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 811-07245

                          MORGAN STANLEY BALANCED FUND
               (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: 1/31

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



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

ICA File Number: 811-07245
Reporting Period: 07/01/2007 - 06/30/2008
Morgan Stanley Balanced Fund

========================= MORGAN STANLEY BALANCED FUND =========================

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




- --------------------------------------------------------------------------------
AEGON NV

Ticker:       AEG            Security ID:  007924103
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  MAR 25, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     APPROVAL OF THE ADOPTION OF THE ANNUAL    For       For        Management
      ACCOUNTS 2007.
2     APPROVAL OF THE FINAL DIVIDEND 2007.      For       For        Management
3     APPROVAL TO RELEASE THE MEMBERS OF THE    For       For        Management
      EXECUTIVE BOARD FROM LIABILITY FOR THEIR
      DUTIES.
4     APPROVAL TO RELEASE THE MEMBERS OF THE    For       For        Management
      SUPERVISORY BOARD FROM LIABILITY FOR
      THEIR DUTIES.
5     Ratify Auditors                           For       For        Management
6     APPROVAL TO CANCEL 99,769,902 COMMON      For       For        Management
      SHARES, REPURCHASED IN 2007.
7     APPROVAL TO RE-APPOINT MR. I.W. BAILEY,   For       For        Management
      II TO THE SUPERVISORY BOARD.
8     APPROVAL TO APPOINT MS. C. KEMPLER TO THE For       For        Management
      SUPERVISORY BOARD.
9     APPROVAL TO APPOINT MR. R.J. ROUTS TO THE For       For        Management
      SUPERVISORY BOARD.
10    APPROVAL TO APPOINT MR. D.P.M. VERBEEK TO For       For        Management
      THE SUPERVISORY BOARD.
11    APPROVAL TO APPOINT MR. B. VAN DER VEER   For       For        Management
      TO THE SUPERVISORY BOARD.
12    APPROVAL TO AUTHORIZE THE EXECUTIVE BOARD For       For        Management
      TO ISSUE COMMON SHARES OF THE COMPANY.
13    APPROVAL TO AUTHORIZE THE EXECUTIVE BOARD For       For        Management
      TO RESTRICT OR EXCLUDE PRE-EMPTIVE RIGHTS
      UPON ISSUING COMMON SHARES OF THE
      COMPANY.
14    APPROVAL TO AUTHORIZE THE EXECUTIVE BOARD For       For        Management
      TO ISSUE COMMON SHARES RELATED TO
      INCENTIVE PLANS.
15    APPROVAL TO AUTHORIZE THE EXECUTIVE BOARD For       For        Management
      TO ACQUIRE SHARES OF THE COMPANY.


- --------------------------------------------------------------------------------
ALCATEL LUCENT

Ticker:       ALU            Security ID:  013904305
Meeting Date: MAY 30, 2008   Meeting Type: Annual/Special
Record Date:  APR 23, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Approve Financial Statements and          For       For        Management
      Statutory Reports
2     Accept Consolidated Financial Statements  For       For        Management
      and Statutory Reports
3     Approve Treatment of Losses               For       For        Management
4     Appoint Jean-Pierre Desbois as Censor     For       For        Management
5     Appoint Patrick Hauptmann as Censor       For       For        Management
6     Approve Special Auditors' Report          For       For        Management
      Regarding Related-Party Transactions
7     Approve Transaction with Patricia Russo   For       For        Management
      Regarding Severance Payments
8     Authorize Repurchase of Up to 10 Percent  For       For        Management
      of Issued Share Capital
9     Approve Reduction in Share Capital via    For       For        Management
      Cancellation of Repurchased Shares
10    Authorize up to 1 Percent of Issued       For       For        Management
      Capital for Use in Restricted Stock Plan
11    Approve Stock Option Plans Grants         For       For        Management
12    Approve Employee Stock Purchase Plan      For       For        Management
13    Amend Article 17 of Bylaws : Removal of   For       For        Management
      the Qualified Majority Rule for Dismissal
      and Appointment of the Chairman and the
      CEO, Amend Consequently Articles 15 and
      18 and Update Article 12
14    Authorize Filing of Required              For       For        Management
      Documents/Other Formalities
15    Amendments or New Resolutions Proposed at For       For        Management
      the Meeting




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


- --------------------------------------------------------------------------------
AMERICAN ELECTRIC POWER CO.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director E.R. Brooks                For       For        Management
1.2   Elect Director Ralph D. Crosby, Jr.       For       For        Management
1.3   Elect Director Linda A. Goodspeed         For       For        Management
1.4   Elect Director Lester A. Hudson, Jr.      For       Withhold   Management
1.5   Elect Director Lionel L. Nowell III       For       For        Management
1.6   Elect Director Kathryn D. Sullivan        For       For        Management
1.7   Elect Director Donald M. Carlton          For       For        Management
1.8   Elect Director John P. DesBarres          For       Withhold   Management
1.9   Elect Director Thomas E. Hoaglin          For       For        Management
1.10  Elect Director Michael G. Morris          For       For        Management
1.11  Elect Director Richard L. Sandor          For       For        Management
2     Ratify Auditors                           For       For        Management




- --------------------------------------------------------------------------------
APPLERA CORP

Ticker:       ABI            Security ID:  038020103
Meeting Date: OCT 18, 2007   Meeting Type: Annual
Record Date:  AUG 31, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Richard H. Ayers           For       For        Management
1.2   Elect Director Jean-Luc Belingard         For       For        Management
1.3   Elect Director Robert H. Hayes            For       For        Management
1.4   Elect Director Arnold J. Levine           For       For        Management
1.5   Elect Director William H. Longfield       For       For        Management
1.6   Elect Director Elaine R. Mardis           For       For        Management
1.7   Elect Director Theodore E. Martin         For       For        Management
1.8   Elect Director Carolyn W. Slayman         For       For        Management
1.9   Elect Director James R. Tobin             For       For        Management
1.10  Elect Director Tony L. White              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


- --------------------------------------------------------------------------------
BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 27, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director William Barnet, III        For       For        Management
2     Elect Director Frank P. Bramble, Sr.      For       For        Management
3     Elect Director John T. Collins            For       For        Management
4     Elect Director Gary L. Countryman         For       For        Management
5     Elect Director Tommy R. Franks            For       For        Management
6     Elect Director Charles K. Gifford         For       For        Management
7     Elect Director Kenneth D. Lewis           For       For        Management
8     Elect Director Monica C. Lozano           For       For        Management
9     Elect Director Walter E. Massey           For       For        Management
10    Elect Director Thomas J. May              For       For        Management
11    Elect Director Patricia E. Mitchell       For       For        Management
12    Elect Director Thomas M. Ryan             For       For        Management
13    Elect Director O. Temple Sloan, Jr.       For       For        Management
14    Elect Director Meredith R. Spangler       For       For        Management
15    Elect Director Robert L. Tillman          For       For        Management
16    Elect Director Jackie M. Ward             For       Against    Management
17    Ratify Auditors                           For       For        Management
18    Limit/Prohibit Executive Stock-Based      Against   Against    Shareholder
      Awards
19    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
20    Limit Executive Compensation              Against   Against    Shareholder
21    Provide for Cumulative Voting             Against   Against    Shareholder
22    Independent Board Chairman                Against   Against    Shareholder
23    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
24    Report on the Equator Principles          Against   Against    Shareholder
25    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights




