UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES

                   Investment Company Act file number 811-203

                          MASSACHUSETTS INVESTORS TRUST
               (Exact name of registrant as specified in charter)

                500 Boylston Street, Boston, Massachusetts 02116
               (Address of principal executive offices) (Zip code)

                                 Susan S. Newton
                    Massachusetts Financial Services Company
                               500 Boylston Street
                           Boston, Massachusetts 02116
                    (Name and address of agents for service)

       Registrant's telephone number, including area code: (617) 954-5000

                      Date of fiscal year end: December 31

             Date of reporting period: July 1, 2006 - June 30, 2007



ITEM 1. PROXY VOTING RECORD.


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

ICA File Number: 811-00203
Reporting Period: 07/01/2006 - 06/30/2007
Massachusetts Investors Trust









======================== MASSACHUSETTS INVESTORS TRUST =========================


3M CO

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Linda G. Alvarado          For       For        Management
1.2   Elect Director George W. Buckley          For       For        Management
1.3   Elect Director Vance D. Coffman           For       For        Management
1.4   Elect Director Michael L. Eskew           For       For        Management
1.5   Elect Director W. James Farrell           For       For        Management
1.6   Elect Director Herbert L. Henkel          For       For        Management
1.7   Elect Director Edward M. Liddy            For       For        Management
1.8   Elect Director Robert S. Morrison         For       For        Management
1.9   Elect Director Aulana L. Peters           For       For        Management
1.10  Elect Director Rozanne L. Ridgway         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Rescind Fair Price Provision              For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Approve Executive Incentive Bonus Plan    For       For        Management
7     Pay For Superior Performance              Against   Against    Shareholder


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ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.S. Austin                For       For        Management
1.2   Elect Director W.M. Daley                 For       For        Management
1.3   Elect Director W.J. Farrell               For       For        Management
1.4   Elect Director H.L. Fuller                For       For        Management
1.5   Elect Director R.A. Gonzalez              For       For        Management
1.6   Elect Director D.A.L. Owen                For       For        Management
1.7   Elect Director B. Powell Jr.              For       For        Management
1.8   Elect Director W.A. Reynolds              For       For        Management
1.9   Elect Director R.S. Roberts               For       For        Management
1.10  Elect Director S.C. Scott III             For       For        Management
1.11  Elect Director W.D. Smithburg             For       For        Management
1.12  Elect Director G.F. Tilton                For       For        Management
1.13  Elect Director M.D. White                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
4     Separate Chairman and CEO Positions       Against   Against    Shareholder


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ACCENTURE LTD BERMUDA

Ticker:       ACN            Security ID:  G1150G111
Meeting Date: FEB 7, 2007    Meeting Type: Annual
Record Date:  DEC 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       For        Management
      THE BOARD OF DIRECTORS: NOBUYUKI IDEI.
2     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       For        Management
      THE BOARD OF DIRECTORS: MARJORIE MAGNER.
3     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       For        Management
      THE BOARD OF DIRECTORS: DENNIS F.
      HIGHTOWER.
4     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       For        Management
      THE BOARD OF DIRECTORS: WILLIAM L.
      KIMSEY.
5     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       For        Management
      THE BOARD OF DIRECTORS: ROBERT I. LIPP.
6     APPOINTMENT OF THE FOLLOWING NOMINEE TO   For       For        Management
      THE BOARD OF DIRECTORS: WULF VON
      SCHIMMELMANN.
7     Ratify Auditors                           For       For        Management


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ACE LTD.

Ticker:       ACE            Security ID:  G0070K103
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTOR: BRIAN DUPERREAULT   For       For        Management
2     ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ For       For        Management
3     ELECTION OF DIRECTOR: PETER MENIKOFF      For       For        Management
4     ELECTION OF DIRECTOR: ROBERT RIPP         For       For        Management
5     ELECTION OF DIRECTOR: DERMOT F. SMURFIT   For       For        Management
6     RATIFICATION OF THE APPOINTMENT OF        For       For        Management
      PRICEWATERHOUSECOOPERS LLP AS THE
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM OF ACE LIMITED FOR THE FISCAL YEAR
      ENDING DECEMBER 31, 2007


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ADOBE SYSTEMS INC.

Ticker:       ADBE           Security ID:  00724F101
Meeting Date: APR 5, 2007    Meeting Type: Annual
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert K. Burgess          For       For        Management
1.2   Elect Director Carol Mills                For       For        Management
1.3   Elect Director Colleen M. Pouliot         For       For        Management
1.4   Elect Director Robert Sedgewick           For       For        Management
1.5   Elect Director John E. Warnock            For       For        Management
2     Amend Stock Option Plan                   For       Against    Management
3     Stock Retention/Holding Period            Against   Against    Shareholder
4     Ratify Auditors                           For       For        Management


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Elizabeth E. Bailey        For       For        Management
1.2   Elect Director Harold Brown               For       For        Management
1.3   Elect Director Mathis Cabiallavetta       For       For        Management
1.4   Elect Director Louis C. Camilleri         For       For        Management
1.5   Elect Director J. Dudley Fishburn         For       For        Management
1.6   Elect Director Robert E. R. Huntley       For       For        Management
1.7   Elect Director Thomas W. Jones            For       For        Management
1.8   Elect Director George Munoz               For       For        Management
1.9   Elect Director Lucio A. Noto              For       For        Management
1.10  Elect Director John S. Reed               For       For        Management
1.11  Elect Director Stephen M. Wolf            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   Against    Shareholder
4     Disclose Information on Secondhand Smoke  Against   Against    Shareholder
5     Cease Add Campaigns Oriented to Prevent   Against   Against    Shareholder
      Youth Smoking
6     Cease Production, Promotion, and          Against   Against    Shareholder
      Marketing of Tobacco Products
7     Adopt Animal Welfare Policy               Against   Against    Shareholder


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AMDOCS LIMITED

Ticker:       DOX            Security ID:  G02602103
Meeting Date: JAN 18, 2007   Meeting Type: Annual
Record Date:  NOV 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bruce K. Anderson          For       For        Management
1.2   Elect Director Adrian Gardner             For       For        Management
1.3   Elect Director Charles E. Foster          For       For        Management
1.4   Elect Director James S. Kahan             For       For        Management
1.5   Elect Director Dov Baharav                For       For        Management
1.6   Elect Director Julian A. Brodsky          For       For        Management
1.7   Elect Director Eli Gelman                 For       For        Management
1.8   Elect Director Nehemia Lemelbaum          For       For        Management
1.9   Elect Director John T. Mclennan           For       For        Management
1.10  Elect Director Robert A. Minicucci        For       For        Management
1.11  Elect Director Simon Olswang              For       For        Management
1.12  Elect Director Mario Segal                For       For        Management
1.13  Elect Director Joseph Vardi               For       For        Management
2     APPROVAL OF CONSOLIDATED FINANCIAL        For       For        Management
      STATEMENTS FOR FISCAL YEAR 2006.
3     RATIFICATION AND APPROVAL OF ERNST &      For       For        Management
      YOUNG LLP AND AUTHORIZATION OF AUDIT
      COMMITTEE OF BOARD TO FIX REMUNERATION.


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AMERICAN EXPRESS CO.

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 23, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel F. Akerson          For       For        Management
1.2   Elect Director Charlene Barshefsky        For       For        Management
1.3   Elect Director Ursula M. Burns            For       For        Management
1.4   Elect Director Kenneth I. Chenault        For       For        Management
1.5   Elect Director Peter Chernin              For       For        Management
1.6   Elect Director Vernon E. Jordan, Jr.      For       For        Management
1.7   Elect Director Jan Leschly                For       For        Management
1.8   Elect Director Richard C. Levin           For       For        Management
1.9   Elect Director Richard A. McGinn          For       For        Management
1.10  Elect Director Edward D. Miller           For       For        Management
1.11  Elect Director Frank P. Popoff            For       For        Management
1.12  Elect Director Steven S. Reinemund        For       For        Management
1.13  Elect Director Robert D. Walter           For       For        Management
1.14  Elect Director Ronald A. Williams         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Provide for Cumulative Voting             Against   Against    Shareholder


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AMERICAN INTERNATIONAL GROUP, INC.

