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)


                           Stefanie V. Chang Yu, 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: 7/1/08 - 6/30/09


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

ICA File Number: 811-05634
Reporting Period: 07/01/2008 - 06/30/2009
Morgan Stanley Strategist Fund









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


ACTIVISION BLIZZARD, INC.

Ticker:       ATVI           Security ID:  00507V109
Meeting Date: JUN 5, 2009    Meeting Type: Annual
Record Date:  APR 7, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Philippe G. H. Capron    For       For          Management
1.2   Elect Director Robert J. Corti          For       Withhold     Management
1.3   Elect Director Frederic R. Crepin       For       For          Management
1.4   Elect Director Brian G. Kelly           For       For          Management
1.5   Elect Director Robert A. Kotick         For       For          Management
1.6   Elect Director Jean-bernard Levy        For       For          Management
1.7   Elect Director Robert J. Morgado        For       For          Management
1.8   Elect Director Douglas P. Morris        For       For          Management
1.9   Elect Director Stephane Roussel         For       For          Management
1.10  Elect Director Richard Sarnoff          For       For          Management
1.11  Elect Director Regis Turrini            For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management


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AK STEEL HOLDING CORP.

Ticker:       AKS            Security ID:  001547108
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard A. Abdoo         For       Withhold     Management
1.2   Elect Director John S. Brinzo           For       For          Management
1.3   Elect Director Dennis C. Cuneo          For       For          Management
1.4   Elect Director William K. Gerber        For       For          Management
1.5   Elect Director Bonnie G. Hill           For       For          Management
1.6   Elect Director Robert H. Jenkins        For       For          Management
1.7   Elect Director Ralph S. Michael, III    For       For          Management
1.8   Elect Director Shirley D. Peterson      For       For          Management
1.9   Elect Director James A. Thomson         For       For          Management
1.10  Elect Director James L. Wainscott       For       For          Management
2     Ratify Auditors                         For       For          Management


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ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  FEB 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kathryn S. Fuller        For       For          Management
1.2   Elect Director Judith M. Gueron         For       For          Management
1.3   Elect Director Patricia F. Russo        For       For          Management
1.4   Elect Director Ernesto Zedillo          For       For          Management
2     Ratify Auditor                          For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Amend Vote Requirements to Amend        Against   For          Shareholder
      Articles/Bylaws/Charter


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     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        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 Nabil Y. Sakkab          For       For          Management
9     Elect Director Michael E. Szymanczyk    For       For          Management
10    Ratify Auditors                         For       For          Management
11    Reduce Tobacco Harm to Health           Against   Against      Shareholder
12    Report on Marketing Practices on the    Against   Against      Shareholder
      Poor
13    Adopt Principles for Health Care Reform Against   Against      Shareholder
14    Adopt Human Rights Protocols for        Against   Against      Shareholder
      Company and Suppliers
15    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
16    Report on Political Contributions       Against   Against      Shareholder


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AMERICAN ELECTRIC POWER CO.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director E. R. Brooks             For       Withhold     Management
1.2   Elect Director Donald M. Carlton        For       Withhold     Management
1.3   Elect Director Ralph D. Crosby, Jr.     For       Withhold     Management
1.4   Elect Director Linda A. Goodspeed       For       Withhold     Management
1.5   Elect Director Thomas E. Hoaglin        For       Withhold     Management
1.6   Elect Director Lester A. Hudson, Jr.    For       Withhold     Management
1.7   Elect Director Michael G. Morris        For       Withhold     Management
1.8   Elect Director Lionel L. Nowell III     For       Withhold     Management
1.9   Elect Director Richard L. Sandor        For       Withhold     Management
1.10  Elect Director Kathryn D. Sullivan      For       Withhold     Management
1.11  Elect Director Sara Martinez Tucker     For       For          Management
1.12  Elect Director John F. Turner           For       For          Management
2     Eliminate Cumulative Voting and Adopt   For       For          Management
      Majority Voting for Uncontested
      Election of Directors
3     Ratify Auditors                         For       For          Management


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AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 27, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director D.F. Akerson             For       For          Management
1.2   Elect Director C. Barshefsky            For       For          Management
1.3   Elect Director U.M. Burns               For       For          Management
1.4   Elect Director K.I. Chenault            For       For          Management
1.5   Elect Director P. Chernin               For       For          Management
1.6   Elect Director J. Leschly               For       For          Management
1.7   Elect Director R.C. Levin               For       For          Management
1.8   Elect Director R.A. Mcginn              For       Against      Management
1.9   Elect Director E.D. Miller              For       For          Management
1.10  Elect Director S.S Reinemund            For       For          Management
1.11  Elect Director R.D. Walter              For       Against      Management
1.12  Elect Director R.A. Williams            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
4     Provide for Cumulative Voting           Against   Against      Shareholder
5     Amend Bylaws-- Call Special Meetings    Against   For          Shareholder


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 25, 2009   Meeting Type: Annual
Record Date:  DEC 29, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       Withhold     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 A.D. Levinson            For       Withhold     Management
1.7   Elect Director Eric E. Schmidt          For       For          Management
1.8   Elect Director Jerome B. York           For       For          Management
2     Report on Political Contributions       Against   For          Shareholder
3     Adopt Principles for Health Care Reform Against   Against      Shareholder
4     Prepare Sustainability Report           Against   Against      Shareholder
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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APPLIED MATERIALS, INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 10, 2009   Meeting Type: Annual
Record Date:  JAN 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Aart J. de Geus          For       For          Management
1.2   Elect Director Stephen R. Forrest       For       For          Management
1.3   Elect Director Philip V. Gerdine        For       For          Management
1.4   Elect Director Thomas J. Iannotti       For       For          Management
1.5   Elect Director Alexander A. Karsner     For       For          Management
1.6   Elect Director Charles Y.S. Liu         For       For          Management
1.7   Elect Director Gerhard H. Parker        For       For          Management
1.8   Elect Director Dennis D. Powell         For       For          Management
1.9   Elect Director Willem P. Roelandts      For       For          Management
1.10  Elect Director James E. Rogers          For       For          Management
1.11  Elect Director Michael R. Splinter      For       For          Management
2     Reduce Supermajority Vote Requirement   For       For          Management
3     Ratify Auditors                         For       For          Management


