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 811-08861

                            MORGAN STANLEY VALUE 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: 9/30

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



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

ICA File Number: 811-08861
Reporting Period: 07/01/2007 - 06/30/2008
Morgan Stanley Value Fund

========================== MORGAN STANLEY VALUE 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


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




- --------------------------------------------------------------------------------
ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  FEB 11, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Joseph T. Gorman           For       For        Management
1.2   Elect Director Klaus Kleinfeld            For       For        Management
1.3   Elect Director James W. Owens             For       For        Management
1.4   Elect Director Ratan N. Tata              For       For        Management
2     Ratify Auditor                            For       For        Management
3     Report on Global Warming                  Against   Against    Shareholder


- --------------------------------------------------------------------------------
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 INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 14, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director Stephen F. Bollenbach      For       For        Management
2     Elect Director Martin S. Feldstein        For       For        Management
3     Elect Director Ellen V. Futter            For       For        Management
4     Elect Director Richard C. Holbrooke       For       For        Management
5     Elect Director Fred H. Langhammer         For       For        Management
6     Elect Director George L. Miles, Jr.       For       For        Management
7     Elect Director Morris W. Offit            For       For        Management
8     Elect Director James F. Orr, III          For       For        Management
9     Elect Director Virginia M. Rometty        For       For        Management
10    Elect Director Martin J. Sullivan         For       For        Management
11    Elect Director Michael H. Sutton          For       For        Management
12    Elect Director Edmund S.W. Tse            For       For        Management
13    Elect Director Robert B. Willumstad       For       For        Management
14    Ratify Auditors                           For       For        Management
15    Report on Human Rights Policies Relating  Against   Against    Shareholder
      to Water Use
16    Report on Political Contributions         Against   Against    Shareholder


- --------------------------------------------------------------------------------
ANHEUSER-BUSCH COMPANIES, INC.

Ticker:       BUD            Security ID:  035229103
Meeting Date: APR 23, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director August A. Busch III        For       For        Management
1.2   Elect Director August A. Busch IV         For       For        Management
1.3   Elect Director Carlos Fernandez G.        For       For        Management
1.4   Elect Director James R. Jones             For       For        Management
1.5   Elect Director Joyce M. Roche             For       For        Management
1.6   Elect Director Henry Hugh Shelton         For       For        Management
1.7   Elect Director Patrick T. Stokes          For       For        Management
1.8   Elect Director Andrew C. Taylor           For       For        Management
1.9   Elect Director Douglas A. Warner III      For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Charitable Contributions        Against   Against    Shareholder
5     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
6     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation




- --------------------------------------------------------------------------------
AT&T INC

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



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


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




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

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



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


- --------------------------------------------------------------------------------
BARCLAYS PLC

Ticker:       BCS            Security ID:  06738E204
Meeting Date: SEP 14, 2007   Meeting Type: Special
Record Date:  AUG 6, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     TO APPROVE THE PROPOSED MERGER            For       Against    Management
2     TO APPROVE THE CREATION OF PREFERENCE     For       Against    Management
      SHARES
3     TO RENEW THE AUTHORITY GIVEN TO THE       For       Against    Management
      DIRECTORS TO ALLOT SECURITIES
4     TO RENEW THE AUTHORITY GIVEN TO THE       For       Against    Management
      DIRECTORS TO ALLOT EQUITY SECURITIES FOR
      CASH OTHER THAN ON A PRO-RATA BASIS TO
      SHAREHOLDERS AND TO SELL TREASURY SHARES
5     TO RENEW THE COMPANY S AUTHORITY TO       For       Against    Management
      PURCHASE ITS OWN SHARES
6     TO CANCEL THE SHARE PREMIUM ACCOUNT       For       Against    Management
7     TO APPROVE THE PASSING AND IMPLEMENTATION For       Against    Management
      OF RESOLUTION 2 AT THE EXTRAORDINARY
      GENERAL MEETING RELATING TO THE
      PREFERENCE SHARES AND TO CONSENT TO ANY
      RESULTING CHANGE IN THE RIGHTS OF
      ORDINARY SHARES




