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 811-5415
                                  ----------------------------------------------

                          Morgan Stanley Utilities Fund
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               (Exact name of registrant as specified in charter)

1221 Avenue of the Americas, New York, New York                          10020
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    (Address of principal executive offices)                          (Zip code)

                               Amy Doberman, Esq.

                                Managing Director

                     Morgan Stanley Investment Advisors Inc.

                           1221 Avenue of the Americas

                            New York, New York 10020
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                     (Name and address of agent for service)

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

Date of fiscal year end: 12/31
                        ------------------------

Date of reporting period: 7/1/05 - 6/30/06
                         -----------------------




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

ICA File Number: 811-05415
Reporting Period: 07/01/2005 - 06/30/2006
Morgan Stanley Utilities Fund









======================== MORGAN STANLEY UTILITIES FUND =========================


AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard Darman             For       For        Management
1.2   Elect Director Paul Hanrahan              For       For        Management
1.3   Elect Director Kristina M. Johnson        For       For        Management
1.4   Elect Director John A. Koskinen           For       For        Management
1.5   Elect Director Philip Lader               For       For        Management
1.6   Elect Director John H. McArthur           For       For        Management
1.7   Elect Director Sandra O. Moose            For       For        Management
1.8   Elect Director Philip A. Odeen            For       For        Management
1.9   Elect Director Charles O. Rossotti        For       For        Management
1.10  Elect Director Sven Sandstrom             For       For        Management
2     Ratify Auditor                            For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management


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AGL RESOURCES INC.

Ticker:       ATG            Security ID:  001204106
Meeting Date: MAY 3, 2006    Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles R. Crisp           For       For        Management
1.2   Elect Director Wyck A. Knox, Jr.          For       For        Management
1.3   Elect Director Dennis M. Love             For       For        Management
1.4   Elect Director Dean R. O'Hare             For       For        Management
1.5   Elect Director John W. Somerhalder, II    For       For        Management
1.6   Elect Director Henry C. Wolf              For       For        Management
2     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
3     Ratify Auditors                           For       For        Management


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ALLEGHENY ENERGY, INC.

Ticker:       AYE            Security ID:  017361106
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 16, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director H. Furlong Baldwin         For       For        Management
1.2   Elect Director Eleanor Baum               For       For        Management
1.3   Elect Director Paul J. Evanson            For       For        Management
1.4   Elect Director Cyrus F. Freidheim, Jr.    For       For        Management
1.5   Elect Director Julia L. Johnson           For       For        Management
1.6   Elect Director Ted J. Kleisner            For       For        Management
1.7   Elect Director Steven H. Rice             For       For        Management
1.8   Elect Director Gunnar E. Sarsten          For       For        Management
1.9   Elect Director Michael H. Sutton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Stock Retention                           Against   Against    Shareholder
4     Separate Chairman and CEO Positions       Against   Against    Shareholder
5     Require Director Nominee Qualifications   Against   Against    Shareholder
6     Performance-Based/Indexed Options         Against   For        Shareholder
7     Eliminate or Restrict Severance           Against   For        Shareholder
      Agreements (Change-in-Control)
8     Claw-back of Payments under Restatements  Against   For        Shareholder
9     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote


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ALLTEL CORP.

Ticker:       AT             Security ID:  020039103
Meeting Date: APR 20, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Crown           For       For        Management
1.2   Elect Director Joe T. Ford                For       For        Management
1.3   Elect Director John P. McConnell          For       For        Management
1.4   Elect Director Josie C. Natori            For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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AMEREN CORPORATION

Ticker:       AEE            Security ID:  023608102
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Susan S. Elliott           For       For        Management
1.2   Elect Director Gayle P.W. Jackson         For       For        Management
1.3   Elect Director James C. Johnson           For       For        Management
1.4   Elect Director Richard A. Liddy           For       For        Management
1.5   Elect Director Gordon R. Lohman           For       For        Management
1.6   Elect Director Richard A. Lumpkin         For       For        Management
1.7   Elect Director Charles W. Mueller         For       For        Management
1.8   Elect Director Douglas R. Oberhelman      For       For        Management
1.9   Elect Director Gary L. Rainwater          For       For        Management
1.10  Elect Director Harvey Saligman            For       For        Management
1.11  Elect Director Patrick T. Stokes          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management
4     Report on Extending the Operating License Against   Against    Shareholder
      at the Callaway Nuclear Power Facility


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AMERICAN ELECTRIC POWER CO.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 2, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E.R. Brooks                For       For        Management
1.2   Elect Director D.M. Carlton               For       For        Management
1.3   Elect Director R.D. Crosby, Jr.           For       For        Management
1.4   Elect Director J.P. Desbarres             For       For        Management
1.5   Elect Director R.W. Fri                   For       For        Management
1.6   Elect Director L.A. Goodspeed             For       For        Management
1.7   Elect Director W.R. Howell                For       For        Management
1.8   Elect Director L.A. Hudson                For       For        Management
1.9   Elect Director M.G. Morris                For       For        Management
1.10  Elect Director L.L. Nowell III            For       For        Management
1.11  Elect Director R.L. Sandor                For       For        Management
1.12  Elect Director D.G. Smith                 For       For        Management
1.13  Elect Director K.D. Sullivan              For       For        Management
2     Ratify Auditors                           For       For        Management


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ANADARKO PETROLEUM CORP.