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AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 24, 2009   Meeting Type: Annual
Record Date:  FEB 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Randall L. Stephenson    For       For          Management
1.2   Elect Director William F. Aldinger III  For       For          Management
1.3   Elect Director Gilbert F. Amelio        For       For          Management
1.4   Elect Director Reuben V. Anderson       For       For          Management
1.5   Elect Director James H. Blanchard       For       For          Management
1.6   Elect Director August A. Busch III      For       For          Management
1.7   Elect Director Jaime Chico Pardo        For       For          Management
1.8   Elect Director James P. Kelly           For       For          Management
1.9   Elect Director Jon C. Madonna           For       For          Management
1.10  Elect Director Lynn M. Martin           For       For          Management
1.11  Elect Director John B. McCoy            For       For          Management
1.12  Elect Director Mary S. Metz             For       For          Management
1.13  Elect Director Joyce M. Roche           For       For          Management
1.14  Elect Director Laura D Andrea Tyson     For       For          Management
1.15  Elect Director Patricia P. Upton        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Report on Political Contributions       Against   For          Shareholder
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
6     Provide for Cumulative Voting           Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder
8     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
9     Exclude Pension Income from Performance Against   For          Shareholder
      Metrics for Executive Pay


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: DEC 5, 2008    Meeting Type: Special
Record Date:  OCT 10, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       Against      Management
      Acquisition
2     Amend Omnibus Stock Plan                For       Against      Management
3     Increase Authorized Common Stock        For       Against      Management
4     Adjourn Meeting                         For       Against      Management


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Barnet, III      For       For          Management
1.2   Elect Director Frank P. Bramble, Sr.    For       Against      Management
1.3   Elect Director Virgis W. Colbert        For       Against      Management
1.4   Elect Director John T. Collins          For       For          Management
1.5   Elect Director Gary L. Countryman       For       Against      Management
1.6   Elect Director Tommy R. Franks          For       For          Management
1.7   Elect Director Charles K. Gifford       For       For          Management
1.8   Elect Director Kenneth D. Lewis         For       For          Management
1.9   Elect Director Monica C. Lozano         For       Against      Management
1.10  Elect Director Walter E. Massey         For       For          Management
1.11  Elect Director Thomas J. May            For       For          Management
1.12  Elect Director Patricia E. Mitchell     For       For          Management
1.13  Elect Director Joseph W. Prueher        For       Against      Management
1.14  Elect Director Charles O. Rossotti      For       Against      Management
1.15  Elect Director Thomas M. Ryan           For       For          Management
1.16  Elect Director O. Temple Sloan, Jr.     For       Against      Management
1.17  Elect Director Robert L. Tillman        For       Against      Management
1.18  Elect Director Jackie M. Ward           For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       Abstain      Management
      Officers' Compensation
4     Report on Government Service of         Against   Against      Shareholder
      Employees
5     Advisory Vote to Ratify Named Executive Against   Abstain      Shareholder
      Officers' Compensation
6     Provide for Cumulative Voting           Against   Against      Shareholder
7     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
8     Require Independent Board Chairman      Against   For          Shareholder
9     Report on Predatory Lending Policies    Against   For          Shareholder
10    Adopt Principles for Health Care Reform Against   Against      Shareholder
11    Implement Executive Compensation        Against   Against      Shareholder
      Reforms


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BARRICK GOLD CORP.

Ticker:       ABX            Security ID:  067901108
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Howard L. Beck           For       For          Management
1.2   Elect Director C. William D. Birchall   For       For          Management
1.3   Elect Director Donald J. Carty          For       For          Management
1.4   Elect Director Gustavo Cisneros         For       For          Management
1.5   Elect Director Marshall A. Cohen        For       Withhold     Management
1.6   Elect Director Peter A. Crossgrove      For       For          Management
1.7   Elect Director Robert M. Franklin       For       For          Management
1.8   Elect Director Peter C. Godsoe          For       For          Management
1.9   Elect Director J. Brett Harvey          For       For          Management
1.10  Elect Director Brian Mulroney           For       For          Management
1.11  Elect Director Anthony Munk             For       For          Management
1.12  Elect Director Peter Munk               For       For          Management
1.13  Elect Director Aaron W. Regent          For       For          Management
1.14  Elect Director Steven J. Shapiro        For       For          Management
1.15  Elect Director Gregory C. Wilkins       For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Convene an Independent Third Party to   Against   Against      Shareholder
      Review Company's Community Engagement
      Practices


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C. R. BARD, INC.

Ticker:       BCR            Security ID:  067383109
Meeting Date: APR 15, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc C. Breslawsky       For       For          Management
1.2   Elect Director Herbert L. Henkel        For       For          Management
1.3   Elect Director Tommy G. Thompson        For       For          Management
1.4   Elect Director Timothy M. Ring          For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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CELGENE CORP.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 17, 2009   Meeting Type: Annual
Record Date:  APR 21, 2009

#     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       For          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
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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CHARLES SCHWAB CORP., THE

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nancy H. Bechtle         For       For          Management
1.2   Elect Director Walter W. Bettinger II   For       For          Management
1.3   Elect Director C. Preston Butcher       For       For          Management
2     Report on Political Contributions       Against   For          Shareholder
3     Seek Shareholder Approval for Certain   Against   Against      Shareholder
      Death Benefits
4     Amend Corporate Executive Bonus Plan    Against   Against      Shareholder


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CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Zoe Baird                For       For          Management
1.2   Elect Director Sheila P. Burke          For       For          Management
1.3   Elect Director James I. Cash, Jr.       For       For          Management
1.4   Elect Director Joel J. Cohen            For       For          Management
1.5   Elect Director John D. Finnegan         For       For          Management
1.6   Elect Director Klaus J. Mangold         For       For          Management
1.7   Elect Director Martin G. McGuinn        For       For          Management
1.8   Elect Director Lawrence M. Small        For       For          Management
1.9   Elect Director Jess Soderberg           For       For          Management
1.10  Elect Director Daniel E. Somers         For       For          Management
1.11  Elect Director Karen Hastie Williams    For       For          Management
1.12  Elect Director James M. Zimmerman       For       For          Management
1.13  Elect Director Alfred W. Zollar         For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 13, 2008   Meeting Type: Annual
Record Date:  SEP 15, 2008

#     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 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       Against      Management
13    Ratify Auditors                         For       For          Management
14    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
15    Report on Internet Fragmentation        Against   Against      Shareholder


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CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. Michael Armstrong     For       Against      Management
1.2   Elect Director Alain J.P. Belda         For       Against      Management
1.3   Elect Director John M. Deutch           For       Against      Management
1.4   Elect Director Jerry A. Grundhofer      For       For          Management
1.5   Elect Director Andrew N. Liveris        For       Against      Management
1.6   Elect Director Anne Mulcahy             For       Against      Management
1.7   Elect Director Michael E. O'Neill       For       For          Management
1.8   Elect Director Vikram Pandit            For       For          Management
1.9   Elect Director Richard D. Parsons       For       For          Management
1.10  Elect Director Lawrence R. Ricciardi    For       For          Management
1.11  Elect Director Judith Rodin             For       Against      Management
1.12  Elect Director Robert L. Ryan           For       For          Management
1.13  Elect Director Anthony M. Santomero     For       For          Management
1.14  Elect Director William S. Thompson, Jr. For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Disclose Prior Government Service       Against   Against      Shareholder
6     Report on Political Contributions       Against   For          Shareholder
7     Report on Predatory Lending Policies    Against   For          Shareholder
8     Require More Director Nominations Than  Against   Against      Shareholder
      Open Seats
9     Prepare Carbon Principles Report        Against   Against      Shareholder
10    Stock Retention/Holding Period          Against   For          Shareholder
11    Disclose Information on Compensation    Against   For          Shareholder
      Consultant
12    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
13    Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting


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COLGATE-PALMOLIVE CO.