- --------------------------------------------------------------------------------
BARCLAYS PLC

Ticker:       BCS            Security ID:  06738E204
Meeting Date: APR 24, 2008   Meeting Type: Annual/Special
Record Date:  MAR 19, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     TO RECEIVE THE DIRECTORS  AND AUDITORS    For       For        Management
      REPORTS AND THE AUDITED ACCOUNTS FOR THE
      YEAR ENDED 31ST DECEMBER 2007.
2     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT FOR THE YEAR ENDED 31ST DECEMBER
      2007.
3     THAT DAVID BOOTH BE RE-ELECTED A DIRECTOR For       For        Management
      OF THE COMPANY.
4     THAT SIR MICHAEL RAKE BE RE-ELECTED A     For       For        Management
      DIRECTOR OF THE COMPANY.
5     THAT PATIENCE WHEATCROFT BE RE-ELECTED A  For       For        Management
      DIRECTOR OF THE COMPANY.
6     THAT FULVIO CONTI BE RE-ELECTED A         For       For        Management
      DIRECTOR OF THE COMPANY.
7     THAT GARY HOFFMAN BE RE-ELECTED A         For       For        Management
      DIRECTOR OF THE COMPANY.
8     THAT SIR JOHN SUNDERLAND BE RE-ELECTED A  For       For        Management
      DIRECTOR OF THE COMPANY.
9     THAT SIR NIGEL RUDD BE RE-ELECTED A       For       For        Management
      DIRECTOR OF THE COMPANY.
10    Ratify Auditors                           For       For        Management
11    TO AUTHORISE THE DIRECTORS TO SET THE     For       For        Management
      REMUNERATION OF THE AUDITORS.
12    TO AUTHORISE THE COMPANY TO MAKE          For       For        Management
      POLITICAL DONATIONS AND INCUR POLITICAL
      EXPENDITURE.
13    TO RENEW THE AUTHORITY GIVEN TO THE       For       For        Management
      DIRECTORS TO ALLOT SECURITIES.
14    TO RENEW THE AUTHORITY GIVEN TO THE       For       For        Management
      DIRECTORS TO ALLOT SECURITIES FOR CASH
      OTHER THAN ON A PRO-RATA BASIS TO
      SHAREHOLDERS AND TO SELL TREASURY SHARES.
15    TO RENEW THE COMPANY S AUTHORITY TO       For       For        Management
      PURCHASE ITS OWN SHARES.
16    TO AUTHORISE THE OFF-MARKET PURCHASE OF   For       For        Management
      STAFF SHARES.
17    TO AUTHORISE THE CREATION OF PREFERENCE   For       For        Management
      SHARES.
18    TO ADOPT NEW ARTICLES OF ASSOCIATION.     For       For        Management
19    TO APPROVE THE PASSING AND IMPLEMENTATION For       For        Management
      OF RESOLUTION 17 AT THE ANNUAL GENERAL
      MEETING RELATING TO THE PREFERNCE SHARES
      AND TO CONSENT TO ANY RESULTING CHANGE IN
      THE RIGHTS OF ORDINARY SHARES.




- --------------------------------------------------------------------------------
BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670207
Meeting Date: MAY 3, 2008    Meeting Type: Annual
Record Date:  MAR 5, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Warren E. Buffett          For       For        Management
1.2   Elect Director Charles T. Munger          For       For        Management
1.3   Elect Director Howard G. Buffett          For       For        Management
1.4   Elect Director Susan L. Decker            For       For        Management
1.5   Elect Director William H. Gates III       For       For        Management
1.6   Elect Director David S. Gottesman         For       For        Management
1.7   Elect Director Charlotte Guyman           For       For        Management
1.8   Elect Director Donald R. Keough           For       For        Management
1.9   Elect Director Thomas S. Murphy           For       For        Management
1.10  Elect Director Ronald L. Olson            For       For        Management
1.11  Elect Director Walter Scott, Jr.          For       For        Management


- --------------------------------------------------------------------------------
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.




- --------------------------------------------------------------------------------
CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: NOV 7, 2007    Meeting Type: Annual
Record Date:  SEP 10, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Colleen F. Arnold          For       For        Management
1.2   Elect Director R. Kerry Clark             For       For        Management
1.3   Elect Director George H. Conrades         For       Withhold   Management
1.4   Elect Director Calvin Darden              For       For        Management
1.5   Elect Director John F. Finn               For       Withhold   Management
1.6   Elect Director Philip L. Francis          For       For        Management
1.7   Elect Director Gregory B. Kenny           For       For        Management
1.8   Elect Director Richard C. Notebaert       For       For        Management
1.9   Elect Director David W. Raisbeck          For       For        Management
1.10  Elect Director Robert D. Walter           For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
6     Performance-Based Equity Awards           Against   For        Shareholder


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




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




- --------------------------------------------------------------------------------
CLEAR CHANNEL COMMUNICATIONS, INC.