Ticker:       AIG            Security ID:  026874107
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Marshall A. Cohen          For       For        Management
1.2   Elect Director Martin S. Feldstein        For       For        Management
1.3   Elect Director Ellen V. Futter            For       For        Management
1.4   Elect Director Stephen L. Hammerman       For       For        Management
1.5   Elect Director Richard C. Holbrooke       For       For        Management
1.6   Elect Director Fred H. Langhammer         For       For        Management
1.7   Elect Director George L. Miles, Jr.       For       For        Management
1.8   Elect Director Morris W. Offit            For       For        Management
1.9   Elect Director James F. Orr, III          For       For        Management
1.10  Elect Director Virginia M. Rometty        For       For        Management
1.11  Elect Director Martin J. Sullivan         For       For        Management
1.12  Elect Director Michael H. Sutton          For       For        Management
1.13  Elect Director Edmund S.W. Tse            For       For        Management
1.14  Elect Director Robert B. Willumstad       For       For        Management
1.15  Elect Director Frank G. Zarb              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards


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AMGEN, INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Frank J. Biondi, Jr.       For       For        Management
2     Elect Director Jerry D. Choate            For       For        Management
3     Elect Director Frank C. Herringer         For       For        Management
4     Elect Director Gilbert S. Omenn           For       For        Management
5     Ratify Auditors                           For       For        Management
6     Declassify the Board of Directors         For       For        Management
7     Declassify the Board of Directors         For       For        Management
8     Develop an Animal Welfare Policy          Against   Against    Shareholder
9     Prepare a Sustainability Report           Against   Against    Shareholder


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APPLIED MATERIALS, INC.

Ticker:       AMAT           Security ID:  038222105
Meeting Date: MAR 14, 2007   Meeting Type: Annual
Record Date:  JAN 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael H. Armacost        For       For        Management
1.2   Elect Director Robert H. Brust            For       For        Management
1.3   Elect Director Deborah A. Coleman         For       For        Management
1.4   Elect Director Philip V. Gerdine          For       For        Management
1.5   Elect Director Thomas J. Iannotti         For       For        Management
1.6   Elect Director Charles Y.S. Liu           For       For        Management
1.7   Elect Director James C. Morgan            For       For        Management
1.8   Elect Director Gerhard H. Parker          For       For        Management
1.9   Elect Director Willem P. Roelandts        For       For        Management
1.10  Elect Director Michael R. Splinter        For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Ratify Auditors                           For       For        Management


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BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William Barnet, III        For       For        Management
2     Elect Director Frank P. Bramble, Sr.      For       For        Management
3     Elect Director John T. Collins            For       For        Management
4     Elect Director Gary L. Countryman         For       For        Management
5     Elect Director Tommy R. Franks            For       For        Management
6     Elect Director Charles K. Gifford         For       For        Management
7     Elect Director W. Steven Jones            For       For        Management
8     Elect Director Kenneth D. Lewis           For       For        Management
9     Elect Director Monica C. Lozano           For       For        Management
10    Elect Director Walter E. Massey           For       For        Management
11    Elect Director Thomas J. May              For       For        Management
12    Elect Director Patricia E. Mitchell       For       For        Management
13    Elect Director Thomas M. Ryan             For       For        Management
14    Elect Director O. Temple Sloan, Jr.       For       For        Management
15    Elect Director Meredith R. Spangler       For       For        Management
16    Elect Director Robert L. Tillman          For       For        Management
17    Elect Director Jackie M. Ward             For       For        Management
18    Ratify Auditors                           For       For        Management
19    Prohibit Executive Stock-Based Awards     Against   Against    Shareholder
20    Change Size of Board of Directors         Against   Against    Shareholder
21    Separate Chairman and CEO Positions       Against   Against    Shareholder


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BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: APR 10, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mr. Biondi                 For       For        Management
1.2   Elect Director Mr. Donofrio               For       For        Management
1.3   Elect Director Mr. Hassell                For       For        Management
1.4   Elect Director Mr. Kogan                  For       For        Management
1.5   Elect Director Mr. Kowalski               For       For        Management
1.6   Elect Director Mr. Luke                   For       For        Management
1.7   Elect Director Ms. Rein                   For       For        Management
1.8   Elect Director Mr. Renyi                  For       For        Management
1.9   Elect Director Mr. Richardson             For       For        Management
1.10  Elect Director Mr. Scott                  For       For        Management
1.11  Elect Director Mr. Vaughan                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
4     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
5     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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BANK OF NEW YORK CO., INC., THE

Ticker:       BK             Security ID:  064057102
Meeting Date: MAY 24, 2007   Meeting Type: Special
Record Date:  APR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adopt Supermajority Vote Requirement for  For       For        Management
      Mergers
3     Increase Authorized Preferred and Common  For       For        Management
      Stock
4     Adjourn Meeting                           For       For        Management


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BAYERISCHE MOTOREN WERKE AG (BMW)

Ticker:                      Security ID:  D12096109
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  APR 24, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Receive Financial Statements and          None      None       Management
      Statutory Reports for Fiscal 2006
2     Approve Allocation of Income and          For       For        Management
      Dividends of EUR 0.70 per Common Share
      and EUR 0.72 per Preference Share
3     Approve Discharge of Management Board for For       For        Management
      Fiscal 2006
4     Approve Discharge of Supervisory Board    For       For        Management
      Fiscal 2006
5     Ratify KPMG Deutsche                      For       For        Management
      Treuhand-Gesellschaft AG as Auditors
      Fiscal 2007
6     Authorize Electronic Distribution of      For       For        Management
      Company Communications
7     Authorize Share Repurchase Program and    For       For        Management
      Cancellation of Repurchased Shares


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BOSTON SCIENTIFIC CORP.

Ticker:       BSX            Security ID:  101137107
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ursula M. Burns            For       For        Management
1.2   Elect Director Marye Anne Fox             For       For        Management
1.3   Elect Director N.J. Nicholas, Jr.         For       For        Management
1.4   Elect Director John E. Pepper             For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Approve Increase in Size of Board         For       For        Management
4     Approve Repricing of Options              For       For        Management
5     Stock Retention/Holding Period            Against   Against    Shareholder
6     Ratify Auditors                           For       For        Management
7     Other Business                            For       Against    Management


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CARNIVAL CORP.

Ticker:       CCL            Security ID:  143658300
Meeting Date: APR 16, 2007   Meeting Type: Annual
Record Date:  FEB 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Micky Arison               For       For        Management
1.2   Elect Director Amb R.G. Capen, Jr.        For       For        Management
1.3   Elect Director Robert H. Dickinson        For       For        Management
1.4   Elect Director Arnold W. Donald           For       For        Management
1.5   Elect Director Pier Luigi Foschi          For       For        Management
1.6   Elect Director Howard S. Frank            For       For        Management
1.7   Elect Director Richard J. Glasier         For       For        Management
1.8   Elect Director Baroness Hogg              For       For        Management
1.9   Elect Director Modesto A. Maidique        For       For        Management
1.10  Elect Director Sir John Parker            For       For        Management
1.11  Elect Director Peter G. Ratcliffe         For       For        Management
1.12  Elect Director Stuart Subotnick           For       For        Management
1.13  Elect Director Laura Weil                 For       For        Management
1.14  Elect Director Uzi Zucker                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     TO AUTHORIZE THE AUDIT COMMITTEE OF       For       For        Management
      CARNIVAL PLC TO AGREE TO THE REMUNERATION
      OF THE INDEPENDENT AUDITORS.
4     TO RECEIVE THE ACCOUNTS AND REPORTS FOR   For       For        Management
      CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED
      NOVEMBER 30, 2006.
5     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT OF CARNIVAL PLC.
6     TO APPROVE LIMITS ON THE AUTHORITY TO     For       For        Management
      ALLOT SHARES BY CARNIVAL PLC.
7     TO APPROVE THE DISAPPLICATION OF          For       For        Management
      PRE-EMPTION RIGHTS FOR CARNIVAL PLC.
8     TO APPROVE A GENERAL AUTHORITY FOR        For       For        Management
      CARNIVAL PLC TO BUY BACK CARNIVAL PLC
      ORDINARY SHARES IN THE OPEN MARKET.
9     TO APPROVE ELECTRONIC COMMUNICATION WITH  For       For        Management
      CARNIVAL PLC SHAREHOLDERS.


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CHARLES SCHWAB CORP., THE

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Aldinger, III   For       For        Management
1.2   Elect Director Donald G. Fisher           For       For        Management
1.3   Elect Director Paula A. Sneed             For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Amend Omnibus Stock Plan                  For       For        Management
4     Report on Political Contributions         Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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CHECKFREE CORP.