- --------------------------------------------------------------------------------
BAYER AG

Ticker:       BAYRY          Security ID:  072730302
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  MAR 12, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Receive Financial Statements and          For       For        Management
      Statutory Reports; Approve Allocation of
      Income and Dividends of EUR 1.35 per
      Share for Fiscal 2007
2     Approve Discharge of Management Board for For       For        Management
      Fiscal 2007
3     Approve Discharge of Supervisory Board    For       For        Management
      for Fiscal 2007
4     Authorize Share Repurchase Program and    For       For        Management
      Reissuance or Cancellation of Repurchased
      Shares
5     Approve Issuance of Warrants/Bonds with   For       For        Management
      Warrants Attached/Convertible Bonds with
      Partial Exclusion of Preemptive Rights up
      to Aggregate Nominal Amount of EUR 6
      Billion
6     Approve Creation of EUR 195.6 Million     For       For        Management
      Pool of Capital to Guarantee Conversion
      Rights
7     Approve Issuance of Warrants/Bonds with   For       For        Management
      Warrants Attached/Convertible Bonds with
      Partial Exclusion of Preemptive Rights up
      to Aggregate Nominal Amount of EUR 6
      Billion
8     Approve Creation of EUR 195.6 Million     For       For        Management
      Pool of Capital to Guarantee Conversion
      Rights
9     Approve Affiliation Agreements with       For       For        Management
      Subsidiaries Fuenfte Bayer VV GmbH,
      Sechste Bayer VV GmbH, and Erste Bayer VV
      Aktiengesellschaft
10    Ratify PricewaterhouseCoopers AG as       For       For        Management
      Auditors for Fiscal 2008


- --------------------------------------------------------------------------------
BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Ursula M. Burns            For       Withhold   Management
1.2   Elect Director Warren B. Rudman           For       For        Management
1.3   Elect Director James R. Tobin             For       For        Management
1.4   Elect Director Nancy-Ann DeParle          For       For        Management
1.5   Elect Director J. Raymond Elliott         For       For        Management
1.6   Elect Director Marye Anne Fox             For       Withhold   Management
1.7   Elect Director Ray J. Groves              For       For        Management
1.8   Elect Director N.J. Nicholas, Jr.         For       Withhold   Management
1.9   Elect Director Pete M. Nicholas           For       For        Management
1.10  Elect Director John E. Pepper             For       Withhold   Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       Against    Management




- --------------------------------------------------------------------------------
BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Lewis B. Campbell          For       For        Management
2     Elect Director James M. Cornelius         For       For        Management
3     Elect Director Louis J. Freeh             For       For        Management
4     Elect Director Laurie H. Glimcher         For       For        Management
5     Elect Director Michael Grobstein          For       For        Management
6     Elect Director Leif Johansson             For       For        Management
7     Elect Director Alan J. Lacey              For       For        Management
8     Elect Director Vicki L. Sato              For       For        Management
9     Elect Director Togo D. West, Jr.          For       For        Management
10    Elect Director R. Sanders Williams        For       For        Management
11    Ratify Auditors                           For       For        Management
12    Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation


- --------------------------------------------------------------------------------
CADBURY SCHWEPPES PLC

Ticker:       CSG            Security ID:  127209302
Meeting Date: APR 11, 2008   Meeting Type: Annual/Special
Record Date:  MAR 20, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     TO CONSIDER, AND IF THOUGHT FIT, TO       For       For        Management
      APPROVE (WITH OR WITHOUT MODIFICATION)
      THE SCHEME OF ARRANGEMENT REFERRED TO IN
      THE NOTICE OF COURT MEETING DATED 19
      MARCH, 2008.
2     TO APPROVE THE SCHEME OF ARRANGEMENT      For       For        Management
      (WITH OR WITHOUT MODIFICATION), THE
      AMENDMENTS TO THE ARTICLES OF ASSOCIATION
      AND OTHER RELATED MATTERS.
3     TO APPROVE, SUBJECT TO THE PASSING OF     For       For        Management
      RESOLUTION 1, THE DEMERGER OF AMERICAS
      BEVERAGES, INCLUDING THE CADBURY PLC
      REDUCTION OF CAPITAL AND THE ENTRY INTO
      THE DEMERGER AGREEMENTS.
4     TO APPROVE THE PROPOSED CADBURY PLC       For       For        Management
      REDUCTION OF CAPITAL (AS DEFINED IN THE
      CIRCULAR AND DESCRIBED IN PART II
      EXPLANATORY STATEMENT  OF THE CIRCULAR).
5     TO APPROVE, SUBJECT TO THE PASSING OF     For       For        Management
      RESOLUTIONS 1 AND 2, THE AMENDMENTS TO
      THE EXECUTIVE SHARE SCHEMES.
6     TO APPROVE, SUBJECT TO THE PASSING OF     For       For        Management
      RESOLUTION 1, THE ESTABLISHMENT BY
      CADBURY PLC OF THE CADBURY PLC 2008 SHARE
      OPTION PLAN, THE CADBURY PLC 2008 LONG
      TERM INCENTIVE PLAN, THE CADBURY PLC 2008
      BONUS SHARE RETENTION PLAN AND THE
      CADBURY PLC 2008 INTERN
7     TO APPROVE, SUBJECT TO THE PASSING OF     For       For        Management
      RESOLUTION 1, THE ESTABLISHMENT BY
      CADBURY PLC OF THE CADBURY PLC 2008
      SAVINGS RELATED SHARE OPTION SCHEME, THE
      CADBURY PLC 2008 IRISH SAVINGS RELATED
      SHARE OPTION SCHEME, THE CADBURY PLC 2008
      IRISH AVC SAVINGS
8     TO APPROVE, SUBJECT TO THE PASSING OF     For       For        Management
      RESOLUTION 1, THE ESTABLISHMENT BY
      CADBURY PLC OF ADDITIONAL SHARE SCHEMES
      TO THOSE MENTIONED IN RESOLUTIONS 4 AND 6
      FOR THE BENEFIT OF OVERSEAS EMPLOYEES OF
      CADBURY PLC AND ITS SUBSIDIARIES.
9     TO APPROVE, SUBJECT TO THE PASSING OF     For       For        Management
      RESOLUTION 1 AND 5, THE INCREASE IN THE
      MAXIMUM VALUE OF AN ANNUAL AWARD UNDER
      THE CADBURY PLC 2008 LONG TERM INCENTIVE
      PLAN TO 300% OF BASIC PAY.
10    TO RECEIVE THE 2007 FINANCIAL STATEMENTS  For       For        Management
      AND THE 2007 ANNUAL REPORT AND ACCOUNTS.
11    TO DECLARE THE FINAL DIVIDEND.            For       For        Management
12    TO APPROVE THE DIRECTOR'S REMUNERATION    For       For        Management
      REPORT.
13    TO RE-APPOINT WOLFGANG BERNDT AS A        For       For        Management
      DIRECTOR.
14    TO RE-APPOINT LORD PATTEN AS A DIRECTOR.  For       For        Management
15    TO RE-APPOINT BOB STACK AS A DIRECTOR.    For       For        Management
16    TO RE-APPOINT GUY ELLIOTT AS A DIRECTOR.  For       For        Management
17    TO RE-APPOINT ELLEN MARRAM AS A DIRECTOR. For       For        Management
18    Ratify Auditors                           For       For        Management
19    TO AUTHORISE THE DIRECTORS TO SET THE     For       For        Management
      AUDITORS FEES.
20    TO AUTHORISE THE DIRECTORS TO ALLOT       For       For        Management
      FURTHER SHARES.
21    TO DISAPPLY PRE-EMPTION RIGHTS.           For       For        Management
22    TO AUTHORISE THE COMPANY TO BUY BACK      For       For        Management
      SHARES.




- --------------------------------------------------------------------------------
CHARLES SCHWAB CORP., THE

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Frank C. Herringer         For       For        Management
2     Elect Director Stephen T. McLin           For       For        Management
3     Elect Director Charles R. Schwab          For       For        Management
4     Elect Director Roger O. Walther           For       For        Management
5     Elect Director Robert N. Wilson           For       For        Management
6     Report on Political Contributions         Against   Against    Shareholder
7     Amend Bylaws to Prohibit Precatory        Against   Against    Shareholder
      Proposals


- --------------------------------------------------------------------------------
CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  MAR 10, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Zoe Baird                  For       For        Management
2     Elect Director Sheila P. Burke            For       For        Management
3     Elect Director James I. Cash, Jr.         For       For        Management
4     Elect Director Joel J. Cohen              For       For        Management
5     Elect Director John D. Finnegan           For       For        Management
6     Elect Director Klaus J. Mangold           For       For        Management
7     Elect Director Martin G. McGuinn          For       For        Management
8     Elect Director Lawrence M. Small          For       For        Management
9     Elect Director Jess Soderberg             For       For        Management
10    Elect Director Daniel E. Somers           For       For        Management
11    Elect Director Karen Hastie Williams      For       For        Management
12    Elect Director Alfred W. Zollar           For       For        Management
13    Ratify Auditors                           For       For        Management




- --------------------------------------------------------------------------------
CIGNA CORP.

