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

                                    FORM N-PX

               ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                          MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-03128

                 Morgan Stanley Dividend Growth Securities Inc.
               --------------------------------------------------
               (Exact name of registrant as specified in charter)

  522 Fifth Avenue, New York, New York                                   10036
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip code)

                               Amy Doberman, Esq.
                                Managing Director
                     Morgan Stanley Investment Advisors Inc.
                                522 Fifth Avenue
                            New York, New York 10036
                     ---------------------------------------
                     (Name and address of agent for service)

Registrant's telephone number, including area code: 800-869-6397

Date of fiscal year end: 2/28

Date of reporting period: 7/1/06 - 6/30/07



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

ICA File Number: 811-03128
Reporting Period: 07/01/2006 - 06/30/2007
Morgan Stanley Dividend Growth Securities, Inc.









================ MORGAN STANLEY DIVIDEND GROWTH SECURITIES INC. ================


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   For        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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ALCON INC.

Ticker:       ACL            Security ID:  H01301102
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE 2006 ANNUAL REPORT AND    For       For        Management
      ACCOUNTS OF ALCON, INC. AND THE 2006
      CONSOLIDATED FINANCIAL STATEMENTS OF
      ALCON, INC. AND SUBSIDIARIES
2     APPROPRIATION OF AVAILABLE EARNINGS AND   For       For        Management
      PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE
      FINANCIAL YEAR 2006
3     DISCHARGE OF THE MEMBERS OF THE BOARD OF  For       For        Management
      DIRECTORS FOR THE FINANCIAL YEAR 2006
4     ELECTION OF KPMG KLYNVELD PEAT MARWICK    For       For        Management
      GOERDELER SA, ZURICH, AS GROUP AND PARENT
      COMPANY AUDITORS
5     ELECTION OF ZENSOR REVISIONS AG, ZUG, AS  For       For        Management
      SPECIAL AUDITORS
6     ELECTION TO THE BOARD OF DIRECTORS:       For       For        Management
      WERNER J. BAUER
7     ELECTION TO THE BOARD OF DIRECTORS:       For       For        Management
      FRANCISCO CASTANER
8     ELECTION TO THE BOARD OF DIRECTORS:       For       For        Management
      LODEWIJK J.R. DE VINK
9     ELECTION TO THE BOARD OF DIRECTORS:       For       For        Management
      GERHARD N. MAYR
10    APPROVAL OF SHARE CANCELLATION            For       For        Management


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ALLTEL CORP.

Ticker:       AT             Security ID:  020039103
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  APR 11, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Scott T. Ford              For       For        Management
1.2   Elect Director L.L Gellerstedt, III       For       For        Management
1.3   Elect Director Emon A. Mahony, Jr.        For       For        Management
1.4   Elect Director Ronald Townsend            For       For        Management
2     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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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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AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William F. Aldinger III    For       For        Management
2     Elect Director Gilbert F. Amelio          For       For        Management
3     Elect Director Reuben V. Anderson         For       For        Management
4     Elect Director James H. Blanchard         For       For        Management
5     Elect Director August A. Busch III        For       For        Management
6     Elect Director James P. Kelly             For       For        Management
7     Elect Director Charles F. Knight          For       For        Management
8     Elect Director Jon C. Madonna             For       For        Management
9     Elect Director Lynn M. Martin             For       For        Management
10    Elect Director John B. McCoy              For       For        Management
11    Elect Director Mary S. Metz               For       For        Management
12    Elect Director Toni Rembe                 For       For        Management
13    Elect Director Joyce M. Roche             For       For        Management
14    Elect Director Randall L. Stephenson      For       For        Management
15    Elect Director Laura D' Andrea Tyson      For       For        Management
16    Elect Director Patricia P. Upton          For       For        Management
17    Elect Director Edward E. Whitacre, Jr.    For       For        Management
18    Ratify Auditors                           For       For        Management
19    Compensation Specific-Severance Payments  For       For        Management
      to Executives
20    Report on Political Contributions         Against   Against    Shareholder
21    Amend Articles/Bylaws/Charter - Call      Against   For        Shareholder
      Special Meetings
22    Pay For Superior Performance              Against   Against    Shareholder
23    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
24    Establish SERP Policy                     Against   For        Shareholder


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AUTOMATIC DATA PROCESSING, INC.