Ticker:       CKFR           Security ID:  162813109
Meeting Date: NOV 1, 2006    Meeting Type: Annual
Record Date:  SEP 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mark A. Johnson            For       For        Management
1.2   Elect Director Eugene F. Quinn            For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2006   Meeting Type: Annual
Record Date:  SEP 18, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carol A. Bartz             For       For        Management
1.2   Elect Director M. Michele Burns           For       For        Management
1.3   Elect Director Michael D. Capellas        For       For        Management
1.4   Elect Director Larry R. Carter            For       For        Management
1.5   Elect Director John T. Chambers           For       For        Management
1.6   Elect Director Dr. John L. Hennessy       For       For        Management
1.7   Elect Director Richard M. Kovacevich      For       For        Management
1.8   Elect Director Roderick C. McGeary        For       For        Management
1.9   Elect Director Steven M. West             For       For        Management
1.10  Elect Director Jerry Yang                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
4     Report on Pay Disparity                   Against   Against    Shareholder
5     Report on Internet Fragmentation          Against   Against    Shareholder


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COLGATE-PALMOLIVE CO.

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John T. Cahill             For       For        Management
2     Elect Director Jill K. Conway             For       For        Management
3     Elect Director Ellen M. Hancock           For       For        Management
4     Elect Director David W. Johnson           For       For        Management
5     Elect Director Richard J. Kogan           For       For        Management
6     Elect Director Delano E. Lewis            For       For        Management
7     Elect Director Reuben Mark                For       For        Management
8     Elect Director J. Pedro Reinhard          For       For        Management
9     Ratify Auditors                           For       For        Management
10    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
11    Pay for Superior Performance              Against   Against    Shareholder


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DANAHER CORP.

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Steven M. Rales            For       For        Management
1.2   Elect Director John T. Schwieters         For       For        Management
1.3   Elect Director Alan G. Spoon              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Approve Omnibus Stock Plan                For       For        Management
5     Approve Executive Incentive Bonus Plan    For       For        Management
6     Amend Deferred Compensation Plan          For       For        Management
7     Stock Retention/Holding Period            Against   For        Shareholder


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DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 21, 2006   Meeting Type: Annual
Record Date:  MAY 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Donald J. Carty            For       For        Management
1.2   Elect Director Michael S. Dell            For       For        Management
1.3   Elect Director William H. Gray, III       For       For        Management
1.4   Elect Director Sallie L. Krawcheck        For       For        Management
1.5   Elect Director Alan (A.G.) Lafley         For       For        Management
1.6   Elect Director Judy C. Lewent             For       For        Management
1.7   Elect Director Klaus S. Luft              For       For        Management
1.8   Elect Director Alex J. Mandl              For       For        Management
1.9   Elect Director Michael A. Miles           For       For        Management
1.10  Elect Director Samuel A. Nunn, Jr.        For       For        Management
1.11  Elect Director Kevin B. Rollins           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt ILO-Based Code of Conduct           Against   Against    Shareholder
4     Compensation Company                      Against   Against    Shareholder
      Specific--Declaration of Dividend


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DIAGEO PLC (FORMERLY GUINNESS PLC)

Ticker:       DGEAF          Security ID:  G42089113
Meeting Date: OCT 17, 2006   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 19.15 Pence Per For       For        Management
      Ordinary Share
4     Re-elect Lord Hollick of Notting Hill as  For       For        Management
      Director
5     Re-elect Todd Stitzer as Director         For       For        Management
6     Re-elect Paul Walsh as Director           For       For        Management
7     Elect Laurence Danon as Director          For       For        Management
8     Reappoint KPMG Audit Plc as Auditors and  For       For        Management
      Authorise the Board to Determine Their
      Remuneration
9     Authorise Issue of Equity or              For       Against    Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 268,684,000
10    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 44,140,000
11    Authorise 278,571,000 Ordinary Shares for For       For        Management
      Market Purchase
12    Authorise the Company to Make EU          For       For        Management
      Political Organisation Donations up to
      GBP 200,000 and Incur EU Political
      Expenditure up to GBP 200,000
13    Approve Diageo Plc 2006 Irish Profit      For       For        Management
      Sharing Scheme
14    Amend Diageo Executive Share Option Plan  For       For        Management


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

ELECTRONIC ARTS INC.

Ticker:       ERTS           Security ID:  285512109
Meeting Date: JUL 27, 2006   Meeting Type: Annual
Record Date:  JUN 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M. Richard Asher           For       For        Management
1.2   Elect Director Leonard S. Coleman         For       For        Management
1.3   Elect Director Gary M. Kusin              For       For        Management
1.4   Elect Director Gregory B. Maffei          For       For        Management
1.5   Elect Director Timothy Mott               For       For        Management
1.6   Elect Director Vivek Paul                 For       For        Management
1.7   Elect Director Lawrence F. Probst, III    For       For        Management
1.8   Elect Director Richard A. Simonson        For       For        Management
1.9   Elect Director Linda J. Srere             For       For        Management
2     Approve Repricing of Options              For       Against    Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Amend Qualified Employee Stock Purchase   For       Against    Management
      Plan
5     Ratify Auditors                           For       For        Management


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

ELI LILLY AND CO.

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 16, 2007   Meeting Type: Annual
Record Date:  FEB 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sir Winfried Bischoff      For       For        Management
1.2   Elect Director J. Michael Cook            For       For        Management
1.3   Elect Director Franklyn G. Prendergast,   For       For        Management
      M.D., Ph.D.
1.4   Elect Director Kathi P. Seifert           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Report on Animal Welfare                  Against   Against    Shareholder
6     Report on Animal Testing Policies         Against   Against    Shareholder
7     Separate Chairman and CEO Positions       Against   Against    Shareholder
8     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
9     Adopt Simple Majority Vote                Against   For        Shareholder


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

EMC CORP.

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael W. Brown           For       For        Management
1.2   Elect Director John R. Egan               For       For        Management
1.3   Elect Director David N. Strohm            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Declassify the Board of Directors         For       For        Management
6     Limit Composition of Committee(s) to      Against   Against    Shareholder
      Independent Directors
7     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
8     Company Specific-Adopt Simple Majority    Against   For        Shareholder
      Vote
9     Pay For Superior Performance              Against   Against    Shareholder


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

ENTERGY CORP.

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 6, 2007

#     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 Simon D. DeBree            For       For        Management
1.4   Elect Director Gary W. Edwards            For       For        Management
1.5   Elect Director Alexis M. Herman           For       For        Management
1.6   Elect Director Donald C. Hintz            For       For        Management
1.7   Elect Director J. Wayne Leonard           For       For        Management
1.8   Elect Director Stuart L. Levenick         For       For        Management
1.9   Elect Director James R. Nichols           For       For        Management
1.10  Elect Director William A. Percy, II       For       For        Management
1.11  Elect Director W.J. Tauzin                For       For        Management
1.12  Elect Director Steven V. Wilkinson        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Political Contributions         Against   Against    Shareholder
4     Limit Executive Compensation              Against   Against    Shareholder


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

EOG RESOURCES, INC.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George A. Alcorn           For       For        Management
1.2   Elect Director Charles R. Crisp           For       For        Management
1.3   Elect Director Mark G. Papa               For       For        Management
1.4   Elect Director Edmund P. Segner, III      For       For        Management
1.5   Elect Director William D. Stevens         For       For        Management
1.6   Elect Director H. Leighton Steward        For       For        Management
1.7   Elect Director Donald F. Textor           For       For        Management
1.8   Elect Director Frank G. Wisner            For       For        Management
2     Ratify Auditors                           For       For        Management


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

EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Nicholas DeBenedictis      For       For        Management
2     Elect Director Sue L. Gin                 For       For        Management
3     Elect Director William C. Richardson,     For       For        Management
      Ph.D.
4     Elect Director Thomas J. Ridge            For       For        Management
5     Elect Director Don Thompson               For       For        Management
6     Elect Director Stephen D. Steinour        For       For        Management
7     Ratify Auditors                           For       For        Management
8     Declassify the Board of Directors         For       For        Management
9     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Boskin          For       For        Management
1.2   Elect Director William W. George          For       For        Management
1.3   Elect Director James R. Houghton          For       For        Management
1.4   Elect Director William R. Howell          For       For        Management
1.5   Elect Director Reatha Clark King          For       For        Management
1.6   Elect Director Philip E. Lippincott       For       For        Management
1.7   Elect Director Marilyn Carlson Nelson     For       For        Management
1.8   Elect Director Samuel J. Palmisano        For       For        Management
1.9   Elect Director Steven S Reinemund         For       For        Management
1.10  Elect Director Walter V. Shipley          For       For        Management
1.11  Elect Director J. Stephen Simon           For       For        Management
1.12  Elect Director Rex W. Tillerson           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Initiate Payment of Cash Dividend         Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
8     Company-Specific- Amend Article IX of the Against   Against    Shareholder
      Corporation's by-laws
9     Review Executive Compensation             Against   Against    Shareholder
10    Limit Executive Compensation              Against   Against    Shareholder
11    Claw-back of Payments under Restatements  Against   For        Shareholder
12    Report on Political Contributions         Against   Against    Shareholder
13    Amend Equal Employment Opportunity Policy Against   Against    Shareholder
      to Prohibit Discrimination Based on
      Sexual Orientation
14    Report on Environmental Accountability    Against   Against    Shareholder
15    Report on Emission Reduction Goals        Against   Against    Shareholder
16    Report on Carbon Dioxide Emissions        Against   Against    Shareholder
      Information at Gas Stations
17    Adopt Policy to Increase Renewable Energy Against   Against    Shareholder
      Portfolio


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

FEDERATED DEPARTMENT STORES, INC.