Ticker:       CI             Security ID:  125509109
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Peter N. Larson            For       For        Management
2     Elect Director Roman Martinez IV          For       For        Management
3     Elect Director Carol Cox Wait             For       For        Management
4     Elect Director William D. Zollars         For       For        Management
5     Ratify Auditors                           For       For        Management
6     Eliminate Class of Preferred Stock        For       For        Management
7     Reduce Supermajority Vote Requirement     For       For        Management
8     Reduce Supermajority Vote Requirement     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       For        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


- --------------------------------------------------------------------------------
COCA-COLA COMPANY, THE

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 16, 2008   Meeting Type: Annual
Record Date:  FEB 22, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Herbert A. Allen           For       For        Management
2     Elect Director Ronald W. Allen            For       For        Management
3     Elect Director Cathleen P. Black          For       For        Management
4     Elect Director Barry Diller               For       For        Management
5     Elect Director Alexis M. Herman           For       For        Management
6     Elect Director E. Neville Isdell          For       For        Management
7     Elect Director Muhtar Kent                For       For        Management
8     Elect Director Donald R. Keough           For       For        Management
9     Elect Director Donald F. McHenry          For       For        Management
10    Elect Director Sam Nunn                   For       For        Management
11    Elect Director James D. Robinson III      For       For        Management
12    Elect Director Peter V. Ueberroth         For       For        Management
13    Elect Director Jacob Wallenberg           For       For        Management
14    Elect Director James B. Williams          For       For        Management
15    Ratify Auditors                           For       For        Management
16    Approve Stock Option Plan                 For       For        Management
17    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
18    Independent Board Chairman                Against   Against    Shareholder
19    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights




- --------------------------------------------------------------------------------
COMCAST CORP.

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 6, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director S. Decker Anstrom          For       For        Management
1.2   Elect Director Kenneth J. Bacon           For       For        Management
1.3   Elect Director Sheldon M. Bonovitz        For       For        Management
1.4   Elect Director Edward D. Breen            For       For        Management
1.5   Elect Director Julian A. Brodsky          For       For        Management
1.6   Elect Director Joseph J. Collins          For       For        Management
1.7   Elect Director J. Michael Cook            For       For        Management
1.8   Elect Director Gerald L. Hassell          For       For        Management
1.9   Elect Director Jeffrey A. Honickman       For       For        Management
1.10  Elect Director Brian L. Roberts           For       For        Management
1.11  Elect Director Ralph J. Roberts           For       For        Management
1.12  Elect Director Dr. Judith Rodin           For       For        Management
1.13  Elect Director Michael I. Sovern          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Restricted Stock Plan               For       For        Management
4     Amend Stock Option Plan                   For       For        Management
5     Adopt Recapitalization Plan               Against   For        Shareholder
6     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
7     Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
8     Report on Pay Disparity                   Against   Against    Shareholder
9     Provide for Cumulative Voting for Class A Against   For        Shareholder
      Shareholders
10    Adopt Principles for Health Care Reform   Against   Against    Shareholder
11    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------
CONAGRA FOODS INC.

Ticker:       CAG            Security ID:  205887102
Meeting Date: SEP 27, 2007   Meeting Type: Annual
Record Date:  AUG 2, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect  Director Mogens C. Bay             For       Withhold   Management
1.2   Elect  Director Steven F. Goldstone       For       For        Management
1.3   Elect  Director W.G. Jurgensen            For       For        Management
1.4   Elect  Director Ruth Ann Marshall         For       For        Management
1.5   Elect  Director Gary M. Rodkin            For       For        Management
1.6   Elect  Director Andrew J. Schindler       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Feasibility of Improving Animal Against   Against    Shareholder
      Welfare Standards




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




- --------------------------------------------------------------------------------
DEVON ENERGY CORP.

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 4, 2008    Meeting Type: Annual
Record Date:  APR 7, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect  Director David A. Hager            For       For        Management
1.2   Elect  Director John A. Hill              For       For        Management
1.3   Elect  Director Mary P. Ricciardello      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Declassify the Board of Directors         For       For        Management


- --------------------------------------------------------------------------------
E.I. DU PONT DE NEMOURS & CO.

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



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Richard H. Brown           For       For        Management
1.2   Elect Director Robert A. Brown            For       For        Management
1.3   Elect Director Bertrand P. Collomb        For       For        Management
1.4   Elect Director Curtis J. Crawford         For       For        Management
1.5   Elect Director Alexander M. Cutler        For       For        Management
1.6   Elect Director John T. Dillon             For       For        Management
1.7   Elect Director Eleuthere I. du Pont       For       For        Management
1.8   Elect Director Marillyn A. Hewson         For       For        Management
1.9   Elect Director Charles O. Holliday, Jr.   For       For        Management
1.10  Elect Director Lois D. Juliber            For       For        Management
1.11  Elect Director Sean O'Keefe               For       For        Management
1.12  Elect Director William K. Reilly          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Plant Closures                  Against   Against    Shareholder
4     Independent Board Chairman                Against   For        Shareholder
5     Report on Global Warming                  Against   Against    Shareholder
6     Amend Human Rights Policies               Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation




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


- --------------------------------------------------------------------------------
EMBARQ CORP

Ticker:       EQ             Security ID:  29078E105
Meeting Date: MAY 1, 2008    Meeting Type: Annual
Record Date:  MAR 4, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Peter C. Brown             For       For        Management
1.2   Elect Director Steven A. Davis            For       For        Management
1.3   Elect Director Richard A. Gephardt        For       For        Management
1.4   Elect Director Thomas A. Gerke            For       For        Management
1.5   Elect Director John P. Mullen             For       For        Management
1.6   Elect Director William A. Owens           For       For        Management
1.7   Elect Director Dinesh C. Paliwal          For       For        Management
1.8   Elect Director Stephanie M. Shern         For       For        Management
1.9   Elect Director Laurie A. Siegel           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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




- --------------------------------------------------------------------------------
ENTERGY CORP.

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 2, 2008    Meeting Type: Annual
Record Date:  MAR 4, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Maureen Scannell Bateman   For       For        Management
2     Elect Director W. Frank Blount            For       For        Management
3     Elect Director Simon D. DeBree            For       For        Management
4     Elect Director Gary W. Edwards            For       For        Management
5     Elect Director Alexis M. Herman           For       For        Management
6     Elect Director Donald C. Hintz            For       For        Management
7     Elect Director J. Wayne Leonard           For       For        Management
8     Elect Director Stuart L. Levenick         For       For        Management
9     Elect Director James R. Nichols           For       For        Management
10    Elect Director William A. Percy, II       For       For        Management
11    Elect Director W.J. Tauzin                For       For        Management
12    Elect Director Steven V. Wilkinson        For       For        Management
13    Ratify Auditors                           For       For        Management
14    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
15    Limit Executive Compensation              Against   Against    Shareholder
16    Report on Political Contributions         Against   Against    Shareholder
17    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings


- --------------------------------------------------------------------------------
ESTEE LAUDER COMPANIES INC., THE

Ticker:       EL             Security ID:  518439104
Meeting Date: NOV 9, 2007    Meeting Type: Annual
Record Date:  SEP 14, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Aerin Lauder               For       For        Management
1.2   Elect Director William P. Lauder          For       For        Management
1.3   Elect Director Lynn Forester de           For       For        Management
      Rothschild
1.4   Elect Director Richard D. Parsons         For       Withhold   Management
2     Amend Non-Employee Director Omnibus Stock For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management