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John T. Cahill           For       For          Management
1.2   Elect Director Jill K. Conway           For       For          Management
1.3   Elect Director Ian Cook                 For       For          Management
1.4   Elect Director Ellen M. Hancock         For       For          Management
1.5   Elect Director David W. Johnson         For       For          Management
1.6   Elect Director Richard J. Kogan         For       For          Management
1.7   Elect Director Delano E. Lewis          For       For          Management
1.8   Elect Director J. Pedro Reinhard        For       For          Management
1.9   Elect Director Stephen I. Sadove        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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CONTINENTAL AIRLINES, INC.

Ticker:       CAL            Security ID:  210795308
Meeting Date: JUN 10, 2009   Meeting Type: Annual
Record Date:  APR 15, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kirbyjon H. Caldwell     For       For          Management
1.2   Elect Director Lawrence W. Kellner      For       For          Management
1.3   Elect Director Douglas H. McCorkindale  For       For          Management
1.4   Elect Director Henry L. Meyer, III      For       For          Management
1.5   Elect Director Oscar Munoz              For       For          Management
1.6   Elect Director Jeffery A. Smisek        For       For          Management
1.7   Elect Director Karen Hastie Williams    For       For          Management
1.8   Elect Director Ronald B. Woodard        For       For          Management
1.9   Elect Director Charles A. Yamarone      For       For          Management
2     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
3     Ratify Auditors                         For       For          Management
4     Limit/Prohibit Executive Stock-Based    Against   Against      Shareholder
      Awards
5     Reincorporate in Another State          Against   Against      Shareholder
6     Note from Broadridge: Please vote FOR   None      For          Management
      if Stock Owned of Record or
      Beneficially by You is Owned and
      Controlled Only By U.S. Citizens, Or
      vote AGAINST if Such Stock is Owned or
      Controlled By any Person Who is Not a
      U.S. Citizen


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CORNING INC.

Ticker:       GLW            Security ID:  219350105
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  FEB 26, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James B. Flaws           For       For          Management
1.2   Elect Director James R. Houghton        For       For          Management
1.3   Elect Director James J. O'Connor        For       Withhold     Management
1.4   Elect Director Deborah D. Rieman        For       For          Management
1.5   Elect Director Peter F. Volanakis       For       For          Management
1.6   Elect Director Mark S. Wrighton         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
4     Declassify the Board of Directors       Against   For          Shareholder


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COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 28, 2009   Meeting Type: Annual
Record Date:  NOV 21, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James D. Sinegal         For       For          Management
1.2   Elect Director Jeffrey H. Brotman       For       For          Management
1.3   Elect Director Richard A. Galanti       For       For          Management
1.4   Elect Director Daniel J. Evans          For       For          Management
1.5   Elect Director Jeffrey S. Raikes        For       For          Management
2     Ratify Auditors                         For       For          Management


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COVIDIEN LTD.

Ticker:       COV            Security ID:  G2552X108
Meeting Date: MAR 18, 2009   Meeting Type: Annual
Record Date:  JAN 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Craig Arnold as Director          For       For          Management
1b    Elect Robert H. Brust as Director       For       For          Management
1c    Elect John M. Connors, Jr. as Director  For       For          Management
1d    Elect Christopher J. Coughlin as        For       For          Management
      Director
1e    Elect Timothy M. Donahue as Director    For       For          Management
1f    Elect Kathy J. Herbert as Director      For       For          Management
1g    Elect Randall J. Hogan, III  as         For       For          Management
      Director
1h    Elect Richard J. Meelia as Director     For       For          Management
1i    Elect Dennis H. Reilley as Director     For       For          Management
1j    Elect Tadataka Yamada as Director       For       For          Management
1k    Elect Joseph A. Zaccagnino as Director  For       For          Management
2     Approve Amended and Restated 2007 Stock For       For          Management
      and Incentive Plan
3     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration


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

COVIDIEN LTD.

Ticker:       COV            Security ID:  G2552X108
Meeting Date: MAY 28, 2009   Meeting Type: Court
Record Date:  APR 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reincorporation from Bermuda to For       For          Management
      Ireland through Scheme of Arrangement
2     Approve the Creation of Distributable   For       For          Management
      Reserves of Covidien plc
3     Adjourn Meeting                         For       For          Management


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

DIAMOND OFFSHORE DRILLING, INC.

Ticker:       DO             Security ID:  25271C102
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James S. Tisch           For       For          Management
1.2   Elect Director Lawrence R. Dickerson    For       For          Management
1.3   Elect Director John R. Bolton           For       For          Management
1.4   Elect Director Charles L. Fabrikant     For       For          Management
1.5   Elect Director Paul G. Gaffney II       For       For          Management
1.6   Elect Director Edward Grebow            For       For          Management
1.7   Elect Director Herbert C. Hofmann       For       For          Management
1.8   Elect Director Arthur L. Rebell         For       Withhold     Management
1.9   Elect Director Raymond S. Troubh        For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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

E-HOUSE CHINA HOLDINGS LTD

Ticker:       EJ             Security ID:  26852W103
Meeting Date: OCT 16, 2008   Meeting Type: Annual
Record Date:  SEP 16, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     THE RESOLUTION AS SET OUT IN PARAGRAPH  For       For          Management
      1(A) OF THE NOTICE OF ANNUAL GENERAL
      MEETING REGARDING THE APPOINTMENT OF
      MAY WU AS AN INDEPENDENT DIRECTOR OF
      THE COMPANY.
2     THE RESOLUTION AS SET OUT IN PARAGRAPH  For       For          Management
      1(B) OF THE NOTICE OF ANNUAL GENERAL
      MEETING REGARDING THE APPOINTMENT OF
      YUNCHANG GU AS AN INDEPENDENT DIRECTOR
      OF THE COMPANY.
3     THE RESOLUTION AS SET OUT IN PARAGRAPH  For       For          Management
      1(C) OF THE NOTICE OF ANNUAL GENERAL
      MEETING REGARDING THE APPOINTMENT OF
      ZHIJIE ZENG.
4     THE RESOLUTION AS SET OUT IN PARAGRAPH  For       For          Management
      2 OF THE NOTICE OF ANNUAL GENERAL
      MEETING REGARDING THE COMPANY S
      REPURCHASE OF ITS OWN SHARES.
5     THE RESOLUTION AS SET OUT IN PARAGRAPH  For       For          Management
      3 OF THE NOTICE OF ANNUAL GENERAL
      MEETING REGARDING THE COMPANY S
      ARTICLES OF ASSOCIATION.
6     THE RESOLUTION AS SET OUT IN PARAGRAPH  For       For          Management
      4 OF THE NOTICE OF ANNUAL GENERAL
      MEETING REGARDING THE COMPANY S SHARE
      INCENTIVE PLAN.