Ticker:       CCU            Security ID:  184502102
Meeting Date: SEP 25, 2007   Meeting Type: Special
Record Date:  AUG 20, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management
3     Other Business                            For       Against    Management


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


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

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



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




- --------------------------------------------------------------------------------
DELL INC.

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



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


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




- --------------------------------------------------------------------------------
ELI LILLY AND CO.

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 21, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Michael L. Eskew           For       For        Management
1.2   Elect Director Alfred G. Gilman           For       For        Management
1.3   Elect Director Karen N. Horn              For       Withhold   Management
1.4   Elect Director John C. Lechleiter         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Require a Majority Vote for the Election  For       For        Management
      of Directors
5     Amend Omnibus Stock Plan                  For       For        Management
6     Report on Animal Testing Policies         Against   Against    Shareholder
7     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
8     Reduce Supermajority Vote Requirement     Against   For        Shareholder
9     Report on Political Contributions         Against   Against    Shareholder




- --------------------------------------------------------------------------------
FANNIE MAE

Ticker:       FNM            Security ID:  313586109
Meeting Date: DEC 14, 2007   Meeting Type: Annual
Record Date:  OCT 22, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Stephen B. Ashley          For       For        Management
1.2   Elect Director Dennis R. Beresford        For       For        Management
1.3   Elect Director Louis J. Freeh             For       For        Management
1.4   Elect Director Brenda J. Gaines           For       For        Management
1.5   Elect Director Karen N. Horn, Ph.D.       For       For        Management
1.6   Elect Director Bridget A. Macaskill       For       For        Management
1.7   Elect Director Daniel H. Mudd             For       For        Management
1.8   Elect Director Leslie Rahl                For       For        Management
1.9   Elect Director John C. Sites, Jr.         For       For        Management
1.10  Elect Director Greg C. Smith              For       For        Management
1.11  Elect Director H. Patrick Swygert         For       For        Management
1.12  Elect Director John K. Wulff              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
5     Restore or Provide for Cumulative Voting  Against   Against    Shareholder


- --------------------------------------------------------------------------------
FANNIE MAE

Ticker:       FNM            Security ID:  313586109
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 21, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Directors Stephen B. Ashley         For       For        Management
2     Elect Directors Dennis R. Beresford       For       For        Management
3     Elect Directors Louis J. Freeh            For       For        Management
4     Elect Directors Brenda J. Gaines          For       For        Management
5     Elect Directors Karen N. Horn             For       For        Management
6     Elect Directors Bridget A. Macaskill      For       For        Management
7     Elect Directors Daniel H. Mudd            For       For        Management
8     Elect Directors Leslie Rahl               For       For        Management
9     Elect Directors John C. Sites, Jr.        For       For        Management
10    Elect Directors Greg C. Smith             For       For        Management
11    Elect Directors H. Patrick Swygert        For       For        Management
12    Elect Directors John K. Wulff             For       For        Management
13    Ratify Auditors                           For       For        Management
14    Provide for Cumulative Voting             Against   Against    Shareholder




- --------------------------------------------------------------------------------
FIRST DATA CORP.

Ticker:       FDC            Security ID:  319963104
Meeting Date: JUL 31, 2007   Meeting Type: Special
Record Date:  JUN 21, 2007



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


- --------------------------------------------------------------------------------
FLEXTRONICS INTERNATIONAL LTD.