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


- --------------------------------------------------------------------------------
FIRSTENERGY CORPORATION

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Paul T. Addison            For       For        Management
1.2   Elect Director Anthony J. Alexander       For       For        Management
1.3   Elect Director Michael J. Anderson        For       For        Management
1.4   Elect Director Carol A. Cartwright        For       Withhold   Management
1.5   Elect Director William T. Cottle          For       Withhold   Management
1.6   Elect Director Robert B. Heisler, Jr.     For       For        Management
1.7   Elect Director Ernest J. Novak, Jr.       For       For        Management
1.8   Elect Director Catherine A. Rein          For       For        Management
1.9   Elect Director George M. Smart            For       Withhold   Management
1.10  Elect Director Wes M. Taylor              For       For        Management
1.11  Elect Director Jesse T. Williams, Sr.     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
4     Engage Proponents of Shareholder          Against   For        Shareholder
      Resolutions Supported by Majority Vote
5     Reduce Supermajority Vote Requirement     Against   For        Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors




- --------------------------------------------------------------------------------
FRANCE TELECOM

Ticker:       FTE            Security ID:  35177Q105
Meeting Date: MAY 27, 2008   Meeting Type: Annual/Special
Record Date:  APR 18, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     APPROVAL OF THE STATUTORY FINANCIAL       For       Did Not    Management
      STATEMENTS FOR THE FINANCIAL YEAR ENDED             Vote
      DECEMBER 31, 2007
2     APPROVAL OF THE CONSOLIDATED FINANCIAL    For       Did Not    Management
      STATEMENTS FOR THE FINANCIAL YEAR ENDED             Vote
      31 DECEMBER, 2007
3     ALLOCATION OF THE INCOME FOR THE          For       Did Not    Management
      FINANCIAL YEAR ENDED DECEMBER 31, 2007,             Vote
      AS STATED IN THE STATUTORY FINANCIAL
      STATEMENTS
4     APPROVAL OF THE AGREEMENTS REFERRED TO IN For       Did Not    Management
      ARTICLE L. 225-38 OF THE FRENCH                     Vote
      COMMERCIAL CODE
5     APPROVAL OF THE COMMITMENT IN FAVOR OF    For       Did Not    Management
      MR. DIDIER LOMBARD, ENTERED INTO                    Vote
      ACCORDING TO ARTICLE L. 225-42-1 OF THE
      FRENCH COMMERCIAL CODE
6     AUTHORIZATION GRANTED TO THE BOARD OF     For       Did Not    Management
      DIRECTORS TO PURCHASE, RETAIN OR TRANSFER           Vote
      FRANCE TELECOM SHARES
7     RATIFICATION OF THE COOPTATION OF A       For       Did Not    Management
      DIRECTOR                                            Vote
8     RATIFICATION OF THE COOPTATION OF A       For       Did Not    Management
      DIRECTOR                                            Vote
9     APPOINTMENT OF MR. CHARLES-HENRI FILIPPI  For       Did Not    Management
      AS A DIRECTOR                                       Vote
10    APPOINTMENT OF MR. JOSE-LUIS DURAN AS A   For       Did Not    Management
      DIRECTOR                                            Vote
11    DIRECTORS  FEES ALLOCATED TO THE BOARD OF For       Did Not    Management
      DIRECTORS                                           Vote
12    AMENDMENT OF ARTICLE 13 OF THE BY-LAWS    For       Did Not    Management
                                                          Vote
13    DELEGATION OF POWERS TO THE BOARD OF      For       Did Not    Management
      DIRECTORS TO ISSUE SHARES RESERVED FOR              Vote
      PERSONS SIGNING A LIQUIDITY AGREEMENT
      WITH THE COMPANY IN THEIR CAPACITY AS
      HOLDERS OF SHARES OR STOCK OPTIONS OF
      ORANGE S.A.
14    DELEGATION OF POWERS TO THE BOARD OF      For       Did Not    Management
      DIRECTORS TO PROCEED WITH THE ISSUANCE AT           Vote
      NO CHARGE OF OPTION-BASED LIQUIDITY
      INSTRUMENTS RESERVED FOR THOSE HOLDERS OF
      STOCK OPTIONS OF ORANGE S.A. WHO ARE
      BENEFICIARIES OF A LIQUIDITY AGREEMENT
15    DELEGATION OF POWERS TO THE BOARD OF      For       Did Not    Management
      DIRECTORS TO PROCEED WITH CAPITAL                   Vote
      INCREASES RESERVED FOR MEMBERS OF THE
      FRANCE TELECOM GROUP SAVINGS PLAN
16    AUTHORIZATION TO THE BOARD OF DIRECTORS   For       Did Not    Management
      TO REDUCE THE SHARE CAPITAL THROUGH THE             Vote
      CANCELLATION OF ORDINARY SHARES
17    POWERS FOR FORMALITIES                    For       Did Not    Management
                                                          Vote




- --------------------------------------------------------------------------------
FREDDIE MAC

Ticker:       FRE            Security ID:  313400301
Meeting Date: JUN 6, 2008    Meeting Type: Annual
Record Date:  MAR 31, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Barbara T. Alexander       For       For        Management
1.2   Elect Director Geoffrey T. Boisi          For       Withhold   Management
1.3   Elect Director Michelle Engler            For       For        Management
1.4   Elect Director Richard R. Glauber         For       For        Management
1.5   Elect Director Richard Karl Goeltz        For       For        Management
1.6   Elect Director Thomas S. Johnson          For       For        Management
1.7   Elect Director Jerome P. Kenney           For       For        Management
1.8   Elect Director William M. Lewis, Jr.      For       For        Management
1.9   Elect Director Nicolas P. Retsinas        For       For        Management
1.10  Elect Director Stephen A. Ross            For       Withhold   Management
1.11  Elect Director Richard F. Syron           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock 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




- --------------------------------------------------------------------------------
HARTFORD FINANCIAL SERVICES GROUP, INC., THE

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Ramani Ayer                For       For        Management
2     Elect Director Ramon de Oliveira          For       For        Management
3     Elect Director Trevor Fetter              For       For        Management
4     Elect Director Edward J. Kelly, III       For       For        Management
5     Elect Director Paul G. Kirk, Jr.          For       For        Management
6     Elect Director Thomas M. Marra            For       For        Management
7     Elect Director Gail J. McGovern           For       For        Management
8     Elect Director Michael G. Morris          For       For        Management
9     Elect Director Charles B. Strauss         For       For        Management
10    Elect Director H. Patrick Swygert         For       For        Management
11    Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 19, 2008   Meeting Type: Annual
Record Date:  JAN 22, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Lawrence T. Babbio, Jr.    For       For        Management
2     Elect Director Sari M. Baldauf            For       For        Management
3     Elect Director Richard A. Hackborn        For       For        Management
4     Elect Director John H. Hammergren         For       For        Management
5     Elect Director Mark V. Hurd               For       For        Management
6     Elect Director Joel Z. Hyatt              For       For        Management
7     Elect Director John R. Joyce              For       For        Management
8     Elect Director Robert L. Ryan             For       For        Management
9     Elect Director Lucille S. Salhany         For       For        Management
10    Elect Director G. Kennedy Thompson        For       For        Management
11    Ratify Auditors                           For       For        Management




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


- --------------------------------------------------------------------------------
HONDA MOTOR CO. LTD.