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

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       For          Management
1.2   Elect Director William C. Ford, Jr.     For       For          Management
1.3   Elect Director Dawn G. Lepore           For       For          Management
1.4   Elect Director Pierre M. Omidyar        For       For          Management
1.5   Elect Director Richard T. Schlosberg,   For       For          Management
      III
2     Approve Stock Option Exchange Program   For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael W. Brown         For       For          Management
2     Elect Director Randolph L. Cowen        For       For          Management
3     Elect Director Michael J. Cronin        For       For          Management
4     Elect Director Gail Deegan              For       For          Management
5     Elect Director John R. Egan             For       For          Management
6     Elect Director W. Paul Fitzgerald       For       For          Management
7     Elect Director Edmund F. Kelly          For       For          Management
8     Elect Director Windle B. Priem          For       For          Management
9     Elect Director Paul Sagan               For       For          Management
10    Elect Director David N. Strohm          For       For          Management
11    Elect Director Joseph M. Tucci          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
14    Permit Right to Call Special Meeting    For       For          Management
15    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 3, 2009    Meeting Type: Annual
Record Date:  NOV 25, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A.A. Busch III           For       For          Management
1.2   Elect Director A.F. Golden              For       Withhold     Management
1.3   Elect Director H. Green                 For       For          Management
1.4   Elect Director W.R. Johnson             For       For          Management
1.5   Elect Director J.B. Menzer              For       For          Management
1.6   Elect Director V.R. Loucks, Jr.         For       For          Management
2     Ratify Auditors                         For       For          Management


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director L.R. Faulkner            For       For          Management
1.3   Elect Director K.C. Frazier             For       For          Management
1.4   Elect Director .W. George               For       For          Management
1.5   Elect Director R.C. King                For       For          Management
1.6   Elect Director M.C. Nelson              For       For          Management
1.7   Elect Director S.J. Palmisano           For       For          Management
1.8   Elect Director S.S Reinemund            For       For          Management
1.9   Elect Director R.W. Tillerson           For       For          Management
1.10  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   Against      Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
5     Reincorporate in Another State [from    Against   Against      Shareholder
      New Jersey to North Dakota]
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
8     Report on Pay Disparity                 Against   Against      Shareholder
9     Review Anti-discrimination Policy on    Against   Against      Shareholder
      Corporate Sponsorships and Executive
      Perks
10    Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
11    Adopt Quantitative GHG Goals for        Against   Abstain      Shareholder
      Products and Operations
12    Report on Climate Change Impacts on     Against   Against      Shareholder
      Emerging Countries
13    Adopt Policy to Increase Renewable      Against   Abstain      Shareholder
      Energy


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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 11, 2009   Meeting Type: Annual
Record Date:  APR 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Adkerson      For       For          Management
1.2   Elect Director Robert J. Allison, Jr.   For       For          Management
1.3   Elect Director Robert A. Day            For       For          Management
1.4   Elect Director Gerald J. Ford           For       For          Management
1.5   Elect Director H. Devon Graham, Jr.     For       For          Management
1.6   Elect Director J. Bennett Johnston      For       Withhold     Management
1.7   Elect Director Charles C. Krulak        For       For          Management
1.8   Elect Director Bobby Lee Lackey         For       For          Management
1.9   Elect Director Jon C. Madonna           For       For          Management
1.10  Elect Director Dustan E. McCoy          For       For          Management
1.11  Elect Director Gabrielle K. McDonald    For       Withhold     Management
1.12  Elect Director James R. Moffett         For       For          Management
1.13  Elect Director B.M. Rankin, Jr.         For       Withhold     Management
1.14  Elect Director J. Stapleton Roy         For       Withhold     Management
1.15  Elect Director Stephen H. Siegele       For       For          Management
1.16  Elect Director J. Taylor Wharton        For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Request Director Nominee Environmental  Against   For          Shareholder
      Qualifications


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

GAFISA SA

Ticker:       GFA            Security ID:  362607301
Meeting Date: APR 30, 2009   Meeting Type: Annual/Special
Record Date:  MAR 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2008
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Director                          For       For          Management
4     Ratify Remuneration of Executive        For       Abstain      Management
      Officers and Non-Executive Directors
      Paid During 2008, and Approve
      Remuneration for 2009
5     Designate Newspapers to Publish Company For       For          Management
      Announcements
6     Amend Articles                          For       Against      Management


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

GAMESTOP CORP.

Ticker:       GME            Security ID:  36467W109
Meeting Date: JUN 23, 2009   Meeting Type: Annual
Record Date:  MAY 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel A. DeMatteo       For       For          Management
1.2   Elect Director Michael N. Rosen         For       For          Management
1.3   Elect Director Edward A. Volkwein       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     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 G. Moore        For       For          Management
1.10  Elect Director Richard J. Whitley       For       For          Management
1.11  Elect Director Gayle E. Wilson          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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

GOLDCORP INC.

Ticker:       G              Security ID:  380956409
Meeting Date: MAY 22, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ian W. Telfer            For       For          Management
1.2   Elect Director Douglas M. Holtby        For       For          Management
1.3   Elect Director Charles A. Jeannes       For       For          Management
1.4   Elect Director John P. Bell             For       For          Management
1.5   Elect Director Lawrence I. Bell         For       For          Management
1.6   Elect Director Beverley A. Briscoe      For       For          Management
1.7   Elect Director Peter J. Dey             For       For          Management
1.8   Elect Director P. Randy Reifel          For       For          Management
1.9   Elect Director A. Dan Rovig             For       For          Management
1.10  Elect Director Kenneth F. Williamson    For       For          Management
2     Approve Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     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     Report on Political Contributions       For       For          Shareholder
5     Adopt Policies to Protect Freedom of    Against   Against      Shareholder
      Access to the Internet
6     Adopt Principles for Health Care Reform Against   Against      Shareholder


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

HALLIBURTON CO.