Ticker:       FD             Security ID:  31410H101
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sara Levinson              For       For        Management
1.2   Elect Director Joseph Neubauer            For       For        Management
1.3   Elect Director Joseph Pichler             For       For        Management
1.4   Elect Director Joyce M. Roche             For       For        Management
1.5   Elect Director Karl von der Heyden        For       For        Management
1.6   Elect Director Craig E. Weatherup         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Change Company Name                       For       For        Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Approve Deferred Compensation Plan        For       For        Management


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

FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 25, 2006   Meeting Type: Annual
Record Date:  JUL 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James L. Barksdale         For       For        Management
1.2   Elect Director August A. Busch, IV        For       For        Management
1.3   Elect Director John A. Edwardson          For       For        Management
1.4   Elect Director Judith L. Estrin           For       For        Management
1.5   Elect Director J. Kenneth Glass           For       For        Management
1.6   Elect Director Philip Greer               For       For        Management
1.7   Elect Director J.R. Hyde, III             For       For        Management
1.8   Elect Director Shirley A. Jackson         For       For        Management
1.9   Elect Director Steven R. Loranger         For       For        Management
1.10  Elect Director Charles T. Manatt          For       For        Management
1.11  Elect Director Frederick W. Smith         For       For        Management
1.12  Elect Director Joshua I. Smith            For       For        Management
1.13  Elect Director Paul S. Walsh              For       For        Management
1.14  Elect Director Peter S. Willmott          For       For        Management
2     Reduce Supermajority Vote Requirement     For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Environmental Policy            Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

FIRST DATA CORP.

Ticker:       FDC            Security ID:  319963104
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David A. Coulter           For       For        Management
2     Elect Director Henry C. Duques            For       For        Management
3     Elect Director Richard P. Kiphart         For       For        Management
4     Elect Director Joan E. Spero              For       For        Management
5     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
6     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
7     Amend Omnibus Stock Plan                  For       For        Management
8     Ratify Auditors                           For       For        Management


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

FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: DEC 15, 2006   Meeting Type: Annual
Record Date:  OCT 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sherry S. Barrat           For       For        Management
1.2   Elect Director Robert M. Beall, II        For       For        Management
1.3   Elect Director J. Hyatt Brown             For       For        Management
1.4   Elect Director James L. Camaren           For       For        Management
1.5   Elect Director J. Brian Ferguson          For       For        Management
1.6   Elect Director Lewis Hay, III             For       For        Management
1.7   Elect Director Rudy E. Schupp             For       For        Management
1.8   Elect Director Michael H. Thaman          For       For        Management
1.9   Elect Director Hansel E. Tookes, II       For       For        Management
1.10  Elect Director Paul R. Tregurtha          For       For        Management
2     Ratify Auditors                           For       For        Management


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

FPL GROUP, INC.

Ticker:       FPL            Security ID:  302571104
Meeting Date: MAY 25, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sherry S. Barrat           For       For        Management
1.2   Elect Director Robert M. Beall, II        For       For        Management
1.3   Elect Director J. Hyatt Brown             For       For        Management
1.4   Elect Director James L. Camaren           For       For        Management
1.5   Elect Director J. Brian Ferguson          For       For        Management
1.6   Elect Director Lewis Hay, III             For       For        Management
1.7   Elect Director Toni Jennings              For       For        Management
1.8   Elect Director Oliver D. Kingsley, Jr.    For       For        Management
1.9   Elect Director Rudy E. Schupp             For       For        Management
1.10  Elect Director Michael H. Thaman          For       For        Management
1.11  Elect Director Hansel E. Tookes, II       For       For        Management
1.12  Elect Director Paul R. Tregurtha          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: JAN 25, 2007   Meeting Type: Annual
Record Date:  NOV 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel H. Armacost         For       For        Management
1.2   Elect Director Charles Crocker            For       For        Management
1.3   Elect Director Joseph R. Hardiman         For       For        Management
1.4   Elect Director Robert D. Joffe            For       For        Management
1.5   Elect Director Charles B. Johnson         For       For        Management
1.6   Elect Director Gregory E. Johnson         For       For        Management
1.7   Elect Director Rupert H. Johnson, Jr.     For       For        Management
1.8   Elect Director Thomas H. Kean             For       For        Management
1.9   Elect Director Chutta Ratnathicam         For       For        Management
1.10  Elect Director Peter M. Sacerdote         For       For        Management
1.11  Elect Director Laura Stein                For       For        Management
1.12  Elect Director Anne M. Tatlock            For       For        Management
1.13  Elect Director Louis E. Woodworth         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan


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

GENWORTH FINANCIAL, INC.

Ticker:       GNW            Security ID:  37247D106
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frank J. Borelli           For       For        Management
1.2   Elect Director Michael D. Fraizer         For       For        Management
1.3   Elect Director Nancy J. Karch             For       For        Management
1.4   Elect Director J. Robert Kerrey           For       For        Management
1.5   Elect Director Saiyid T. Naqvi            For       For        Management
1.6   Elect Director James A. Parke             For       For        Management
1.7   Elect Director James S. Riepe             For       For        Management
1.8   Elect Director Barrett A. Toan            For       For        Management
1.9   Elect Director Thomas B. Wheeler          For       For        Management
2     Ratify Auditors                           For       For        Management


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

GENZYME CORP.

Ticker:       GENZ           Security ID:  372917104
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas A. Berthiaume      For       For        Management
1.2   Elect Director Gail K. Boudreaux          For       For        Management
2     Amend Omnibus Stock Plan                  For       Against    Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Company Specific--Adopt Majority Voting   For       For        Management
6     Ratify Auditors                           For       For        Management
7     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 22, 2007

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


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

GLOBALSANTAFE CORPORATION (FORMERLY SANTA FE INTERNATIONAL CORP)

Ticker:       GSF            Security ID:  G3930E101
Meeting Date: JUN 7, 2007    Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Edward R. Muller          For       For        Management
1.2   Elect  Director John L. Whitmire          For       For        Management
2     Ratify Auditors                           For       For        Management


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

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: APR 11, 2007   Meeting Type: Annual
Record Date:  JAN 26, 2007

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


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

HESS CORP

Ticker:       HES            Security ID:  42809H107
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director N.F. Brady                 For       For        Management
1.2   Elect Director J.B. Collins               For       For        Management
1.3   Elect Director T.H. Kean                  For       For        Management
1.4   Elect Director F.A. Olsen                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         None      For        Shareholder


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

INTEL CORP.