Ticker:       ADP            Security ID:  053015103
Meeting Date: NOV 14, 2006   Meeting Type: Annual
Record Date:  SEP 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory D. Brenneman       For       For        Management
1.2   Elect Director Leslie A. Brun             For       For        Management
1.3   Elect Director Gary C. Butler             For       For        Management
1.4   Elect Director Leon G. Cooperman          For       For        Management
1.5   Elect Director R. Glenn Hubbard           For       For        Management
1.6   Elect Director John P. Jones              For       For        Management
1.7   Elect Director Ann Dibble Jordan          For       For        Management
1.8   Elect Director Frederic V. Malek          For       For        Management
1.9   Elect Director Henry Taub                 For       For        Management
1.10  Elect Director Arthur F. Weinbach         For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management


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BOEING CO., THE

Ticker:       BA             Security ID:  097023105
Meeting Date: APR 30, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director John H. Biggs              For       For        Management
2     Elect Director John E. Bryson             For       For        Management
3     Elect Director Arthur D. Collins, Jr.     For       For        Management
4     Elect Director Linda Z. Cook              For       For        Management
5     Elect Director William M. Daley           For       For        Management
6     Elect Director Kenneth M. Duberstein      For       For        Management
7     Elect Director John F. McDonnell          For       For        Management
8     Elect Director W. James McNerney, Jr.     For       For        Management
9     Elect Director Richard D. Nanula          For       For        Management
10    Elect Director Rozanne L. Ridgway         For       For        Management
11    Elect Director Mike S. Zafirovski         For       For        Management
12    Ratify Auditors                           For       For        Management
13    Report on Foreign Arms Sales              Against   Against    Shareholder
14    Adopt Human Rights Policy                 Against   Against    Shareholder
15    Report on Charitable Contributions        Against   Against    Shareholder
16    Report on Political Contributions         Against   Against    Shareholder
17    Separate Chairman and CEO Positions       Against   For        Shareholder
18    Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
19    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
20    Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
21    Claw-back of Payments under Restatements  Against   Against    Shareholder


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CAMERON INTERNATIONAL CORP

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael E. Patrick         For       For        Management
1.2   Elect Director Bruce W. Wilkinson         For       For        Management
2     Ratify Auditors                           For       For        Management


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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   For        Shareholder
      Equity Awards
4     Report on Pay Disparity                   Against   Against    Shareholder
5     Report on Internet Fragmentation          Against   Against    Shareholder


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CITIGROUP INC.

Ticker:       C              Security ID:  172967101
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director C. Michael Armstrong       For       For        Management
2     Elect Director Alain J.P. Belda           For       For        Management
3     Elect Director George David               For       For        Management
4     Elect Director Kenneth T. Derr            For       For        Management
5     Elect Director John M. Deutch             For       For        Management
6     Elect Director Roberto Hernandez Ramirez  For       For        Management
7     Elect Director Klaus Kleinfeld            For       For        Management
8     Elect Director Andrew N. Liveris          For       For        Management
9     Elect Director Anne Mulcahy               For       For        Management
10    Elect Director Richard D. Parsons         For       For        Management
11    Elect Director Charles Prince             For       For        Management
12    Elect Director Judith Rodin               For       For        Management
13    Elect Director Robert E. Rubin            For       For        Management
14    Elect Director Franklin A. Thomas         For       For        Management
15    Ratify Auditors                           For       For        Management
16    Report on Government Service of Employees Against   Against    Shareholder
17    Report on Political Contributions         Against   Against    Shareholder
18    Report on Charitable Contributions        Against   Against    Shareholder
19    Approve Report of the Compensation        Against   For        Shareholder
      Committee
20    Report on Pay Disparity                   Against   Against    Shareholder
21    Separate Chairman and CEO Positions       Against   For        Shareholder
22    Stock Retention/Holding Period            Against   Against    Shareholder
23    Restore or Provide for Cumulative Voting  Against   Against    Shareholder
24    Amend Bylaws to Permit Shareholders to    Against   For        Shareholder
      Call Special Meetings


