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 811-05634

                         MORGAN STANLEY STRATEGIST 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: 7/31

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



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

ICA File Number: 811-05634
Reporting Period: 07/01/2007 - 06/30/2008
Morgan Stanley Strategist Fund

======================== MORGAN STANLEY STRATEGIST FUND ========================


ABITIBIBOWATER INC.

Ticker:       ABH            Security ID:  003687100
Meeting Date: JUN 5, 2008    Meeting Type: Annual
Record Date:  APR 18, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director William E. Davis           For       For        Management
1.2   Elect Director Ruth R. Harkin             For       For        Management
1.3   Elect Director Lise Lachapelle            For       For        Management
1.4   Elect Director John A. Rolls              For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management


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


- --------------------------------------------------------------------------------
ALLSTATE CORP., THE

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 20, 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 Robert D. Beyer            For       For        Management
3     Elect Director W. James Farrell           For       For        Management
4     Elect Director Jack M. Greenberg          For       For        Management





                                                         
5     Elect Director Ronald T. LeMay            For       For        Management
6     Elect Director J. Christopher Reyes       For       For        Management
7     Elect Director H. John Riley, Jr.         For       For        Management
8     Elect Director Joshua I. Smith            For       For        Management
9     Elect Director Judith A. Sprieser         For       For        Management
10    Elect Director Mary Alice Taylor          For       For        Management
11    Elect Director Thomas J. Wilson           For       For        Management
12    Ratify Auditors                           For       For        Management
13    Provide for Cumulative Voting             Against   Against    Shareholder
14    Amend Articles/Bylaws/Charter -- Call     Against   Against    Shareholder
      Special Meetings
15    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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


- --------------------------------------------------------------------------------
ALUMINUM CORPORATION OF CHINA LTD

Ticker:       ACH            Security ID:  022276109
Meeting Date: MAY 9, 2008    Meeting Type: Annual/Special
Record Date:  APR 2, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Approve Report of the Directors           For       For        Management
2     Approve Report of the Supervisory         For       For        Management
      Committee
3     Accept Financial Statements and Statutory For       For        Management
      Reports
4     Approve Profit Distribution Proposal and  For       For        Management
      Final Dividend
5     Elect Zhu Demiao as Independent           For       For        Management
      Non-Executive Director





                                                         
6     Elect Wang Mengkui as Independent         For       For        Management
      Non-Executive Director
7     Authorize Board to Fix Remuneration of    For       For        Management
      Directors and Supervisors
8     Approve Proposal to Pay a Discretionary   For       For        Management
      Bonus for the Year 2007 to Directors and
      Supervisors
9     Approve Renewal of Liability Insurance    For       Against    Management
      for Directors, Supervisors and Senior
      Management for the Year 2008/2009
10    Reappoint PricewaterhouseCoopers, Hong    For       For        Management
      Kong Certified Public Accountants, and
      PricewaterhouseCoopers Zhong Tian CPAs
      Ltd. Co. as Independent Auditors and PRC
      Auditors, Respectively, and Authorize
      Board to Fix Their Remuneration
11    Other Business (Voting)                   For       Against    Management
12    Authorize Issuance of Short-Term Bonds    For       For        Management
      with a Principal Amount of Up to RMB 10.0
      Billion
13    Approve Issuance of H Shares without      For       Against    Management
      Preemptive Rights
14    Amend Articles Re: Business Scope and     For       For        Shareholder
      Share Certificates
15    Approve Issuance of Medium-Term Bonds     For       Against    Shareholder
      with a Principal Amount of Not Less Than
      RMB 3.0 Billion and Not More Than 10.0
      Biliion
16    Approve Acquisition of the Target Equity  For       For        Management
      Interests from Aluminum Corporation of
      China Upon Successful Bidding at the
      China Beijing Equity Exchange and Related
      Transactions