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Allison, Jr.     For       For        Management
1.2   Elect Director John W. Poduska, Sr.       For       For        Management
2     Increase Authorized Common Stock          For       Against    Management
3     Ratify Auditors                           For       For        Management


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AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Aldinger, III   For       For        Management
1.2   Elect Director Gilbert F. Amelio          For       For        Management
1.3   Elect Director August A. Busch, III       For       Withhold   Management
1.4   Elect Director Martin K. Eby, Jr.         For       For        Management
1.5   Elect Director James A. Henderson         For       For        Management
1.6   Elect Director Charles F. Knight          For       For        Management
1.7   Elect Director Jon C. Madonna             For       For        Management
1.8   Elect Director Lynn M. Martin             For       For        Management
1.9   Elect Director John B. McCoy              For       For        Management
1.10  Elect Director Mary S. Metz               For       For        Management
1.11  Elect Director Toni Rembe                 For       For        Management
1.12  Elect Director S. Donley Ritchey          For       For        Management
1.13  Elect Director Joyce M. Roche             For       Withhold   Management
1.14  Elect Director Randall L. Stephenson      For       For        Management
1.15  Elect Director Laura D'Andrea Tyson       For       For        Management
1.16  Elect Director Patricia P. Upton          For       For        Management
1.17  Elect Director Edward E. Whitacre, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Report on Political Contributions         Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Report on Pay Disparity                   Against   Against    Shareholder
8     Non-Employee Director Compensation        Against   Against    Shareholder
9     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
10    Adopt Simple Majority Vote Requirement    Against   For        Shareholder


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BELLSOUTH CORP.

Ticker:       BLS            Security ID:  079860102
Meeting Date: APR 24, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director F. D. Ackerman             For       For        Management
1.2   Elect Director R. V. Anderson             For       For        Management
1.3   Elect Director J. H. Blanchard            For       For        Management
1.4   Elect Director J. H. Brown                For       For        Management
1.5   Elect Director A. M. Codina               For       For        Management
1.6   Elect Director M. L. Feidler              For       For        Management
1.7   Elect Director K. F. Feldstein            For       For        Management
1.8   Elect Director J. P. Kelly                For       For        Management
1.9   Elect Director L. F. Mullin               For       For        Management
1.10  Elect Director R. B. Smith                For       For        Management
1.11  Elect Director W. S. Stavropoulos         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Political Contributions/Activities        Against   Against    Shareholder


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CENTURYTEL, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Fred R. Nichols            For       For        Management
1.2   Elect Director Harvey P. Perry            For       For        Management
1.3   Elect Director Jim D. Reppond             For       For        Management
1.4   Elect Director Joseph R. Zimmel           For       For        Management
2     Ratify Auditors                           For       For        Management


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CMS ENERGY CORP.

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 19, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Merribel S. Ayres          For       For        Management
1.2   Elect Director Jon E. Barfield            For       For        Management
1.3   Elect Director Richard M. Gabrys          For       For        Management
1.4   Elect Director David W. Joos              For       For        Management
1.5   Elect Director Philip R. Lochner, Jr.     For       For        Management
1.6   Elect Director Michael T. Monahan         For       For        Management
1.7   Elect Director Joseph F. Paquette, Jr.    For       For        Management
1.8   Elect Director Percy A. Pierre            For       For        Management
1.9   Elect Director Kenneth L. Way             For       For        Management
1.10  Elect Director Kenneth Whipple            For       For        Management
1.11  Elect Director John B. Yasinsky           For       For        Management
2     Ratify Auditors                           For       For        Management


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CONSOLIDATED EDISON, INC.

Ticker:       ED             Security ID:  209115104
Meeting Date: MAY 15, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kevin Burke                For       For        Management
1.2   Elect Director Vincent A. Calarco         For       For        Management
1.3   Elect Director George Campbell, Jr.       For       For        Management
1.4   Elect Director Gordon J. Davis            For       For        Management
1.5   Elect Director Michael J. Del Giudice     For       For        Management
1.6   Elect Director Ellen V. Futter            For       For        Management
1.7   Elect Director Sally Hernandez            For       For        Management
1.8   Elect Director Peter W. Likins            For       For        Management
1.9   Elect Director Eugene R. McGrath          For       For        Management
1.10  Elect Director Frederick V. Salerno       For       For        Management
1.11  Elect Director L. Frederick Sutherland    For       For        Management
1.12  Elect Director Stephen R. Volk            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation


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CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  228227104
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ari Q. Fitzgerald          For       Withhold   Management
1.2   Elect Director John P. Kelly              For       For        Management
1.3   Elect Director Robert E. Garrison, II     For       For        Management
2     Ratify Auditors                           For       For        Management


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DISTRIBUTED ENERGY SYSTEMS CORP.