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan M. Bennett          For       For          Management
1.2   Elect Director James R. Boyd            For       For          Management
1.3   Elect Director Milton Carroll           For       For          Management
1.4   Elect Director S. Malcolm Gillis        For       For          Management
1.5   Elect Director James T. Hackett         For       For          Management
1.6   Elect Director David J. Lesar           For       For          Management
1.7   Elect Director Robert A. Malone         For       For          Management
1.8   Elect Director J. Landis Martin         For       For          Management
1.9   Elect Director Jay A. Precourt          For       For          Management
1.10  Elect Director Debra L. Reed            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
5     Review and Assess Human Rights Policies Against   Against      Shareholder
6     Report on Political Contributions       Against   Against      Shareholder
7     Adopt Low Carbon Energy Policy          Against   Against      Shareholder
8     Disclose Information on Compensation    Against   For          Shareholder
      Consultant
9     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
10    Establish Independent Director          Against   Abstain      Shareholder
      Committee to Review and Report on
      Financial Misconducts and Human Rights
      Abuses


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

HESS CORPORATION

Ticker:       HES            Security ID:  42809H107
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J.B. Hess                For       For          Management
1.2   Elect Director S.W. Bodman              For       For          Management
1.3   Elect Director R. Lavizzo-Mourey        For       For          Management
1.4   Elect Director C.G. Matthews            For       For          Management
1.5   Elect Director E.H. von Metzsch         For       For          Management
2     Ratify Auditors                         For       For          Management


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

HONDA MOTOR CO. LTD.

Ticker:       7267           Security ID:  438128308
Meeting Date: JUN 23, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Distribution Of Dividends               For       For          Management
2     Partial Amendment To The Articles Of    For       For          Management
      Incorporation
3.1   Director Satoshi Aoki                   For       For          Management
3.2   Director Takeo Fukui                    For       For          Management
3.3   Director Koichi Kondo                   For       For          Management
3.4   Director Atsuyoshi Hyogo                For       For          Management
3.5   Director Mikio Yoshimi                  For       For          Management
3.6   Director Takanobu Ito                   For       For          Management
3.7   Director Shigeru Takagi                 For       For          Management
3.8   Director Akio Hamada                    For       For          Management
3.9   Director Tetsuo Iwamura                 For       For          Management
3.10  Director Tatsuhiro Oyama                For       For          Management
3.11  Director Fumihiko Ike                   For       For          Management
3.12  Director Masaya Yamashita               For       For          Management
3.13  Director Kensaku Hogen                  For       For          Management
3.14  Director Sho Minekawa                   For       For          Management
3.15  Director Hiroshi Soda                   For       For          Management
3.16  Director Takuji Yamada                  For       For          Management
3.17  Director Yoichi Hojo                    For       For          Management
3.18  Director Nobuo Kuroyanagi               For       For          Management
3.19  Director Hiroshi Kobayashi              For       For          Management
3.20  Director Tsuneo Tanai                   For       For          Management
3.21  Director Hiroyuki Yamada                For       For          Management
4     Election Of One (1) Corporate Auditor:  For       For          Management
      Hideki Okada
5     Payment Of Bonus To Directors And       For       For          Management
      Corporate Auditors For The85th Fiscal
      Year


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charlene Barshefsky      For       For          Management
2     Elect Director Susan L. Decker          For       For          Management
3     Elect Director John J. Donahoe          For       For          Management
4     Elect Director Reed E. Hundt            For       For          Management
5     Elect Director Paul S. Otellini         For       For          Management
6     Elect Director James D. Plummer         For       For          Management
7     Elect Director David S. Pottruck        For       For          Management
8     Elect Director Jane E. Shaw             For       For          Management
9     Elect Director John L. Thornton         For       For          Management
10    Elect Director Frank D. Yeary           For       For          Management
11    Elect Director David B. Yoffie          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Omnibus Stock Plan                For       For          Management
14    Approve Stock Option Exchange Program   For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Provide for Cumulative Voting           Against   Against      Shareholder
17    Adopt Policy on Human Rights to Water   Against   Against      Shareholder


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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. J. P. Belda           For       Against      Management
1.2   Elect Director C. Black                 For       For          Management
1.3   Elect Director W. R. Brody              For       For          Management
1.4   Elect Director K. I. Chenault           For       For          Management
1.5   Elect Director M. L. Eskew              For       For          Management
1.6   Elect Director S. A. Jackson            For       For          Management
1.7   Elect Director T. Nishimuro             For       For          Management
1.8   Elect Director  J. W. Owens             For       For          Management
1.9   Elect Director S. J. Palmisano          For       For          Management
1.10  Elect Director J. E. Spero              For       For          Management
1.11  Elect Director S. Taurel                For       For          Management
1.12  Elect Director L. H. Zambrano           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Provide for Cumulative Voting           Against   Against      Shareholder
5     Exclude Pension Income from Performance Against   For          Shareholder
      Metrics for Executive Pay
6     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 24, 2009

#     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 Charles Prince           For       Against      Management
1.9   Elect Director David Satcher            For       For          Management
1.10  Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Crandall C. Bowles       For       For          Management
1.2   Elect Director Stephen B. Burke         For       For          Management
1.3   Elect Director David M. Cote            For       For          Management
1.4   Elect Director James S. Crown           For       For          Management
1.5   Elect Director James Dimon              For       For          Management
1.6   Elect Director Ellen V. Futter          For       Against      Management
1.7   Elect Director William H. Gray, III     For       For          Management
1.8   Elect Director Laban P. Jackson, Jr.    For       For          Management
1.9   Elect Director David C. Novak           For       For          Management
1.10  Elect Director Lee R. Raymond           For       For          Management
1.11  Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Disclose Prior Government Service       Against   Against      Shareholder
5     Provide for Cumulative Voting           Against   Against      Shareholder
6     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
7     Report on Predatory Lending Policies    Against   Against      Shareholder
8     Amend Key Executive Performance Plan    Against   Against      Shareholder
9     Stock Retention/Holding Period          Against   For          Shareholder
10    Prepare Carbon Principles Report        Against   Against      Shareholder


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

KELLOGG CO.

Ticker:       K              Security ID:  487836108
Meeting Date: APR 24, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John T. Dillon           For       For          Management
1.2   Elect Director James M. Jenness         For       For          Management
1.3   Elect Director Donald R. Knauss         For       For          Management
1.4   Elect Director Robert A. Steele         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Approve Non-Employee Director           For       For          Management
      Restricted Stock Plan
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Declassify the Board of Directors       Against   For          Shareholder


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

KLA-TENCOR CORP.