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

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



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




- --------------------------------------------------------------------------------
AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 28, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Daniel F. Akerson          For       For        Management
1.2   Elect Director Charlene Barshefsky        For       For        Management
1.3   Elect Director Ursula M. Burns            For       For        Management
1.4   Elect Director Kenneth I. Chenault        For       For        Management
1.5   Elect Director Peter Chernin              For       For        Management
1.6   Elect Director Jan Leschly                For       For        Management
1.7   Elect Director Richard C. Levin           For       For        Management
1.8   Elect Director Richard A. McGinn          For       Withhold   Management
1.9   Elect Director Edward D. Miller           For       For        Management
1.10  Elect Director Steven S Reinemund         For       For        Management
1.11  Elect Director Robert D. Walter           For       For        Management
1.12  Elect Director Ronald A. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require Majority Vote for Non-Contested   For       For        Management
      Election
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Reduce Supermajority Vote Requirement     For       For        Management
6     Reduce Supermajority Vote Requirement     For       For        Management
7     Reduce Supermajority Vote Requirement     For       For        Management
8     Provide for Cumulative Voting             Against   Against    Shareholder


- --------------------------------------------------------------------------------
APPLE, INC.

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



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


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


- --------------------------------------------------------------------------------
BARRICK GOLD CORP.

Ticker:       ABX            Security ID:  067901108
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 18, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director H.L. Beck                  For       For        Management
1.2   Elect Director C.W.D. Birchall            For       For        Management
1.3   Elect Director D.J. Carty                 For       For        Management
1.4   Elect Director G. Cisneros                For       Withhold   Management
1.5   Elect Director M.A. Cohen                 For       For        Management
1.6   Elect Director P.A. Crossgrove            For       For        Management
1.7   Elect Director R.M. Franklin              For       For        Management
1.8   Elect Director P.C. Godsoe                For       For        Management
1.9   Elect Director J.B. Harvey                For       For        Management
1.10  Elect Director B. Mulroney                For       For        Management
1.11  Elect Director A. Munk                    For       For        Management
1.12  Elect Director P. Munk                    For       For        Management
1.13  Elect Director S.J. Shapiro               For       For        Management
1.14  Elect Director G.C. Wilkins               For       For        Management
2     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
3     Repeal and Replacement of By-Law 1.       For       For        Management
4     Hire Expert Panel to Publish Annual       Against   Against    Shareholder
      Recommendations on Pascua-Lama Project




- --------------------------------------------------------------------------------
C. R. BARD, INC.

Ticker:       BCR            Security ID:  067383109
Meeting Date: APR 16, 2008   Meeting Type: Annual
Record Date:  FEB 25, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director T. Kevin Dunnigan          For       For        Management
1.2   Elect Director Gail K. Naughton           For       For        Management
1.3   Elect Director John H. Weiland            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management
5     Require Majority Vote for Non-Contested   For       For        Management
      Election


- --------------------------------------------------------------------------------
CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 11, 2008   Meeting Type: Annual
Record Date:  APR 14, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director W. Frank Blount            For       For        Management
1.2   Elect Director John R. Brazil             For       For        Management
1.3   Elect Director Eugene V. Fife             For       For        Management
1.4   Elect Director Gail D. Fosler             For       For        Management
1.5   Elect Director Peter A. Magowan           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Report on Foreign Military Sales          Against   Against    Shareholder


- --------------------------------------------------------------------------------
CELGENE CORP.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 18, 2008   Meeting Type: Annual
Record Date:  APR 22, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Sol J. Barer               For       For        Management
1.2   Elect Director Robert J. Hugin            For       For        Management
1.3   Elect Director Michael D. Casey           For       For        Management
1.4   Elect Director Rodman L. Drake            For       For        Management
1.5   Elect Director A. Hull Hayes, Jr.         For       Withhold   Management
1.6   Elect Director Gilla Kaplan               For       For        Management
1.7   Elect Director James J. Loughlin          For       For        Management
1.8   Elect Director Ernest Mario               For       For        Management
1.9   Elect Director Walter L. Robb             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management




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

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



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


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


- --------------------------------------------------------------------------------
CITIZENS COMMUNICATIONS CO.