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Craig R. Barrett           For       For        Management
2     Elect Director Charlene Barshefsky        For       For        Management
3     Elect Director Susan L. Decker            For       For        Management
4     Elect Director D. James Guzy              For       For        Management
5     Elect Director Reed E. Hundt              For       For        Management
6     Elect Director Paul S. Otellini           For       For        Management
7     Elect Director James D. Plummer           For       For        Management
8     Elect Director David S. Pottruck          For       For        Management
9     Elect Director Jane E. Shaw               For       For        Management
10    Elect Director John L. Thornton           For       For        Management
11    Elect Director David B. Yoffie            For       For        Management
12    Ratify Auditors                           For       For        Management
13    Amend Omnibus Stock Plan                  For       Against    Management
14    Approve Executive Incentive Bonus Plan    For       For        Management
15    Limit Executive Compensation              Against   Against    Shareholder


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

INTERNATIONAL GAME TECHNOLOGY

Ticker:       IGT            Security ID:  459902102
Meeting Date: MAR 6, 2007    Meeting Type: Annual
Record Date:  JAN 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Neil Barsky                For       For        Management
1.2   Elect Director Robert A. Bittman          For       For        Management
1.3   Elect Director Richard R. Burt            For       For        Management
1.4   Elect Director Patti S. Hart              For       For        Management
1.5   Elect Director Leslie S. Heisz            For       For        Management
1.6   Elect Director Robert A. Mathewson        For       For        Management
1.7   Elect Director Thomas J. Matthews         For       For        Management
1.8   Elect Director Robert Miller              For       For        Management
1.9   Elect Director Frederick B. Rentschler    For       For        Management
2     Ratify Auditors                           For       For        Management


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 27, 2007

#     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 Christine A. Poon          For       For        Management
1.8   Elect Director Charles Prince             For       For        Management
1.9   Elect Director Steven S Reinemund         For       For        Management
1.10  Elect Director David Satcher              For       For        Management
1.11  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
4     Submit Supplemental Executive Retirement  Against   Against    Shareholder
      Plans to Shareholder vote


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     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 James S. Crown             For       For        Management
1.4   Elect Director James Dimon                For       For        Management
1.5   Elect Director Ellen V. Futter            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.8   Elect Director Robert I. Lipp             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     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
5     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Provide for Cumulative Voting             Against   Against    Shareholder
8     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
9     Report on Political Contributions         Against   Against    Shareholder
10    Report on Management Initiatives to       Against   Against    Shareholder
      Address Links to Slavery and Human Rights
      Abuse


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

LADBROKES PLC (FORMERLY HILTON GROUP PLC)

Ticker:                      Security ID:  G5337D107
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Final Dividend of 8.60 Pence Per  For       For        Management
      Ordinary Share
3     Re-elect Christopher Rodrigues as         For       For        Management
      Director
4     Elect John Jarvis as Director             For       For        Management
5     Elect Henry Staunton as Director          For       For        Management
6     Elect Brian Wallace as Director           For       For        Management
7     Reappoint Ernst & Young LLP as Auditors   For       For        Management
      and Authorise the Board to Determine
      Their Remuneration
8     Approve Remuneration Report               For       For        Management
9     Authorise the Company to Make EU          For       For        Management
      Political Donations and to Incur EU
      Political Expenditures up to GBP 10,000;
      Authorise Ladbrokes Betting & Gaming Ltd
      to Make EU Political Donations and to
      Incur EU Political Expenditures up to GBP
      15,000
10    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 58,794,737
11    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 8,893,958 and up to
      Aggregate Nominal Amount of GBP
      58,794,737 in Connection with a Rights
      Issue
12    Authorise 62,780,884 Ordinary Shares for  For       For        Management
      Market Purchase
13    Amend Articles of Association Re:         For       For        Management
      Electronic Communications
14    Subject to the Passing of Resolution 13,  For       For        Management
      Authorise the Company to Use Electronic
      Means to Convey Information to
      Shareholders
15    Approve Ladbrokes Plc Performance Share   For       For        Management
      Plan


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

LEGG MASON, INC.

Ticker:       LM             Security ID:  524901105
Meeting Date: JUL 18, 2006   Meeting Type: Annual
Record Date:  MAY 19, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Carl Bildt                 For       For        Management
1.2   Elect Director John E. Koerner III        For       For        Management
1.3   Elect Director Cheryl Gordon Krongard     For       For        Management
1.4   Elect Director James E. Ukrop             For       For        Management
1.5   Elect Director W. Allen Reed              For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Ratify Auditors                           For       For        Management


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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEH            Security ID:  524908100
Meeting Date: APR 12, 2007   Meeting Type: Annual
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Michael L. Ainslie         For       For        Management
2     Elect Director John F. Akers              For       For        Management
3     Elect Director Roger S. Berlind           For       For        Management
4     Elect Director Thomas H. Cruikshank       For       For        Management
5     Elect Director Marsha Johnson Evans       For       For        Management
6     Elect Director Richard S. Fuld, Jr.       For       For        Management
7     Elect Director Christopher Gent           For       For        Management
8     Elect Director Roland A. Hernandez        For       For        Management
9     Elect Director Henry Kaufman              For       For        Management
10    Elect Director John D. Macomber           For       For        Management
11    Ratify Auditors                           For       For        Management
12    Amend Omnibus Stock Plan                  For       Against    Management
13    Publish Political Contributions           Against   Against    Shareholder


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

LOCKHEED MARTIN CORP.

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. C. Aldridge, Jr.        For       For        Management
1.2   Elect Director Nolan D. Archibald         For       For        Management
1.3   Elect Director Marcus C. Bennett          For       For        Management
1.4   Elect Director James O. Ellis, Jr.        For       For        Management
1.5   Elect Director Gwendolyn S. King          For       For        Management
1.6   Elect Director James M. Loy               For       For        Management
1.7   Elect Director Douglas H. McCorkindale    For       For        Management
1.8   Elect Director Eugene F. Murphy           For       For        Management
1.9   Elect Director Joseph W. Ralston          For       For        Management
1.10  Elect Director Frank Savage               For       For        Management
1.11  Elect Director James M. Schneider         For       For        Management
1.12  Elect Director Anne Stevens               For       For        Management
1.13  Elect Director Robert J. Stevens          For       For        Management
1.14  Elect Director James R. Ukropina          For       For        Management
1.15  Elect Director Douglas C. Yearley         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
5     Report on Nuclear Weapons                 Against   Against    Shareholder


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 25, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Bernauer          For       For        Management
1.2   Elect Director Leonard L. Berry           For       For        Management
1.3   Elect Director Dawn E. Hudson             For       For        Management
1.4   Elect Director Robert A. Niblock          For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management
4     Require Director Nominee Qualifications   Against   Against    Shareholder
5     Report on Progress Toward Implementing    Against   Against    Shareholder
      the Company?s Wood Policy
6     Declassify the Board of Directors         Against   For        Shareholder
7     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
8     Pay For Superior Performance              Against   Against    Shareholder


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 24, 2006   Meeting Type: Annual
Record Date:  JUN 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Anderson        For       For        Management
1.2   Elect Director Michael R. Bonsignore      For       For        Management
1.3   Elect Director Robert C. Pozen            For       For        Management
1.4   Elect Director Gordon M. Sprenger         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

METLIFE, INC

Ticker:       MET            Security ID:  59156R108
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Burton A. Dole, Jr.        For       For        Management
1.2   Elect Director R. Glenn Hubbard           For       For        Management
1.3   Elect Director James M. Kilts             For       For        Management
1.4   Elect Director Charles M. Leighton        For       For        Management
1.5   Elect Director David Satcher              For       For        Management
2     Ratify Auditors                           For       For        Management


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

MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 17, 2007   Meeting Type: Annual
Record Date:  NOV 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Frank V. Atlee III        For       For        Management
1.2   Elect  Director Arthur H. Harper          For       For        Management
1.3   Elect  Director Gwendolyn S. King         For       For        Management
1.4   Elect  Director Sharon R. Long, Ph.D.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

NESTLE SA

Ticker:       NSRGF          Security ID:  H57312466
Meeting Date: APR 19, 2007   Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       Did Not    Management
      Reports                                             Vote
2     Approve Discharge of Board and Senior     For       Did Not    Management
      Management                                          Vote
3     Approve Allocation of Income and          For       Did Not    Management
      Dividends of CHF 10.40 per Share                    Vote
4     Approve CHF 7.7 Million Reduction in      For       Did Not    Management
      Share Capital via Cancellation of                   Vote
      Repurchased Shares
5.1   Reelect Peter Brabeck-Letmathe as         For       Did Not    Management
      Director                                            Vote
5.2   Reelect Edward George as Director         For       Did Not    Management
                                                          Vote


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

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 18, 2006   Meeting Type: Annual
Record Date:  JUL 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jill K. Conway             For       For        Management
1.2   Elect Director Alan B. Graf, Jr.          For       For        Management
1.3   Elect Director Jeanne P. Jackson          For       For        Management
2     Report on Charitable Contributions        Against   Against    Shareholder
3     Ratify Auditors                           For       For        Management


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

NOBLE CORPORATION

Ticker:       NE             Security ID:  G65422100
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Michael A. Cawley         For       For        Management
1.2   Elect  Director Luke R. Corbett           For       For        Management
1.3   Elect  Director Jack E. Little            For       For        Management
2     Ratify Auditors                           For       For        Management