Ticker:       FLEX           Security ID:  Y2573F102
Meeting Date: SEP 27, 2007   Meeting Type: Annual
Record Date:  AUG 6, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     TO AUTHORIZE THE DIRECTORS OF FLEXTRONICS For       For        Management
      TO ALLOT AND ISSUE ITS ORDINARY SHARES
      PURSUANT TO THE AGREEMENT AND PLAN OF
      MERGER, DATED JUNE 4, 2007, AMONG
      FLEXTRONICS, SATURN MERGER CORP. AND
      SOLECTRON CORPORATION.
2     RE-ELECTION OF MR. JAMES A. DAVIDSON AS A For       Against    Management
      DIRECTOR OF FLEXTRONICS.
3     RE-ELECTION OF MR. LIP-BU TAN AS A        For       Against    Management
      DIRECTOR OF FLEXTRONICS.
4     RE-APPOINTMENT OF MR. ROCKWELL A.         For       For        Management
      SCHNABEL AS A DIRECTOR OF FLEXTRONICS.
5     Ratify Auditors                           For       For        Management
6     TO APPROVE THE GENERAL AUTHORIZATION FOR  For       For        Management
      THE DIRECTORS OF FLEXTRONICS TO ALLOT AND
      ISSUE ORDINARY SHARES.
7     TO APPROVE THE CASH COMPENSATION PAYABLE  For       For        Management
      TO FLEXTRONICS NON-EMPLOYEE DIRECTORS.
8     TO APPROVE THE RENEWAL OF THE SHARE       For       For        Management
      PURCHASE MANDATE RELATING TO ACQUISITIONS
      BY FLEXTRONICS OF ITS OWN ISSUED ORDINARY
      SHARES.
9     TO APPROVE AN AMENDMENT TO THE 2001       For       For        Management
      EQUITY INCENTIVE PLAN TO INCREASE THE
      MAXIMUM NUMBER OF ORDINARY SHARES WHICH
      MAY BE ISSUED AS SHARE BONUSES BY
      5,000,000 ORDINARY SHARES.
10    TO APPROVE AN AMENDMENT TO THE 2001       For       For        Management
      EQUITY INCENTIVE PLAN TO INCREASE THE
      NUMBER OF ORDINARY SHARES RESERVED FOR
      ISSUANCE BY 10,000,000 SHARES.




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




- --------------------------------------------------------------------------------
GENWORTH FINANCIAL, INC.

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 18, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director Frank J. Borelli           For       For        Management
2     Elect Director Michael D. Fraizer         For       For        Management
3     Elect Director Nancy J. Karch             For       For        Management
4     Elect Director J. Robert ?Bob? Kerrey     For       For        Management
5     Elect Director Risa J. Lavizzo-Mourey     For       For        Management
6     Elect Director Saiyid T. Naqvi            For       For        Management
7     Elect Director James A. Parke             For       For        Management
8     Elect Director James S. Riepe             For       For        Management
9     Elect Director Barrett A. Toan            For       For        Management
10    Elect Director Thomas B. Wheeler          For       For        Management
11    Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
GLAXOSMITHKLINE PLC

Ticker:       GSK            Security ID:  37733W105
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 12, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       Abstain    Management
3     Elect Andrew Witty as Director            For       For        Management
4     Elect Christopher Viehbacher as Director  For       For        Management
5     Elect Sir Roy Anderson as Director        For       For        Management
6     Re-elect Sir Christopher Gent as Director For       For        Management
7     Re-elect Sir Ian Prosser as Director      For       For        Management
8     Re-elect Dr Ronaldo Schmitz as Director   For       For        Management
9     Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors of the Company
10    Authorise the Audit Committee to Fix      For       For        Management
      Remuneration of Auditors
11    Authorise the Company to Make Donations   For       For        Management
      to EU Political Organisations up to GBP
      50,000 and to Incur EU Political
      Expenditures up to GBP 50,000
12    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 456,791,387
13    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 68,525,560
14    Authorise 584,204,484 Ordinary Shares for For       For        Management
      Market Purchase
15    Adopt New Articles of Association         For       For        Management




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




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


- --------------------------------------------------------------------------------
INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director C. Black                   For       For        Management
1.2   Elect Director W.R. Brody                 For       For        Management
1.3   Elect Director K.I. Chenault              For       For        Management
1.4   Elect Director M.L. Eskew                 For       For        Management
1.5   Elect Director S.A. Jackson               For       For        Management
1.6   Elect Director L.A. Noto                  For       For        Management
1.7   Elect Director J.W. Owens                 For       For        Management
1.8   Elect Director S.J. Palmisano             For       For        Management
1.9   Elect Director J.E. Spero                 For       For        Management
1.10  Elect Director S. Taurel                  For       For        Management
1.11  Elect Director L.H. Zambrano              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Review Executive Compensation             Against   For        Shareholder
5     Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights
6     Amend Bylaw -- Call Special Meetings      Against   For        Shareholder
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation




- --------------------------------------------------------------------------------
INTERNATIONAL PAPER CO.