Ticker:       CZN            Security ID:  17453B101
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 19, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Kathleen Q. Abernathy      For       For        Management
1.2   Elect Director Leroy T. Barnes, Jr.       For       For        Management
1.3   Elect Director Peter C.B. Bynoe           For       For        Management
1.4   Elect Director Michael T. Dugan           For       For        Management
1.5   Elect Director Jeri B. Finard             For       For        Management
1.6   Elect Director Lawton Wehle Fitt          For       For        Management
1.7   Elect Director William M. Kraus           For       For        Management
1.8   Elect Director Howard L. Schrott          For       For        Management
1.9   Elect Director Larraine D. Segil          For       For        Management
1.10  Elect Director David H. Ward              For       For        Management
1.11  Elect Director Myron A. Wick, III         For       For        Management
1.12  Elect Director Mary Agnes Wilderotter     For       For        Management
2     Change Company Name                       For       For        Management
3     Replace Enumerated Purposes Clause        For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
5     Ratify Auditors                           For       For        Management




- --------------------------------------------------------------------------------
COLGATE-PALMOLIVE CO.

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director John T. Cahill             For       For        Management
2     Elect Director Jill K. Conway             For       For        Management
3     Elect Director Ian M. Cook                For       For        Management
4     Elect Director Ellen M. Hancock           For       For        Management
5     Elect Director David W. Johnson           For       For        Management
6     Elect Director Richard J. Kogan           For       For        Management
7     Elect Director Delano E. Lewis            For       For        Management
8     Elect Director Reuben Mark                For       For        Management
9     Elect Director J. Pedro Reinhard          For       For        Management
10    Elect Director Stephen I. Sadove          For       For        Management
11    Ratify Auditors                           For       For        Management
12    Increase Authorized Common Stock          For       For        Management


- --------------------------------------------------------------------------------
COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 29, 2008   Meeting Type: Annual
Record Date:  NOV 23, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Susan L. Decker            For       For        Management
1.2   Elect Director Richard D. Dicerchio       For       For        Management
1.3   Elect Director Richard M. Libenson        For       For        Management
1.4   Elect Director John W. Meisenbach         For       For        Management
1.5   Elect Director Charles T. Munger          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

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



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     ELECTION OF DIRECTOR: CRAIG ARNOLD        For       For        Management
2     ELECTION OF DIRECTOR: ROBERT H. BRUST     For       For        Management
3     ELECTION OF DIRECTOR: JOHN M. CONNORS,    For       For        Management
      JR.
4     ELECTION OF DIRECTOR: CHRISTOPHER J.      For       For        Management
      COUGHLIN
5     ELECTION OF DIRECTOR: TIMOTHY M. DONAHUE  For       For        Management
6     ELECTION OF DIRECTOR: KATHY J. HERBERT    For       For        Management
7     ELECTION OF DIRECTOR: RANDALL J. HOGAN,   For       For        Management
      III
8     ELECTION OF DIRECTOR: RICHARD J. MEELIA   For       For        Management
9     ELECTION OF DIRECTOR: DENNIS H. REILLEY   For       For        Management
10    ELECTION OF DIRECTOR: TADATAKA YAMADA     For       For        Management
11    ELECTION OF DIRECTOR: JOSEPH A.           For       For        Management
      ZACCAGNINO
12    Ratify Auditors                           For       For        Management




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

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



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


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

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



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


- --------------------------------------------------------------------------------
EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 5, 2008    Meeting Type: Annual
Record Date:  NOV 27, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director D.N. Farr                  For       For        Management
1.2   Elect Director R.B. Horton                For       For        Management
1.3   Elect Director C.A. Peters                For       For        Management
1.4   Elect Director J.W. Prueher               For       For        Management
2     Ratify Auditors                           For       For        Management




