UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07245 Morgan Stanley Balanced Fund (Exact name of registrant as specified in charter) 522 Fifth Avenue, New York, New York 10036 (Address of principal executive offices) (Zip code) 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: 1/31 Date of reporting period: 7/1/08 - 6/30/09 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-07245 Reporting Period: 07/01/2008 - 06/30/2009 Morgan Stanley Balanced Fund ========================= MORGAN STANLEY BALANCED FUND ========================= ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 24, 2009 Meeting Type: Annual Record Date: FEB 25, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R.J. Alpern For For Management 1.2 Elect Director R.S. Austin For For Management 1.3 Elect Director W.M. Daley For For Management 1.4 Elect Director W.J. Farrell For For Management 1.5 Elect Director H.L. Fuller For For Management 1.6 Elect Director W.A. Osborn For For Management 1.7 Elect Director D.A.L. Owen For For Management 1.8 Elect Director W.A. Reynolds For For Management 1.9 Elect Director R.S. Roberts For For Management 1.10 Elect Director S.C. Scott, III For For Management 1.11 Elect Director W.D. Smithburg For For Management 1.12 Elect Director G.F. Tilton For For Management 1.13 Elect Director M.D. White For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Nonqualified Employee Stock For For Management Purchase Plan 4 Ratify Auditors For For Management 5 Report on Animal Testing Against Against Shareholder 6 Adopt Principles for Health Care Reform Against Against Shareholder 7 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- AGILENT TECHNOLOGIES INC. Ticker: A Security ID: 00846U101 Meeting Date: MAR 11, 2009 Meeting Type: Annual Record Date: JAN 13, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William P. Sullivan For For Management 1.2 Elect Director Robert J. Herbold For For Management 1.3 Elect Director Koh Boon Hwee For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- ANADARKO PETROLEUM CORP. Ticker: APC Security ID: 032511107 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: MAR 25, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Allison, Jr. For For Management 1.2 Elect Director Peter J. Fluor For For Management 1.3 Elect Director John W. Poduska, Sr. For Against Management 1.4 Elect Director Paula Rosput Reynolds For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Amend EEO Policy to Prohibit Against For Shareholder Discrimination based on Sexual Orientation and Gender Identity - -------------------------------------------------------------------------------- ASML HOLDING NV Ticker: ASML Security ID: N07059186 Meeting Date: MAR 26, 2009 Meeting Type: Annual Record Date: FEB 19, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 DISCUSSION OF THE ANNUAL REPORT 2008 For For Management AND ADOPTION OF THEFINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ( FY ) 2008, ASPREPARED IN ACCORDANCE WITH DUTCH LAW. 2 DISCHARGE OF THE MEMBERS OF THE BOARD For For Management OF MANAGEMENT ( BOM ) FROMLIABILITY FOR THEIR RESPONSIBILITIES IN THE FY 2008. 3 DISCHARGE OF THE MEMBERS OF THE For For Management SUPERVISORY BOARD ( SB ) FROMLIABILITY FOR THEIR RESPONSIBILITIES IN THE FY 2008. 4 PROPOSAL TO ADOPT A DIVIDEND OF EUR For For Management 0.20 PER ORDINARY SHARE OFEUR 0.09. 5 APPROVAL OF THE NUMBER OF PERFORMANCE For For Management STOCK FOR THE BOM ANDAUTHORIZATION OF THE BOM TO ISSUE THE PERFORMANCE STOCK. 6 APPROVAL OF THE MAXIMUM NUMBER OF For For Management 50,000 SIGN-ON STOCK FOR THEBOM AND AUTHORIZATION OF THE BOM TO ISSUE THE SIGN-ON STOCK. 7 APPROVAL OF THE NUMBER OF PERFORMANCE For For Management STOCK OPTIONS FOR THE BOMAND AUTHORIZATION OF THE BOM TO ISSUE THE PERFORMANCE STOCKOPTIONS. 8 APPROVAL OF THE MAXIMUM NUMBER OF For For Management 50,000 SIGN-ON STOCK OPTIONSFOR THE BOM AND AUTHORIZATION OF THE BOM TO ISSUE THE SIGN-ONSTOCK OPTIONS. 9 APPROVAL OF THE NUMBER OF STOCK For For Management OPTIONS, RESPECTIVELY STOCK,AVAILABLE FOR ASML EMPLOYEES, AND AUTHORIZATION OF THE BOM TOISSUE THE STOCK OPTIONS OR STOCK. 10 NOMINATION FOR REAPPOINTMENT OF MS. For For Management H.C.J. VAN DEN BURG ASMEMBER OF THE SB EFFECTIVE MARCH 26, 2009. 11 NOMINATION FOR REAPPOINTMENT OF MR. O. For For Management BILOUS AS MEMBER OF THESB EFFECTIVE MARCH 26, 2009. 12 NOMINATION FOR REAPPOINTMENT OF MR. For For Management J.W.B. WESTERBURGEN ASMEMBER OF THE SB EFFECTIVE MARCH 26, 2009. 13 NOMINATION FOR APPOINTMENT OF MS. For For Management P.F.M. VAN DER MEER MOHR ASMEMBER OF THE SB EFFECTIVE MARCH 26, 2009. 14 NOMINATION FOR APPOINTMENT OF MR. W. For For Management ZIEBART AS MEMBER OF THE SBEFFECTIVE MARCH 26, 2009. 15 PROPOSAL TO AUTHORIZE THE BOM FOR A For For Management PERIOD OF 18 MONTHS FROMMARCH 26, 2009, TO ISSUE (RIGHTS TO SUBSCRIBE FOR) SHARES IN THECAPITAL OF THE COMPANY, LIMITED TO 5% OF THE ISSUED SHARECAPITAL AT THE TIME OF THE AUTHORIZATION. 16 PROPOSAL TO AUTHORIZE THE BOM FOR A For For Management PERIOD OF 18 MONTHS FROMMARCH 26, 2009 TO RESTRICT OR EXCLUDE THE PRE-EMPTION RIGHTSACCRUING TO SHAREHOLDERS IN CONNECTION WITH ITEM 12A. 17 AUTHORIZE THE BOM FOR A PERIOD OF 18 For For Management MONTHS FROMMARCH 26, 2009, TO ISSUE (RIGHTS TO SUBSCRIBE FOR) SHARES IN THECAPITAL OF THE COMPANY, FOR AN ADDITIONAL 5% OF THE ISSUED SHARECAPITAL AT THE TIME OF THE AUTHORIZATION. 18 PROPOSAL TO AUTHORIZE THE BOM FOR A For For Management PERIOD OF 18 MONTHS FROMMARCH 26, 2009, TO RESTRICT OR EXCLUDE THE PRE-EMPTION RIGHTSACCRUING TO SHAREHOLDERS IN CONNECTION WITH ITEM 12C. 19 PROPOSAL TO AUTHORIZE THE BOM FOR A For For Management PERIOD OF 18 MONTHS FROMMARCH 26, 2009 TO ACQUIRE ORDINARY SHARES IN THE COMPANY S SHARECAPITAL. 20 CANCELLATION OF ORDINARY SHARES. For For Management 21 CANCELLATION OF ADDITIONAL ORDINARY For For Management SHARES. - -------------------------------------------------------------------------------- AUTOLIV INC. Ticker: ALV Security ID: 052800109 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George A. Lorch For For Management 1.2 Elect Director James M. Ringler For For Management 1.3 Elect Director Kazuhiko Sakamoto For For Management 1.4 Elect Director Wolfgang Ziebart For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505RKH 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 For Management Acquisition 2 Amend Omnibus Stock Plan For For Management 3 Increase Authorized Common Stock For For Management 4 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- BAYER AG Ticker: BAYRY Security ID: 072730302 Meeting Date: MAY 12, 2009 Meeting Type: Annual Record Date: MAR 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and For For Management Statutory Reports; Approve Allocation of Income and Dividends of EUR 1.40 per Share for Fiscal 2008 2 Approve Discharge of Management Board For For Management for Fiscal 2008 3 Approve Discharge of Supervisory Board For For Management for Fiscal 2008 4 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares 5 Approve Conversion of Bearer Shares For For Management into Registered Shares 6 Amend Articles Re: Allow Electronic For For Management Distribution of Company Communications 7 Ratify PricewaterhouseCoopers AG as For For Management Auditors for Fiscal 2009 - -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORP. Ticker: BSX Security ID: 101137107 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John E. Abele For For Management 2 Elect Director Ursula M. Burns For For Management 3 Elect Director Marye Anne Fox For For Management 4 Elect Director Ray J. Groves For For Management 5 Elect Director Kristina M. Johnson For For Management 6 Elect Director Ernest Mario For For Management 7 Elect Director N.J. Nicholas, Jr. For For Management 8 Elect Director Pete M. Nicholas For Against Management 9 Elect Director John E. Pepper For For Management 10 Elect Director