Ticker:       DESC           Security ID:  25475V104
Meeting Date: JUN 6, 2006    Meeting Type: Annual
Record Date:  APR 12, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Walter W. Schroeder        For       For        Management
1.2   Elect Director Robert W. Shaw, Jr.        For       For        Management
2     Ratify Auditors                           For       For        Management


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DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter W. Brown             For       For        Management
1.2   Elect Director Ronald J. Calise           For       For        Management
1.3   Elect Director Thos. E. Capps             For       For        Management
1.4   Elect Director George A. Davidson, Jr.    For       For        Management
1.5   Elect Director Thomas F. Farrell, II      For       For        Management
1.6   Elect Director John W. Harris             For       For        Management
1.7   Elect Director Robert S. Jepson, Jr.      For       For        Management
1.8   Elect Director Mark J. Kington            For       For        Management
1.9   Elect Director Benjamin J. Lambert, III   For       For        Management
1.10  Elect Director Richard L. Leatherwood     For       For        Management
1.11  Elect Director Margaret A. McKenna        For       For        Management
1.12  Elect Director Frank S. Royal, M.D.       For       For        Management
1.13  Elect Director S. Dallas Simmons          For       For        Management
1.14  Elect Director David A. Wollard           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Report on Greenhouse Gas Emissions        Against   Against    Shareholder
5     Submit Supplemental Executive Retirement  Against   Against    Shareholder
      Plans to Shareholder vote


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DPL INC.

Ticker:       DPL            Security ID:  233293109
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul R. Bishop             For       For        Management
1.2   Elect Director Ernie Green                For       For        Management
1.3   Elect Director Lester L. Lyles            For       Withhold   Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  264399106
Meeting Date: MAR 10, 2006   Meeting Type: Special
Record Date:  JAN 17, 2006

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


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EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Bryson             For       For        Management
1.2   Elect Director France A. Cordova          For       For        Management
1.3   Elect Director Charles B. Curtis          For       For        Management
1.4   Elect Director Bradford M. Freeman        For       For        Management
1.5   Elect Director Bruce Karatz               For       For        Management
1.6   Elect Director Luis G. Nogales            For       For        Management
1.7   Elect Director Ronald L. Olson            For       For        Management
1.8   Elect Director James M. Rosser            For       For        Management
1.9   Elect Director Richard T. Schlosberg, III For       For        Management
1.10  Elect Director Robert H. Smith            For       For        Management
1.11  Elect Director Thomas C. Sutton           For       For        Management
2     Amend Articles To Eliminate Fair Price    For       For        Management
      Provision
3     Adopt Simple Majority Vote Requirement    Against   Against    Shareholder


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EL PASO CORP

Ticker:       EP             Security ID:  28336L109
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Juan Carlos Braniff        For       For        Management
1.2   Elect Director James L. Dunlap            For       For        Management
1.3   Elect Director Douglas L. Foshee          For       For        Management
1.4   Elect Director Robert W. Goldman          For       For        Management
1.5   Elect Director Anthony W. Hall, Jr.       For       For        Management
1.6   Elect Director Thomas R. Hix              For       For        Management
1.7   Elect Director William H. Joyce           For       For        Management
1.8   Elect Director Ronald L. Kuehn, Jr.       For       For        Management
1.9   Elect Director Ferrell P. McClean         For       For        Management
1.10  Elect Director J. Michael Talbert         For       For        Management
1.11  Elect Director Robert F. Vagt             For       For        Management
1.12  Elect Director John L. Whitmire           For       For        Management
1.13  Elect Director Joe B. Wyatt               For       For        Management
2     Provide for Cumulative Voting             Against   Against    Shareholder
3     Increase Disclosure of Executive          Against   For        Shareholder
      Compensation


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ENTERGY CORP.

Ticker:       ETR            Security ID:  29364G103
Meeting Date: MAY 12, 2006   Meeting Type: Annual
Record Date:  MAR 14, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Maureen Scannell Bateman   For       For        Management
1.2   Elect Director W. Frank Blount            For       For        Management
1.3   Elect Director Simon D. Debree            For       For        Management
1.4   Elect Director Gary W. Edwards            For       For        Management
1.5   Elect Director Alexis Herman              For       For        Management
1.6   Elect Director Donald C. Hintz            For       For        Management
1.7   Elect Director J. Wayne Leonard           For       For        Management
1.8   Elect Director Stuart L. Levenick         For       For        Management
1.9   Elect Director Robert v.d. Luft           For       For        Management
1.10  Elect Director James R. Nichols           For       For        Management
1.11  Elect Director William A. Percy, II       For       For        Management
1.12  Elect Director W. J. Tauzin               For       For        Management
1.13  Elect Director Steven V. Wilkinson        For       For        Management
2     Reduce Supermajority Vote Requirement     For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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EQUITABLE RESOURCES, INC.