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

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



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Michael J. Boskin          For       For        Management
1.2   Elect Director Larry R. Faulkner          For       For        Management
1.3   Elect Director William W. George          For       For        Management
1.4   Elect Director James R. Houghton          For       For        Management
1.5   Elect Director Reatha Clark King          For       For        Management
1.6   Elect Director Marilyn Carlson Nelson     For       For        Management
1.7   Elect Director Samuel J. Palmisano        For       For        Management
1.8   Elect Director Steven S Reinemund         For       For        Management
1.9   Elect Director Walter V. Shipley          For       For        Management
1.10  Elect Director Rex W. Tillerson           For       For        Management
1.11  Elect Director Edward E. Whitacre, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Bylaws to Prohibit Precatory        Against   Against    Shareholder
      Proposals
4     Require Director Nominee Qualifications   Against   Against    Shareholder
5     Independent Board Chairman                Against   For        Shareholder
6     Approve Distribution Policy               Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
8     Compare CEO Compensation to Company's     Against   Against    Shareholder
      Lowest Paid U.S. Workers
9     Claw-back of Payments under Restatements  Against   Against    Shareholder
10    Review Anti-discrimination Policy on      Against   Against    Shareholder
      Corporate Sponsorships and Executive
      Perks
11    Report on Political Contributions         Against   Against    Shareholder
12    Amend EEO Policy to Prohibit              Against   For        Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
13    Report on Community Environmental Impacts Against   Against    Shareholder
      of Operations
14    Report on Potential Environmental Damage  Against   Against    Shareholder
      from Drilling in the Arctic National
      Wildlife Refuge
15    Adopt Greenhouse Gas Emissions Goals for  Against   Against    Shareholder
      Products and Operations
16    Report on Carbon Dioxide Emissions        Against   Against    Shareholder
      Information at Gas Stations
17    Report on Climate Change Impacts on       Against   Against    Shareholder
      Emerging Countries
18    Report on Energy Technologies Development Against   Against    Shareholder
19    Adopt Policy to Increase Renewable Energy Against   Abstain    Shareholder


- --------------------------------------------------------------------------------
FAIRPOINT COMMUNICATIONS, INC

Ticker:       FRP            Security ID:  305560104
Meeting Date: AUG 22, 2007   Meeting Type: Annual
Record Date:  JUL 5, 2007



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Issue Shares in Connection with an        For       Did Not    Management
      Acquisition                                         Vote





                                                         
2.1   Elect Director David L. Hauser            For       Did Not    Management
                                                          Vote
3     Ratify Auditors                           For       Did Not    Management
                                                          Vote
4     Adjourn Meeting                           For       Did Not    Management
                                                          Vote


- --------------------------------------------------------------------------------
GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 19, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Paul Berg                  For       For        Management
1.2   Elect Director John F. Cogan              For       For        Management
1.3   Elect Director Etienne F. Davignon        For       For        Management
1.4   Elect Director James M. Denny             For       For        Management
1.5   Elect Director Carla A. Hills             For       For        Management
1.6   Elect Director John W. Madigan            For       For        Management
1.7   Elect Director John C. Martin             For       For        Management
1.8   Elect Director Gordon E. Moore            For       For        Management
1.9   Elect Director Nicholas Moore             For       For        Management
1.10  Elect Director Gayle E. Wilson            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Increase Authorized Common Stock          For       For        Management


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

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



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




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

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



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


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

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



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


- --------------------------------------------------------------------------------
HESS CORPORATION

Ticker:       HES            Security ID:  42809H107
Meeting Date: MAY 7, 2008    Meeting Type: Annual
Record Date:  MAR 17, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Edith E. Holiday           For       For        Management
1.2   Elect Director John H. Mullin             For       For        Management
1.3   Elect Director John J. O'Connor           For       For        Management





                                                         
1.4   Elect Director F. Borden Walker           For       For        Management
1.5   Elect Director Robert N. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management


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

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



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




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

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



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


- --------------------------------------------------------------------------------
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       Did Not    Management
                                                          Vote
1.2   Elect Directors John F. Turner            For       Did Not    Management
                                                          Vote
1.3   Elect Directors Alberto Weisser           For       Did Not    Management
                                                          Vote





                                                         
1.4   Elect Directors J. Steven Whisler         For       Did Not    Management
                                                          Vote
2     Ratify Auditors                           For       Did Not    Management
                                                          Vote
3     Adopt Majority Voting for Uncontested     For       Did Not    Management
      Election of Directors                               Vote
4     Declassify the Board of Directors         For       Did Not    Management
                                                          Vote
5     Eliminate Supermajority Vote Requirement  For       Did Not    Management
                                                          Vote
6     Eliminate Supermajority Vote Requirement  For       Did Not    Management
      Relating to Business Combinations                   Vote
7     Reduce Supermajority Vote Requirement     Against   Did Not    Shareholder
                                                          Vote
8     Report on Sustainable Forestry            Against   Did Not    Shareholder
                                                          Vote


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

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



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


- --------------------------------------------------------------------------------
JPMORGAN CHASE & CO.