Ticker:       7267           Security ID:  438128308
Meeting Date: JUN 24, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     DISTRIBUTION OF DIVIDENDS                 For       For        Management
2.1   ELECT  DIRECTOR SATOSHI AOKI              For       For        Management
2.2   ELECT  DIRECTOR TAKEO FUKUI               For       For        Management
2.3   ELECT  DIRECTOR KOICHI KONDO              For       For        Management
2.4   ELECT  DIRECTOR ATSUYOSHI HYOGO           For       For        Management
2.5   ELECT  DIRECTOR MIKIO YOSHIMI             For       For        Management
2.6   ELECT  DIRECTOR TAKANOBU ITO              For       For        Management
2.7   ELECT  DIRECTOR MASAAKI KATO              For       For        Management
2.8   ELECT  DIRECTOR AKIRA TAKANO              For       For        Management
2.9   ELECT  DIRECTOR SHIGERU TAKAGI            For       For        Management
2.10  ELECT  DIRECTOR TETSUO IWAMURA            For       For        Management
2.11  ELECT  DIRECTOR TATSUHIRO OYAMA           For       For        Management
2.12  ELECT  DIRECTOR FUMIHIKO IKE              For       For        Management
2.13  ELECT  DIRECTOR SATORU KISHI              For       For        Management
2.14  ELECT  DIRECTOR KENSAKU HOGEN             For       For        Management
2.15  ELECT  DIRECTOR HIROYUKI YOSHINO          For       For        Management
2.16  ELECT  DIRECTOR SHO MINEKAWA              For       For        Management
2.17  ELECT  DIRECTOR AKIO HAMADA               For       For        Management
2.18  ELECT  DIRECTOR MASAYA YAMASHITA          For       For        Management
2.19  ELECT  DIRECTOR HIROSHI SODA              For       For        Management
2.20  ELECT  DIRECTOR TAKUJI YAMADA             For       For        Management
2.21  ELECT  DIRECTOR YOICHI HOJO               For       For        Management
3     ELECTION OF CORPORATE AUDITOR: FUMIHIKO   For       For        Management
      SAITO
4     ELECTION OF CORPORATE AUDITOR: TORU ONDA  For       For        Management
5     PAYMENT OF BONUS TO DIRECTORS AND         For       For        Management
      CORPORATE AUDITORS FOR THE 84TH FISCAL
      YEAR
6     PAYMENT OF RETIREMENT ALLOWANCE TO        For       Against    Management
      RETIRING DIRECTORS AND CORPORATE AUDITORS
      FOR THEIR RESPECTIVE SERVICES AND PAYMENT
      OF RETIREMENT ALLOWANCE TO DIRECTORS AND
      CORPORATE AUDITORS
7     REVISION OF AMOUNTS OF REMUNERATION       For       For        Management
      PAYABLE TO DIRECTORS AND CORPORATE
      AUDITORS
8     PARTIAL AMENDMENT TO THE ARTICLES OF      For       For        Management
      INCORPORATION




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


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




- --------------------------------------------------------------------------------
KIMBERLY-CLARK CORP.

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 18, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director John R. Alm                For       For        Management
2     Elect Director John F. Bergstrom          For       For        Management
3     Elect Director Robert W. Decherd          For       For        Management
4     Elect Director Ian C. Read                For       For        Management
5     Elect Director G. Craig Sullivan          For       For        Management
6     Ratify Auditors                           For       For        Management
7     Eliminate Supermajority Vote Requirement  For       For        Management
8     Require Director Nominee Qualifications   Against   Against    Shareholder
9     Adopt ILO Based Code of Conduct           Against   Against    Shareholder
10    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
11    Provide for Cumulative Voting             Against   Against    Shareholder
12    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Sustainability


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


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


- --------------------------------------------------------------------------------
MARATHON OIL CORP

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 30, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Charles F. Bolden, Jr.     For       For        Management
2     Elect Director Gregory H. Boyce           For       For        Management
3     Elect Director Shirley Ann Jackson        For       For        Management
4     Elect Director Philip Lader               For       For        Management
5     Elect Director Charles R. Lee             For       For        Management
6     Elect Director Dennis H. Reilley          For       For        Management
7     Elect Director Seth E. Schofield          For       For        Management
8     Elect Director John W. Snow               For       For        Management
9     Elect Director Thomas J. Usher            For       For        Management
10    Ratify Auditors                           For       For        Management
11    Amend Bylaws -- Call Special Meetings     Against   For        Shareholder
12    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation




- --------------------------------------------------------------------------------
MARSH & MCLENNAN COMPANIES, INC.

Ticker:       MMC            Security ID:  571748102
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Stephen R. Hardis          For       For        Management
2     Elect Director The Rt. Hon. Lord Lang of  For       For        Management
      Monkton, DL
3     Elect Director Morton O. Schapiro         For       For        Management
4     Elect Director Adele Simmons              For       For        Management
5     Elect Director Brian Duperreault          For       For        Management
6     Elect Director Bruce P. Nolop             For       For        Management
7     Ratify Auditors                           For       For        Management
8     Declassify the Board of Directors         For       For        Management
9     Report on Political Contributions         Against   Against    Shareholder


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


- --------------------------------------------------------------------------------
MICRON TECHNOLOGY, INC.

Ticker:       MU             Security ID:  595112103
Meeting Date: DEC 4, 2007    Meeting Type: Annual
Record Date:  OCT 10, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Steven R. Appleton         For       For        Management
1.2   Elect Director Teruaki Aoki               For       For        Management
1.3   Elect Director James W. Bagley            For       Withhold   Management
1.4   Elect Director Robert L. Bailey           For       For        Management
1.5   Elect Director Mercedes Johnson           For       Withhold   Management
1.6   Elect Director Lawrence N. Mondry         For       Withhold   Management
1.7   Elect Director Robert E. Switz            For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management




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


- --------------------------------------------------------------------------------
NOVARTIS AG

Ticker:       NVS            Security ID:  66987V109
Meeting Date: FEB 26, 2008   Meeting Type: Annual
Record Date:  JAN 29, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     APPROVAL OF THE ANNUAL REPORT, THE        For       For        Management
      REMUNERATION REPORT, THE FINANCIAL
      STATEMENTS AND THE CONSOLIDATED FINANCIAL
      STATEMENTS
2     DISCHARGE FROM LIABILITY OF THE MEMBERS   For       For        Management
      OF THE BOARD OF DIRECTORS AND THE
      EXECUTIVE COMMITTEE
3     APPROPRIATION OF AVAILABLE EARNINGS OF    For       For        Management
      NOVARTIS AG AS PER BALANCE SHEET AND
      DECLARATION OF DIVIDEND
4     REDUCTION OF SHARE CAPITAL                For       For        Management
5     FURTHER SHARE REPURCHASE PROGRAM          For       For        Management
6     AMENDMENT TO THE ARTICLES OF              For       For        Management
      INCORPORATION-SPECIAL QUORUM
7     AMENDMENT TO THE ARTICLES OF              For       For        Management
      INCORPORATION-CONTRIBUTIONS IN KIND
8     RE-ELECTION OF PETER BURCKHARDT M.D. FOR  For       For        Management
      A ONE-YEAR TERM
9     RE-ELECTION OF ULRICH LEHNER PH.D  FOR A  For       For        Management
      ONE-YEAR TERM
10    RE-ELECTION OF ALEXANDRE F. JETZER FOR A  For       For        Management
      THREE-YEAR TERM
11    RE-ELECTION OF PIERRE LANDOLT FOR A       For       For        Management
      THREE-YEAR TERM
12    ELECTION OF ANN FUDGE FOR A THREE-YEAR    For       For        Management
      TERM
13    RATIFY AUDITORS                           For       For        Management
14    TRANSACT OTHER BUSINESS (VOTING)          For       Against    Management




- --------------------------------------------------------------------------------
NRG ENERGY INC

Ticker:       NRG            Security ID:  629377508
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 27, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Lawrence S. Coben          For       For        Management
1.2   Elect Director Paul W. Hobby              For       For        Management
1.3   Elect Director Herbert H. Tate            For       For        Management
1.4   Elect Director Walter R. Young            For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
OCCIDENTAL PETROLEUM CORP.

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 2, 2008    Meeting Type: Annual
Record Date:  MAR 12, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Spencer Abraham            For       For        Management
2     Elect Director Ronald W. Burkle           For       For        Management
3     Elect Director John S. Chalsty            For       Against    Management
4     Elect Director Edward P. Djerejian        For       For        Management
5     Elect Director John E. Feick              For       For        Management
6     Elect Director Ray R. Irani               For       For        Management
7     Elect Director Irvin W. Maloney           For       For        Management
8     Elect Director Avedick B. Poladian        For       For        Management
9     Elect Director Rodolfo Segovia            For       For        Management
10    Elect Director Aziz D. Syriani            For       For        Management
11    Elect Director Rosemary Tomich            For       For        Management
12    Elect Director Walter L. Weisman          For       For        Management
13    Ratify Auditors                           For       For        Management
14    Publish a Scientific Global Warming       Against   Against    Shareholder
      Report
15    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
16    Disclose Information on Compensation      Against   For        Shareholder
      Consultant
17    Pay For Superior Performance              Against   Against    Shareholder
18    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings




- --------------------------------------------------------------------------------
OFFICE DEPOT, INC.