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 9, 2006    Meeting Type: Annual
Record Date:  AUG 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jeffrey O. Henley          For       For        Management
1.2   Elect Director Lawrence J. Ellison        For       For        Management
1.3   Elect Director Donald L. Lucas            For       For        Management
1.4   Elect Director Michael J. Boskin          For       For        Management
1.5   Elect Director Jack F. Kemp               For       For        Management
1.6   Elect Director Jeffrey S. Berg            For       For        Management
1.7   Elect Director Safra A. Catz              For       For        Management
1.8   Elect Director Hector Garcia-Molina       For       For        Management
1.9   Elect Director H. Raymond Bingham         For       For        Management
1.10  Elect Director Charles E Phillips, Jr.    For       For        Management
1.11  Elect Director Naomi O. Seligman          For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Non-Employee Director Omnibus Stock For       Against    Management
      Plan


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dina Dublon                For       For        Management
2     Elect Director Victor J. Dzau, M.D.       For       For        Management
3     Elect Director Ray L. Hunt                For       For        Management
4     Elect Director Alberto Ibarguen           For       For        Management
5     Elect Director Arthur C. Martinez         For       For        Management
6     Elect Director Indra K. Nooyi             For       For        Management
7     Elect Director Sharon Percy Rockefeller   For       For        Management
8     Elect Director James J. Schiro            For       For        Management
9     Elect Director Daniel Vasella             For       For        Management
10    Elect Director Michael D. White           For       For        Management
11    Ratify Auditors                           For       For        Management
12    Approve Omnibus Stock Plan                For       For        Management
13    Report on Charitable Contributions        Against   Against    Shareholder


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jose P. Alves              For       For        Management
1.2   Elect Director Ronald L. Kuehn, Jr.       For       For        Management
1.3   Elect Director H. Mitchell Watson, Jr.    For       For        Management
1.4   Elect Director Robert L. Wood             For       For        Management
2     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
3     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
4     Ratify Auditors                           For       For        Management


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

PROCTER & GAMBLE COMPANY, THE

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 10, 2006   Meeting Type: Annual
Record Date:  AUG 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Norman R. Augustine        For       For        Management
1.2   Elect Director A.G. Lafley                For       For        Management
1.3   Elect Director Johnathan A. Rodgers       For       For        Management
1.4   Elect Director John F. Smith, Jr.         For       For        Management
1.5   Elect Director Margaret C. Whitman        For       For        Management
2     Approve Decrease in Size of Board         For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Omnibus Stock Plan                  For       For        Management
5     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote


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

RECKITT BENCKISER PLC (FORMERLY RECKITT & COLMAN PLC )

Ticker:                      Security ID:  G7420A107
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       For        Management
      Reports
2     Approve Remuneration Report               For       For        Management
3     Approve Final Dividend of 25 Pence Per    For       For        Management
      Ordinary Share
4     Re-elect Colin Day as Director            For       For        Management
5     Re-elect Judith Sprieser as Director      For       For        Management
6     Re-elect Kenneth Hydon as Director        For       For        Management
7     Re-elect Peter White as Director          For       For        Management
8     Elect David Tyler as Director             For       For        Management
9     Reappoint PricewaterhouseCoopers LLP as   For       For        Management
      Auditors of the Company
10    Authorise Board to Fix Remuneration of    For       For        Management
      Auditors
11    Authorise Issue of Equity or              For       For        Management
      Equity-Linked Securities with Pre-emptive
      Rights up to Aggregate Nominal Amount of
      GBP 25,160,000
12    Subject to the Passing of Resolution 11,  For       For        Management
      Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 3,700,000
13    Authorise 72,000,000 Ordinary Shares for  For       For        Management
      Market Purchase


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

ROCHE HOLDING AG

Ticker:                      Security ID:  H69293217
Meeting Date: MAR 5, 2007    Meeting Type: Annual
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Accept Financial Statements and Statutory For       Did Not    Management
      Reports                                             Vote
2     Approve Discharge of Board and Senior     For       Did Not    Management
      Management                                          Vote
3     Approve Allocation of Income and          For       Did Not    Management
      Dividends of CHF 3.40 per Share                     Vote
4.1   Elect Pius Baschera as Director           For       Did Not    Management
                                                          Vote
4.2   Elect Wolfgang Ruttenstorfer as Director  For       Did Not    Management
                                                          Vote
5     KPMG Klynveld Peat Marwick Goerdeler SA   For       Did Not    Management
                                                          Vote


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

ROCKWELL AUTOMATION INC

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 7, 2007    Meeting Type: Annual
Record Date:  DEC 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barry C. Johnson           For       For        Management
1.2   Elect Director William T. Mccormick Jr    For       For        Management
1.3   Elect Director Keith D. Nosbusch          For       For        Management
2     Ratify Auditors                           For       For        Management


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

ROHM AND HAAS CO.

Ticker:       ROH            Security ID:  775371107
Meeting Date: MAY 7, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

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


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

SAMSUNG ELECTRONICS CO. LTD.

Ticker:       SSNHY          Security ID:  796050888
Meeting Date: FEB 28, 2007   Meeting Type: Annual
Record Date:  DEC 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Appropriation of Income and Final For       For        Management
      Dividend of KRW 5000 Per Common Share
2     Elect Independent Non-Executive Directors For       For        Management
3     Elect Executive Director                  For       For        Management
4     Elect Members of Audit Committee          For       For        Management
5     Approve Remuneration of Executive         For       For        Management
      Directors and Independent Non-Executive
      Directors


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

SANDISK CORP.

Ticker:       SNDK           Security ID:  80004C101
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eli Harari                 For       Withhold   Management
1.2   Elect Director Irwin Federman             For       Withhold   Management
1.3   Elect Director Steven J. Gomo             For       Withhold   Management
1.4   Elect Director Eddy W. Hartenstein        For       Withhold   Management
1.5   Elect Director Catherine P. Lego          For       Withhold   Management
1.6   Elect Director Michael E. Marks           For       Withhold   Management
1.7   Elect Director James D. Meindl            For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based Equity Awards           Against   Against    Shareholder


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

SLM CORP.

Ticker:       SLM            Security ID:  78442P106
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ann Torre Bates            For       For        Management
1.2   Elect Director Charles L. Daley           For       For        Management
1.3   Elect Director W.M. Diefenderfer III      For       For        Management
1.4   Elect Director Thomas J. Fitzpatrick      For       For        Management
1.5   Elect Director Diane Suitt Gilleland      For       For        Management
1.6   Elect Director Earl A. Goode              For       For        Management
1.7   Elect Director Ronald F. Hunt             For       For        Management
1.8   Elect Director Benjamin J. Lambert III    For       For        Management
1.9   Elect Director Albert L. Lord             For       For        Management
1.10  Elect Director Barry A. Munitz            For       For        Management
1.11  Elect Director A. Alexander Porter, Jr    For       For        Management
1.12  Elect Director Wolfgang Schoellkopf       For       For        Management
1.13  Elect Director Steven L. Shapiro          For       For        Management
1.14  Elect Director Barry L. Williams          For       For        Management
2     Ratify Auditors                           For       For        Management


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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 11, 2007   Meeting Type: Annual
Record Date:  APR 17, 2007

#     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 Gary L. Crittenden         For       For        Management
1.5   Elect Director Rowland T. Moriarty        For       For        Management
1.6   Elect Director Robert C. Nakasone         For       For        Management
1.7   Elect Director Ronald L. Sargent          For       For        Management
1.8   Elect Director Martin Trust               For       For        Management
1.9   Elect Director Vijay Vishwanath           For       For        Management
1.10  Elect Director Paul F. Walsh              For       For        Management
2     Company Specific- Majority Vote for the   For       For        Management
      Uncontested Election of Directors
3     Ratify Auditors                           For       For        Management
4     Company Specific- Adopt Simple Majority   Against   For        Shareholder
      Vote


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

STATE STREET CORP. (BOSTON)

