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 811-05415

                          Morgan Stanley Utilities Fund
               --------------------------------------------------
               (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: 12/31

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



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

ICA File Number: 811-05415
Reporting Period: 07/01/2006 - 06/30/2007
Morgan Stanley Utilities Fund









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


AES CORP., THE

Ticker:       AES            Security ID:  00130H105
Meeting Date: JUN 25, 2007   Meeting Type: Annual
Record Date:  APR 27, 2007

#     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       Withhold   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 Auditors                           For       Against    Management


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AGL RESOURCES INC.

Ticker:       ATG            Security ID:  001204106
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas D. Bell, Jr.        For       For        Management
1.2   Elect Director Michael J. Durham          For       For        Management
1.3   Elect Director Charles H. Mctier          For       For        Management
1.4   Elect Director Dean R. O'Hare             For       For        Management
1.5   Elect Director D. Raymond Riddle          For       For        Management
1.6   Elect Director Felker W. Ward, Jr.        For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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ALLEGHENY ENERGY, INC.

Ticker:       AYE            Security ID:  017361106
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

#     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 Gunner E. Sarsten          For       For        Management
1.9   Elect Director Michael H. Sutton          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Claw-back of Payments under Restatements  Against   Against    Shareholder
4     Separate Chairman and CEO Positions       Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
6     Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
7     Performance-Based and/or Time-Based       Against   For        Shareholder
      Equity Awards
8     Report on Impact of Utilizing the         Against   Against    Shareholder
      National Interest Electric Transmission
      Corridor
9     Report on Power Plant Emissions           Against   Against    Shareholder


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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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AMEREN CORPORATION

Ticker:       AEE            Security ID:  023608102
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen F. Brauer          For       For        Management
1.2   Elect Director Susan S. Elliott           For       For        Management
1.3   Elect Director Gayle P. W. Jackson        For       For        Management
1.4   Elect Director James C. Johnson           For       For        Management
1.5   Elect Director Richard A. Liddy           For       For        Management
1.6   Elect Director Gordon R. Lohman           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
1.12  Elect Director Jack D. Woodard            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce the Release of Radioactive         Against   Against    Shareholder
      Materials from Callaway Facility


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AMERICA MOVIL SA DE CV

Ticker:       AMX            Security ID:  02364W105
Meeting Date: APR 27, 2007   Meeting Type: Special
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Representatives of Class L Shares   For       Did Not    Management
      to the Board of Directors                           Vote
2     Designate Inspector or Shareholder        For       Did Not    Management
      Representative(s) of Minutes of Meeting             Vote


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AMERICAN ELECTRIC POWER CO.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E.R. Brooks                For       For        Management
1.2   Elect Director Donald M. Carlton          For       For        Management
1.3   Elect Director Ralph D. Crosby, Jr.       For       For        Management
1.4   Elect Director John P. DesBarres          For       For        Management
1.5   Elect Director Robert W. Fri              For       For        Management
1.6   Elect Director Linda A. Goodspeed         For       For        Management
1.7   Elect Director William R. Howell          For       For        Management
1.8   Elect Director Lester A. Hudson, Jr.      For       For        Management
1.9   Elect Director Michael G. Morris          For       For        Management
1.10  Elect Director Lionel L. Nowell III       For       For        Management
1.11  Elect Director Richard L. Sandor          For       For        Management
1.12  Elect Director Donald G. Smith            For       For        Management
1.13  Elect Director Kathryn D. Sullivan        For       For        Management
2     Amend Executive Incentive Bonus Plan      For       For        Management
3     Ratify Auditors                           For       For        Management


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AMERICAN TOWER CORP.

Ticker:       AMT            Security ID:  029912201
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Raymond P. Dolan           For       For        Management
1.2   Elect Director Ronald M. Dykes            For       For        Management
1.3   Elect Director Carolyn F. Katz            For       For        Management
1.4   Elect Director Gustavo Lara Cantu         For       For        Management
1.5   Elect Director Pamela D.A. Reeve          For       For        Management
1.6   Elect Director David E. Sharbutt          For       For        Management
1.7   Elect Director James D. Taiclet, Jr.      For       For        Management
1.8   Elect Director Samme L. Thompson          For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: JUL 21, 2006   Meeting Type: Special
Record Date:  JUN 1, 2006

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


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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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BELLSOUTH CORP.