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



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director Crandall C. Bowles         For       For        Management
2     Elect Director Stephen B. Burke           For       For        Management
3     Elect Director David M. Cote              For       For        Management
4     Elect Director James S. Crown             For       For        Management
5     Elect Director James Dimon                For       For        Management
6     Elect Director Ellen V. Futter            For       For        Management
7     Elect Director William H. Gray, III       For       For        Management
8     Elect Director Laban P. Jackson, Jr.      For       For        Management
9     Elect Director Robert I. Lipp             For       For        Management
10    Elect Director David C. Novak             For       For        Management





                                                         
11    Elect Director Lee R. Raymond             For       For        Management
12    Elect Director William C. Weldon          For       For        Management
13    Ratify Auditors                           For       For        Management
14    Amend Omnibus Stock Plan                  For       For        Management
15    Amend Executive Incentive Bonus Plan      For       For        Management
16    Report on Government Service of Employees Against   Against    Shareholder
17    Report on Political Contributions         Against   Against    Shareholder
18    Independent Board Chairman                Against   Against    Shareholder
19    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
20    Require More Director Nominations Than    Against   Against    Shareholder
      Open Seats
21    Report on Human Rights Investment         Against   Against    Shareholder
      Policies
22    Report on Lobbying Activities             Against   Against    Shareholder


- --------------------------------------------------------------------------------
KELLOGG CO.

Ticker:       K              Security ID:  487836108
Meeting Date: APR 25, 2008   Meeting Type: Annual
Record Date:  MAR 4, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director David Mackay               For       For        Management
1.2   Elect Director Sterling Speirn            For       For        Management
1.3   Elect Director John Zabriskie             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

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



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




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

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



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Ajay Banga                 For       For        Management
1.2   Elect Director Jan Bennink                For       For        Management
1.3   Elect Director Myra M. Hart               For       For        Management
1.4   Elect Director Lois D. Juliber            For       For        Management
1.5   Elect Director Mark D. Ketchum            For       For        Management
1.6   Elect Director Richard A. Lerner          For       For        Management
1.7   Elect Director John C. Pope               For       For        Management
1.8   Elect Director Fredric G. Reynolds        For       For        Management
1.9   Elect Director Irene B. Rosenfeld         For       For        Management
1.10  Elect Director Mary L. Schapiro           For       For        Management
1.11  Elect Director Deborah C. Wright          For       For        Management
1.12  Elect Director Frank G. Zarb              For       For        Management
2     Ratify Auditors                           For       For        Management


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




- --------------------------------------------------------------------------------
MARSHALL & ILSLEY CORP.

Ticker:       MI             Security ID:  571834100
Meeting Date: OCT 25, 2007   Meeting Type: Special
Record Date:  SEP 19, 2007



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


- --------------------------------------------------------------------------------
MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 29, 2008   Meeting Type: Annual
Record Date:  APR 4, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director Michael J. Dolan           For       For        Management
2     Elect Director Robert A. Eckert           For       For        Management
3     Elect Director Frances D. Fergusson       For       For        Management
4     Elect Director Tully M. Friedman          For       For        Management
5     Elect Director Dominic Ng                 For       For        Management
6     Elect Director Vasant M. Prabhu           For       For        Management
7     Elect Director Andrea L. Rich             For       For        Management
8     Elect Director Ronald L. Sargent          For       For        Management
9     Elect Director Dean A. Scarborough        For       For        Management
10    Elect Director Christopher A. Sinclair    For       For        Management
11    Elect Director G. Craig Sullivan          For       For        Management
12    Elect Director Kathy Brittain White       For       For        Management
13    Ratify Auditors                           For       For        Management
14    Report on Product Safety and Working      Against   Against    Shareholder
      Conditions


- --------------------------------------------------------------------------------
MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 22, 2008   Meeting Type: Annual
Record Date:  MAR 24, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director Ralph Alvarez              For       For        Management
2     Elect Director Susan E. Arnold            For       For        Management
3     Elect Director Richard H. Lenny           For       For        Management
4     Elect Director Cary D. McMillan           For       For        Management
5     Elect Director Sheila A. Penrose          For       For        Management
6     Elect Director James A. Skinner           For       For        Management
7     Ratify Auditors                           For       For        Management




- --------------------------------------------------------------------------------
MEADWESTVACO CORP.