Uwe E. Reinhardt For For Management 11 Elect Director Warren B. Rudman For For Management 12 Elect Director John E. Sununu For For Management 13 Elect Director James R. Tobin For For Management 14 Ratify Auditors For For Management 15 Other Business For Against Management - -------------------------------------------------------------------------------- BP PLC Ticker: BP Security ID: 055622104 Meeting Date: APR 16, 2009 Meeting Type: Annual Record Date: FEB 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE THE DIRECTORS ANNUAL REPORT For For Management AND ACCOUNTS 2 TO APPROVE THE DIRECTORS REMUNERATION For Against Management REPORT 3 DIRECTOR MR A BURGMANS For For Management 4 DIRECTOR MRS C B CARROLL For For Management 5 DIRECTOR SIR WILLIAM CASTELL For For Management 6 DIRECTOR MR I C CONN For For Management 7 DIRECTOR MR G DAVID For Withhold Management 8 DIRECTOR MR E B DAVIS, JR For For Management 9 DIRECTOR MR R DUDLEY For For Management 10 DIRECTOR MR D J FLINT For For Management 11 DIRECTOR DR B E GROTE For For Management 12 DIRECTOR DR A B HAYWARD For For Management 13 DIRECTOR MR A G INGLIS For For Management 14 DIRECTOR DR D S JULIUS For Withhold Management 15 DIRECTOR SIR TOM MCKILLOP For Withhold Management 16 DIRECTOR SIR IAN PROSSER For For Management 17 DIRECTOR MR P D SUTHERLAND For Withhold Management 18 TO RE-APPOINT ERNST & YOUNG LLP AS For For Management AUDITORS AND AUTHORIZE THEBOARD TO FIX THEIR REMUNERATION 19 SPECIAL RESOLUTION: TO GIVE LIMITED For For Management AUTHORITY FOR THE PURCHASEOF ITS OWN SHARES BY THE COMPANY 20 TO GIVE LIMITED AUTHORITY TO ALLOT For For Management SHARES UP TO A SPECIFIEDAMOUNT 21 SPECIAL RESOLUTION: TO GIVE AUTHORITY For For Management TO ALLOT A LIMITED NUMBEROF SHARES FOR CASH FREE OF PRE-EMPTION RIGHTS 22 SPECIAL RESOLUTION: TO AUTHORIZE THE For Against Management CALLING OF GENERAL MEETINGS(EXCLUDING ANNUAL GENERAL MEETINGS) BY NOTICE OF AT LEAST 14CLEAR DAYS - -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB CO. Ticker: BMY Security ID: 110122108 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 12, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director L. Andreotti For For Management 2 Elect Director L. B. Campbell For For Management 3 Elect Director J. M. Cornelius For For Management 4 Elect Director L. J. Freeh For For Management 5 Elect Director L. H. Glimcher For For Management 6 Elect Director M. Grobstein For For Management 7 Elect Director L. Johansson For For Management 8 Elect Director A. J. Lacy For For Management 9 Elect Director V. L. Sato For For Management 10 Elect Director T. D. West, Jr. For For Management 11 Elect Director R. S. Williams For For Management 12 Ratify Auditors For For Management 13 Increase Disclosure of Executive Against Against Shareholder Compensation 14 Reduce Supermajority Vote Requirement Against Against Shareholder 15 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 16 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- CADBURY PLC Ticker: CBY Security ID: 12721E102 Meeting Date: MAY 14, 2009 Meeting Type: Annual Record Date: APR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend of 11.1 Pence For For Management Per Ordinary Share 3 Approve Remuneration Report For For Management 4 Re-elect Roger Carr as Director For For Management 5 Re-elect Todd Stitzer as Director For For Management 6 Elect Baroness Hogg as Director For For Management 7 Elect Colin Day as Director For For Management 8 Elect Andrew Bonfield as Director For For Management 9 Reappoint Deloitte LLP as Auditors of For For Management the Company 10 Authorise Board to Fix Remuneration of For For Management Auditors 11 Authorise Company and its Subsidiaries For For Management to Make EU Political Donations to Political Parties or Independent Election Candidates, to Political Organisations Other than Political Parties and to Incur EU Political Expenditure up to GBP 100,000 12 Authorise Issue of Equity with For For Management Pre-emptive Rights Under a General Authority up to GBP 45,410,520 and an Additional Amount Pursuant to a Rights Issue of up to GBP 90,821,040 After Deducting Any Securities Issued Under the General Authority 13 Authorise Issue of Equity or For For Management Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,811,578 14 Authorise Market Purchase of up to GBP For For Management 13,623,156 15 Approve That a General Meeting Other For Against Management Than an Annual General Meeting May Be Called on Not Less than 14 Clear Days' Notice - -------------------------------------------------------------------------------- CARDINAL HEALTH, INC. Ticker: CAH Security ID: 14149Y108 Meeting Date: NOV 5, 2008 Meeting Type: Annual Record Date: SEP 8, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Colleen F. Arnold For For Management 1.2 Elect Director R. Kerry Clark For For Management 1.3 Elect Director Calvin Darden For For Management 1.4 Elect Director John F. Finn For For Management 1.5 Elect Director Philip L. Francis For For Management 1.6 Elect Director Gregory B. Kenny For For Management 1.7 Elect Director J. Michael Losh For Withhold Management 1.8 Elect Director John B. McCoy For For Management 1.9 Elect Director Richard C. Notebaert For Withhold Management 1.10 Elect Director Michael D. O'Halleran For For Management 1.11 Elect Director David W. Raisbeck For For Management 1.12 Elect Director Jean G. Spaulding For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Eliminate Cumulative Voting For For Management 5 Require Advance Notice for Shareholder For For Management Proposals/Nominations 6 Amend Articles of Incorporation to For For Management State that Common Shares Have No Stated Capital 7 Amend Omnibus Stock Plan For For Management 8 Amend Qualified Employee Stock Purchase For For Management Plan 9 Performance-Based and/or Time-Based Against For Shareholder Equity Awards - -------------------------------------------------------------------------------- CARDINAL HEALTH, INC. Ticker: CAH Security ID: 14149Y108 Meeting Date: JUN 23, 2009 Meeting Type: Special Record Date: MAY 15, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Stock Option Exchange Program For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- COCA-COLA COMPANY, THE Ticker: KO Security ID: 191216100 Meeting Date: APR 22, 2009 Meeting Type: Annual Record Date: FEB 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert A. Allen For For Management 1.2 Elect Director Ronald W. Allen For For Management 1.3 Elect Director Cathleen P. Black For Against Management 1.4 Elect Director Barry Diller For Against Management 1.5 Elect Director Alexis M. Herman For For Management 1.6 Elect Director Muhtar Kent For For Management 1.7 Elect Director Donald R. Keough For For Management 1.8 Elect Director Maria Elena Lagomsino For For Management 1.9 Elect Director Donald F. McHenry For For Management 1.10 Elect Director Sam Nunn For For Management 1.11 Elect Director James D. Robinson III For Against Management 1.12 Elect Director Peter V. Ueberroth For For Management 1.13 Elect Director Jacob Wallenberg For For Management 1.14 Elect Director James B. Williams For Against 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 5 Amend Bylaws to Establish a Board Against Against Shareholder Committee on Human Rights 6 Performance-Based Equity Awards Against Against Shareholder - -------------------------------------------------------------------------------- COMCAST CORP. Ticker: CMCSA Security ID: 20030N101 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Decker Anstrom For For Management 1.2 Elect Director Kenneth J. Bacon For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Julian A. Brodsky For For Management 1.6 Elect Director Joseph J. Collins For For Management 1.7 Elect Director J. Michael Cook For For Management 1.8 Elect Director Gerald L. Hassell For For Management 1.9 Elect Director Jeffrey A. Honickman