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CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James E. Copeland, Jr.     For       For        Management
2     Elect Director Kenneth M. Duberstein      For       For        Management
3     Elect Director Ruth R. Harkin             For       For        Management
4     Elect Director William R. Rhodes          For       For        Management
5     Elect Director J. Stapleton Roy           For       For        Management
6     Elect Director William E. Wade, Jr.       For       For        Management
7     Ratify Auditors                           For       For        Management
8     Report on Political Contributions         Against   Against    Shareholder
9     Report on Renewable Energy Sources        Against   Against    Shareholder
10    Require Director Nominee Qualifications   Against   Against    Shareholder
11    Report on Environmental Damage from       Against   Against    Shareholder
      Drilling in the National Petroleum
      Reserve
12    Report on Indigenous Peoples Rights       Against   Against    Shareholder
      Policies
13    Report on Community Impact of Operations  Against   Against    Shareholder


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CVS CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAR 15, 2007   Meeting Type: Special
Record Date:  JAN 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles/Increase Common Stock and  For       For        Management
      Change Company Name
2     Issue Shares in Connection with an        For       For        Management
      Acquisition
3     Adjourn Meeting                           For       For        Management


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CVS/CAREMARK CORP

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edwin M. Banks             For       For        Management
2     Elect Director C. David Brown II          For       For        Management
3     Elect Director Edwin Mac Crawford         For       For        Management
4     Elect Director David W. Dorman            For       For        Management
5     Elect Director Kristen E. Gibney Williams For       For        Management
6     Elect Director Roger L. Headrick          For       Against    Management
7     Elect Director Marian L. Heard            For       For        Management
8     Elect Director William H. Joyce           For       For        Management
9     Elect Director Jean-Pierre Million        For       For        Management
10    Elect Director Terrence Murray            For       For        Management
11    Elect Director C.A. Lance Piccolo         For       For        Management
12    Elect Director Sheli Z. Rosenberg         For       For        Management
13    Elect Director Thomas M. Ryan             For       For        Management
14    Elect Director Richard J. Swift           For       For        Management
15    Ratify Auditors                           For       For        Management
16    Approve Qualified Employee Stock Purchase For       For        Management
      Plan
17    Approve Executive Incentive Bonus Plan    For       For        Management
18    Limit Executive Compensation              Against   Against    Shareholder
19    Separate Chairman and CEO Positions       Against   For        Shareholder
20    Prepare Sustainability Report             Against   Against    Shareholder
21    Disclose Information on Compensation      Against   For        Shareholder
      Consultant
22    Compensation Specific- Policy on Stock    Against   Against    Shareholder
      Option Grants/Option Backdating


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CVS/CAREMARK CORP

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  APR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Compensation Specific- Policy on Stock    For       Did Not    Management
      Option Grants/Option Backdating                     Vote


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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:       DEO            Security ID:  25243Q205
Meeting Date: OCT 17, 2006   Meeting Type: Annual
Record Date:  AUG 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     REPORTS AND ACCOUNTS 2006                 For       For        Management
2     DIRECTORS  REMUNERATION REPORT 2006       For       For        Management
3     DECLARATION OF FINAL DIVIDEND             For       For        Management
4     RE-ELECTION OF LORD HOLLICK OF NOTTING    For       For        Management
      HILL (MEMBER OF AUDIT, NOMINATION,
      REMUNERATION COMMITTEE AND CHAIRMAN OF
      BOARD)
5     RE-ELECTION OF MR HT STITZER (MEMBER OF   For       For        Management
      AUDIT, NOMINATION, AND REMUNERATION
      COMMITTEE)
6     RE-ELECTION OF MR PS WALSH (MEMBER OF     For       For        Management
      EXECUTIVE COMMITTEE AND CHAIRMAN OF
      BOARD)
7     ELECTION OF MS LM DANON (MEMBER OF AUDIT, For       For        Management
      NOMINATION, AND REMUNERATION COMMITTEE)
8     Ratify Auditors                           For       For        Management
9     AUTHORITY TO ALLOT RELEVANT SECURITIES    For       For        Management
10    DISAPPLICATION OF PRE-EMPTION RIGHTS      For       For        Management
11    AUTHORITY TO PURCHASE OWN ORDINARY SHARES For       For        Management
12    AUTHORITY TO MAKE EU POLITICAL            For       For        Management
      DONATIONS/EXPENDITURE
13    ADOPTION OF DIAGEO PLC 2006 IRISH PROFIT  For       For        Management
      SHARING SCHEME
14    AMENDMENTS TO DIAGEO EXECUTIVE SHARE      For       For        Management
      OPTION PLAN