Ticker:       IP             Security ID:  460146103
Meeting Date: MAY 12, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Directors Samir G. Gibara           For       Withhold   Management
1.2   Elect Directors John F. Turner            For       Withhold   Management
1.3   Elect Directors Alberto Weisser           For       Withhold   Management
1.4   Elect Directors J. Steven Whisler         For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors
4     Declassify the Board of Directors         For       For        Management
5     Eliminate Supermajority Vote Requirement  For       For        Management
6     Eliminate Supermajority Vote Requirement  For       For        Management
      Relating to Business Combinations
7     Reduce Supermajority Vote Requirement     Against   Against    Shareholder
8     Report on Sustainable Forestry            Against   Against    Shareholder


- --------------------------------------------------------------------------------
J. C. PENNEY CO., INC (HLDG CO)

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director Colleen C. Barrett         For       For        Management
2     Elect Director M. Anthony Burns           For       Against    Management
3     Elect Director Maxine K. Clark            For       For        Management
4     Elect Director Thomas J. Engibous         For       For        Management
5     Elect Director Kent B. Foster             For       For        Management
6     Elect Director Ken C. Hicks               For       For        Management
7     Elect Director Leonard H. Roberts         For       For        Management
8     Elect Director Javier G. Teruel           For       For        Management
9     Elect Director Myron E. Ullman, III       For       For        Management
10    Ratify Auditors                           For       For        Management
11    Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote




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




- --------------------------------------------------------------------------------
KLA-TENCOR CORP.

Ticker:       KLAC           Security ID:  482480100
Meeting Date: NOV 15, 2007   Meeting Type: Annual
Record Date:  OCT 2, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Edward W. Barnholt         For       For        Management
1.2   Elect Director Stephen P. Kaufman         For       For        Management
1.3   Elect Director Richard P. Wallace         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       Against    Management


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


- --------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION

Ticker:       LINTA          Security ID:  53071M104
Meeting Date: OCT 23, 2007   Meeting Type: Special
Record Date:  SEP 6, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Create Tracking Stock                     For       For        Management
2     Approve Dual Class Stock Recapitalization For       For        Management
3     Convert Common Stock into Tracking Stock  For       For        Management
4     Approve Sale of Company Assets            For       For        Management




- --------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION

Ticker:       LINTA          Security ID:  53071M302
Meeting Date: OCT 23, 2007   Meeting Type: Special
Record Date:  SEP 6, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Create Tracking Stock                     For       For        Management
2     Approve Dual Class Stock Recapitalization For       For        Management
3     Convert Common Stock into Tracking Stock  For       For        Management
4     Approve Sale of Company Assets            For       For        Management


- --------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION

Ticker:       LINTA          Security ID:  53071M104
Meeting Date: JUN 6, 2008    Meeting Type: Annual
Record Date:  APR 11, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Mr. David E. Rapley        For       For        Management
1.2   Elect Director Mr. Larry E. Romrell       For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
LIBERTY MEDIA CORPORATION

Ticker:       LINTA          Security ID:  53071M500
Meeting Date: JUN 6, 2008    Meeting Type: Annual
Record Date:  APR 11, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Mr. David E. Rapley        For       For        Management
1.2   Elect Director Mr. Larry E. Romrell       For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 30, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Robert A. Ingram           For       For        Management
1.2   Elect Director Robert J. Johnson          For       For        Management
1.3   Elect Director Richard K. Lochridge       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Reduce Supermajority Vote Requirement     Against   For        Shareholder
5     Pay For Superior Performance              Against   Against    Shareholder


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




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

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



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director Carol T. Christ            For       For        Management
2     Elect Director Armando M. Codina          For       For        Management
3     Elect Director Judith Mayhew Jonas        For       For        Management
4     Elect Director John A. Thain              For       For        Management
5     Ratify Auditors                           For       For        Management
6     Provide for Cumulative Voting             Against   Against    Shareholder
7     Prohibit Executive Officer Stock Sales    Against   Against    Shareholder
      During Buyback
8     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
9     Adopt Employment Contract Principles      Against   For        Shareholder


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

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



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


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

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



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




- --------------------------------------------------------------------------------
NEWS CORPORATION

Ticker:       NWS            Security ID:  65248E203
Meeting Date: OCT 19, 2007   Meeting Type: Annual
Record Date:  AUG 28, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director K. Rupert Murdoch          For       For        Management
1.2   Elect Director Peter L. Barnes            For       For        Management
1.3   Elect Director Kenneth E. Cowley          For       For        Management
1.4   Elect Director David F. DeVoe             For       For        Management
1.5   Elect Director Viet Dinh                  For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Eliminate Dual Class Stock Structure      Against   For        Shareholder


- --------------------------------------------------------------------------------
PFIZER INC.