For For Management 1.10 Elect Director Brian L. Roberts For For Management 1.11 Elect Director Ralph J. Roberts For For Management 1.12 Elect Director Dr. Judith Rodin For For Management 1.13 Elect Director Michael I. Sovern For For Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Amend Restricted Stock Plan For For Management 5 Amend Stock Option Plan For For Management 6 Increase Disclosure of Executive Against Against Shareholder Compensation 7 Seek Shareholder Approval for Certain Against Against Shareholder Death Benefits 8 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 9 Adopt a Recapitalization Plan Against For Shareholder - -------------------------------------------------------------------------------- CONAGRA FOODS INC. Ticker: CAG Security ID: 205887102 Meeting Date: SEP 25, 2008 Meeting Type: Annual Record Date: AUG 1, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mogens C. Bay For Withhold Management 1.2 Elect Director Stephen G. Butler For For Management 1.3 Elect Director Steven F. Goldstone For For Management 1.4 Elect Director W.G. Jurgensen For For Management 1.5 Elect Director Ruth Ann Marshall For For Management 1.6 Elect Director Gary M. Rodkin For For Management 1.7 Elect Director Andrew J. Schindler For For Management 1.8 Elect Director Kenneth E. Stinson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 13, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Armitage For For Management 1.2 Elect Director Richard H. Auchinleck For For Management 1.3 Elect Director James E. Copeland, Jr. For For Management 1.4 Elect Director Kenneth M. Duberstein For For Management 1.5 Elect Director Ruth R. Harkin For For Management 1.6 Elect Director Harold W. McGraw III For For Management 1.7 Elect Director James J. Mulva For For Management 1.8 Elect Director Harald J. Norvik For For Management 1.9 Elect Director William K. Reilly For For Management 1.10 Elect Director Bobby S. Shackouls For For Management 1.11 Elect Director Victoria J. Tschinkel For For Management 1.12 Elect Director Kathryn C. Turner For For Management 1.13 Elect Director William E. Wade, Jr. For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Adopt Principles for Health Care Reform Against Against Shareholder 5 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 6 Report on Political Contributions Against Against Shareholder 7 Adopt Quantitative GHG Goals for Against Against Shareholder Products and Operations 8 Report on Environmental Impact of Oil Against For Shareholder Sands Operations in Canada 9 Require Director Nominee Qualifications Against Against Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- DEVON ENERGY CORP. Ticker: DVN Security ID: 25179M103 Meeting Date: JUN 3, 2009 Meeting Type: Annual Record Date: APR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert L. Howard For For Management 1.2 Elect Director Michael M. Kanovsky For For Management 1.3 Elect Director J. Todd Mitchell For For Management 1.4 Elect Director J. Larry Nichols For For Management 2 Elect Director Robert A. Mosbacher, Jr. For For Management 3 Ratify Auditors For For Management 4 Approve Omnibus Stock Plan For For Management 5 Require a Majority Vote for the Against For Shareholder Election of Directors - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- ENTERGY CORP. Ticker: ETR Security ID: 29364G103 Meeting Date: MAY 8, 2009 Meeting Type: Annual Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Maureen Scannell Bateman For For Management 1.2 Elect Director W. Frank Blount For For Management 1.3 Elect Director Gary W. Edwards For For Management 1.4 Elect Director Alexis M. Herman For For Management 1.5 Elect Director Donald C. Hintz For For Management 1.6 Elect Director J. Wayne Leonard For For Management 1.7 Elect Director Stuart L. Levenick For For Management 1.8 Elect Director James R. Nichols For For Management 1.9 Elect Director William A. Percy, II For For Management 1.10 Elect Director W.J. Tauzin For For Management 1.11 Elect Director Steven V. Wilkinson For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ESTEE LAUDER COMPANIES INC., THE Ticker: EL Security ID: 518439104 Meeting Date: NOV 7, 2008 Meeting Type: Annual Record Date: SEP 16, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Charlene Barshefsky For For Management 1.2 Elect Director Leonard A. Lauder For For Management 1.3 Elect Director Ronald S. Lauder For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 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 - -------------------------------------------------------------------------------- FEDEX CORPORATION Ticker: FDX Security ID: 31428X106 Meeting Date: SEP 29, 2008 Meeting Type: Annual Record Date: AUG 4, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James L. Barksdale For For Management 2 Elect Director August A. Busch IV For For Management 3 Elect Director John A. Edwardson For For Management 4 Elect Director Judith L. Estrin For For Management 5 Elect Director J.R. Hyde, III For For Management 6 Elect Director Shirley A. Jackson For For Management 7 Elect Director Steven R. Loranger For For Management 8 Elect Director Gary W. Loveman For For Management 9 Elect Director Frederick W. Smith For For Management 10 Elect Director Joshua I. Smith For For Management 11 Elect Director Paul S. Walsh For For Management 12 Elect Director Peter S. Willmott For For Management 13 Amend Omnibus Stock Plan For For Management 14 Ratify Auditors For For Management 15 Require Independent Board Chairman Against For Shareholder 16 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- FIFTH THIRD BANCORP Ticker: FITB Security ID: 316773RKH Meeting Date: DEC 29, 2008 Meeting Type: Special Record Date: DEC 4, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles of Incorporation and For For Management Amend Code of Regulations 2 Amend Articles of Incorporation to For For Management Revise Express Terms of Series G Preferred Stock 3 Amend Articles of Incorporation and For For Management Amend Code of Regulations 4 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- FIRSTENERGY CORP Ticker: FE Security ID: 337932107 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul T. Addison For For Management 1.2 Elect Director Anthony J. Alexander For For Management 1.3 Elect Director Michael J. Anderson For For Management 1.4 Elect Director Dr. Carol A. Cartwright For Withhold Management 1.5 Elect Director William T. Cottle For Withhold Management 1.6 Elect Director Robert B. Heisler, Jr. For For Management 1.7 Elect Director Ernest J. Novak, Jr. For For Management 1.8 Elect Director Catherine A. Rein For For Management 1.9 Elect Director George M. Smart For Withhold Management 1.10 Elect Director Wes M. Taylor For For Management 1.11 Elect Director Jesse T. Williams, Sr. For Withhold Management 2 Ratify Auditors For For Management 3 Adopt Simple Majority Vote Against For Shareholder 4 Amend Bylaws to Reduce the Percentage Against For Shareholder of Shares Required to Call Special Shareholder Meeting 5 Establish Shareholder Proponent Against For Shareholder Engagement Process 6 Require a Majority Vote for the Against For Shareholder Election of Directors - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 22, 2009 Meeting Type: Annual Record Date: FEB 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Cash, Jr. For Did Not Vote Management 1.2 Elect Director William M. Castell For Did Not Vote Management 1.3 Elect Director Ann M. Fudge For Did Not Vote Management 1.4 Elect Director Susan Hockfield For Did Not Vote Management 1.5 Elect Director Jeffrey R. Immelt For Did Not Vote Management 1.6 Elect Director Andrea Jung For Did Not Vote Management 1.7 Elect Director Alan G. (A.G.) Lafley For Did Not Vote Management 1.8 Elect Director Robert W. Lane For Did Not Vote Management 1.9 Elect Director Ralph S. Larsen For Did Not Vote Management 1.10 Elect Director Rochelle B. Lazarus