Ticker:       BLS            Security ID:  079860102
Meeting Date: JUL 21, 2006   Meeting Type: Special
Record Date:  JUN 1, 2006

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


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CHINA MOBILE (HONG KONG) LIMITED

Ticker:       CHL            Security ID:  16941M109
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE AND CONSIDER THE AUDITED       For       For        Management
      FINANCIAL STATEMENTS AND THE REPORTS OF
      THE DIRECTORS AND AUDITORS.
2a    TO DECLARE AN ORDINARY FINAL DIVIDEND FOR For       For        Management
      THE YEAR ENDED 31 DECEMBER 2006.
2b    TO DECLARE A SPECIAL FINAL DIVIDEND FOR   For       For        Management
      THE YEAR ENDED 31 DECEMBER 2006.
3a    TO RE-ELECT WANG JIANZHOU AS A DIRECTOR.  For       For        Management
3b    TO RE-ELECT LI YUE AS A DIRECTOR.         For       For        Management
3c    TO RE-ELECT ZHANG CHENSHUANG AS A         For       For        Management
      DIRECTOR.
3d    TO RE-ELECT FRANK WONG KWONG SHING AS A   For       For        Management
      DIRECTOR.
3e    TO RE-ELECT PAUL MICHAEL DONOVAN AS A     For       For        Management
      DIRECTOR.
4     Ratify Auditors                           For       For        Management
5     TO GIVE A GENERAL MANDATE TO THE          For       For        Management
      DIRECTORS TO REPURCHASE SHARES IN THE
      COMPANY NOT EXCEEDING 10% OF THE
      AGGREGATE NOMINAL AMOUNT OF THE EXISTING
      ISSUED SHARE CAPITAL.
6     TO GIVE A GENERAL MANDATE TO THE          For       Against    Management
      DIRECTORS TO ISSUE, ALLOT AND DEAL WITH
      ADDITIONAL SHARES IN THE COMPANY.
7     TO EXTEND THE GENERAL MANDATE GRANTED TO  For       Against    Management
      THE DIRECTORS TO ISSUE, ALLOT AND DEAL
      WITH SHARES BY THE NUMBER OF SHARES
      REPURCHASED.


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CITIZENS COMMUNICATIONS CO.

Ticker:       CZN            Security ID:  17453B101
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kathleen Q. Abernathy      For       For        Management
1.2   Elect Director Leroy T. Barnes, Jr.       For       For        Management
1.3   Elect Director Michael T. Dugan           For       For        Management
1.4   Elect Director Jeri Finard                For       For        Management
1.5   Elect Director Lawton Wehle Fitt          For       For        Management
1.6   Elect Director William M. Kraus           For       Withhold   Management
1.7   Elect Director Howard L. Schrott          For       For        Management
1.8   Elect Director Larraine D. Segil          For       For        Management
1.9   Elect Director Bradley E. Singer          For       For        Management
1.10  Elect Director David H. Ward              For       For        Management
1.11  Elect Director Myron A. Wick, III         For       For        Management
1.12  Elect Director Mary Agnes Wilderotter     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


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CONSOLIDATED EDISON, INC.

Ticker:       ED             Security ID:  209115104
Meeting Date: MAY 21, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     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 L. Frederick Sutherland    For       For        Management
1.11  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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CONSTELLATION ENERGY GROUP, INC.

Ticker:       CEG            Security ID:  210371100
Meeting Date: DEC 8, 2006    Meeting Type: Annual
Record Date:  OCT 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Douglas L. Becker          For       For        Management
1.2   Elect Director Edward A. Crooke           For       For        Management
1.3   Elect Director Mayo A. Shattuck III       For       For        Management
1.4   Elect Director Michael D. Sullivan        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         None      For        Shareholder


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CONSTELLATION ENERGY GROUP, INC.