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EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: JUN 14, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Philippe Bourguignon       For       For        Management
1.2   Elect Director Thomas J. Tierney          For       For        Management
1.3   Elect Director Margaret C. Whitman        For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Ratify Auditors                           For       For        Management


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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       For        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   For        Shareholder
      of Directors
8     Company Specific-Adopt Simple Majority    Against   For        Shareholder
      Vote
9     Pay For Superior Performance              Against   Against    Shareholder


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

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       Against    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   For        Shareholder
6     Initiate Payment of Cash Dividend         Against   Against    Shareholder
7     Advisory Vote to Ratify Named Executive   Against   For        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   For        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


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

FISHER SCIENTIFIC INTERNATIONAL INC.

Ticker:       FSH            Security ID:  338032204
Meeting Date: AUG 30, 2006   Meeting Type: Special
Record Date:  JUL 24, 2006

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


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

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


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

GENERAL ELECTRIC CO.

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James I. Cash, Jr.         For       For        Management
1.2   Elect Director William M. Castell         For       For        Management
1.3   Elect Director Ann M. Fudge               For       For        Management
1.4   Elect Director Claudio X. Gonzalez        For       Withhold   Management
1.5   Elect Director Susan Hockfield            For       For        Management
1.6   Elect Director Jerry R. Immelt            For       For        Management
1.7   Elect Director Andrea Jung                For       For        Management
1.8   Elect Director Alan G. Lafley             For       For        Management
1.9   Elect Director Robert W. Lane             For       For        Management
1.10  Elect Director Ralph S. Larsen            For       For        Management
1.11  Elect Director Rochelle B. Lazarus        For       For        Management
1.12  Elect Director Sam Nunn                   For       For        Management
1.13  Elect Director Roger S. Penske            For       For        Management
1.14  Elect Director Robert J. Swieringa        For       For        Management
1.15  Elect Director Douglas A. Warner III      For       For        Management
1.16  Elect Director Robert C. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Majority Vote Standard in Director  For       For        Management
      Elections
4     Approve Omnibus Stock Plan                For       For        Management
5     Company-Specific-Approve Material Terms   For       For        Management
      of Senior Officer Performance Goals
6     Provide for Cumulative Voting             Against   Against    Shareholder
7     Company-Specific -- Adopt Policy on       Against   For        Shareholder
      Overboarded Directors
8     Company-Specific -- One Director from the Against   Against    Shareholder
      Ranks of Retirees
9     Separate Chairman and CEO Positions       Against   For        Shareholder
10    Limit Dividend and Dividend Equivalent    Against   For        Shareholder
      Payments to Executives
11    Report on Charitable Contributions        Against   Against    Shareholder
12    Report on Global Warming                  Against   Against    Shareholder
13    Adopt Ethical Criteria for Military       Against   Against    Shareholder
      Contracts
14    Report on Pay Disparity                   Against   Against    Shareholder


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

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


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

GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 22, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric Schmidt               For       For        Management
1.2   Elect Director Sergey Brin                For       For        Management
1.3   Elect Director Larry Page                 For       For        Management
1.4   Elect Director L. John Doerr              For       For        Management
1.5   Elect Director John L. Hennessy           For       For        Management
1.6   Elect Director Arthur D. Levinson         For       For        Management
1.7   Elect Director Ann Mather                 For       For        Management
1.8   Elect Director Paul S. Otellini           For       For        Management
1.9   Elect Director K. Ram Shriram             For       For        Management
1.10  Elect Director Shirley M. Tilghman        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Adopt Policies to Protect Freedom of      Against   Against    Shareholder
      Access to the Internet


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

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       For        Management
14    Approve Executive Incentive Bonus Plan    For       For        Management
15    Limit Executive Compensation              Against   Against    Shareholder


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

INTERNATIONAL PAPER CO.

Ticker:       IP             Security ID:  460146103
Meeting Date: MAY 7, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Directors David J. Bronczek         For       For        Management
1.2   Elect Directors Martha F. Brooks          For       For        Management
1.3   Elect Directors Lynn Laverty Elsenhans    For       For        Management
1.4   Elect Directors John L. Townsend, III     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  For       For        Shareholder
      of Directors


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

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   For        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   For        Shareholder
      Equity Awards
5     Advisory Vote to Ratify Named Executive   Against   For        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   For        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


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

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       For        Management
4     Ratify Auditors                           For       For        Management


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

LINCOLN NATIONAL CORP.