For Did Not Vote Management 1.11 Elect Director James J. Mulva For Did Not Vote Management 1.12 Elect Director Sam Nunn For Did Not Vote Management 1.13 Elect Director Roger S. Penske For Did Not Vote Management 1.14 Elect Director Robert J. Swieringa For Did Not Vote Management 1.15 Elect Director Douglas A. Warner III For Did Not Vote Management 2 Ratify Auditors For Did Not Vote Management 3 Provide for Cumulative Voting Against Did Not Vote Shareholder 4 Advisory Vote to Ratify Named Executive Against Did Not Vote Shareholder Officers' Compensation 5 Evaluate the Potential Conversion of Against Did Not Vote Shareholder the Corporation's Business Units into Four or More Public Corporations and Distribute New Shares 6 Cease Payment of Dividends or Against Did Not Vote Shareholder Equivalent Payments to Senior Executives for Shares Not Owned 7 Submit Severance Agreement (Change in Against Did Not Vote Shareholder Control) to shareholder Vote - -------------------------------------------------------------------------------- HARLEY-DAVIDSON, INC. Ticker: HOG Security ID: 412822108 Meeting Date: APR 25, 2009 Meeting Type: Annual Record Date: MAR 11, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martha F. Brooks For For Management 1.2 Elect Director Donald A. James For For Management 1.3 Elect Director James A. Norling For For Management 1.4 Elect Director James L. Ziemer For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Declassify the Board of Directors Against For Shareholder - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- HEWLETT-PACKARD COMPANY Ticker: HPQ Security ID: 428236103 Meeting Date: MAR 18, 2009 Meeting Type: Annual Record Date: JAN 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Lawrence T. Babbio, Jr. For For Management 2 Elect Director Sari M. Baldauf For For Management 3 Elect Director Rajiv L. Gupta For For Management 4 Elect Director John H. Hammergren For For Management 5 Elect Director Mark V. Hurd For For Management 6 Elect Director Joel Z. Hyatt For For Management 7 Elect Director John R. Joyce For For Management 8 Elect Director Robert L. Ryan For For Management 9 Elect Director Lucille S. Salhany For For Management 10 Elect Director G. Kennedy Thompson For Against Management 11 Ratify Auditors For For Management - -------------------------------------------------------------------------------- HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 28, 2009 Meeting Type: Annual Record Date: MAR 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director F. Duane Ackerman For For Management 2 Elect Director David H. Batchelder For For Management 3 Elect Director Francis S. Blake For For Management 4 Elect Director Ari Bousbib For For Management 5 Elect Director Gregory D. Brenneman For For Management 6 Elect Director Albert P. Carey For For Management 7 Elect Director Armando Codina For For Management 8 Elect Director Bonnie G. Hill For For Management 9 Elect Director Karen L. Katen For For Management 10 Ratify Auditors For For Management 11 Approve Right to Call Special Meetings For For Management 12 Provide for Cumulative Voting Against Against Shareholder 13 Call Special Meetings Against For Shareholder 14 Prepare Employment Diversity Report Against Against Shareholder 15 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 16 Assess Energy Use and Establish Against For Shareholder Reduction Targets - -------------------------------------------------------------------------------- INGERSOLL-RAND COMPANY LIMITED Ticker: IR Security ID: G4776G101 Meeting Date: JUN 3, 2009 Meeting Type: Annual Record Date: APR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect A.C. Berzin as Director For For Management 1b Elect J. L. Cohon as Director For For Management 1c Elect G. D. Forsee as Director For For Management 1d Elect P. C. Godsoe as Director For For Management 1e Elect E. E. Hagenlocker as Director For For Management 1f Elect H.L. Henkel as Director For For Management 1g Elect C. J. Horner as Director For For Management 1h Elect T. E. Martin as Director For For Management 1i Elect P. Nachtigal as Director For For Management 1j Elect O. R. Smith as Director For For Management 1k Elect R. J. Swift as Director For For Management 1l Elect T. L. White as Director For For Management 2 Approve an Advisory Proposal Relating For For Management to Executive Pay-For-Performance Compensation Policies and Procedures 3 Increase Number of Shares Reserved For For Management Under 2007 Incentive Stock Plan 4 Approve PricewaterhouseCoopers LLP as For For Management independent auditors of the company and authorize Board to Fix Their Remuneration - -------------------------------------------------------------------------------- INGERSOLL-RAND COMPANY LIMITED Ticker: IR Security ID: G4776G101 Meeting Date: JUN 3, 2009 Meeting Type: Court Record Date: APR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management 2 Approve the Creation of Distributable For For Management Reserves of Ingersoll-Rand Company Limited 3 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- KEYCORP Ticker: KEY Security ID: 493267108 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William G. Bares For Withhold Management 1.2 Elect Director Carol A. Cartwright For For Management 1.3 Elect Director Kristen L. Manos For For Management 1.4 Elect Director Thomas C. Stevens For For Management 2 Require Majority Vote for Election of For For Management Directors 3 Amend Votes Per Share of Existing Stock For For Management 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named Executive For For Management Officer's Compensation - -------------------------------------------------------------------------------- MACY'S INC Ticker: M Security ID: 55616P104 Meeting Date: MAY 15, 2009 Meeting Type: Annual Record Date: MAR 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stephen F. Bollenbach For For Management 1.2 Elect Director Deirdre P. Connelly For For Management 1.3 Elect Director Meyer Feldberg For For Management 1.4 Elect Director Sara Levinson For For Management 1.5 Elect Director Terry J. Lundgren For For Management 1.6 Elect Director Joseph Neubauer For For Management 1.7 Elect Director Joseph A. Pichler For For Management 1.8 Elect Director Joyce M. Roche For For Management 1.9 Elect Director Karl M. von der Heyden For For Management 1.10 Elect Director Craig E. Weatherup For For Management 1.11 Elect Director Marna C. Whittington For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Reduce Supermajority Vote Requirement Against For Shareholder 5 Stock Retention/Holding Period Against For Shareholder - -------------------------------------------------------------------------------- MANPOWER INC. Ticker: MAN Security ID: 56418H100 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: FEB 17, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey A. Joerres For For Management 1.2 Elect Director John R. Walter For For Management 1.3 Elect Director Marc J. Bolland For For Management 1.4 Elect Director Ulice Payne, Jr. For For Management 2 Elect Director Roberto Mendoza For For Management 3 Ratify Auditors For For Management 4 Amend Omnibus Stock Plan For For Management 5 Implement MacBride Principles Against Against Shareholder 6 Other Business For Against Management - -------------------------------------------------------------------------------- MARSH & MCLENNAN COMPANIES, INC. Ticker: MMC Security ID: 571748102 Meeting Date: MAY 21, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Leslie M. Baker, Jr. For For Management 1.2 Elect Director Gwendolyn S. King For For Management 1.3 Elect Director Marc D. Oken For For Management 1.4 Elect Director David A. Olsen For For Management 2 Ratify Auditors For For Management 3 Reincorporate in Another State from Against Against Shareholder Delaware to North Dakota 4 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings 5 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- MERRILL LYNCH & CO., INC. Ticker: MER Security ID: 590188108 Meeting Date: DEC 5, 2008 Meeting Type: Special Record Date: OCT 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For Did Not Vote Management 2 Amend Certificate of Incorporation to For Did Not Vote Management Permit Holders of Series 2 and 3 Preferred Stock the Right to vote with Common Stock Holders 3 Adjourn Meeting For Did Not Vote Management - -------------------------------------------------------------------------------- MITSUBISHI UFJ FINANCIAL GROUP Ticker: 8306 Security ID: 606822104 Meeting Date: JUN 26, 2009 Meeting Type: Annual Record Date: MAR 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 5 for Ordinary Shares 2 Amend Articles To Amend Provisions on For For Management Preferred Shares to Reflect Cancellation - Reflect Digitalization of Share Certificates - Authorize Public Announcements in Electronic Format 3.1 Elect Director Ryosuke Tamakoshi For For Management 3.2 Elect Director Haruya Uehara For For Management 3.3 Elect Director Nobuo Kuroyanagi For For Management 3.4 Elect Director Kyota Omori For For Management 3.5 Elect Director Saburo Sano For For Management 3.6 Elect Director Hiroshi Saito For For Management 3.7 Elect Director Nobushige Kamei For For Management 3.8 Elect Director Shintaro Yasuda For For Management 3.9 Elect Director Katsunori Nagayasu For For Management 3.10 Elect Director Fumiyuki Akikusa For For Management 3.11 Elect Director Kazuo Takeuchi For For Management 3.12 Elect Director Kinya Okauchi For For Management 3.13 Elect Director Kaoru Wachi For For Management 3.14 Elect Director Takashi Oyamada For For Management 3.15 Elect Director Akio Harada For Against Management 3.16 Elect Director Ryuji Araki For For Management 3.17 Elect Director Takuma Otoshi For Against Management 4.1 Appoint Statutory Auditor Tetsuo Maeda For For Management 4.2 Appoint Statutory Auditor Tsutomu For Against Management Takasuka 4.3 Appoint Statutory Auditor Kunie Okamoto For Against Management 4.4 Appoint Statutory Auditor Yasushi Ikeda For For Management - -------------------------------------------------------------------------------- MIZUHO FINANCIAL GROUP INC. Ticker: 8411 Security ID: 60687Y109 Meeting Date: JUN 25, 2009 Meeting Type: Annual Record Date: MAR 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 10 for Ordinary Shares 2 Amend Articles To Decrease Authorized For For Management Capital to Reflect Cancellation - Reflect Digitalization of Share Certificates 3.1 Elect Director Terunobu Maeda For For Management 3.2 Elect Director Tetsuji Kosaki For For Management 3.3 Elect Director Hajime Saito For For Management 3.4 Elect Director Satoru Nishibori For For Management 3.5 Elect Director Yasuhiro Sato For For Management 3.6 Elect Director Akihiko Nomiyama For For Management 3.7 Elect Director Mitsuo Ohashi For For Management 3.8 Elect Director Kanemitsu Anraku For For Management 4 Appoint Statutory Auditor Tsuneo Morita For For Management - -------------------------------------------------------------------------------- NATIONAL CITY CORP. Ticker: NCC Security ID: 635405RKH Meeting Date: DEC 23, 2008 Meeting Type: Special Record Date: NOV 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- NEWMONT MINING CORP. Ticker: NEM Security ID: 651639106 Meeting Date: APR 29, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Glen A. Barton For For Management 1.2 Elect Director Vincent A. Calarco For For Management 1.3 Elect Director Joseph A. Carrabba For For Management 1.4 Elect Director Noreen Doyle For For Management 1.5 Elect Director Veronica M. Hagen For For Management 1.6 Elect Director Michael S. Hamson For For Management 1.7 Elect Director Robert J. Miller For For Management 1.8 Elect Director Richard T. O'Brien For For Management 1.9 Elect Director John B. Prescott For For Management 1.10 Elect Director Donald C. Roth For For Management 1.11 Elect Director James V. Taranik For For Management 1.12 Elect Director Simon Thompson For For Management 2 Ratify Auditors For For Management 3 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 4 Require a Majority Vote for the Against For Shareholder Election of Directors - -------------------------------------------------------------------------------- NOVARTIS AG Ticker: NVS Security ID: 66987V109 Meeting Date: FEB 24, 2009 Meeting Type: Annual Record Date: JAN 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Dividends of CHF 2 per Share 4 Approve CHF 3 Million Reduction in For For Management Share Capital via Cancellation of Repurchased Shares 5.1 Amend Articles Re: Require Annual Against For Shareholder Advisory Vote on Remuneration Report, incl. Disclosure of Compensation Amount Paid to Board of Directors and Executive Management 5.2 Amend Corporate Purpose Re: For For Management Sustainability 5.3 Amend Articles Re: Auditors For For Management 6.1 Retirement of Peter Burckhardt and None None Management William George as Directors (Non-Voting) 6.2.1 Reelect Srikant Datar as Director For For Management 6.2.2 Reelect Andreas von Planta as Director For For Management 6.2.3 Reelect Wendelin Wiedeking as Director For For Management 6.2.4 Reelect Rolf Zinkernagel as Director For For Management 6.3 Elect William Brody as Director For For Management 7 Ratify PricewaterhouseCoopers AG as For For Management Auditors - -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORP. Ticker: OXY Security ID: 674599105 Meeting Date: MAY 1, 2009 Meeting Type: Annual Record Date: MAR 11, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Spencer Abraham For For Management 1.2 Elect Director Ronald W. Burkle For For Management 1.3 Elect Director John S. Chalsty For Against Management 1.4 Elect Director Edward P. Djerejian For For Management 1.5 Elect Director John E. Feick For For Management 1.6 Elect Director Ray R. Irani For For Management 1.7 Elect Director Irvin W. Maloney For For Management 1.8 Elect Director Avedick B. Poladian For For Management 1.9 Elect Director Rodolfo Segovia For For Management 1.10 Elect Director Aziz D. Syriani For Against Management 1.11 Elect Director Rosemary Tomich For For Management 1.12 Elect Director Walter L. Weisman For For Management 2 Ratify Auditors For For Management 3 Provide Right to Call Special Meeting For For Management 4 Report on Host Country Social and Against Against Shareholder Environmental Laws - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: DEC 23, 2008 Meeting Type: Special Record Date: NOV 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475RKH Meeting Date: DEC 23, 2008 Meeting Type: Special Record Date: NOV 14, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Acquisition For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: FEB 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard O. Berndt For For Management 1.2 Elect Director Charles E. Bunch For For Management 1.3 Elect Director Paul W. Chellgren For For Management 1.4 Elect Director Robert N. Clay For For Management 1.5 Elect Director Kay Coles James For For Management 1.6 Elect Director Richard B. Kelson For For Management 1.7 Elect Director Bruce C. Lindsay For For Management 1.8 Elect Director Anthony A. Massaro For For Management 1.9 Elect Director Jane G. Pepper For For Management 1.10 Elect Director James E. Rohr For For Management 1.11 Elect Director Donald J. Shepard For For Management 1.12 Elect Director Lorene K. Steffes For For Management 1.13 Elect Director Dennis F. Strigl For For Management 1.14 Elect Director Stephen G. Thieke For For Management 1.15 Elect Director Thomas J. Usher For For Management 1.16 Elect Director George H. Walls, Jr. For For Management 1.17 Elect Director Helge H. Wehmeier For For Management 2 Approve Qualified Employee Stock For For Management Purchase Plan 3 Ratify Auditors For For Management 4 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 