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



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




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


- --------------------------------------------------------------------------------
ROHM AND HAAS CO.

Ticker:       ROH            Security ID:  775371107
Meeting Date: MAY 5, 2008    Meeting Type: Annual
Record Date:  MAR 7, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director William J. Avery           For       For        Management
2     Elect Director Raj L. Gupta               For       For        Management
3     Elect Director David W. Haas              For       For        Management
4     Elect Director Thomas W. Haas             For       For        Management
5     Elect Director Richard L. Keiser          For       For        Management
6     Elect Director Rick J. Mills              For       For        Management
7     Elect Director Sandra O. Moose            For       For        Management
8     Elect Director Gilbert S. Omenn           For       For        Management
9     Elect Director Gary L. Rogers             For       For        Management
10    Elect Director Ronaldo H. Schmitz         For       For        Management
11    Elect Director George M. Whitesides       For       For        Management
12    Elect Director Marna.C. Whittington       For       For        Management
13    Ratify Auditors                           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


- --------------------------------------------------------------------------------
SOUTHWEST AIRLINES CO.

Ticker:       LUV            Security ID:  844741108
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 25, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director David W. Biegler           For       For        Management
1.2   Elect Director Louis E. Caldera           For       For        Management
1.3   Elect Director C. Webb Crockett           For       For        Management
1.4   Elect Director William H. Cunningham      For       For        Management
1.5   Elect Director Travis C. Johnson          For       For        Management
1.6   Elect Director Gary C. Kelly              For       For        Management
1.7   Elect Director Nancy B. Loeffler          For       For        Management
1.8   Elect Director John T. Montford           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Establish a Compensation Committee        Against   Against    Shareholder
5     Prepare Sustainability Report             Against   Against    Shareholder




- --------------------------------------------------------------------------------
TEXAS INSTRUMENTS, INC.

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 19, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director James R. Adams             For       For        Management
2     Elect Director David L. Boren             For       For        Management
3     Elect Director Daniel A. Carp             For       For        Management
4     Elect Director Carrie S. Cox              For       For        Management
5     Elect Director David R. Goode             For       For        Management
6     Elect Director Pamela H. Patsley          For       For        Management
7     Elect Director Wayne R. Sanders           For       For        Management
8     Elect Director Ruth J. Simmons            For       For        Management
9     Elect Director Richard K. Templeton       For       For        Management
10    Elect Director Christine Todd Whitman     For       For        Management
11    Ratify Auditors                           For       For        Management
12    Require Director Nominee Qualifications   Against   Against    Shareholder


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


- --------------------------------------------------------------------------------
TORCHMARK CORP.

Ticker:       TMK            Security ID:  891027104
Meeting Date: APR 24, 2008   Meeting Type: Annual
Record Date:  MAR 3, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Mark S. McAndrew           For       For        Management
1.2   Elect Director Sam R. Perry               For       For        Management
1.3   Elect Director Lamar C. Smith             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Pay For Superior Performance              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


- --------------------------------------------------------------------------------
U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director Douglas M. Baker, Jr.      For       For        Management
2     Elect Director Joel W. Johnson            For       For        Management
3     Elect Director David B. O'Maley           For       For        Management
4     Elect Director O'Dell M. Owens            For       For        Management
5     Elect Director Craig D. Schnuck           For       For        Management
6     Ratify Auditors                           For       For        Management
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
8     Independent Board Chairman                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.