Ticker:       MWV            Security ID:  583334107
Meeting Date: APR 28, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Michael E. Campbell        For       For        Management
1.2   Elect Director Thomas W. Cole, Jr.        For       For        Management
1.3   Elect Director James M. Kilts             For       For        Management
1.4   Elect Director Susan J. Kropf             For       For        Management
1.5   Elect Director Douglas S. Luke            For       For        Management
1.6   Elect Director Robert C. McCormack        For       For        Management
1.7   Elect Director Timothy H. Powers          For       For        Management
1.8   Elect Director Edward M. Straw            For       For        Management
1.9   Elect Director Jane L. Warner             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Voting for Uncontested     For       For        Management
      Election of Directors


- --------------------------------------------------------------------------------
METROPCS COMMUNICATIONS, INC.

Ticker:       PCS            Security ID:  591708102
Meeting Date: MAY 23, 2008   Meeting Type: Annual
Record Date:  APR 15, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Roger D. Linquist          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       Against    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




- --------------------------------------------------------------------------------
NOKIA CORP.

Ticker:       NOK            Security ID:  654902204
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     APPROVAL OF THE ANNUAL ACCOUNTS           For       For        Management
2     APPROVAL OF THE DISTRIBUTION OF THE       For       For        Management
      PROFIT FOR THE YEAR, PAYMENT OF DIVIDEND
3     APPROVAL OF THE DISCHARGE OF THE          For       For        Management
      CHAIRMAN, THE MEMBERS OF THE BOARD OF
      DIRECTORS, AND THE PRESIDENT, FROM
      LIABILITY
4     APPROVAL OF THE REMUNERATION TO THE       For       For        Management
      MEMBERS OF THE BOARD OF DIRECTORS
5     APPROVAL OF THE NUMBER OF THE MEMBERS OF  For       For        Management
      THE BOARD OF DIRECTORS
6.1   Elect Director Georg Ehrnrooth            For       For        Management
6.2   Elect Director Lalita D. Gupte            For       For        Management
6.3   Elect Director Bengt Holmstrom            For       For        Management
6.4   Elect Director Henning Kagermann          For       For        Management
6.5   Elect Director Olli-Pekka Kallasvuo       For       For        Management
6.6   Elect Director Per Karlsson               For       For        Management
6.7   Elect Director Jorma Ollila               For       For        Management
6.8   Elect Director Marjorie Scardino          For       For        Management
6.9   Elect Director Risto Siilasmaa            For       For        Management
6.10  Elect Director Keijo Suila                For       For        Management
7     APPROVAL OF THE AUDITOR REMUNERATION      For       For        Management
8     APPROVAL OF THE RE-ELECTION OF            For       For        Management
      PRICEWATERHOUSECOOPERS OY AS THE AUDITORS
      FOR FISCAL YEAR 2008
9     APPROVAL OF THE AUTHORIZATION TO THE      For       For        Management
      BOARD OF DIRECTORS TO RESOLVE TO
      REPURCHASE NOKIA SHARES
10    MARK THE  FOR  BOX IF YOU WISH TO         None      Against    Management
      INSTRUCT NOKIA'S LEGAL COUNSELS TO VOTE
      IN THEIR DISCRETION ON YOUR BEHALF ONLY
      UPON ITEM 10


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

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



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




- --------------------------------------------------------------------------------
NYSE EURONEXT

Ticker:       NYX            Security ID:  629491101
Meeting Date: MAY 15, 2008   Meeting Type: Annual
Record Date:  MAR 20, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Ellyn L. Brown             For       For        Management
1.2   Elect Director Marshall N. Carter         For       For        Management
1.3   Elect Director Sir George Cox             For       For        Management
1.4   Elect Director William E. Ford            For       For        Management
1.5   Elect Director Sylvain Hefes              For       For        Management
1.6   Elect Director Jan-Michiel Hessels        For       For        Management
1.7   Elect Director Dominique Hoenn            For       For        Management
1.8   Elect Director Shirley Ann Jackson        For       For        Management
1.9   Elect Director James S. McDonald          For       For        Management
1.10  Elect Director Duncan McFarland           For       For        Management
1.11  Elect Director James J. McNulty           For       For        Management
1.12  Elect Director Duncan L. Niederauer       For       For        Management
1.13  Elect Director Baron Jean Peterbroeck     For       For        Management
1.14  Elect Director Alice M. Rivlin            For       For        Management
1.15  Elect Director Ricardo Salgado            For       For        Management
1.16  Elect Director Jean-Francois Theodore     For       For        Management
1.17  Elect Director Rijnhard van Tets          For       For        Management
1.18  Elect Director Sir Brian Williamson       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Approve Issuance of Stock Certificate of  Against   Against    Shareholder
      Ownership of NYSE Euronext