Ticker:       STT            Security ID:  857477103
Meeting Date: APR 18, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director T. Albright                For       For        Management
1.2   Elect Director K. Burnes                  For       For        Management
1.3   Elect Director P. Coym                    For       For        Management
1.4   Elect Director N. Darehshori              For       For        Management
1.5   Elect Director A. Fawcett                 For       For        Management
1.6   Elect Director A. Goldstein               For       For        Management
1.7   Elect Director D. Gruber                  For       For        Management
1.8   Elect Director L. Hill                    For       For        Management
1.9   Elect Director C. LaMantia                For       For        Management
1.10  Elect Director R. Logue                   For       For        Management
1.11  Elect Director M. Miskovic                For       For        Management
1.12  Elect Director R. Sergel                  For       For        Management
1.13  Elect Director R. Skates                  For       For        Management
1.14  Elect Director G. Summe                   For       For        Management
1.15  Elect Director D. Walsh                   For       For        Management
1.16  Elect Director R. Weissman                For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Ratify Auditors                           For       For        Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Calvin Darden              For       For        Management
1.2   Elect Director Anne M. Mulcahy            For       For        Management
1.3   Elect Director Stephen W. Sanger          For       For        Management
1.4   Elect Director Gregg W. Steinhafel        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Company Specific- Require Majority Vote   For       For        Management
      for the Election of Directors
5     Report on Political Contributions         Against   Against    Shareholder


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

TELUS CORPORATION

Ticker:       T              Security ID:  87971M103
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director R.H. (Dick) Auchinleck     For       For        Management
1.2   Elect Director A. Charles Baillie         For       For        Management
1.3   Elect Director Micheline Bouchard         For       For        Management
1.4   Elect Director R. John Butler             For       For        Management
1.5   Elect Director Brian A. Canfield          For       For        Management
1.6   Elect Director Pierre Y. Ducros           For       For        Management
1.7   Elect Director Darren Entwistle           For       For        Management
1.8   Elect Director Ruston E.T. Goepel         For       For        Management
1.9   Elect Director John S. Lacey              For       For        Management
1.10  Elect Director Brian F. MacNeill          For       For        Management
1.11  Elect Director Ronald P. Triffo           For       For        Management
1.12  Elect Director Donald Woodley             For       For        Management
2     Approve Deloitte & Touche LLP as Auditors For       For        Management
      and Authorize Board to Fix Remuneration
      of Auditors


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

TEVA PHARMACEUTICAL INDUSTRIES

Ticker:       TEVA           Security ID:  881624209
Meeting Date: OCT 5, 2006    Meeting Type: Special
Record Date:  AUG 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO APPROVE THE REMUNERATION OF MR. ELI    For       For        Management
      HURVITZ IN HIS CAPACITY AS CHAIRMAN OF
      THE BOARD OF TEVA, IN AN AMOUNT OF THE
      NIS EQUIVALENT OF $300,000 PER ANNUM PLUS
      VAT, TO BE ADJUSTED BY THE INCREASE OF
      THE ISRAELI CONSUMER PRICE INDEX,
      TOGETHER WITH AN OFFIC
2     TO APPROVE THE REMUNERATION OF DR.        For       For        Management
      PHILLIP FROST IN HIS CAPACITY AS VICE
      CHAIRMAN OF THE BOARD OF TEVA AND
      CHAIRMAN OF THE BOARD S SCIENCE AND
      TECHNOLOGY COMMITTEE, IN AN AMOUNT OF THE
      NIS EQUIVALENT OF $275,000 PER ANNUM PLUS
      VAT, TO BE ADJUSTED BY THE


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

TOTAL SA (FORMERLY TOTAL FINA ELF  S.A )

Ticker:       TOT            Security ID:  89151E109
Meeting Date: MAY 11, 2007   Meeting Type: Annual
Record Date:  APR 4, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF PARENT COMPANY FINANCIAL      For       For        Management
      STATEMENTS
2     APPROVAL OF CONSOLIDATED FINANCIAL        For       For        Management
      STATEMENTS
3     ALLOCATION OF EARNINGS, DECLARATION OF    For       For        Management
      DIVIDEND
4     AGREEMENTS COVERED BY ARTICLE L. 225-38   For       For        Management
      OF THE FRENCH COMMERCIAL CODE
5     AUTHORIZATION FOR THE BOARD OF DIRECTORS  For       For        Management
      TO TRADE SHARES OF THE COMPANY
6     RENEWAL OF THE APPOINTMENT OF MR. THIERRY For       For        Management
      DESMAREST AS A DIRECTOR
7     RENEWAL OF THE APPOINTMENT OF MR. THIERRY For       For        Management
      DE RUDDER AS A DIRECTOR
8     RENEWAL OF THE APPOINTMENT OF MR. SERGE   For       For        Management
      TCHURUK AS A DIRECTOR
9     APPOINTMENT OF A DIRECTOR REPRESENTING    For       For        Management
      EMPLOYEE SHAREHOLDERS IN APPLICATION OF
      ARTICLE 11 OF THE ARTICLES OF ASSOCIATION
10    APPOINTMENT OF A DIRECTOR REPRESENTING    Against   Against    Management
      EMPLOYEE SHAREHOLDERS IN APPLICATION OF
      ARTICLE 11 OF THE ARTICLES OF ASSOCIATION
11    APPOINTMENT OF A DIRECTOR REPRESENTING    Against   Against    Management
      EMPLOYEE SHAREHOLDERS IN APPLICATION OF
      ARTICLE 11 OF THE ARTICLES OF ASSOCIATION
12    DETERMINATION OF THE TOTAL AMOUNT OF      For       For        Management
      DIRECTORS  COMPENSATION
13    DELEGATION OF AUTHORITY GRANTED TO THE    For       For        Management
      BOARD OF DIRECTORS TO INCREASE CAPITAL BY
      ISSUING COMMON SHARES OR ANY SECURITIES
      PROVIDING ACCESS TO CAPITAL WHILE
      MAINTAINING SHAREHOLDERS PREFERENTIAL
      SUBSCRIPTION RIGHTS
14    DELEGATION OF AUTHORITY GRANTED TO THE    For       Against    Management
      BOARD OF DIRECTORS TO INCREASE CAPITAL BY
      ISSUING COMMON SHARES OR ANY SECURITIES
      PROVIDING ACCESS TO CAPITAL WITHOUT
      PREFERENTIAL SUBSCRIPTION RIGHTS
15    DELEGATION OF AUTHORITY GRANTED TO THE    For       For        Management
      BOARD OF DIRECTORS TO INCREASE CAPITAL
      UNDER THE CONDITIONS PROVIDED FOR IN
      ARTICLE 443-5 OF THE FRENCH LABOR CODE
16    AUTHORIZATION TO GRANT SUBSCRIPTION OR    For       For        Management
      PURCHASE OPTIONS FOR THE COMPANY S STOCK
      TO CERTAIN EMPLOYEES OF THE GROUP AS WELL
      AS TO THE MANAGEMENT OF THE COMPANY OR OF
      OTHER GROUP COMPANIES
17    AUTHORIZATION TO BE GRANTED TO THE BOARD  For       For        Management
      OF DIRECTORS TO REDUCE CAPITAL BY
      CANCELING SHARES
18    AMENDMENT OF ARTICLE 13, PARAGRAPH 2, OF  For       For        Management
      THE COMPANY S ARTICLES OF ASSOCIATION
      WITH REGARD TO THE METHODS THAT MAY BE
      USED TO PARTICIPATE IN BOARD OF DIRECTORS
       MEETINGS
19    AMENDMENT OF ARTICLE 17-2 OF THE COMPANY  For       For        Management
      S ARTICLES OF ASSOCIATION TO TAKE INTO
      ACCOUNT NEW RULES FROM THE DECREE OF
      DECEMBER 11, 2006 RELATING TO THE COMPANY
      S BOOK-BASED SYSTEM FOR RECORDING SHARES
      FOR SHAREHOLDERS WISHING TO PARTICIPATE
      IN ANY FORM WH
20    AMENDMENT OF ARTICLE 17-2 OF THE COMPANY  For       For        Management
      S ARTICLES OF ASSOCIATION TO TAKE INTO
      ACCOUNT RULES RELATING TO ELECTRONIC
      SIGNATURES IN THE EVENT OF A VOTE CAST
      VIA TELECOMMUNICATION
21    NEW PROCEDURE TO NOMINATE THE             Against   For        Shareholder
      EMPLOYEE-SHAREHOLDER DIRECTOR
22    AUTHORIZATION TO GRANT RESTRICTED SHARES  Against   For        Shareholder
      OF THE COMPANY TO GROUP EMPLOYEES
23    AMENDMENT OF ARTICLE 18, PARAGRAPH 7 OF   Against   For        Shareholder
      THE COMPANY S ARTICLES OF ASSOCIATION IN
      VIEW OF DELETING THE STATUTORY CLAUSE
      LIMITING VOTING RIGHTS


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

TRANSOCEAN INC.