5 Stock Retention/Holding Period Against For Shareholder - -------------------------------------------------------------------------------- PROCTER & GAMBLE COMPANY, THE Ticker: PG Security ID: 742718109 Meeting Date: OCT 14, 2008 Meeting Type: Annual Record Date: AUG 15, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth I. Chenault For For Management 1.2 Elect Director Scott D. Cook For For Management 1.3 Elect Director Rajat K. Gupta For For Management 1.4 Elect Director A.G. Lafley For For Management 1.5 Elect Director Charles R. Lee For For Management 1.6 Elect Director Lynn M. Martin For For Management 1.7 Elect Director W. James McNerney, Jr. For For Management 1.8 Elect Director Johnathan A. Rodgers For For Management 1.9 Elect Director Ralph Snyderman For For Management 1.10 Elect Director Margaret C. Whitman For For Management 1.11 Elect Director Patricia A. Woertz For For Management 1.12 Elect Director Ernesto Zedillo For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Rotate Annual Meeting Location Against Against Shareholder 5 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- ROBERT HALF INTERNATIONAL INC. Ticker: RHI Security ID: 770323103 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 10, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Andrew S. Berwick, Jr. For For Management 1.2 Elect Director Frederick P. Furth For For Management 1.3 Elect Director Edward W. Gibbons For For Management 1.4 Elect Director Harold M. Messmer, Jr. For For Management 1.5 Elect Director Barbara J. Novogradac For For Management 1.6 Elect Director Robert J. Pace For For Management 1.7 Elect Director Frederick A. Richman For For Management 1.8 Elect Director J. Stephen Schaub For For Management 1.9 Elect Director M. Keith Waddell For For Management 2 Ratify Auditors For For Management 3 Reduce Supermajority Vote Requirement For For Management 4 Amend Certificate of Incorporation For For Management - -------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Ticker: RDS.B Security ID: 780259206 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: APR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For Against Management 3 Elect Simon Henry as Director For For Management 4 Re-elect Lord Kerr of Kinlochard as For For Management Director 5 Re-elect Wim Kok as Director For For Management 6 Re-elect Nick Land as Director For For Management 7 Re-elect Jorma Ollila as Director For For Management 8 Re-elect Jeroen van der Veer as For For Management Director 9 Re-elect Hans Wijers as Director For For Management 10 Reappoint PricewaterhouseCoopers LLP as For For Management Auditors of the Company 11 Authorise Board to Fix Remuneration of For For Management Auditors 12 Authorise Issue of Equity or For For Management Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of EUR 145 Million 13 Subject to the Previous Resolution For For Management Being Passed, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of EUR 21 Million 14 Authorise 624 Million Ordinary Shares For For Management for Market Purchase 15 Authorise the Company and its For For Management Subsidiaries to Make EU Political Donations to Political Organisations Other than Political Parties up to GBP 200,000 and to Incur EU Political Expenditure up to GBP 200,000 - -------------------------------------------------------------------------------- SCHERING-PLOUGH CORP. Ticker: SGP Security ID: 806605101 Meeting Date: MAY 18, 2009 Meeting Type: Annual Record Date: APR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Thomas J. Colligan For For Management 1.2 Elect Director Fred Hassan For For Management 1.3 Elect Director C. Robert Kidder For For Management 1.4 Elect Director Eugene R. McGrath For For Management 1.5 Elect Director Antonio M. Perez For For Management 1.6 Elect Director Patricia F. Russo For For Management 1.7 Elect Director Jack L. Stahl For For Management 1.8 Elect Director Craig B. Thompson For For Management 1.9 Elect Director Kathryn C. Turner For For Management 1.10 Elect Director Robert F.W. van Oordt For For Management 1.11 Elect Director Arthur F. Weinbach 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 - -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 8, 2009 Meeting Type: Annual Record Date: FEB 18, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect P. Camus as Director For For Management 1.2 Elect J.S. Gorelick as Director For For Management 1.3 Elect A. Gould as Director For For Management 1.4 Elect T. Issac as Director For For Management 1.5 Elect N. Kudryavtsev as Director For For Management 1.6 Elect A. Lajous as Director For For Management 1.7 Elect M.E. Marks as Director For For Management 1.8 Elect L.R. Reif as Director For For Management 1.9 Elect T.I. Sandvold as Director For For Management 1.10 Elect H. Seydoux as Director For For Management 1.11 Elect L.G. Stuntz as Director For For Management 2 Adopt and Approve Financials and For For Management Dividends 3 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 4 Approval of Independent Registered For For Management Public Accounting Firm - -------------------------------------------------------------------------------- SIEMENS AG Ticker: SI Security ID: 826197501 Meeting Date: JAN 27, 2009 Meeting Type: Annual Record Date: DEC 16, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 APPROPRIATION OF NET INCOME For For Management 2 POSTPONEMENT OF THE RATIFICATION OF THE For For Management ACTS OF THE FOLLOWING MANAGING BOARD MEMBER: RUDI LAMPRECHT (UNTIL 31.12.2007) 3 POSTPONEMENT OF THE RATIFICATION OF THE For For Management ACTS OF THE FOLLOWING MANAGING BOARD MEMBER: JURGEN RADOMSKI (UNTIL 31.12.2007) 4 POSTPONEMENT OF THE RATIFICATION OF THE For For Management ACTS OF THE FOLLOWING MANAGING BOARD MEMBER: URIEL J. SHAREF (UNTIL 31.12.2007) 5 POSTPONEMENT OF THE RATIFICATION OF THE For For Management ACTS OF THE FOLLOWING MANAGING BOARD MEMBER: KLAUS WUCHERER (UNTIL 31.12.2007) 6 RATIFICATION OF THE ACTS OF THE OTHER For For Management MANAGING BOARD MEMBER: PETER LOSCHER 7 RATIFICATION OF THE ACTS OF THE OTHER For For Management MANAGING BOARD MEMBER: WOLFGANG DEHEN (AS OF 01.01.2008) 8 RATIFICATION OF THE ACTS OF THE OTHER For For Management MANAGING BOARD MEMBER: HEINRICH HIESINGER 9 RATIFICATION OF THE ACTS OF THE OTHER For For Management MANAGING BOARD MEMBER: JOE KAESER 10 RATIFICATION OF THE ACTS OF THE OTHER For Against Management MANAGING BOARD MEMBER: EDUARDO MONTES (UNTIL 31.12.2007) 11 RATIFICATION OF THE ACTS OF THE OTHER For For Management MANAGING BOARD MEMBER: JIM REID-ANDERSON (AS OF 01.05.2008) 12 RATIFICATION OF THE ACTS OF THE OTHER For For Management MANAGING BOARD MEMBER: ERICH R. REINHARDT (UNTIL 30.04.2008) 13 RATIFICATION OF THE ACTS OF THE OTHER For For Management MANAGING BOARD MEMBER: HERMANN REQUARDT 14 RATIFICATION OF THE ACTS OF THE OTHER For For Management MANAGING BOARD MEMBER: SIEGFRIED RUSSWURM (AS OF 01.01.2008) 15 RATIFICATION OF THE ACTS OF THE OTHER For For Management MANAGING BOARD MEMBER: PETER Y. SOLMSSEN 16 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: GERHARD CROMME 17 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: RALF HECKMANN 18 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: JOSEF ACKERMANN 19 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: LOTHAR ADLER 20 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: JEAN-LOUIS BEFFA (AS OF 24.01.2008) 21 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: GERHARD BIELETZKI (UNTIL 03.12.2007) 22 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: GERD VON BRANDENSTEIN (AS OF 24.01.2008) 23 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: JOHN DAVID COOMBE (UNTIL 24.01.2008) 24 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: HILDEGARD CORNUDET (UNTIL 24.01.2008) 25 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: MICHAEL DIEKMANN (AS OF 24.01.2008) 