- --------------------------------------------------------------------------------
OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 16, 2008   Meeting Type: Annual
Record Date:  MAR 27, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director John D. Wren               For       For        Management
1.2   Elect Director Bruce Crawford             For       For        Management
1.3   Elect Director Robert Charles Clark       For       For        Management
1.4   Elect Director Leonard S. Coleman, Jr.    For       For        Management
1.5   Elect Director Errol M. Cook              For       For        Management
1.6   Elect Director Susan S. Denison           For       For        Management
1.7   Elect Director Michael A. Henning         For       For        Management
1.8   Elect Director John R. Murphy             For       For        Management
1.9   Elect Director John R. Purcell            For       For        Management
1.10  Elect Director Linda Johnson Rice         For       For        Management
1.11  Elect Director Gary L. Roubos             For       For        Management
2     Ratify Auditors                           For       For        Management




- --------------------------------------------------------------------------------
ORACLE CORP.

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



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


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

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



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


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

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



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director Barbara M. Barrett         For       For        Management
2     Elect Director Vernon E. Clark            For       For        Management
3     Elect Director John M. Deutch             For       For        Management
4     Elect Director Frederic M. Poses          For       For        Management
5     Elect Director Michael C. Ruettgers       For       For        Management
6     Elect Director Ronald L. Skates           For       For        Management





                                                         
7     Elect Director William R. Spivey          For       For        Management
8     Elect Director Linda G. Stuntz            For       For        Management
9     Elect Director William H. Swanson         For       For        Management
10    Ratify Auditors                           For       For        Management
11    Establish SERP Policy                     Against   For        Shareholder
12    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------
SMITH INTERNATIONAL, INC.

Ticker:       SII            Security ID:  832110100
Meeting Date: MAY 13, 2008   Meeting Type: Annual
Record Date:  MAR 14, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Loren K. Carroll           For       For        Management
1.2   Elect Director Dod A. Fraser              For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management


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

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



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




- --------------------------------------------------------------------------------
ST. JUDE MEDICAL, INC.

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



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


- --------------------------------------------------------------------------------
SYBASE, INC.

Ticker:       SY             Security ID:  871130100
Meeting Date: APR 15, 2008   Meeting Type: Annual
Record Date:  FEB 15, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director John S. Chen               For       For        Management
1.2   Elect Director Michael A. Daniels         For       For        Management
1.3   Elect Director Alan B. Salisbury          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO.

Ticker:       TSM            Security ID:  874039100
Meeting Date: JUN 13, 2008   Meeting Type: Annual
Record Date:  APR 15, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     TO ACCEPT 2007 BUSINESS REPORT AND        For       For        Management
      FINANCIAL STATEMENTS.
2     TO APPROVE THE PROPOSAL FOR DISTRIBUTION  For       For        Management
      OF 2007 PROFITS.
3     TO APPROVE THE CAPITALIZATION OF 2007     For       For        Management
      DIVIDENDS, 2007 EMPLOYEE PROFIT SHARING,
      AND CAPITAL SURPLUS.