Ticker:       EQT            Security ID:  294549100
Meeting Date: APR 12, 2006   Meeting Type: Annual
Record Date:  FEB 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas A. McConomy         For       For        Management
1.2   Elect Director Barbara S. Jeremiah        For       For        Management
1.3   Elect Director Lee T. Todd, Jr., Ph.D.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management


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EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: JUL 22, 2005   Meeting Type: Annual
Record Date:  MAY 2, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2.1   Elect Director Edward A. Brennan          For       For        Management
2.2   Elect Director Bruce De Mars              For       For        Management
2.3   Elect Director Nelson A. Diaz             For       For        Management
2.4   Elect Director John W. Rowe               For       For        Management
2.5   Elect Director Ronald Rubin               For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Ratify Auditors                           For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management
6     Approve Qualified Employee Stock Purchase For       For        Management
      Plan
7     Adjourn Meeting                           For       Against    Management


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EXELON CORP.

Ticker:       EXC            Security ID:  30161N101
Meeting Date: JUN 27, 2006   Meeting Type: Annual
Record Date:  MAY 12, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M.W. D'Alessio             For       For        Management
1.2   Elect Director R.B. Greco                 For       For        Management
1.3   Elect Director J.M. Palms                 For       For        Management
1.4   Elect Director J.W. Rogers                For       For        Management
1.5   Elect Director R.L. Thomas                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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FIRSTENERGY CORPORATION

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anthony J. Alexander       For       Withhold   Management
1.2   Elect Director Carol A. Cartwright        For       Withhold   Management
1.3   Elect Director William T. Cottle          For       Withhold   Management
1.4   Elect Director Robert B. Heisler, Jr.     For       Withhold   Management
1.5   Elect Director Russell W. Maier           For       Withhold   Management
1.6   Elect Director George M. Smart            For       Withhold   Management
1.7   Elect Director Wes M. Taylor              For       Withhold   Management
1.8   Elect Director Jesse T. Williams, Sr.     For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Adopt Simple Majority Vote Requirement    Against   For        Shareholder
4     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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FUELCELL ENERGY, INC.

Ticker:       FCEL           Security ID:  35952H106
Meeting Date: MAR 28, 2006   Meeting Type: Annual
Record Date:  FEB 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren D. Bagatelle        For       For        Management
1.2   Elect Director R. Daniel Brdar            For       For        Management
1.3   Elect Director Michael Bode               For       Withhold   Management
1.4   Elect Director James D. Gerson            For       For        Management
1.5   Elect Director Thomas L. Kempner          For       For        Management
1.6   Elect Director William A. Lawson          For       For        Management
1.7   Elect Director Jerry D. Leitman           For       For        Management
1.8   Elect Director Charles J. Murphy          For       For        Management
1.9   Elect Director George K. Petty            For       For        Management
1.10  Elect Director John A. Rolls              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49455P101
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard D. Kinder          For       For        Management
1.2   Elect Director Edward H. Austin, Jr .     For       For        Management
1.3   Elect Director William J. Hybl            For       For        Management
1.4   Elect Director Ted A. Gardner             For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Ratify Auditors                           For       For        Management


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MDU RESOURCES GROUP, INC.

Ticker:       MDU            Security ID:  552690109
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Lewis           For       For        Management
1.2   Elect Director Harry J. Pearce            For       For        Management
1.3   Elect Director Sister T. Welder, O.S.B    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       Against    Management


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MIRANT CORP

Ticker:       MIR.XA         Security ID:  60467R100
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas W. Cason            For       For        Management
1.2   Elect Director A.D. Correll               For       For        Management
1.3   Elect Director Terry G. Dallas            For       For        Management
1.4   Elect Director Thomas H. Johnson          For       For        Management
1.5   Elect Director John T. Miller             For       For        Management
1.6   Elect Director Edward R. Muller           For       For        Management
1.7   Elect Director Robert C. Murray           For       For        Management
1.8   Elect Director John M. Quain              For       For        Management
1.9   Elect Director William L. Thacker         For       For        Management
2     Ratify Auditors                           For       For        Management


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NEW JERSEY RESOURCES CORP.

Ticker:       NJR            Security ID:  646025106
Meeting Date: JAN 25, 2006   Meeting Type: Annual
Record Date:  DEC 7, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director M. William Howard, Jr.     For       For        Management
1.2   Elect Director J. Terry Strange           For       For        Management
1.3   Elect Director Gary W. Wolf               For       For        Management
1.4   Elect Director George R. Zoffinger        For       For        Management
2     Approve Outside Director Stock Awards     For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Ratify Auditors                           For       For        Management


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

NEXEN INC.