Ticker:       LNC            Security ID:  534187109
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William J. Avery           For       For        Management
1.2   Elect Director William H. Cunningham      For       For        Management
1.3   Elect Director William Porter Payne       For       For        Management
1.4   Elect Director Patrick S. Pittard         For       For        Management
1.5   Elect Director Jill S. Ruckelshaus        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Non-Employee Director Stock       For       Against    Management
      Option Plan


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

MARATHON OIL CORP

Ticker:       MRO            Security ID:  565849106
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Charles F. Bolden, Jr.     For       For        Management
2     Elect Director Charles R. Lee             For       For        Management
3     Elect Director Dennis H. Reilley          For       For        Management
4     Elect Director John W. Snow               For       For        Management
5     Elect Director Thomas J. Usher            For       For        Management
6     Ratify Auditors                           For       For        Management
7     Approve Omnibus Stock Plan                For       For        Management
8     Reduce Supermajority Vote Requirement     For       For        Management
9     Increase Authorized Common Stock          For       For        Management


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

MCGRAW-HILL COMPANIES, INC., THE

Ticker:       MHP            Security ID:  580645109
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Pedro Aspe                 For       For        Management
1.2   Elect Director Robert P. Mcgraw           For       For        Management
1.3   Elect Director H. Ochoa-Brillembourg      For       For        Management
1.4   Elect Director Edward B. Rust, Jr.        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
5     Political Contributions/Activities        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       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

MELLON FINANCIAL CORP.

Ticker:       MEL            Security ID:  58551A108
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jared L. Cohon             For       For        Management
1.2   Elect Director Ira J. Gumberg             For       For        Management
1.3   Elect Director Robert P. Kelly            For       For        Management
1.4   Elect Director David S. Shapira           For       For        Management
1.5   Elect Director John P. Surma              For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       Against    Management


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

MELLON FINANCIAL CORP.

Ticker:       MEL            Security ID:  58551A108
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


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

MERRILL LYNCH & CO., INC.

Ticker:       MER            Security ID:  590188108
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John D. Finnegan           For       For        Management
1.2   Elect Director Joseph W. Prueher          For       For        Management
1.3   Elect Director Ann N. Reese               For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
5     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards


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

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


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

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


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

NORTHROP GRUMMAN CORP.

Ticker:       NOC            Security ID:  666807102
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lewis W. Coleman           For       For        Management
2     Elect Director Victor H. Fazio            For       For        Management
3     Elect Director Donald E. Felsinger        For       For        Management
4     Elect Director Stephen E. Frank           For       For        Management
5     Elect Director Charles R. Larson          For       For        Management
6     Elect Director Richard B. Myers           For       For        Management
7     Elect Director Philip A. Odeen            For       For        Management
8     Elect Director Aulana L. Peters           For       For        Management
9     Elect Director Kevin W. Sharer            For       For        Management
10    Elect Director Ronald D. Sugar            For       For        Management
11    Ratify Auditors                           For       For        Management
12    Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
13    Report on Foreign Arms Sales              Against   Against    Shareholder
14    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
15    Separate Chairman and CEO Positions       Against   For        Shareholder


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

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       Withhold   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       For        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


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis A. Ausiello         For       For        Management
1.2   Elect Director Michael S. Brown           For       For        Management
1.3   Elect Director M. Anthony Burns           For       For        Management
1.4   Elect Director Robert N. Burt             For       For        Management
1.5   Elect Director W. Don Cornwell            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Constance J. Horner        For       For        Management
1.8   Elect Director William R. Howell          For       For        Management
1.9   Elect Director Jeffrey B. Kindler         For       For        Management
1.10  Elect Director George A. Lorch            For       For        Management
1.11  Elect Director Dana G. Mead               For       For        Management
1.12  Elect Director William C. Steere, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   Against    Shareholder
4     Report on Animal Testing Policies         Against   Against    Shareholder
5     Amend Animal Welfare Policy               Against   Against    Shareholder
6     Require Director Nominee Qualifications   Against   Against    Shareholder


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

PITNEY BOWES INC.