Ticker:       KLAC           Security ID:  482480100
Meeting Date: NOV 13, 2008   Meeting Type: Annual
Record Date:  SEP 30, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert M. Calderoni      For       For          Management
1.2   Elect Director John T. Dickson          For       For          Management
1.3   Elect Director Kevin J. Kennedy         For       For          Management
2     Ratify Auditors                         For       For          Management


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

KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 11, 2009

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


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

KRAFT FOODS INC

Ticker:       KFT            Security ID:  50075N104
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ajay Banga               For       For          Management
1.2   Elect Director Myra M. Hart             For       For          Management
1.3   Elect Director Lois D. Juliber          For       For          Management
1.4   Elect Director  Mark D. Ketchum         For       For          Management
1.5   Elect Director Richard A. Lerner        For       For          Management
1.6   Elect Director John C. Pope             For       For          Management
1.7   Elect Director Fredric G. Reynolds      For       For          Management
1.8   Elect Director Irene B. Rosenfeld       For       For          Management
1.9   Elect Director Deborah C. Wright        For       For          Management
1.10  Elect Director Frank G. Zarb            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings


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

LAZARD LTD

Ticker:       LAZ            Security ID:  G54050102
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Steven J. Heyer as Director       For       For          Management
1.2   Elect Sylvia Jay as Director            For       For          Management
1.3   Elect Vernon E. Jordan Jr. as Director  For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 29, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter C. Browning        For       For          Management
1.2   Elect Director Marshall O. Larsen       For       For          Management
1.3   Elect Director Stephen F. Page          For       For          Management
1.4   Elect Director O. Temple Sloan, Jr.     For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Eliminate Supermajority Vote            For       For          Management
      Requirement
5     Reincorporate in Another State from     Against   Against      Shareholder
      Delaware to North Dakota
6     Adopt Principles for Health Care Reform Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert A. Eckert         For       For          Management
2     Elect Director Enrique Hernandez, Jr.   For       For          Management
3     Elect Director Jeanne P. Jackson        For       For          Management
4     Elect Director Andrew J. McKenna        For       For          Management
5     Ratify Auditors                         For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Approve Executive Incentive Bonus Plan  For       For          Management
8     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
9     Phase out Sales of Eggs from Battery    Against   Against      Shareholder
      Cage Hens


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

METROPCS COMMUNICATIONS, INC.

Ticker:       PCS            Security ID:  591708102
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  APR 8, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Michael Barnes        For       For          Management
1.2   Elect Director Jack F. Callahan, Jr.    For       For          Management
2     Ratify Auditors                         For       For          Management


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 19, 2008   Meeting Type: Annual
Record Date:  SEP 5, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director James I. Cash, Jr.       For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director William H. Gates, III    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    Approve Executive Incentive Bonus Plan  For       For          Management
11    Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
12    Ratify Auditors                         For       For          Management
13    Adopt Policies to Protect Freedom of    Against   Against      Shareholder
      Access to the Internet
14    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
15    Report on Charitable Contributions      Against   Against      Shareholder


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

NOKIA CORP.

Ticker:       NOK            Security ID:  654902204
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Calling the Meeting to Order            None      None         Management
3     Designate Inspector or Shareholder      None      None         Management
      Representative(s) of Minutes of Meeting
4     Acknowledge Proper Convening of Meeting None      None         Management
5     Prepare and Approve List of             None      None         Management
      Shareholders
6     Receive Financial Statements and        None      None         Management
      Statutory Reports; Receive CEO's Review
7     Accept Financial Statements and         For       For          Management
      Statutory Reports
8     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.40 Per Share
9     Approve Discharge of Board and          For       For          Management
      President
10    Approve Remuneration of Directors in    For       For          Management
      the Amount of EUR 440,000 for Chairman,
      EUR 150,000 for Vice Chairman, and EUR
      130,000 for Other Directors; Approve
      Remuneration for Committee Work
11    Fix Number of Directors at 11           For       For          Management
12.1  Reelect Georg Ehrnrooth as Director     For       For          Management
12.2  Reelect Lalita D. Gupte as Director     For       For          Management
12.3  Reelect Bengt Holmstrom as Director     For       For          Management
12.4  Reelect Henning Kagermann as Director   For       For          Management
12.5  Reelect Olli-Pekka Kallasvuo as         For       For          Management
      Director
12.6  Reelect Per Karlsson as Director        For       For          Management
12.7  Reelect Jorma Ollila as Director        For       For          Management
12.8  Reelect Marjorie Scardino as Director   For       For          Management
12.9  Reelect Risto Siilasmaa as Director     For       For          Management
12.10 Reelect Keijo Suila as Directors as     For       For          Management
      Director
12.11 Elect Isabel Marey-Semper as New        For       For          Management
      Director
13    Approve Remuneration of Auditors        For       For          Management
14    Ratify PricewaterhouseCoopers Oy as     For       For          Management
      Auditors
15    Authorize Repurchase of up to 360       For       For          Management
      Million Nokia Shares
16    Close Meeting                           None      None         Management
17    MARK THE FOR BOX IF YOU WISH TO         None      Against      Management
      INSTRUCT THE DEPOSITARY TO GIVE A PROXY
      TO LEENA SIIRALA OR ESA NIINIMAKI, BOTH
      LEGALCOUNSELS OF NOKIA CORPORATION, TO
      VOTE, IN THEIR DISCRETION, ONYOUR
      BEHALF ONLY UPON ITEM 17.


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

NORTHROP GRUMMAN CORP.

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 24, 2009

#     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       Against      Management
6     Elect Director Bruce S. Gordon          For       For          Management
7     Elect Director Madeleine Kleiner        For       For          Management
8     Elect Director Karl J. Krapek           For       For          Management
9     Elect Director Richard B. Myers         For       For          Management
10    Elect Director Aulana L. Peters         For       Against      Management
11    Elect Director Kevin W. Sharer          For       For          Management
12    Elect Director Ronald D. Sugar          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Report on Space-based Weapons Program   Against   Against      Shareholder
15    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
16    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     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 Alan R. Batkin           For       For          Management
1.4   Elect Director Robert Charles Clark     For       For          Management
1.5   Elect Director Leonard S. Coleman, Jr.  For       For          Management
1.6   Elect Director Errol M. Cook            For       For          Management
1.7   Elect Director Susan S. Denison         For       For          Management
1.8   Elect Director Michael A. Henning       For       For          Management
1.9   Elect Director John R. Murphy           For       For          Management
1.10  Elect Director John R. Purcell          For       For          Management
1.11  Elect Director Linda Johnson Rice       For       For          Management
1.12  Elect Director Gary L. Roubos           For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 10, 2008   Meeting Type: Annual
Record Date:  AUG 12, 2008

#     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       Withhold     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       Withhold     Management
1.7   Elect Director Safra A. Catz            For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       Withhold     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       Withhold     Management
1.12  Elect Director George H. Conrades       For       For          Management
1.13  Elect Director Bruce R. Chizen          For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation


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

PACCAR INC.

Ticker:       PCAR           Security ID:  693718108
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark C. Pigott           For       For          Management
1.2   Elect Director William G. Reed, Jr.     For       For          Management
1.3   Elect Director Warren R. Staley         For       For          Management
1.4   Elect Director Charles R. Williamson    For       For          Management
2     Declassify the Board of Directors       Against   For          Shareholder
3     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold Brown             For       For          Management
1.2   Elect Director Mathis Cabiallavetta     For       For          Management
1.3   Elect Director Louis C. Camilleri       For       For          Management
1.4   Elect Director J. Dudley Fishburn       For       For          Management
1.5   Elect Director Graham Mackay            For       For          Management
1.6   Elect Director Sergio Marchionne        For       Against      Management
1.7   Elect Director Lucio A. Noto            For       For          Management
1.8   Elect Director Carlos Slim Helu         For       For          Management
1.9   Elect Director Stephen M. Wolf          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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

QWEST COMMUNICATIONS INTERNATIONAL INC.