Ticker:       NXY.           Security ID:  65334H102
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 16, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles W. Fischer         For       For        Management
1.2   Elect Director Dennis G. Flanagan         For       For        Management
1.3   Elect Director David A. Hentschel         For       Withhold   Management
1.4   Elect Director S. Barry Jackson           For       For        Management
1.5   Elect Director Kevin J. Jenkins           For       For        Management
1.6   Elect Director Thomas C. O'Neill          For       For        Management
1.7   Elect Director Eric P. Newell             For       For        Management
1.8   Elect Director Francis M. Saville         For       For        Management
1.9   Elect Director Richard M. Thomson         For       For        Management
1.10  Elect Director John M. Willson            For       For        Management
1.11  Elect Director Victor J. Zaleschuk        For       Withhold   Management
2     Ratify Deloitte & Touche LLP as Auditors  For       For        Management
      and Authorize Board to Fix Remuneration
      of Auditors


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

NEXTEL COMMUNICATIONS, INC.

Ticker:       NXTL           Security ID:  65332V103
Meeting Date: JUL 13, 2005   Meeting Type: Annual
Record Date:  MAY 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management
3.1   Elect Director Timothy M. Donahue         For       For        Management
3.2   Elect Director Frank M. Drendel           For       For        Management
3.3   Elect Director William E. Kennard         For       For        Management
4     Ratify Auditors                           For       For        Management
5     Approve Omnibus Stock Plan                For       For        Management


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

NRG ENERGY INC

Ticker:       NRG            Security ID:  629377508
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Chlebowski         For       For        Management
1.2   Elect Director Howard E. Cosgrove         For       For        Management
1.3   Elect Director William E. Hantke          For       For        Management
1.4   Elect Director Anne C. Schaumburg         For       For        Management
2     Revise Board's Authority to Issue and     For       Against    Management
      Designate Preferred Stock
3     Amend Omnibus Stock Plan                  For       Against    Management
4     Ratify Auditors                           For       For        Management


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

NSTAR

Ticker:       NST            Security ID:  67019E107
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas G. Dignan, Jr.      For       For        Management
1.2   Elect Director Matina S. Horner           For       For        Management
1.3   Elect Director Gerald L. Wilson           For       For        Management
2     Ratify Auditors                           For       For        Management


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

PEABODY ENERGY CORP.

Ticker:       BTU            Security ID:  704549104
Meeting Date: MAY 5, 2006    Meeting Type: Annual
Record Date:  MAR 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory H. Boyce           For       For        Management
1.2   Elect Director William E. James           For       For        Management
1.3   Elect Director Robert B. Karn, III        For       For        Management
1.4   Elect Director Henry E. Lentz             For       For        Management
1.5   Elect Director Blanche M. Touhill, Ph.D.  For       For        Management
2     Ratify Auditors                           For       For        Management
3     Increase Authorized Common Stock          For       For        Management
4     Establish Other Board Committee           Against   For        Shareholder
5     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors
6     Declassify the Board of Directors         Against   Against    Shareholder
7     Report on Water Pollution Policy          Against   Against    Shareholder


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

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: APR 19, 2006   Meeting Type: Annual
Record Date:  FEB 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David R. Andrews           For       For        Management
1.2   Elect Director Leslie S. Biller           For       For        Management
1.3   Elect Director David A. Coulter           For       For        Management
1.4   Elect Director C. Lee Cox                 For       For        Management
1.5   Elect Director Peter A. Darbee            For       For        Management
1.6   Elect Director Maryellen C. Herringer     For       For        Management
1.7   Elect Director Mary S. Metz               For       For        Management
1.8   Elect Director Barbara L. Rambo           For       For        Management
1.9   Elect Director Barry Lawson Williams      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Shareholder Rights Plan (Poison    Against   Against    Shareholder
      Pill) to Shareholder Vote
4     Provide for an Independent Chairman       Against   Against    Shareholder


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

PINNACLE WEST CAPITAL CORP.

Ticker:       PNW            Security ID:  723484101
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jack E. Davis              For       For        Management
1.2   Elect Director Pamela Grant               For       For        Management
1.3   Elect Director Martha O. Hesse            For       For        Management
1.4   Elect Director William S. Jamieson, Jr.   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   Against    Shareholder


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

PLUG POWER, INC.

Ticker:       PLUG           Security ID:  72919P103
Meeting Date: JUN 28, 2006   Meeting Type: Annual
Record Date:  MAY 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roger B. Saillant          For       For        Management
1.2   Elect Director Gary K. Willis             For       For        Management
1.3   Elect Director Maureen O. Helmer          For       For        Management
2     Company Specific --Approval of Issuance   For       For        Management
      of Shares to Smart Hydrogen Inc.