Ticker:       ODP            Security ID:  676220106
Meeting Date: APR 23, 2008   Meeting Type: Proxy Contest
Record Date:  MAR 3, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Lee A. Ault, III           For       Against    Management
1.2   Elect Director Neil R. Austrian           For       Against    Management
1.3   Elect Director David W. Bernauer          For       For        Management
1.4   Elect Director Abelardo E. Bru            For       For        Management
1.5   Elect Director Marsha J. Evans            For       For        Management
1.6   Elect Director David I. Fuente            For       Against    Management
1.7   Elect Director Brenda J. Gaines           For       For        Management
1.8   Elect Director Myra M. Hart               For       For        Management
1.9   Elect Director W. Scott Hedrick           For       For        Management
1.10  Elect Director Kathleen Mason             For       For        Management
1.11  Elect Director Michael J. Myers           For       For        Management
1.12  Elect Director Steve Odland               For       Against    Management
2     Approve Executive Incentive Bonus Plan    For       Against    Management
3     Ratify Auditors                           For       For        Management
1.1   Elect Director Mark Begelman              For       None       Shareholder
1.2   Elect Director Martin E. Hanaka           For       None       Shareholder
1.3   Management Nominee - Lee A. Ault, III     For       None       Shareholder
1.4   Management Nominee - Neil R. Austrian     For       None       Shareholder
1.5   Management Nominee - David W. Bernauer    For       None       Shareholder
1.6   Management Nominee - Abelardo E. Bru      For       None       Shareholder
1.7   Management Nominee - Marsha J. Evans      For       None       Shareholder
1.8   Management Nominee - Brenda J. Gaines     For       None       Shareholder
1.9   Management Nominee - Myra M. Hart         For       None       Shareholder
1.10  Management Nominee - W. Scott Hedrick     For       None       Shareholder
1.11  Management Nominee - Kathleen Mason       For       None       Shareholder
1.12  Management Nominee - Michael J. Myers     For       None       Shareholder
2     Approve Executive Incentive Bonus Plan    Against   None       Management
3     Ratify Auditors                           For       None       Management


- --------------------------------------------------------------------------------
PNC FINANCIAL SERVICES GROUP, INC.

Ticker:       PNC            Security ID:  693475105
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Richard O. Berndt          For       For        Management
1.2   Elect Director Charles E. Bunch           For       For        Management
1.3   Elect Director Paul W. Chellgren          For       For        Management
1.4   Elect Director  Robert N. Clay            For       For        Management
1.5   Elect Director George A. Davidson, Jr.    For       For        Management
1.6   Elect Director Kay Coles James            For       For        Management
1.7   Elect Director Richard B. Kelson          For       For        Management
1.8   Elect Director Bruce C. Lindsay           For       For        Management
1.9   Elect Director Anthony A. Massaro         For       For        Management
1.10  Elect Director Jane G. Pepper             For       For        Management
1.11  Elect Director James E. Rohr              For       For        Management
1.12  Elect Director Donald J. Shepard          For       For        Management
1.13  Elect Director Lorene K. Steffes          For       For        Management
1.14  Elect Director Dennis F. Strigl           For       For        Management
1.15  Elect Director Stephen G. Thieke          For       For        Management
1.16  Elect Director Thomas J. Usher            For       For        Management
1.17  Elect Director George H. Walls, Jr.       For       For        Management
1.18  Elect Director Helge H. Wehmeier          For       For        Management
2     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


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


- --------------------------------------------------------------------------------
RITE AID CORP.

Ticker:       RAD            Security ID:  767754104
Meeting Date: JUN 25, 2008   Meeting Type: Annual
Record Date:  MAY 1, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Francois J. Coutu          For       For        Management
1.2   Elect Director Michael A. Friedman        For       For        Management
1.3   Elect Director Robert G. Miller           For       For        Management
1.4   Elect Director Michael N. Reagan          For       For        Management
1.5   Elect Director Dennis Wood                For       For        Management
2     Ratify Auditors                           For       For        Management




- --------------------------------------------------------------------------------
ROYAL DUTCH SHELL PLC

Ticker:       RDS.A          Security ID:  780259206
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  APR 9, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     ADOPTION OF ANNUAL REPORT & ACCOUNTS      For       For        Management
2     APPROVAL OF REMUNERATION REPORT           For       For        Management
3     ELECTION OF DR. JOSEF ACKERMANN AS A      For       For        Management
      DIRECTOR OF THE COMPANY
4     RE-ELECTION OF SIR PETER JOB AS A         For       For        Management
      DIRECTOR OF THE COMPANY
5     RE-ELECTION OF LAWRENCE RICCIARDI AS A    For       For        Management
      DIRECTOR OF THE COMPANY
6     RE-ELECTION OF PETER VOSER AS A DIRECTOR  For       For        Management
      OF THE COMPANY
7     Ratify Auditors                           For       For        Management
8     REMUNERATION OF AUDITORS                  For       For        Management
9     AUTHORITY TO ALLOT SHARES                 For       For        Management
10    DISAPPLICATION OF PRE-EMPTION RIGHTS      For       For        Management
11    AUTHORITY TO PURCHASE OWN SHARES          For       For        Management
12    AUTHORITY FOR CERTAIN DONATIONS AND       For       For        Management
      EXPENDITURE
13    AMENDMENTS TO LONG-TERM INCENTIVE PLAN    For       For        Management
14    AMENDMENTS TO RESTRICTED SHARE PLAN       For       For        Management
15    ADOPTION OF NEW ARTICLES OF ASSOCIATION   For       For        Management


- --------------------------------------------------------------------------------
SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Hans W. Becherer           For       For        Management
1.2   Elect Director Thomas J. Colligan         For       For        Management
1.3   Elect Director Fred Hassan                For       For        Management
1.4   Elect Director C. Robert Kidder           For       For        Management
1.5   Elect Director Eugene R. McGrath          For       For        Management
1.6   Elect Director Carl E. Mundy, Jr.         For       For        Management
1.7   Elect Director Antonio M. Perez           For       For        Management
1.8   Elect Director Patricia F. Russo          For       For        Management
1.9   Elect Director Jack L. Stahl              For       For        Management
1.10  Elect Director Craig B. Thompson          For       For        Management
1.11  Elect Director Kathryn C. Turner          For       For        Management
1.12  Elect Director Robert F.W. van Oordt      For       For        Management
1.13  Elect Director Arthur F. Weinbach         For       For        Management
2     Ratify Auditors                           For       For        Management