Ticker:       Q              Security ID:  749121109
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward A. Mueller        For       For          Management
1.2   Elect Director Linda G. Alvarado        For       Against      Management
1.3   Elect Director Charles L. Biggs         For       For          Management
1.4   Elect Director K. Dane Brooksher        For       For          Management
1.5   Elect Director Peter S. Hellman         For       Against      Management
1.6   Elect Director R. David Hoover          For       For          Management
1.7   Elect Director Patrick J. Martin        For       For          Management
1.8   Elect Director Caroline Matthews        For       For          Management
1.9   Elect Director Wayne W. Murdy           For       For          Management
1.10  Elect Director Jan L. Murley            For       For          Management
1.11  Elect Director James A. Unruh           For       Against      Management
1.12  Elect Director Anthony Welters          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Terms of Severance Payments to    For       For          Management
      Executives
4     Submit SERP to Shareholder Vote         Against   For          Shareholder
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Amend Bylaws-- Call Special Meetings    Against   For          Shareholder
7     Reincorporate in Another State          Against   Against      Shareholder
      [Delaware to North Dakota]


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Vernon E. Clark          For       For          Management
2     Elect Director John M. Deutch           For       For          Management
3     Elect Director Frederic M. Poses        For       For          Management
4     Elect Director Michael C. Ruettgers     For       For          Management
5     Elect Director Ronald L. Skates         For       For          Management
6     Elect Director William R. Spivey        For       For          Management
7     Elect Director Linda G. Stuntz          For       For          Management
8     Elect Director William H. Swanson       For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
11    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
12    Provide for Cumulative Voting           Against   Against      Shareholder
13    Adopt Principles for Health Care Reform Against   Against      Shareholder
14    Submit SERP to Shareholder Vote         Against   Against      Shareholder


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

SMITH INTERNATIONAL, INC.

Ticker:       SII            Security ID:  832110100
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert Kelley            For       For          Management
1.2   Elect Director Luiz Rodolfo Landim      For       For          Management
      Machado
1.3   Elect Director Doug Rock                For       For          Management
2     Ratify Auditors                         For       For          Management


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

SONY CORP.

Ticker:       6758           Security ID:  835699307
Meeting Date: JUN 19, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend A Part Of The Articles Of         For       For          Management
      Incorporation.
2.1   Director Howard Stringer                For       For          Management
2.2   Director Ryoji Chubachi                 For       For          Management
2.3   Director Nobuyuki Oneda                 For       For          Management
2.4   Director Yotaro Kobayashi               For       For          Management
2.5   Director Sakie T. Fukushima             For       For          Management
2.6   Director Yoshihiko Miyauchi             For       For          Management
2.7   Director Yoshiaki Yamauchi              For       For          Management
2.8   Director Peter Bonfield                 For       For          Management
2.9   Director Fueo Sumita                    For       For          Management
2.10  Director Fujio Cho                      For       For          Management
2.11  Director Ryuji Yasuda                   For       For          Management
2.12  Director Yukako Uchinaga                For       For          Management
2.13  Director Mitsuaki Yahagi                For       For          Management
2.14  Director Tsun-yan Hsieh                 For       For          Management
2.15  Director Roland A. Hernandez            For       For          Management
3     Issue Stock Acquisition Rights For The  For       For          Management
      Purpose Of Granting Stock Options.


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

SOUTHWEST AIRLINES CO.

Ticker:       LUV            Security ID:  844741108
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David W. Biegler         For       For          Management
1.2   Elect Director C. Webb Crockett         For       Withhold     Management
1.3   Elect Director William H. Cunningham    For       For          Management
1.4   Elect Director John G. Denison          For       For          Management
1.5   Elect Director Travis C. Johnson        For       Withhold     Management
1.6   Elect Director Gary C. Kelly            For       For          Management
1.7   Elect Director Nancy B. Loeffler        For       For          Management
1.8   Elect Director John T. Montford         For       Withhold     Management
1.9   Elect Director Daniel D. Villanueva     For       For          Management
2     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
3     Ratify Auditors                         For       For          Management
4     Reincorporate in Another State from     Against   Against      Shareholder
      Texas to North Dakota
5     Adopt Principles for Health Care Reform Against   Against      Shareholder


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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John W. Brown            For       For          Management
1.2   Elect Director Daniel J. Starks         For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Ratify Auditors                         For       For          Management


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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 9, 2009    Meeting Type: Annual
Record Date:  APR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Basil L. Anderson        For       For          Management
1.2   Elect Director Arthur M. Blank          For       For          Management
1.3   Elect Director Mary Elizabeth Burton    For       For          Management
1.4   Elect Director Justin King              For       For          Management
1.5   Elect Director Carol Meyrowitz          For       For          Management
1.6   Elect Director Rowland T. Moriarty      For       Against      Management
1.7   Elect Director Robert C. Nakasone       For       Against      Management
1.8   Elect Director Ronald L. Sargent        For       For          Management
1.9   Elect Director Elizabeth A. Smith       For       For          Management
1.10  Elect Director Robert E. Sulentic       For       For          Management
1.11  Elect Director Vijay Vishwanath         For       Against      Management
1.12  Elect Director Paul F. Walsh            For       For          Management
2     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
3     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management
5     Reincorporate in Another State [from    Against   Against      Shareholder
      Delaware to North Dakota]


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

SYBASE, INC.

Ticker:       SY             Security ID:  871130100
Meeting Date: APR 14, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John S. Chen             For       For          Management
1.2   Elect Director Richard C. Alberding     For       For          Management
1.3   Elect Director Michael A. Daniels       For       For          Management
1.4   Elect Director Alan B. Salisbury        For       For          Management
1.5   Elect Director Jack E. Sum              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO.