- --------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 5, 2008    Meeting Type: Annual
Record Date:  APR 9, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director William C. Ballard, Jr.    For       For        Management
2     Elect Director Richard T. Burke           For       For        Management
3     Elect Director Robert J. Darretta         For       For        Management
4     Elect Director Stephen J. Hemsley         For       For        Management
5     Elect Director Michele J. Hooper          For       For        Management
6     Elect Director Douglas W. Leatherdale     For       For        Management
7     Elect Director Glenn M. Renwick           For       For        Management
8     Elect Director Gail R. Wilensky           For       For        Management
9     Amend Omnibus Stock Plan                  For       For        Management
10    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
11    Ratify Auditors                           For       For        Management
12    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
13    Performance-Based Equity Awards           Against   For        Shareholder




- --------------------------------------------------------------------------------
VERIZON COMMUNICATIONS

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



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


- --------------------------------------------------------------------------------
WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 22, 2008   Meeting Type: Annual
Record Date:  FEB 14, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director John D. Baker, II          For       For        Management
2     Elect Director Peter C. Browning          For       For        Management
3     Elect Director John T. Casteen, III       For       For        Management
4     Elect Director Jerry Gitt                 For       For        Management
5     Elect Director William H. Goodwin, Jr.    For       For        Management
6     Elect Director Maryellen C. Herringer     For       For        Management
7     Elect Director Robert A. Ingram           For       For        Management
8     Elect Director Donald M. James            For       For        Management
9     Elect Director Mackey J. McDonald         For       For        Management
10    Elect Director Joseph Neubauer            For       For        Management
11    Elect Director Timothy D. Proctor         For       For        Management
12    Elect Director Ernest S. Rady             For       For        Management
13    Elect Director Van L. Richey              For       For        Management
14    Elect Director Ruth G. Shaw               For       For        Management
15    Elect Director Lanty L. Smith             For       For        Management
16    Elect Director G. Kennedy Thompson        For       For        Management
17    Elect Director Dona Davis Young           For       For        Management
18    Ratify Auditors                           For       For        Management
19    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
20    Report on Political Contributions         Against   Against    Shareholder
21    Require Two Candidates for Each Board     Against   Against    Shareholder
      Seat




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


- --------------------------------------------------------------------------------
WELLPOINT INC

Ticker:       WLP            Security ID:  94973V107
Meeting Date: MAY 21, 2008   Meeting Type: Annual
Record Date:  MAR 17, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Angela F. Braly            For       For        Management
1.2   Elect Director William H.T. Bush          For       For        Management
1.3   Elect Director Warren Y. Jobe             For       For        Management
1.4   Elect Director William G. Mays            For       For        Management
1.5   Elect Director Senator D.W. Riegle, Jr    For       For        Management
1.6   Elect Director William J. Ryan            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation




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

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



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director John S. Chen               For       For        Management
2     Elect Director Lloyd H. Dean              For       For        Management
3     Elect Director Susan E. Engel             For       For        Management
4     Elect Director Enrique Hernandez, Jr.     For       For        Management
5     Elect Director Robert L. Joss             For       For        Management
6     Elect Director Richard M. Kovacevich      For       For        Management
7     Elect Director Richard D. McCormick       For       For        Management
8     Elect Director Cynthia H. Milligan        For       For        Management
9     Elect Director Nicholas G. Moore          For       For        Management
10    Elect Director Philip J. Quigley          For       For        Management
11    Elect Director Donald B. Rice             For       For        Management
12    Elect Director Judith M. Runstad          For       For        Management
13    Elect Director Stephen W. Sanger          For       For        Management
14    Elect Director John G. Stumpf             For       For        Management
15    Elect Director Susan G. Swenson           For       For        Management
16    Elect Director Michael W. Wright          For       For        Management
17    Ratify Auditors                           For       For        Management
18    Amend Executive Incentive Bonus Plan      For       For        Management
19    Amend Omnibus Stock Plan                  For       For        Management
20    Independent Board Chairman                Against   Against    Shareholder
21    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
22    Pay For Superior Performance              Against   Against    Shareholder
23    Report on Human Rights Investment         Against   Against    Shareholder
      Policies
24    Adopt EEO Policy Without Reference to     Against   Against    Shareholder
      Sexual Orientation
25    Report on Racial and Ethnic Disparities   Against   Against    Shareholder
      in Loan Pricing


- --------------------------------------------------------------------------------
WESTERN UNION CO

Ticker:       WU             Security ID:  959802109
Meeting Date: MAY 23, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director Jack M. Greenberg          For       For        Management
2     Elect Director Alan J. Lacy               For       For        Management
3     Elect Director Linda Fayne Levinson       For       For        Management
4     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 Value Fund

By (Signature and Title):


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

Date August 28, 2008


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