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




- --------------------------------------------------------------------------------
SIEMENS AG

Ticker:       SI             Security ID:  826197501
Meeting Date: JAN 24, 2008   Meeting Type: Annual
Record Date:  DEC 12, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     APPROPRIATION OF NET INCOME               For       For        Management
2     POSTPONEMENT OF THE RATIFICATION OF THE   For       For        Management
      ACTS OF: JOHANNES FELDMAYER
3     RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: KLAUS KLEINFELD (UNTIL JUNE 30,
      2007)
4     RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: PETER LOSCHER (AS OF JULY 1, 2007)
5     RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: HEINRICH HIESINGER (AS OF JUNE 1,
      2007)
6     RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: JOE KAESER
7     RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: RUDI LAMPRECHT
8     RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: EDUARDO MONTES
9     RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: JURGEN RADOMSKI
10    RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: ERICH R. REINHARDT
11    RATIFICATION OF THE ACTS OF THE MANAGING  For       For        Management
      BOARD: HERMANN REQUARDT
12    RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: URIEL J. SHAREF
13    RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: KLAUS WUCHERER
14    RATIFICATION OF THE ACTS OF THE MANAGING  For       Against    Management
      BOARD: JOHANNES FELDMAYER (UNTIL
      SEPTEMBER 30, 2007)
15.1  Ratification of the acts of  Director     For       Against    Management
      Heinrich Von Pierer
15.2  Ratification of the acts of Director      For       For        Management
      Gerhard Cromme
15.3  Ratification of the acts of  Director     For       For        Management
      Ralf Heckmann
15.4  Ratification of the acts of Director      For       For        Management
      Josef Ackermann
15.5  Ratification of the acts of  Director     For       For        Management
      Lothar Adler
15.6  Ratification of the acts of  Director     For       For        Management
      Gerhard Bieletzki
15.7  Ratification of the acts of Director John For       For        Management
      David Coombe
15.8  Ratification of the acts of Director      For       For        Management
      Hildegard Cornudet
15.9  Ratification of the acts of Director      For       For        Management
      Birgit Grube
15.10 Ratification of the acts of Director      For       For        Management
      Bettina Haller
15.11 Ratification of the acts of  Director     For       For        Management
      Heinz Hawreliuk
15.12 Ratification of the acts of Director      For       For        Management
      Berthold Huber
15.13 Ratification of the acts of  Director     For       For        Management
      Walter Kroll
15.14 Ratification of the acts of Director      For       For        Management
      Michael Mirow
15.15 Ratification of the acts of Director      For       For        Management
      Wolfgang Muller
15.16 Ratification of the acts of Director      For       For        Management
      Georg Nassauer
15.17 Ratification of the acts of Director      For       For        Management
      Thomas Rackow
15.18 Ratification of the acts of Director      For       For        Management
      Dieter Scheitor
15.19 Ratification of the acts of Director      For       For        Management
      Albrecht Schmidt
15.20 Ratification of the acts of Director      For       For        Management
      Henning Schulte-Noelle
15.21 Ratification of the acts of  Director     For       For        Management
      Peter Von Siemens
15.22 Ratification of the acts of Director      For       For        Management
      Jerry I. Speyer
15.23 Ratification of the acts of Director Lord For       For        Management
      Iain Vallance
16    Ratify Auditors                           For       For        Management
17    ACQUISITION AND USE OF SIEMENS SHARES     For       For        Management
18    USE OF EQUITY DERIVATIVES IN CONNECTION   For       For        Management
      WITH THE ACQUISITION OF SIEMENS SHARES
19    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      JOSEF ACKERMANN
20    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      JEAN-LOUIS BEFFA
21    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      GERD VON BRANDENSTEIN
22    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      GERHARD CROMME
23    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      MICHAEL DIEKMANN
24    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      HANS MICHAEL GAUL
25    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      PETER GRUSS
26    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      NICOLA LEIBINGER-KAMMULLER
27    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      HAKAN SAMUELSSON
28    NEW ELECTION TO THE SUPERVISORY BOARD:    For       For        Management
      LORD IAIN VALLANCE OF TUMMEL




- --------------------------------------------------------------------------------
SONY CORP.

Ticker:       6758           Security ID:  835699307
Meeting Date: JUN 20, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   ELECT  DIRECTOR HOWARD STRINGER           For       For        Management
1.2   ELECT  DIRECTOR RYOJI CHUBACHI            For       For        Management
1.3   ELECT  DIRECTOR KATSUMI IHARA             For       For        Management
1.4   ELECT  DIRECTOR YOTARO KOBAYASHI          For       For        Management
1.5   ELECT  DIRECTOR SAKIE T. FUKUSHIMA        For       For        Management
1.6   ELECT  DIRECTOR YOSHIHIKO MIYAUCHI        For       For        Management
1.7   ELECT  DIRECTOR YOSHIAKI YAMAUCHI         For       For        Management
1.8   ELECT  DIRECTOR PETER BONFIELD            For       For        Management
1.9   ELECT  DIRECTOR FUEO SUMITA               For       For        Management
1.10  ELECT  DIRECTOR FUJIO CHO                 For       For        Management
1.11  ELECT  DIRECTOR RYUJI YASUDA              For       For        Management
1.12  ELECT  DIRECTOR YUKAKO UCHINAGA           For       For        Management
1.13  ELECT  DIRECTOR MITSUAKI YAHAGI           For       For        Management
1.14  ELECT  DIRECTOR TSUN-YAN HSIEH            For       For        Management
1.15  ELECT  DIRECTOR ROLAND A. HERNANDEZ       For       For        Management
2     TO ISSUE STOCK ACQUISITION RIGHTS FOR THE For       For        Management
      PURPOSE OF GRANTING STOCK OPTIONS.
3     TO AMEND THE ARTICLES OF INCORPORATION    Against   For        Shareholder
      WITH RESPECT TO DISCLOSURE TO
      SHAREHOLDERS REGARDING REMUNERATION PAID
      TO EACH DIRECTOR.


- --------------------------------------------------------------------------------
SOVEREIGN BANCORP, INC.

Ticker:       SOV            Security ID:  845905108
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  FEB 29, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Joseph P. Campanelli       For       For        Management
1.2   Elect Director William J. Moran           For       For        Management
1.3   Elect Director Maria Fiorini Ramirez      For       For        Management
1.4   Elect Director Alberto Sanchez            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management




- --------------------------------------------------------------------------------
SPRINT NEXTEL CORP

Ticker:       S              Security ID:  852061100
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Robert R. Bennett          For       For        Management
2     Elect Director Gordon M. Bethune          For       For        Management
3     Elect Director Larry C. Glasscock         For       For        Management
4     Elect Director James H. Hance, Jr.        For       For        Management
5     Elect Director Daniel R. Hesse            For       For        Management
6     Elect Director V. Janet Hill              For       For        Management
7     Elect Director Irvine O. Hockaday, Jr.    For       Against    Management
8     Elect Director Rodney O?Neal              For       For        Management
9     Elect Director Ralph V. Whitworth         For       For        Management
10    Ratify Auditors                           For       For        Management
11    Amend Articles/Bylaws/Charter -- Call     Against   Against    Shareholder
      Special Meetings


- --------------------------------------------------------------------------------
STARBUCKS CORP.

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 19, 2008   Meeting Type: Annual
Record Date:  JAN 11, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Howard Schultz             For       For        Management
2     Elect Director Barbara Bass               For       For        Management
3     Elect Director William W. Bradley         For       For        Management
4     Elect Director Mellody Hobson             For       For        Management
5     Elect Director Olden Lee                  For       For        Management
6     Elect Director James G. Shennan, Jr.      For       For        Management
7     Elect Director Javier G. Teruel           For       For        Management
8     Elect Director Myron E. Ullman, III       For       For        Management
9     Elect Director Craig E. Weatherup         For       For        Management
10    Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
SUNTRUST BANKS, INC.

Ticker:       STI            Security ID:  867914103
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  FEB 20, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Patricia C. Frist          For       For        Management
1.2   Elect Director Blake P. Garrett, Jr.      For       For        Management
1.3   Elect Director Douglas Ivester            For       For        Management
1.4   Elect Director Karen Hastie Williams      For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management




- --------------------------------------------------------------------------------
SYMANTEC CORP.