Ticker:       TSM            Security ID:  874039100
Meeting Date: JUN 10, 2009   Meeting Type: Annual
Record Date:  APR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve 2008 Business Operations        For       For          Management
      Report, Financial Statements, and
      Statutory Reports
2     Approve 2008 Allocation of Income and   For       For          Management
      Dividends
3     Approve Capitalization of 2008          For       For          Management
      Dividends and Employee Profit Sharing
4     Approve Amendment on the Procedures for For       For          Management
      Loans to Other Parties and Procedures
      for Endorsement and Guarantee
5.1   Director Morris Chang                   For       For          Management
5.2   Director F.c. Tseng                     For       For          Management
5.3   Director Rick Tsai                      For       For          Management
5.4   Director Tain-jy Chen                   For       Withhold     Management
5.5   Director P. Leahy Bonfield              For       For          Management
5.6   Director Stan Shih                      For       For          Management
5.7   Director Ms. Carly Fiorina              For       For          Management
5.8   Director Thomas J Engibous              For       For          Management


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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Judy C. Lewent           For       For          Management
1.2   Elect Director Peter J. Manning         For       For          Management
1.3   Elect Director Jim P. Manzi             For       For          Management
1.4   Elect Director Elaine S. Ullian         For       For          Management
2     Ratify Auditors                         For       For          Management


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

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: JAN 16, 2009   Meeting Type: Special
Record Date:  NOV 20, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reverse Stock Split             For       For          Management


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

UNITED STATES STEEL CORP.

Ticker:       X              Security ID:  912909108
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank J. Lucchino        For       For          Management
1.2   Elect Director Seth E. Schofield        For       For          Management
1.3   Elect Director John P. Surma            For       For          Management
1.4   Elect Director David S. Sutherland      For       For          Management
2     Ratify Auditors                         For       For          Management


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

UST INC.

Ticker:       UST            Security ID:  902911106
Meeting Date: DEC 4, 2008    Meeting Type: Special
Record Date:  OCT 23, 2008

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


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

VERTEX PHARMACEUTICALS INC.

Ticker:       VRTX           Security ID:  92532F100
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roger W. Brimblecombe    For       For          Management
1.2   Elect Director Bruce I. Sachs           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: OCT 14, 2008   Meeting Type: Special
Record Date:  AUG 27, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Certificate of Incorporation to   For       For          Management
      Declassify the Board of Directors and
      Eliminate Certain Provisions


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: DEC 16, 2008   Meeting Type: Special
Record Date:  NOV 12, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Certificate of Incorporation      For       For          Management


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  FEB 26, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Hani Al-Qadi             For       For          Management
1.2   Elect Director Charles T. Doyle         For       For          Management
1.3   Elect Director Peter Hawkins            For       For          Management
1.4   Elect Director David I. McKay           For       For          Management
1.5   Elect Director Charles W. Scharf        For       For          Management
1.6   Elect Director Segismundo               For       For          Management
      Schulin-Zeuthen
2.1   Elect Director Thomas J. Campbell       For       For          Management
2.2   Elect Director Gary P. Coughlan         For       For          Management
2.3   Elect Director Mary B. Cranston         For       For          Management
2.4   Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
2.5   Elect Director Suzanne Nora Johnson     For       For          Management
2.6   Elect Director Joseph. W. Saunders      For       For          Management
3     Ratify Auditors                         For       For          Management


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

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  G95089101
Meeting Date: FEB 17, 2009   Meeting Type: Court
Record Date:  DEC 15, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reincorporation through Scheme  For       For          Management
      of Arrangement with Subsiadiary
2     Adjourn Meeting                         For       For          Management
3     Transact Other Business (Non-Voting)    None      None         Management


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

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  H27013103
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Reelect Bernhard Duroc-Danner as        For       For          Management
      Director
1.2   Reelect Nicholas Brady as Director      For       For          Management
1.3   Reelect David Butters as Director       For       Against      Management
1.4   Reelect William Macaulay as Director    For       For          Management
1.5   Reelect Robert Millard as Director      For       Against      Management
1.6   Reelect Robert Moses as Director        For       For          Management
1.7   Reelect Robert Rayne as Director        For       Against      Management
2     Ratify Ernst & Young LLP as Independent For       For          Management
      Registered Public Accounting Firm and
      Ernst & Young AG as Statutory Auditors
3     Transact Other Business (Non-Voting)    None      None         Management


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

WELLS FARGO AND COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John D. Baker II         For       Against      Management
2     Elect Director John S. Chen             For       For          Management
3     Elect Director Lloyd H. Dean            For       For          Management
4     Elect Director Susan E. Engel           For       For          Management
5     Elect Director Enrique Hernandez, Jr.   For       For          Management
6     Elect Director Donald M. James          For       Against      Management
7     Elect Director Robert L. Joss           For       For          Management
8     Elect Director Richard M. Kovacevich    For       For          Management
9     Elect Director Richard D. McCormick     For       For          Management
10    Elect Director Mackey J. McDonald       For       Against      Management
11    Elect Director Cynthia H. Milligan      For       Against      Management
12    Elect Director Nicholas G. Moore        For       For          Management
13    Elect Director Philip J. Quigley        For       Against      Management
14    Elect Director Donald B. Rice           For       Against      Management
15    Elect Director Judith M. Runstad        For       For          Management
16    Elect Director Stephen W. Sanger        For       For          Management
17    Elect Director Robert K. Steel          For       For          Management
18    Elect Director John G. Stumpf           For       For          Management
19    Elect Director Susan G. Swenson         For       For          Management
20    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
21    Ratify Auditors                         For       For          Management
22    Amend Omnibus Stock Plan                For       Against      Management
23    Require Independent Board Chairman      Against   Against      Shareholder
24    Report on Political Contributions       Against   For          Shareholder


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

WEYERHAEUSER CO.

Ticker:       WY             Security ID:  962166104
Meeting Date: APR 16, 2009   Meeting Type: Annual
Record Date:  FEB 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Debra A. Cafaro          For       For          Management
1.2   Elect Director Nicole W. Piasecki       For       Against      Management
1.3   Elect Director Mark A. Emmert           For       For          Management
1.4   Elect Director Daniel S. Fulton         For       For          Management
1.5   Elect Director Wayne W. Murdy           For       For          Management
2     Require Independent Board Chairman      Against   Against      Shareholder
3     Reduce Supermajority Vote Requirement   Against   For          Shareholder
4     Ratify Auditors                         For       For          Management


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

WINDSTREAM CORP.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     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   For          Shareholder
      Officers' Compensation
4     Require Independent Board Chairman      Against   For          Shareholder


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

ZIMMER HOLDINGS INC

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 4, 2009    Meeting Type: Annual
Record Date:  MAR 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Betsy J. Bernard         For       For          Management
2     Elect Director Marc N. Casper           For       For          Management
3     Elect Director David C. Dvorak          For       For          Management
4     Elect Director Robert A. Hagemann       For       For          Management
5     Elect Director Arthur J. Higgins        For       For          Management
6     Elect Director Cecil B. Pickett         For       For          Management
7     Elect Director Augustus A. White, III   For       For          Management
8     Ratify Auditors                         For       For          Management
9     Approve Omnibus Stock Plan              For       For          Management
10    Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
11    Amend Deferred Compensation Plan        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/ Randy Takian
                                        ----------------------------------------
                                        Randy Takian
                                        President and Principal Executive
                                        Officer - Office of the Funds

Date August 28, 2009

*    Print the name and title of each signing officer under his or her
     signature.