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

PNM RESOURCES INC

Ticker:       PNM            Security ID:  69349H107
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Adelmo E. Archuleta        For       For        Management
1.2   Elect Director Julie A. Dobson            For       For        Management
1.3   Elect Director Woody L. Hunt              For       For        Management
1.4   Elect Director Charles E. McMahen         For       For        Management
1.5   Elect Director Manuel T. Pacheco, Ph.D.   For       For        Management
1.6   Elect Director Robert M. Price            For       For        Management
1.7   Elect Director Bonnie S. Reitz            For       For        Management
1.8   Elect Director Jeffry E. Sterba           For       For        Management
1.9   Elect Director Joan B. Woodard            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management


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

PPL CORP.

Ticker:       PPL            Security ID:  69351T106
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John W. Conway             For       For        Management
1.2   Elect Director E. Allen Deaver            For       For        Management
1.3   Elect Director James H. Miller            For       For        Management
1.4   Elect Director Susan M. Stalnecker        For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Simple Majority Vote                Against   For        Shareholder


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

PUBLIC SERVICE ENTERPRISE GROUP INC.

Ticker:       PEG            Security ID:  744573106
Meeting Date: JUL 19, 2005   Meeting Type: Annual
Record Date:  MAY 27, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect  Director Conrad K. Harper          For       For        Management
2.2   Elect  Director Shirley Ann Jackson       For       For        Management
2.3   Elect  Director Thomas A. Renyi           For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adjourn Meeting                           For       Against    Management
5     Review/Limit Executive Compensation       Against   Against    Shareholder


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

QUESTAR CORP.

Ticker:       STR            Security ID:  748356102
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Keith O. Rattie            For       For        Management
1.2   Elect Director M. W. Scoggins             For       For        Management
1.3   Elect Director Harris H. Simmons          For       For        Management
1.4   Elect Director Bruce A. Williamson        For       For        Management


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

RELIANT ENERGY INC.

Ticker:       RRI            Security ID:  75952B105
Meeting Date: MAY 19, 2006   Meeting Type: Annual
Record Date:  MAR 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joel V. Staff              For       For        Management
1.2   Elect Director Kirbyjon H. Caldwell       For       For        Management
1.3   Elect Director Steven L. Miller           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         None      For        Shareholder


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

SCANA CORPORATION

Ticker:       SCG            Security ID:  80589M102
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James A. Bennett           For       For        Management
1.2   Elect Director William C. Burkhardt       For       For        Management
1.3   Elect Director Lynne M. Miller            For       For        Management
1.4   Elect Director Maceo K. Sloan             For       For        Management
1.5   Elect Director Sharon A. Decker           For       For        Management
2     Ratify Auditors                           For       For        Management


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Brocksmith, Jr.   For       For        Management
1.2   Elect Director Donald E. Felsinger        For       For        Management
1.3   Elect Director William D. Jones           For       For        Management
1.4   Elect Director William G. Ouchi, Ph.D.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards


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

SOUTHERN COMPANY

Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Juanita Powell Baranco     For       For        Management
1.2   Elect Director Dorrit J. Bern             For       For        Management
1.3   Elect Director Francis S. Blake           For       For        Management
1.4   Elect Director Thomas F. Chapman          For       For        Management
1.5   Elect Director Donald M. James            For       For        Management
1.6   Elect Director Zack T. Pate               For       For        Management
1.7   Elect Director J. Neal Purcell            For       For        Management
1.8   Elect Director David M. Ratcliffe         For       For        Management
1.9   Elect Director William G. Smith, Jr.      For       For        Management
1.10  Elect Director Gerald J. St. Pe           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management


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

SPRINT NEXTEL CORP

Ticker:       S              Security ID:  852061100
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 28, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Keith J. Bane              For       For        Management
1.2   Elect Director Gordon M. Bethune          For       For        Management
1.3   Elect Director Timothy M. Donahue         For       For        Management
1.4   Elect Director Frank M. Drendel           For       Withhold   Management
1.5   Elect Director Gary D. Forsee             For       For        Management
1.6   Elect Director James H. Hance, Jr.        For       For        Management
1.7   Elect Director V. Janet Hill              For       For        Management
1.8   Elect Director Irvine O. Hockaday, Jr     For       For        Management
1.9   Elect Director William E. Kennard         For       Withhold   Management
1.10  Elect Director Linda Koch Lorimer         For       For        Management
1.11  Elect Director Stephanie M. Shern         For       For        Management
1.12  Elect Director William H. Swanson         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Restore or Provide for Cumulative Voting  Against   Against    Shareholder


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

SPRINT NEXTEL CORP

Ticker:       S              Security ID:  852061100
Meeting Date: JUL 13, 2005   Meeting Type: Annual
Record Date:  MAY 20, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       For        Management
2     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
3     Change Company Name                       For       For        Management
4     Issue Shares in Connection with an        For       For        Management
      Acquisition
5     Adjourn Meeting                           For       For        Management
6.1   Elect  Director Gordon M. Bethune         For       For        Management
6.2   Elect  Director Dr. E. Linn Draper, Jr.   For       For        Management
6.3   Elect  Director James H. Hance, Jr.       For       For        Management
6.4   Elect  Director Deborah A. Henretta       For       For        Management
6.5   Elect  Director Irvine O. Hockaday, Jr.   For       For        Management
6.6   Elect  Director Linda Koch Lorimer        For       For        Management
6.7   Elect  Director Gerald L. Storch          For       For        Management
6.8   Elect  Director William H. Swanson        For       For        Management
7     Ratify Auditors                           For       For        Management
8     Review Executive Compensation             Against   For        Shareholder


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

TECO ENERGY, INC.