26 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: HANS MICHAEL GAUL (AS OF 24.01.2008) 27 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: BIRGIT GRUBE (UNTIL 24.01.2008) 28 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: PETER GRUSS (AS OF 24.01.2008) 29 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: BETTINA HALLER 30 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: HEINZ HAWRELIUK 31 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: BERTHOLD HUBER 32 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: HARALD KERN (AS OF 24.01.2008) 33 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: WALTER KROLL (UNTIL 24.01.2008) 34 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: NICOLA LEIBINGER-KAMMULLER (AS OF 24.01.2008) 35 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: MICHAEL MIROW (UNTIL 24.01.2008) 36 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: WERNER MONIUS (AS OF 24.01.2008) 37 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: ROLAND MOTZIGEMBA (AS OF 03.12.2007, UNTIL 24.01.2008) 38 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: THOMAS RACKOW (UNTIL 24.01.2008) 39 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: HAKAN SAMUELSSON (AS OF 24.01.2008) 40 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: DIETER SCHEITOR 41 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: ALBRECHT SCHMIDT (UNTIL 24.01.2008) 42 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: HENNING SCHULTE-NOELLE (UNTIL 24.01.2008) 43 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: RAINER SIEG (AS OF 24.01.2008) 44 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: PETER VON SIEMENS (UNTIL 24.01.2008) 45 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: JERRY I. SPEYER (UNTIL 24.01.2008) 46 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: BIRGIT STEINBORN (AS OF 24.01.2008) 47 RATIFICATION OF THE ACTS OF THE For For Management SUPERVISORY BOARD: LORD IAIN VALLANCE OF TUMMEL 48 APPOINTMENT OF INDEPENDENT AUDITORS For For Management 49 ACQUISITION AND USE OF SIEMENS SHARES For For Management 50 USE OF EQUITY DERIVATIVES IN CONNECTION For For Management WITH THE ACQUISITION OF SIEMENS SHARES 51 CREATION OF AN AUTHORIZED CAPITAL 2009 For For Management 52 ISSUE OF CONVERTIBLE/WARRANT BONDS AND For For Management CREATION OF A CONDITIONAL CAPITAL 2009 53 ADJUSTMENTS TO THE SUPERVISORY BOARD For Against Management REMUNERATION 54 AMENDMENTS TO THE ARTICLES OF For For Management ASSOCIATION WITH REGARD TO ELECTIONS - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- STARBUCKS CORP. Ticker: SBUX Security ID: 855244109 Meeting Date: MAR 18, 2009 Meeting Type: Annual Record Date: JAN 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Howard Schultz For For Management 2 Elect Director Barbara Bass For For Management 3 Elect Director William W. Bradley For For Management 4 Elect Director Mellody Hobson For For Management 5 Elect Director Kevin R. Johnson For For Management 6 Elect Director Olden Lee For For Management 7 Elect Director Sheryl Sandberg For For Management 8 Elect Director James G. Shennan, Jr. For For Management 9 Elect Director Javier G. Teruel For For Management 10 Elect Director Myron E. Ullman, III For For Management 11 Elect Director Craig E. Weatherup For For Management 12 Approve Stock Option Exchange Program For For Management 13 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SUMITOMO MITSUI FINANCIAL GROUP INC. Ticker: 8316 Security ID: J7771X109 Meeting Date: JUN 26, 2009 Meeting Type: Annual Record Date: MAR 31, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 20 for Ordinary Shares 2 Amend Articles To Reflect For For Management Digitalization of Share Certificates - Authorize Public Announcements in Electronic Format - Clarify Terms of Alternate Statutory Auditors 3.1 Elect Director For For Management 3.2 Elect Director For For Management 3.3 Elect Director For For Management 3.4 Elect Director For For Management 3.5 Elect Director For For Management 3.6 Elect Director For For Management 4.1 Appoint Statutory Auditor For For Management 4.2 Appoint Statutory Auditor For For Management 4.3 Appoint Statutory Auditor For Against Management 4.4 Appoint Statutory Auditor For Against Management 5 Appoint Alternate Statutory Auditor For For Management 6 Approve Retirement Bonus Payment for For Against Management Directors and Statutory Auditors - -------------------------------------------------------------------------------- SYMANTEC CORPORATION Ticker: SYMC Security ID: 871503108 Meeting Date: SEP 22, 2008 Meeting Type: Annual Record Date: JUL 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael A. Brown For For Management 1.2 Elect Director William T. Coleman For For Management 1.3 Elect Director Frank E. Dangeard For For Management 1.4 Elect Director Geraldine B. Laybourne For For Management 1.5 Elect Director David L. Mahoney For For Management 1.6 Elect Director Robert S. Miller For For Management 1.7 Elect Director George Reyes For For Management 1.8 Elect Director Daniel H. Schulman For For Management 1.9 Elect Director ohn W. Thompson For For Management 1.10 Elect Director V. Paul Unruh For For Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Qualified Employee Stock For For Management Purchase Plan 4 Approve Executive Incentive Bonus Plan For For Management 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- SYNOVUS FINANCIAL CORP. Ticker: SNV Security ID: 87161CRKH Meeting Date: DEC 17, 2008 Meeting Type: Special Record Date: OCT 31, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Authorize New Class of Preferred Stock For Did Not Vote Management 2 Amend Bylaws to Authorize Board of For Did Not Vote Management Directors to Fix Board Size - -------------------------------------------------------------------------------- TIME WARNER CABLE INC. Ticker: TWC Security ID: 88732J207 Meeting Date: JUN 3, 2009 Meeting Type: Annual Record Date: APR 8, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carole Black For For Management 2 Elect Director Glenn A. Britt For For Management 3 Elect Director Thomas H. Castro For For Management 4 Elect Director David C. Chang For For Management 5 Elect Director James E. Copeland, Jr. For For Management 6 Elect Director Peter R. Haje For For Management 7 Elect Director Donna A. James For For Management 8 Elect Director Don Logan For For Management 9 Elect Director N.J. Nicholas, Jr. For For Management 10 Elect Director Wayne H. Pace For For Management 11 Elect Director Edward D. Shirley For For Management 12 Elect Director John E. Sununu For For Management 13 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 - -------------------------------------------------------------------------------- TIME WARNER INC Ticker: TWX Security ID: 887317303 Meeting Date: MAY 28, 2009 Meeting Type: Annual Record Date: APR 3, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert M. Allison, Jr. For For Management 1.2 Elect Director James L. Barksdale For For Management 1.3 Elect Director Jeffrey L. Bewkes For For Management 1.4 Elect Director Stephen F. Bollenbach For For Management 1.5 Elect Director Frank J. Caufield For For Management 1.6 Elect Director Robert C. Clark For For Management 1.7 Elect Director Mathias Dopfner For For Management 1.8 Elect Director Jessica P. Einhorn For For Management 1.9 Elect Director Michael A. Miles For For Management 1.10 Elect Director Kenneth J. Novack For For Management 1.11 Elect Director Deborah C. Wright 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 Amend Articles/Bylaws/Charter -- Call Against Against Shareholder Special Meetings 6 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation - -------------------------------------------------------------------------------- TRAVELERS COMPANIES, INC., THE Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan L. Beller For For Management 1.2 