Ticker:       SYMC           Security ID:  871503108
Meeting Date: SEP 13, 2007   Meeting Type: Annual
Record Date:  JUL 17, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Michael Brown              For       For        Management
1.2   Elect Director William T. Coleman         For       For        Management
1.3   Elect Director Frank E. Dangeard          For       For        Management
1.4   Elect Director David L. Mahoney           For       For        Management
1.5   Elect Director Robert S. Miller           For       For        Management
1.6   Elect Director George Reyes               For       Withhold   Management
1.7   Elect Director Daniel H. Schulman         For       For        Management
1.8   Elect Director John W. Thompson           For       For        Management
1.9   Elect Director V. Paul Unruh              For       For        Management
2     Amend Outside Director Stock Awards in    For       For        Management
      Lieu of Cash
3     Ratify Auditors                           For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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


- --------------------------------------------------------------------------------
TRAVELERS COMPANIES, INC., THE

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Alan L. Beller             For       For        Management
1.2   Elect Director John H. Dasburg            For       For        Management
1.3   Elect Director Janet M. Dolan             For       For        Management
1.4   Elect Director Kenneth M. Duberstein      For       For        Management
1.5   Elect Director Jay S. Fishman             For       For        Management
1.6   Elect Director Lawrence G. Graev          For       For        Management
1.7   Elect Director Patricia L. Higgins        For       For        Management
1.8   Elect Director Thomas R. Hodgson          For       For        Management
1.9   Elect Director Cleve L. Killingsworth,    For       For        Management
      Jr.
1.10  Elect Director Robert I. Lipp             For       For        Management
1.11  Elect Director Blythe J. McGarvie         For       For        Management
1.12  Elect Director Glen D. Nelson, M.D.       For       For        Management
1.13  Elect Director Laurie J. Thomsen          For       For        Management
2     Ratify Auditors                           For       For        Management




- --------------------------------------------------------------------------------
TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  G9143X208
Meeting Date: MAR 13, 2008   Meeting Type: Annual
Record Date:  JAN 2, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect  Director Dennis C. Blair           For       For        Management
1.2   Elect  Director Edward D. Breen           For       For        Management
1.3   Elect  Director Brian Duperreault         For       For        Management
1.4   Elect  Director Bruce S. Gordon           For       For        Management
1.5   Elect  Director Rajiv L. Gupta            For       For        Management
1.6   Elect  Director John A. Krol              For       For        Management
1.7   Elect  Director Brendan R. O'Neill        For       For        Management
1.8   Elect  Director William S. Stavropoulos   For       For        Management
1.9   Elect  Director Sandra S. Wijnberg        For       For        Management
1.10  Elect  Director Jerome B. York            For       For        Management
1.11  Elect  Director Timothy M. Donahue        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Bye-laws                            For       For        Management


- --------------------------------------------------------------------------------
UAL CORPORATION

Ticker:       UAUA           Security ID:  902549807
Meeting Date: JUN 12, 2008   Meeting Type: Annual
Record Date:  APR 14, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1.1   Elect Director Richard J. Almeida         For       For        Management
1.2   Elect Director Mary K. Bush               For       For        Management
1.3   Elect Director W. James Farrell           For       For        Management
1.4   Elect Director Walter Isaacson            For       For        Management
1.5   Elect Director Robert D. Krebs            For       For        Management
1.6   Elect Director Robert S. Miller           For       For        Management
1.7   Elect Director James J. O'Connor          For       For        Management
1.8   Elect Director Glenn F. Tilton            For       For        Management
1.9   Elect Director David J. Vitale            For       For        Management
1.10  Elect Director John H. Walker             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
5     Report on Charitable Contributions        Against   Against    Shareholder




- --------------------------------------------------------------------------------
UNILEVER N.V.

Ticker:       UN             Security ID:  904784709
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     TO ADOPT THE ANNUAL ACCOUNTS AND          For       For        Management
      APPROPRIATION OF THE PROFIT FOR THE 2007
      FINANCIAL YEAR.
2     TO DISCHARGE THE EXECUTIVE DIRECTORS IN   For       For        Management
      OFFICE IN THE 2007 FINANCIAL YEAR FOR THE
      FULFILMENT OF THEIR TASK.
3     TO DISCHARGE THE NON-EXECUTIVE DIRECTORS  For       For        Management
      IN OFFICE IN THE 2007 FINANCIAL YEAR FOR
      THE FULFILMENT OF THEIR TASK.
4     TO RE-APPOINT MR P J CESCAU AS AN         For       For        Management
      EXECUTIVE DIRECTOR.
5     TO APPOINT MR J A LAWRENCE AS AN          For       For        Management
      EXECUTIVE DIRECTOR.
6     TO INCREASE GSIP AWARD AND BONUS LIMITS   For       For        Management
      FOR MR J A LAWRENCE.
7     TO RE-APPOINT PROFESSOR G BERGER AS A     For       For        Management
      NON-EXECUTIVE DIRECTOR.
8     TO RE-APPOINT THE RT HON THE LORD BRITTAN For       For        Management
      OF SPENNITHORNE QC, DL AS A NON-EXECUTIVE
      DIRECTOR.
9     TO RE-APPOINT PROFESSOR W DIK AS A        For       For        Management
      NON-EXECUTIVE DIRECTOR.
10    TO RE-APPOINT MR C E GOLDEN AS A          For       For        Management
      NON-EXECUTIVE DIRECTOR.
11    TO RE-APPOINT DR B E GROTE AS A           For       For        Management
      NON-EXECUTIVE DIRECTOR.
12    TO RE-APPOINT MR N MURTHY AS A            For       For        Management
      NON-EXECUTIVE DIRECTOR.
13    TO RE-APPOINT MS H NYASULU AS A           For       For        Management
      NON-EXECUTIVE DIRECTOR.
14    TO RE-APPOINT THE LORD SIMON OF HIGHBURY  For       For        Management
      CBE AS A NON-EXECUTIVE DIRECTOR.
15    TO RE-APPOINT MR K J STORM AS A           For       For        Management
      NON-EXECUTIVE DIRECTOR.
16    TO RE-APPOINT MR M TRESCHOW AS A          For       For        Management
      NON-EXECUTIVE DIRECTOR.
17    TO RE-APPOINT MR J VAN DER VEER AS A      For       For        Management
      NON-EXECUTIVE DIRECTOR.
18    Ratify Auditors                           For       For        Management
19    TO APPROVE THE PROPOSAL TO CHANGE THE     For       For        Management
      REPORTING LANGUAGE.
20    TO DESIGNATE THE BOARD OF DIRECTORS AS    For       For        Management
      THE COMPANY BODY AUTHORISED TO ISSUE
      SHARES IN THE COMPANY.
21    TO AUTHORISE THE BOARD OF DIRECTORS TO    For       For        Management
      PURCHASE SHARES AND DEPOSITARY RECEIPTS
      IN THE COMPANY.
22    TO APPROVE THE PROPOSAL TO REDUCE THE     For       For        Management
      CAPITAL THROUGH CANCELLATION OF SHARES.




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


- --------------------------------------------------------------------------------
WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 6, 2008    Meeting Type: Annual
Record Date:  APR 10, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Aida M. Alvarez            For       For        Management
2     Elect Director James W. Breyer            For       For        Management
3     Elect Director M. Michele Burns           For       For        Management
4     Elect Director James I. Cash, Jr.         For       For        Management
5     Elect Director Roger C. Corbett           For       For        Management
6     Elect Director Douglas N. Daft            For       For        Management
7     Elect Director David D. Glass             For       For        Management
8     Elect Director Gregory B. Penner          For       For        Management
9     Elect Director Allen I. Questrom          For       For        Management
10    Elect Director H. Lee Scott, Jr.          For       For        Management
11    Elect Director Arne M. Sorenson           For       For        Management
12    Elect Director Jim C. Walton              For       For        Management
13    Elect Director S. Robson Walton           For       For        Management
14    Elect Director Christopher J. Williams    For       For        Management
15    Elect Director Linda S. Wolf              For       For        Management
16    Approve Executive Incentive Bonus Plan    For       For        Management
17    Ratify Auditors                           For       For        Management
18    Amend EEO Policy to Prohibit              Against   Against    Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
19    Pay For Superior Performance              Against   Against    Shareholder
20    Claw-back of Payments under Restatements  Against   Against    Shareholder
21    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights
22    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
23    Report on Political Contributions         Against   For        Shareholder
24    Report on Social and Reputation Impact of Against   Against    Shareholder
      Failure to Comply with ILO Conventions
25    Amend Articles/Bylaws/Charter -- Call     Against   Against    Shareholder
      Special Meetings




- --------------------------------------------------------------------------------
WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ----- ----------------------------------------- --------- ---------- -----------
                                                         
1     Elect Director Joseph R. Cleveland        For       For        Management
2     Elect Director Juanita H. Hinshaw         For       For        Management
3     Elect Director Frank T. Macinnis          For       For        Management
4     Elect Director Steven J. Malcolm          For       For        Management
5     Elect Director Janice D. Stoney           For       For        Management
6     Ratify Auditors                           For       For        Management


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


========== 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 Balanced Fund

By (Signature and Title):


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

Date August 28, 2008


                                        2