Ticker:       TE             Security ID:  872375100
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  FEB 16, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Sara L. Baldwin            For       For        Management
1.2   Elect Director Luis Guinot, Jr.           For       For        Management
1.3   Elect Director Sherrill W. Hudson         For       For        Management
1.4   Elect Director Loretta A. Penn            For       For        Management
1.5   Elect Director William P. Sovey           For       For        Management
2     Ratify Auditors                           For       For        Management


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

TELEFONICA S.A. (FORMERLY TELEFONICA DE ESPANA, S.A.)

Ticker:       TEF            Security ID:  879382208
Meeting Date: JUN 20, 2006   Meeting Type: Annual
Record Date:  MAY 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     EXAMINATION AND APPROVAL OF THE           For       For        Management
      INDIVIDUAL ANNUAL ACCOUNTS, OF THE
      CONSOLIDATED FINANCIAL STATEMENTS AND OF
      THE MANAGEMENT REPORT OF BOTH TELEFONICA,
      S.A. AND ITS CONSOLIDATED GROUP OF
      COMPANIES.*
2     APPROVAL, IF DEEMED APPROPRIATE, OF THE   For       For        Management
      MERGER PLAN OF TELEFONICA, S.A. AND
      TELEFONICA MOVILES, S.A.*
3.1   Elect  Director Mr. C.C. Casellas*+       For       For        Management
3.2   Elect  Director Mr. I. Faine Casas*+      For       For        Management
3.3   Elect  Director Mr. A.F. Herrero*+        For       For        Management
3.4   Elect  Director Mr. Luis Lada Diaz*+      For       For        Management
3.5   Elect  Director Mr. A.M. Lavilla*+        For       For        Management
3.6   Elect  Director Mr. David Arculus*#       For       For        Management
3.7   Elect  Director Mr. Peter Erskine*#       For       For        Management
3.8   Elect  Director Mr. J. Linares Lopez*#    For       For        Management
3.9   Elect  Director Mr. V.M. Nafria Aznar*#   For       For        Management
4     APPROVAL, IF APPROPRIATE, OF A LONG-TERM  For       For        Management
      INCENTIVE PLAN CONSISTING OF THE DELIVERY
      OF SHARES OF AND WHICH IS LINKED TO
      CHANGES IN THE LISTING PRICE OF SHARES OF
      TELEFONICA, S.A.*
5     AUTHORIZATION TO ACQUIRE THE COMPANY S    For       For        Management
      OWN SHARES, DIRECTLY OR THROUGH COMPANIES
      WITHIN THE GROUP.*
6     AUTHORIZATION TO THE BOARD OF DIRECTORS   For       For        Management
      TO INCREASE THE SHARE CAPITAL UNDER THE
      TERMS AND CONDITIONS OF SECTION 153.1.B)
      OF THE BUSINESS CORPORATIONS LAW, WITH A
      DELEGATION OF THE POWER TO EXCLUDE
      PREEMPTIVE RIGHTS PURSUANT, IN THIS
      LATTER CASE, TO THE P
7     DELEGATION OF POWERS TO FORMALIZE,        For       For        Management
      INTERPRET, REMEDY AND CARRY OUT THE
      RESOLUTIONS ADOPTED BY THE SHAREHOLDERS
      AT THE MEETING.*


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

TXU CORP.

Ticker:       TXU            Security ID:  873168108
Meeting Date: MAY 19, 2006   Meeting Type: Annual
Record Date:  MAR 21, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Gail de Planque         For       For        Management
1.2   Elect Director Leldon E. Echols           For       For        Management
1.3   Elect Director Kerney Laday               For       For        Management
1.4   Elect Director Jack E. Little             For       For        Management
1.5   Elect Director Gerardo I. Lopez           For       For        Management
1.6   Elect Director J.E. Oesterreicher         For       For        Management
1.7   Elect Director Michael W. Ranger          For       For        Management
1.8   Elect Director Leonard H. Roberts         For       For        Management
1.9   Elect Director Glenn F. Tilton            For       For        Management
1.10  Elect Director C. John Wilder             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Establish Range For Board Size            For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Barker            For       For        Management
1.2   Elect Director Richard L. Carrion         For       For        Management
1.3   Elect Director Robert W. Lane             For       For        Management
1.4   Elect Director Sandra O. Moose            For       For        Management
1.5   Elect Director Joseph Neubauer            For       For        Management
1.6   Elect Director Donald T. Nicolaisen       For       For        Management
1.7   Elect Director Thomas H. O'Brien          For       For        Management
1.8   Elect Director Clarence Otis, Jr.         For       For        Management
1.9   Elect Director Hugh B. Price              For       For        Management
1.10  Elect Director Ivan G. Seidenberg         For       For        Management
1.11  Elect Director Walter V. Shipley          For       For        Management
1.12  Elect Director John R. Stafford           For       For        Management
1.13  Elect Director Robert D. Storey           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
6     Company-Specific-Directors on Common      Against   Against    Shareholder
      Boards
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
9     Report on Political Contributions         Against   Against    Shareholder