Elect Director John H. Dasburg For For Management 1.3 Elect Director Janet M. Dolan For For Management 1.4 Elect Director Kenneth M. Duberstein For For Management 1.5 Elect Director Jay S. Fishman For For Management 1.6 Elect Director Lawrence G. Graev For For Management 1.7 Elect Director Patricia L. Higgins For For Management 1.8 Elect Director Thomas R. Hodgson For For Management 1.9 Elect Director Cleve L. Killingsworth, For For Management Jr. 1.10 Elect Director Robert I. Lipp For For Management 1.11 Elect Director Blythe J. McGarvie For For Management 1.12 Elect Director Laurie J. Thomsen For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Report on Political Contributions Against For Shareholder - -------------------------------------------------------------------------------- TYCO INTERNATIONAL LTD. Ticker: TYC Security ID: G9143X208 Meeting Date: MAR 12, 2009 Meeting Type: Annual Record Date: JAN 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Edward D. Breen as Director For For Management 1.2 Elect Timothy M. Donahue as Director For For Management 1.3 Elect Brian Duperreault as Director For For Management 1.4 Elect Bruce S. Gordon as Director For For Management 1.5 Elect Rajiv Gupta as Director For For Management 1.6 Elect John A. Krol as Director For For Management 1.7 Elect Brendan R. O' Neil as Director For For Management 1.8 Elect William S. Stavropoulos as For For Management Director 1.9 Elect Sandra Wijnberg as Director For For Management 1.10 Elect Jerome B. York as Director For For Management 1.11 Elect David Yost as Director For For Management 2 Approve Auditors and Authorize Board to For For Management Fix Their Remuneration 3 Amend 2004 Stock and Incentive Plan For For Management - -------------------------------------------------------------------------------- TYCO INTERNATIONAL LTD. Ticker: TYC Security ID: G9143X208 Meeting Date: MAR 12, 2009 Meeting Type: Special Record Date: JAN 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Change of Domicile For For Management 2 Increase Authorized Capital For For Management 3 Change Company Name to Tyco For For Management International Ltd. 4 Amend Corporate Purpose For For Management 5 Adopt New Articles of Association For For Management 6 Confirmation of Swiss Law as the For For Management Authoritative Governing Legislation 7 Approve Schaffhausen, Switzerland as For For Management Our Principal Place of Business 8 Appoint PriceWaterhouseCoopers AG, For For Management Zurich as Special Auditor 9 Ratify Deloitte AG as Auditors For For Management 10 Approve Dividends in the Form of a For For Management Capital Reduction 11 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- UNILEVER N.V. Ticker: UN Security ID: 904784709 Meeting Date: OCT 29, 2008 Meeting Type: Special Record Date: SEP 24, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Appointment of Paul Polman as For For Management Executive Director - -------------------------------------------------------------------------------- UNILEVER N.V. Ticker: UN Security ID: 904784709 Meeting Date: MAY 14, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Report of Management Board None None Management (Non-Voting) 2 Approve Financial Statements and For For Management Allocation of Income 3 Approve Discharge of Executive For For Management Directors 4 Approve Discharge of Non-Executive For For Management Directors 5 Elect L.A. Lawrence as Executive For For Management Director 6 Elect P.G.J.M. Polman as Executive For For Management Director 7 Reelect L. Brittan of Spennithorne as For For Management Non-Executive Director 8 Reelect W. Dik as Non-Executive For For Management Director 9 Reelect C.E. Golden as Non-Executive For For Management Director 10 Reelect B.E. Grote as Non-Executive For For Management Director 11 Reelect N. Murthy as Non-Executive For For Management Director 12 Reelect H. Nyasulu as Non-Executive For For Management Director 13 Reelect K.J. Storm as Non-Executive For For Management Director 14 Reelect M. Treschow as Non-Executive For For Management Director 15 Reelect J. van der Veer as For Against Management Non-Executive Director 16 Elect L.O. Fresco as Non-Executive For For Management Director 17 Elect A.M. Fudge as Non-Executive For For Management Director 18 Elect P. Walsh as Non-Executive For For Management Director 19 Ratify PwC as Auditors For For Management 20 Grant Board Authority to Issue Shares For For Management Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger and Restricting/Excluding Preemptive Rights 21 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 22 Approve Reduction in Share Capital by For For Management Cancellation of Shares 23.1 Amend Articles Re: Move to Quarterly For For Management Dividends 23.2 Amend Articles Re: Move to Quarterly For For Management Dividends 24 Allow Questions None None Management - -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 7, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard L. Carrion For For Management 1.2 Elect Director M. Frances Keeth For For Management 1.3 Elect Director Robert W. Lane For For Management 1.4 Elect Director Sandra O. Moose For For Management 1.5 Elect Director Joseph Neubauer For For Management 1.6 Elect Director Donald T. Nicolaisen For For Management 1.7 Elect Director Thomas H. O'Brien For For Management 1.8 Elect Director Clarence Otis, Jr. For For Management 1.9 Elect Director Hugh B. Price For For Management 1.10 Elect Director Ivan G. Seidenberg For For Management 1.11 Elect Director John W. Snow For For Management 1.12 Elect Director John R. Stafford For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Approve Executive Incentive Bonus Plan For For Management 6 Prohibit Executive Stock-Based Awards Against Against Shareholder 7 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 8 Require Independent Board Chairman Against For Shareholder 9 Provide for Cumulative Voting Against Against Shareholder 10 Seek Shareholder Approval for Certain Against Against Shareholder Death Benefits - -------------------------------------------------------------------------------- WACHOVIA CORP. Ticker: WB Security ID: 929903RKH Meeting Date: DEC 23, 2008 Meeting Type: Special Record Date: NOV 3, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- WAL-MART STORES, INC. Ticker: WMT Security ID: 931142103 Meeting Date: JUN 5, 2009 Meeting Type: Annual Record Date: APR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Aida M. Alvarez For For Management 2 Elect Director James W. Breyer For For Management 3 Elect Director M. Michele Burns For For Management 4 Elect Director James I. Cash, Jr. For For Management 5 Elect Director Roger C. Corbett For For Management 6 Elect Director Douglas N. Daft For For Management 7 Elect Director Michael T. Duke For For Management 8 Elect Director Gregory B. Penner For For Management 9 Elect Director Allen I. Questrom For For Management 10 Elect Director H. Lee Scott, Jr. For For Management 11 Elect Director Arne M. Sorenson For For Management 12 Elect Director Jim C. Walton For For Management 13 Elect Director S. Robson Walton For For Management 14 Elect Director Christopher J. Williams For For Management 15 Elect Director Linda S. Wolf For For Management 16 Ratify Auditors For For Management 17 Amend EEO Policy to Prohibit Against For Shareholder Discrimination based on Sexual Orientation and Gender Identity 18 Adopt Pay for Superior Performance Against Against Shareholder Principles 19 Advisory Vote to Ratify Named Executive Against For Shareholder Officers' Compensation 20 Report on Political Contributions Against For Shareholder 21 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 22 Stock Retention/Holding Period Against Against Shareholder ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): Morgan Stanley Balanced Fund By (Signature and Title)* /s/ 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.