Ticker:       CEG            Security ID:  210371100
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Yves C. de Balmann         For       For        Management
2     Elect Director Douglas L. Becker          For       For        Management
3     Elect Director James T. Brady             For       For        Management
4     Elect Director Edward A. Crooke           For       For        Management
5     Elect Director James R. Curtiss           For       For        Management
6     Elect Director Freeman A. Hrabowski, III  For       For        Management
7     Elect Director Nancy Lampton              For       For        Management
8     Elect Director Robert J. Lawless          For       For        Management
9     Elect Director Lynn M. Martin             For       For        Management
10    Elect Director Mayo A. Shattuck, III      For       For        Management
11    Elect Director Michael D. Sullivan        For       For        Management
12    Ratify Auditors                           For       For        Management
13    Approve Omnibus Stock Plan                For       For        Management
14    Approve Executive Incentive Bonus Plan    For       For        Management


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CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  228227104
Meeting Date: JAN 11, 2007   Meeting Type: Special
Record Date:  NOV 27, 2006

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


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CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  228227104
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edward C. Hutcheson, Jr.   For       For        Management
1.2   Elect Director J. Landis Martin           For       For        Management
1.3   Elect Director W. Benjamin Moreland       For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Eliminate Class of Common Stock           For       For        Management
4     Ratify Auditors                           For       For        Management


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DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Peter W. Brown             For       For        Management
1.2   Elect Director George A. Davidson, Jr.    For       For        Management
1.3   Elect Director Thomas F. Farrell, II      For       For        Management
1.4   Elect Director John W. Harris             For       For        Management
1.5   Elect Director Robert S. Jepson, Jr.      For       For        Management
1.6   Elect Director Mark J. Kington            For       For        Management
1.7   Elect Director Benjamin J. Lambert, III   For       For        Management
1.8   Elect Director Margaret A. McKenna        For       For        Management
1.9   Elect Director Frank S. Royal, M.D.       For       For        Management
1.10  Elect Director David A. Wollard           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Greenhouse Gas Emissions        Against   Against    Shareholder
4     Report on Impact of Utilizing National    Against   Against    Shareholder
      Interest Electric Transmission Corridor


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DPL INC.

Ticker:       DPL            Security ID:  233293109
Meeting Date: APR 27, 2007   Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert D. Biggs            For       For        Management
1.2   Elect Director W. August Hillenbrand      For       For        Management
1.3   Elect Director Ned J. Sifferlen, Ph.D.    For       For        Management
2     Company Specific-Majority Vote            For       For        Management
      Alternative for the Election of Directors
3     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
4     Reincorporate in Another State [from Ohio Against   For        Shareholder
      to Delaware]
5     Ratify Auditors                           For       For        Management


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DTE ENERGY CO.

Ticker:       DTE            Security ID:  233331107
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Anthony F. Earley, Jr.     For       For        Management
1.2   Elect Director Allan D. Gilmour           For       For        Management
1.3   Elect Director Frank M. Hennessey         For       For        Management
1.4   Elect Director Gail J. McGovern           For       For        Management
1.5   Elect Director James H. Vandenberghe      For       For        Management
2     Ratify Auditors                           For       For        Management


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DUKE ENERGY CORP.

Ticker:       DUK            Security ID:  26441C105
Meeting Date: OCT 24, 2006   Meeting Type: Annual
Record Date:  AUG 25, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roger Agnelli              For       For        Management
1.2   Elect Director Paul M. Anderson           For       For        Management
1.3   Elect Director William Barnet, III        For       For        Management
1.4   Elect Director G. Alex Bernhardt, Sr.     For       For        Management
1.5   Elect Director Michael G. Browning        For       For        Management
1.6   Elect Director Phillip R. Cox             For       For        Management
1.7   Elect Director William T. Esrey           For       For        Management
1.8   Elect Director Ann Maynard Gray           For       For        Management
1.9   Elect Director James H. Hance, Jr.        For       For        Management
1.10  Elect Director Dennis R. Hendrix          For       For        Management
1.11  Elect Director Michael E.J. Phelps        For       Withhold   Management
1.12  Elect Director James T. Rhodes            For       For        Management
1.13  Elect Director James E. Rogers            For       For        Management
1.14  Elect Director Mary L. Schapiro           For       For        Management
1.15  Elect Director Dudley S. Taft             For       For        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:  26441C105
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William Barnet, III        For       For        Management
1.2   Elect Director G. Alex Bernhardt, Sr.     For       For        Management
1.3   Elect Director Michael G. Browning        For       For        Management
1.4   Elect Director Phillip R. Cox             For       For        Management
1.5   Elect Director Ann Maynard Gray           For       For        Management
1.6   Elect Director James H. Hance, Jr         For       For        Management
1.7   Elect Director James T. Rhodes            For       For        Management
1.8   Elect Director James E. Rogers            For       For        Management
1.9   Elect Director Mary L. Schapiro           For       For        Management
1.10  Elect Director Dudley S. Taft             For       For        Management
2     Ratify Auditors                           For       For        Management