Ticker:       PBI            Security ID:  724479100
Meeting Date: MAY 14, 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 Ernie Green                For       For        Management
1.3   Elect Director John S. McFarlane          For       For        Management
1.4   Elect Director Eduardo R. Menasce         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Require Majority Vote to Elect Directors  For       For        Management
      in an Uncontested Election


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

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


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

PROGRESSIVE CORP., THE

Ticker:       PGR            Security ID:  743315103
Meeting Date: APR 20, 2007   Meeting Type: Annual
Record Date:  FEB 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Abby F. Kohnstamm          For       For        Management
1.2   Elect Director Peter B. Lewis             For       For        Management
1.3   Elect Director Patrick H. Nettles         For       For        Management
1.4   Elect Director Glenn M. Renwick           For       For        Management
1.5   Elect Director Donald B. Shackelford      For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Ratify Auditors                           For       For        Management


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

PRUDENTIAL FINANCIAL INC

Ticker:       PRU            Security ID:  744320102
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Frederic K. Becker         For       For        Management
1.2   Elect Director Gordon M. Bethune          For       For        Management
1.3   Elect Director Gaston Caperton            For       For        Management
1.4   Elect Director Gilbert F. Casellas        For       For        Management
1.5   Elect Director James G. Cullen            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Jon F. Hanson              For       For        Management
1.8   Elect Director Constance J. Horner        For       For        Management
1.9   Elect Director Karl J. Krapek             For       For        Management
1.10  Elect Director Christine A. Poon          For       For        Management
1.11  Elect Director Arthur F. Ryan             For       For        Management
1.12  Elect Director James A. Unruh             For       For        Management
2     Ratify Auditors                           For       For        Management


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

SCHLUMBERGER LTD.

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 11, 2007   Meeting Type: Annual
Record Date:  FEB 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director P. Camus                   For       For        Management
1.2   Elect Director J.S. Gorelick              For       For        Management
1.3   Elect Director A. Gould                   For       For        Management
1.4   Elect Director T. Isaac                   For       For        Management
1.5   Elect Director N. Kudryavtsev             For       For        Management
1.6   Elect Director A. Lajous                  For       For        Management
1.7   Elect Director M.E. Marks                 For       For        Management
1.8   Elect Director D. Primat                  For       For        Management
1.9   Elect Director L.R. Reif                  For       For        Management
1.10  Elect Director T.I. Sandvold              For       For        Management
1.11  Elect Director N. Seydoux                 For       For        Management
1.12  Elect Director L.G. Stuntz                For       For        Management
1.13  Elect Director R. Talwar                  For       For        Management
2     ADOPTION AND APPROVAL OF FINANCIALS AND   For       For        Management
      DIVIDENDS.
3     APPROVAL OF INDEPENDENT REGISTERED PUBLIC For       For        Management
      ACCOUNTING FIRM.


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

SEARS HOLDINGS CORP

Ticker:       SHLD           Security ID:  812350106
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 7, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William C. Crowley         For       For        Management
1.2   Elect Director Edward S. Lampert          For       For        Management
1.3   Elect Director Aylwin B. Lewis            For       For        Management
1.4   Elect Director Steven T. Mnuchin          For       For        Management
1.5   Elect Director Richard C. Perry           For       For        Management
1.6   Elect Director Ann N. Reese               For       For        Management
1.7   Elect Director Emily Scott                For       For        Management
1.8   Elect Director Thomas J. Tisch            For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     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       Withhold   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


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

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

Ticker:       HOT            Security ID:  85590A401
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Bruce W. Duncan            For       For        Management
1.2   Elect Director Adam Aron                  For       For        Management
1.3   Elect Director Charlene Barshefsky        For       For        Management
1.4   Elect Director Jean-Marc Chapus           For       Withhold   Management
1.5   Elect Director Lizanne Galbreath          For       For        Management
1.6   Elect Director Eric Hippeau               For       For        Management
1.7   Elect Director Stephen R. Quazzo          For       For        Management
1.8   Elect Director Thomas O. Ryder            For       For        Management
1.9   Elect Director Kneeland C. Youngblood     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend and Restatement of Charter          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


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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Marijn E. Dekkers          For       For        Management
2     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
3     Ratify Auditors                           For       For        Management