Ticker:       RIG            Security ID:  G90078109
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION OF DIRECTOR: ROBERT L. LONG      For       For        Management
2     ELECTION OF DIRECTOR: MARTIN B. MCNAMARA  For       For        Management
3     ELECTION OF DIRECTOR: ROBERT M. SPRAGUE   For       For        Management
4     ELECTION OF DIRECTOR: J. MICHAEL TALBERT  For       For        Management
5     APPROVAL OF THE APPOINTMENT OF ERNST &    For       For        Management
      YOUNG LLP TO SERVE AS OUR INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM FOR
      2007.


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

TRAVELERS COMPANIES, INC., THE

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 1, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

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


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 8, 2007    Meeting Type: Annual
Record Date:  JAN 12, 2007

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


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

TYCO INTERNATIONAL LTD.

Ticker:       TYC            Security ID:  902124106
Meeting Date: MAR 8, 2007    Meeting Type: Special
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF REVERSE STOCK SPLIT OF THE    For       For        Management
      COMPANYS COMMON SHARES AT A SPLIT RATIO
      OF 1 FOR 4
2     APPROVAL OF CONSEQUENTIAL AMENDMENT TO    For       For        Management
      THE COMPANY S AMENDED AND RESTATED
      BYE-LAWS.


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

UNITED TECHNOLOGIES CORP.

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 11, 2007   Meeting Type: Annual
Record Date:  FEB 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Louis R. Chenevert         For       For        Management
1.2   Elect Director George David               For       For        Management
1.3   Elect Director John V. Faraci             For       For        Management
1.4   Elect Director Jean-Pierre Garnier        For       For        Management
1.5   Elect Director Jamie S. Gorelick          For       For        Management
1.6   Elect Director Charles R. Lee             For       For        Management
1.7   Elect Director Richard D. Mccormick       For       For        Management
1.8   Elect Director Harold Mcgraw III          For       For        Management
1.9   Elect Director Richard B. Myers           For       For        Management
1.10  Elect Director Frank P. Popoff            For       For        Management
1.11  Elect Director H. Patrick Swygert         For       For        Management
1.12  Elect Director Andre Villeneuve           For       For        Management
1.13  Elect Director H.A. Wagner                For       For        Management
1.14  Elect Director Christine Todd Whitman     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Term Limits for Directors       Against   Against    Shareholder
4     Report on Foreign Military Sales          Against   Against    Shareholder
5     Report on Political Contributions         Against   Against    Shareholder
6     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
7     Pay For Superior Performance              Against   Against    Shareholder


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

WALT DISNEY COMPANY, THE

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 8, 2007    Meeting Type: Annual
Record Date:  JAN 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Bryson             For       For        Management
1.2   Elect Director John S. Chen               For       For        Management
1.3   Elect Director Judith L. Estrin           For       For        Management
1.4   Elect Director Robert A. Iger             For       For        Management
1.5   Elect Director Steven P. Jobs             For       For        Management
1.6   Elect Director Fred H. Langhammer         For       For        Management
1.7   Elect Director Aylwin B. Lewis            For       For        Management
1.8   Elect Director Monica C. Lozano           For       For        Management
1.9   Elect Director Robert W. Matschullat      For       For        Management
1.10  Elect Director John E. Pepper, Jr.        For       For        Management
1.11  Elect Director Orin C. Smith              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Amend Executive Incentive Bonus Plan      For       For        Management
5     Company-Specific--Governance-Related - No Against   Against    Shareholder
      Greenmail payments
6     Approve/Amend Terms of Existing Poison    Against   For        Shareholder
      Pill


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John S. Chen               For       For        Management
1.2   Elect Director Lloyd H. Dean              For       For        Management
1.3   Elect Director Susan E. Engel             For       For        Management
1.4   Elect Director Enrique Hernandez, Jr.     For       For        Management
1.5   Elect Director Robert L. Joss             For       For        Management
1.6   Elect Director Richard M. Kovacevich      For       For        Management
1.7   Elect Director Richard D. McCormick       For       For        Management
1.8   Elect Director Cynthia H. Milligan        For       For        Management
1.9   Elect Director Nicholas G. Moore          For       For        Management
1.10  Elect Director Philip J. Quigley          For       For        Management
1.11  Elect Director Donald B. Rice             For       For        Management
1.12  Elect Director Judith M. Runstad          For       For        Management
1.13  Elect Director Stephen W. Sanger          For       For        Management
1.14  Elect Director Susan G. Swenson           For       For        Management
1.15  Elect Director John G. Stumpf             For       For        Management
1.16  Elect Director Michael W. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation
5     Establish SERP Policy                     Against   Against    Shareholder
6     Report on Racial and Ethnic Disparities   Against   Against    Shareholder
      in Loan Pricing
7     Report on Emission Reduction Goals        Against   Against    Shareholder


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Robert Essner              For       For        Management
2     Elect Director John D. Feerick            For       For        Management
3     Elect Director Frances D. Fergusson       For       For        Management
4     Elect Director Victor F. Ganzi            For       For        Management
5     Elect Director Robert Langer              For       For        Management
6     Elect Director John P. Mascotte           For       For        Management
7     Elect Director Raymond J. McGuire         For       For        Management
8     Elect Director Mary Lake Polan            For       For        Management
9     Elect Director Bernard Poussot            For       For        Management
10    Elect Director Gary L. Rogers             For       For        Management
11    Elect Director Ivan G. Seidenberg         For       For        Management
12    Elect Director Walter V. Shipley          For       For        Management
13    Elect Director John R. Torell III         For       For        Management
14    Ratify Auditors                           For       For        Management
15    Reduce Supermajority Vote Requirement     For       For        Management
16    Amend Omnibus Stock Plan                  For       For        Management
17    Adopt Animal Welfare Policy               Against   Against    Shareholder
18    Report on Policy to Limit Drug Supply to  Against   Against    Shareholder
      Canada
19    Report on Political Contributions         Against   Against    Shareholder
20    Claw-back of Payments under Restatements  Against   For        Shareholder
21    Company-Specific - Interlocking           Against   Against    Shareholder
      Directorship
22    Disclose Information-Proposal Withdrawn.  Against   Against    Shareholder
      No Vote Required
23    Separate Chairman and CEO Positions       Against   Against    Shareholder
24    Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation


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

XILINX, INC.

Ticker:       XLNX           Security ID:  983919101
Meeting Date: JUL 26, 2006   Meeting Type: Annual
Record Date:  MAY 26, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Willem P. Roelandts        For       For        Management
1.2   Elect Director John L. Doyle              For       For        Management
1.3   Elect Director Jerald G. Fishman          For       For        Management
1.4   Elect Director Philip T. Gianos           For       For        Management
1.5   Elect Director William G. Howard, Jr.     For       For        Management
1.6   Elect Director J. Michael Patterson       For       For        Management
1.7   Elect Director Elizabeth W. Vanderslice   For       For        Management
2     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
3     Approve Omnibus Stock Plan                For       Against    Management
4     Ratify Auditors                           For       For        Management


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

ZIMMER HOLDINGS INC

Ticker:       ZMH            Security ID:  98956P102
Meeting Date: MAY 7, 2007    Meeting Type: Annual
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Larry C. Glasscock         For       For        Management
2     Elect Director John L. McGoldrick         For       For        Management
3     Ratify Auditors                           For       For        Management
4     Declassify the Board of Directors         For       For        Management
5     Adopt Simple Majority Vote                Against   For        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: MASSACHUSETTS INVESTORS TRUST


By (Signature and Title) MARIA F. DWYER*
                         -------------------------------------------
                         Maria F. Dwyer, Principal Executive Officer

Date: August 29, 2007


*By (Signature and Title) /s/ Susan S. Newton
                          ------------------------------------------
                          Susan S. Newton, as attorney-in-fact

*    Executed by Susan S. Newton on behalf of Maria F. Dwyer pursuant to a Power
     of Attorney dated July 18, 2007. (1)

(1)  Incorporated by reference to MFS Series Trust XV (File Nos. 2-96738 and
     811-4253) Post-Effective Amendment No. 28 filed with the SEC via EDGAR on
     August 24, 2007 and to MFS Series Trust XIV (File No. 811-22033) Post-
     Effective Amendment No. 1 to be filed with the SEC via EDGAR on or about
     August 30, 2007.