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

VODAFONE GROUP PLC

Ticker:       VOD            Security ID:  92857W100
Meeting Date: JUL 26, 2005   Meeting Type: Annual
Record Date:  JUN 14, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE REPORT OF THE DIRECTORS    For       For        Management
      AND FINANCIAL STATEMENTS
2.1   Elect  Director Lord Maclaurin            For       For        Management
2.2   Elect  Director Paul Hazen                For       For        Management
2.3   Elect  Director Arun Sarin                For       For        Management
2.4   Elect  Director Sir Julian Horn-Smith     For       For        Management
2.5   Elect  Director Peter Bamford             For       For        Management
2.6   Elect  Director Thomas Geitner            For       For        Management
2.7   Elect  Director Dr Michael Boskin         For       For        Management
2.8   Elect  Director Lord Broers               For       For        Management
2.9   Elect  Director John Buchanan             For       For        Management
2.10  Elect  Director Penny Hughes              For       For        Management
2.11  Elect  Director Prof. Jurgen Schrempp     For       For        Management
2.12  Elect  Director Luc Vandevelde            For       For        Management
2.13  Elect  Director Sir John Bond             For       For        Management
2.14  Elect  Director Andrew Halford            For       For        Management
3     TO APPROVE A FINAL DIVIDEND OF 2.16P PER  For       For        Management
      ORDINARY SHARE
4     TO APPROVE THE REMUNERATION REPORT        For       For        Management
5     Ratify Auditors                           For       For        Management
6     TO AUTHORISE THE AUDIT COMMITTEE TO       For       For        Management
      DETERMINE THE AUDITORS REMUNERATION
7     TO AUTHORISE DONATIONS UNDER THE          For       For        Management
      POLITICAL PARTIES, ELECTIONS AND
      REFERENDUMS ACT 2000
8     TO RENEW AUTHORITY TO ALLOT SHARES UNDER  For       For        Management
      ARTICLE 16.2 OF THE COMPANY S ARTICLES OF
      ASSOCIATION
9     TO RENEW AUTHORITY TO DISAPPLY            For       For        Management
      PRE-EMPTION RIGHTS UNDER ARTICLE 16.3 OF
      THE COMPANY S ARTICLES OF ASSOCIATION
10    TO AUTHORISE THE COMPANY S PURCHASE OF    For       For        Management
      ITS OWN SHARES (SECTION 166, COMPANIES
      ACT 1985)
11    TO APPROVE CHANGES TO THE COMPANY S       For       For        Management
      MEMORANDUM AND ARTICLES OF ASSOCIATION
12    TO APPROVE THE VODAFONE GLOBAL INCENTIVE  For       For        Management
      PLAN


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

WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 18, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Irl F. Engelhardt          For       For        Management
1.2   Elect Director William R. Granberry       For       For        Management
1.3   Elect Director William E. Green           For       For        Management
1.4   Elect Director W.R. Howell                For       For        Management
1.5   Elect Director George A. Lorch            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   Against    Shareholder
      of Directors


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

WISCONSIN ENERGY CORP.

Ticker:       WEC            Security ID:  976657106
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John F. Ahearne            For       For        Management
1.2   Elect Director John F. Bergstrom          For       For        Management
1.3   Elect Director Barbara L. Bowles          For       For        Management
1.4   Elect Director Robert A. Cornog           For       For        Management
1.5   Elect Director Curt S. Culver             For       For        Management
1.6   Elect Director Thomas J. Fischer          For       For        Management
1.7   Elect Director Gale E. Klappa             For       For        Management
1.8   Elect Director Ulice Payne, Jr.           For       For        Management
1.9   Elect Director F.P. Stratton, Jr.         For       For        Management
2     Ratify Auditors                           For       For        Management

========== END NPX REPORT



                                   SIGNATURES

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

(Registrant): Morgan Stanley Utilities Fund
             ------------------------------



By (Signature and Title):


                                      /s/ Ronald E. Robison

                         Principal Executive Officer - Office of the Funds
                         -------------------------------------------------


Date August 28, 2006
     ---------------













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