- --------------------------------------------------------------------------------
THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 20, 2008   Meeting Type: Annual
Record Date:  MAR 28, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director Scott M. Sperling          For       For        Management
2     Elect Director Bruce L. Koepfgen          For       For        Management
3     Elect Director Michael E. Porter          For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Ratify Auditors                           For       For        Management




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

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



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director James L. Barksdale         For       For        Management
2     Elect Director Jeffrey L. Bewkes          For       For        Management
3     Elect Director Stephen F. Bollenbach      For       For        Management
4     Elect Director Frank J. Caufield          For       For        Management
5     Elect Director Robert C. Clark            For       For        Management
6     Elect Director Mathias Dopfner            For       For        Management
7     Elect Director Jessica P. Einhorn         For       For        Management
8     Elect Director Reuben Mark                For       For        Management
9     Elect Director Michael A. Miles           For       For        Management
10    Elect Director Kenneth J. Novack          For       For        Management
11    Elect Director Richard D. Parsons         For       For        Management
12    Elect Director Deborah C. Wright          For       For        Management
13    Eliminate Supermajority Vote Requirement  For       For        Management
14    Amend Executive Incentive Bonus Plan      For       For        Management
15    Ratify Auditors                           For       For        Management
16    Independent Board Chairman                Against   Against    Shareholder


- --------------------------------------------------------------------------------
UNITED STATES STEEL CORP.

Ticker:       X              Security ID:  912909108
Meeting Date: APR 29, 2008   Meeting Type: Annual
Record Date:  FEB 29, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Richard A. Gephardt        For       For        Management
1.2   Elect Director Glenda G. McNeal           For       For        Management
1.3   Elect Director Patricia A. Tracey         For       For        Management
1.4   Elect Director Graham B. Spanier          For       For        Management
2     Ratify Auditors                           For       For        Management


- --------------------------------------------------------------------------------
UST INC.

Ticker:       UST            Security ID:  902911106
Meeting Date: MAY 6, 2008    Meeting Type: Annual
Record Date:  MAR 10, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director John D. Barr               For       For        Management
1.2   Elect Director John P. Clancey            For       For        Management
1.3   Elect Director Patricia Diaz Dennis       For       For        Management
1.4   Elect Director Joseph E. Heid             For       For        Management
1.5   Elect Director Murray S. Kessler          For       For        Management
1.6   Elect Director Peter J. Neff              For       For        Management
1.7   Elect Director Andrew J. Parsons          For       For        Management
1.8   Elect Director Ronald J. Rossi            For       For        Management
1.9   Elect Director Lawrence J. Ruisi          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
4     Adopt Principles for Health Care Reform   Against   Against    Shareholder




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


- --------------------------------------------------------------------------------
WEYERHAEUSER CO.

Ticker:       WY             Security ID:  962166104
Meeting Date: APR 17, 2008   Meeting Type: Annual
Record Date:  FEB 22, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director John I. Kieckhefer         For       For        Management
2     Elect Director Arnold G. Langbo           For       For        Management
3     Elect Director Charles R. Williamson      For       For        Management
4     Independent Board Chairman                Against   Against    Shareholder
5     Ratify Auditors                           For       For        Management




- --------------------------------------------------------------------------------
WINDSTREAM CORP.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 8, 2008    Meeting Type: Annual
Record Date:  MAR 14, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1.1   Elect Director Carol B. Armitage          For       For        Management
1.2   Elect Director Samuel E. Beall, III       For       For        Management
1.3   Elect Director Dennis E. Foster           For       For        Management
1.4   Elect Director Francis X. Frantz          For       For        Management
1.5   Elect Director Jeffery R. Gardner         For       For        Management
1.6   Elect Director Jeffrey T. Hinson          For       For        Management
1.7   Elect Director Judy K. Jones              For       For        Management
1.8   Elect Director William A. Montgomery      For       For        Management
1.9   Elect Director Frank E. Reed              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


- --------------------------------------------------------------------------------
ZIMMER HOLDINGS INC

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 5, 2008    Meeting Type: Annual
Record Date:  MAR 6, 2008



#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
- ---   ----------------------------------------  -------   ---------  -----------
                                                         
1     Elect Director David C. Dvorak            For       For        Management
2     Elect Director Robert A. Hagemann         For       For        Management
3     Elect Director Arthur J. Higgins          For       For        Management
4     Elect Director Cecil B. Pickett           For       For        Management
5     Ratify Auditors                           For       For        Management
6     Amend Executive Incentive Bonus Plan      For       For        Management
7     Eliminate Supermajority Vote Requirement  For       For        Management


========== 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 Strategist Fund

By (Signature and Title):


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

Date August 28, 2008


                                        2