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

TIME WARNER INC

Ticker:       TWX            Security ID:  887317105
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James L. Barksdale         For       For        Management
1.2   Elect Director Jeffrey L. Bewkes          For       For        Management
1.3   Elect Director Stephen F. Bollenbach      For       For        Management
1.4   Elect Director Frank J. Caufield          For       For        Management
1.5   Elect Director Robert C. Clark            For       For        Management
1.6   Elect Director Mathias Dopfner            For       For        Management
1.7   Elect Director Jessica P. Einhorn         For       For        Management
1.8   Elect Director Reuben Mark                For       For        Management
1.9   Elect Director Michael A. Miles           For       For        Management
1.10  Elect Director Kenneth J. Novack          For       For        Management
1.11  Elect Director Richard D. Parsons         For       For        Management
1.12  Elect Director Francis T. Vincent, Jr.    For       For        Management
1.13  Elect Director Deborah C. Wright          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers'Compensation
5     Separate Chairman and CEO Positions       Against   For        Shareholder
6     Company Specific- Adopt Simple Majority   Against   Against    Shareholder
      Vote
7     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
8     Company-Specific- Stockholder             Against   Against    Shareholder
      Ratification of Director Compensation,
      When a Stockholder Rights Plan Has Been
      Adopted


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

UBS AG

Ticker:       UBSN           Security ID:  H89231338
Meeting Date: APR 18, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ANNUAL REPORT, GROUP AND PARENT COMPANY   For       For        Management
      ACCOUNTS FOR FINANCIAL YEAR 2006, REPORTS
      OF THE GROUP AND STATUTORY AUDITORS
2     APPROPRIATION OF RETAINED EARNINGS        For       For        Management
      DIVIDEND FOR FINANCIAL YEAR 2006
3     DISCHARGE OF THE MEMBERS OF THE BOARD OF  For       For        Management
      DIRECTORS AND THE GROUP EXECUTIVE BOARD
4     RE-ELECTION OF BOARD MEMBER: STEPHAN      For       For        Management
      HAERINGER
5     RE-ELECTION OF BOARD MEMBER: HELMUT PANKE For       For        Management
6     RE-ELECTION OF BOARD MEMBER: PETER        For       For        Management
      SPUHLER
7     ELECTION OF NEW BOARD MEMBER: SERGIO      For       For        Management
      MARCHIONNE
8     ELECTION OF THE GROUP AND STATUTORY       For       For        Management
      AUDITORS
9     CAPITAL REDUCTION: CANCELLATION OF SHARES For       For        Management
      REPURCHASED UNDER THE 2006/2007 SHARE
      BUYBACK PROGRAM AND RESPECTIVE AMENDMENT
      OF ARTICLE 4 PARA 1 OF THE ARTICLES OF
      ASSOCIATION
10    CAPITAL REDUCTION: APPROVAL OF A NEW      For       For        Management
      SHARE BUYBACK PROGRAM FOR 2007-2010
11    IN CASE OF AD-HOC SHAREHOLDERS  MOTIONS   For       Against    Management
      DURING THE ANNUAL GENERAL MEETING, I/WE
      AUTHORIZE MY/OUR PROXY TO ACT IN
      ACCORDANCE WITH THE BOARD OF DIRECTORS


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

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


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: MAY 29, 2007   Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William C. Ballard, Jr.    For       For        Management
1.2   Elect Director Richard T. Burke           For       For        Management
1.3   Elect Director Stephen J. Hemsley         For       For        Management
1.4   Elect Director Robert J. Darretta         For       For        Management
2     Company Specific--Majority Vote for the   For       For        Management
      Election of Directors
3     Declassify the Board of Directors         For       For        Management
4     Reduce Supermajority Vote Requirement for For       For        Management
      Removal of Directors
5     Reduce Supermajority Vote Requirement     For       For        Management
6     Amend Articles-Make Stylistic, Clarifying For       For        Management
      and Conforming Changes
7     Ratify Auditors                           For       For        Management
8     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
9     Establish SERP Policy                     Against   For        Shareholder
10    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
11    Equal Access to the Proxy for Purpose of  Against   Against    Shareholder
      Electing a Director


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

VF CORP.

Ticker:       VFC            Security ID:  918204108
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward E. Crutchfield      For       For        Management
1.2   Elect Director George Fellows             For       For        Management
1.3   Elect Director Daniel R. Hesse            For       For        Management
1.4   Elect Director Clarence Otis, Jr.         For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ernest S. Rady             For       For        Management
1.2   Elect Director Jerry Gitt                 For       For        Management
1.3   Elect Director John T. Casteen, III       For       For        Management
1.4   Elect Director Maryellen C. Herringer     For       For        Management
1.5   Elect Director Joseph Neubauer            For       For        Management
1.6   Elect Director Timothy D. Proctor         For       For        Management
1.7   Elect Director Van L. Richey              For       For        Management
1.8   Elect Director Dona Davis Young           For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Company Specific--Provide for Majority    For       For        Management
      Voting
4     Ratify Auditors                           For       For        Management
5     Approve Report of the Compensation        Against   For        Shareholder
      Committee
6     Require Director Nominee Qualifications   Against   Against    Shareholder
7     Report on Political Contributions         Against   Against    Shareholder
8     Separate Chairman and CEO Positions       Against   Against    Shareholder


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

WEATHERFORD INTERNATIONAL LTD

Ticker:       WFT            Security ID:  G95089101
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     ELECTION AS DIRECTOR: NICHOLAS F. BRADY   For       For        Management
2     ELECTION AS DIRECTOR: WILLIAM E. MACAULAY For       For        Management
3     ELECTION AS DIRECTOR: DAVID J. BUTTERS    For       For        Management
4     ELECTION AS DIRECTOR: ROBERT B. MILLARD   For       For        Management
5     ELECTION AS DIRECTOR: BERNARD J.          For       For        Management
      DUROC-DANNER
6     ELECTION AS DIRECTOR: ROBERT K. MOSES,    For       For        Management
      JR.
7     ELECTION AS DIRECTOR: SHELDON B. LUBAR    For       For        Management
8     ELECTION AS DIRECTOR: ROBERT A. RAYNE     For       Against    Management
9     Ratify Auditors                           For       For        Management


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

WESTERN UNION CO

Ticker:       WU             Security ID:  959802109
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dinyar S. Devitre          For       For        Management
1.2   Elect Director Betsy D. Holden            For       For        Management
1.3   Elect Director Christina A. Gold          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

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   Abstain    Shareholder
      No Vote Required
23    Separate Chairman and CEO Positions       Against   For        Shareholder
24    Advisory Vote to Ratify Named Executive   Against   For        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       For        Management
4     Ratify Auditors                           For       For        Management


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

XL CAPITAL LTD

Ticker:       XL             Security ID:  G98255105
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Joseph Mauriello          For       For        Management
1.2   Elect  Director Eugene M. Mcquade         For       For        Management
1.3   Elect  Director Robert S. Parker          For       For        Management
1.4   Elect  Director Alan Z. Senter            For       For        Management
2     TO RATIFY THE APPOINTMENT OF              For       For        Management
      PRICEWATERHOUSECOOPERS LLP, NEW YORK, NEW
      YORK TO ACT AS THE INDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR
      THE FISCAL YEAR ENDING DECEMBER 31, 2007.


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

XTO ENERGY INC

Ticker:       XTO            Security ID:  98385X106
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 30, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Lane G. Collins            For       For        Management
2     Elect Director Scott G. Sherman           For       For        Management
3     Elect Director Bob R. Simpson             For       For        Management
4     Ratify Auditors                           For       For        Management


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

YAHOO!, INC.

Ticker:       YHOO           Security ID:  984332106
Meeting Date: JUN 12, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Terry S. Semel             For       For        Management
2     Elect Director Jerry Yang                 For       For        Management
3     Elect Director Roy J. Bostock             For       Against    Management
4     Elect Director Ronald W. Burkle           For       Against    Management
5     Elect Director Eric Hippeau               For       For        Management
6     Elect Director Vyomesh Joshi              For       For        Management
7     Elect Director Arthur H. Kern             For       Against    Management
8     Elect Director Robert A. Kotick           For       For        Management
9     Elect Director Edward R. Kozel            For       For        Management
10    Elect Director Gary L. Wilson             For       For        Management
11    Amend Omnibus Stock Plan                  For       For        Management
12    Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
13    Ratify Auditors                           For       For        Management
14    Pay For Superior Performance              Against   Against    Shareholder
15    Adopt Policies to Protect Freedom of      Against   Against    Shareholder
      Access to the Internet
16    Amend Bylaws to Establish a Board         Against   Against    Shareholder
      Committee on Human Rights
========== END NPX REPORT


                                   SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

(Registrant): Morgan Stanley Dividend Growth Securities Inc.
              ----------------------------------------------

By (Signature and Title):


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

Date August 28, 2007


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