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DYNEGY, INC.

Ticker:       DYN            Security ID:  26816Q101
Meeting Date: MAR 29, 2007   Meeting Type: Special
Record Date:  JAN 29, 2007

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


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E.ON AG (FORMERLY VEBA AG)

Ticker:       EON            Security ID:  268780103
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  APR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROPRIATION OF THE BALANCE SHEET INCOME For       For        Management
      FROM THE 2006 FINANCIAL YEAR
2     DISCHARGE OF THE BOARD OF MANAGEMENT FOR  For       For        Management
      THE 2006 FINANCIAL YEAR
3     DISCHARGE OF THE SUPERVISORY BOARD FOR    For       For        Management
      THE 2006 FINANCIAL YEAR
4     AUTHORIZATION TO ACQUIRE AND USE OWN      For       For        Management
      SHARES
5     ELECTION OF THE AUDITORS FOR THE 2007     For       For        Management
      FINANCIAL YEAR


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EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John E. Bryson             For       For        Management
1.2   Elect Director Vanessa C.L. Chang         For       For        Management
1.3   Elect Director France A. Cordova          For       For        Management
1.4   Elect Director Charles B. Curtis          For       For        Management
1.5   Elect Director Bradford M. Freeman        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     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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EL PASO ELECTRIC CO.

Ticker:       EE             Security ID:  283677854
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director George W. Edwards, Jr.     For       For        Management
1.2   Elect Director John Robert Brown          For       For        Management
1.3   Elect Director James W. Cicconi           For       For        Management
1.4   Elect Director Patricia Z. Holland-Branch For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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ENTERGY CORP.

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

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


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EQUITABLE RESOURCES, INC.

Ticker:       EQT            Security ID:  294549100
Meeting Date: APR 11, 2007   Meeting Type: Annual
Record Date:  FEB 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Vicky A. Bailey            For       For        Management
1.2   Elect Director Murry S. Gerber            For       For        Management
1.3   Elect Director George L. Miles, Jr.       For       For        Management
1.4   Elect Director James W. Whalen            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Bylaws/Charter General     For       For        Management
      Matters
4     Pay For Superior Performance              Against   Against    Shareholder


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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


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

FIRSTENERGY CORPORATION

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 15, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul T. Addison            For       For        Management
1.2   Elect Director Anthony J. Alexander       For       For        Management
1.3   Elect Director Michael J. Anderson        For       For        Management
1.4   Elect Director Carol A. Cartwright        For       Withhold   Management
1.5   Elect Director William T. Cottle          For       For        Management
1.6   Elect Director Robert B. Heisler, Jr.     For       For        Management
1.7   Elect Director Ernest J. Novak, Jr.       For       For        Management
1.8   Elect Director Catherine A. Rein          For       For        Management
1.9   Elect Director George M. Smart            For       For        Management
1.10  Elect Director Wes M. Taylor              For       For        Management
1.11  Elect Director Jesse T. Williams, Sr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Reincorporate in Another State [Ohio to   Against   For        Shareholder
      Delaware  ]
5     Adopt a Policy Establishing an Engagement Against   Against    Shareholder
      Process to Shareholder Proposals
6     Adopt Simple Majority Vote                Against   For        Shareholder


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

FPL GROUP, INC.

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

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


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

FPL GROUP, INC.

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

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


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

KEYSPAN CORPORATION

Ticker:       KSE            Security ID:  49337W100
Meeting Date: AUG 17, 2006   Meeting Type: Annual
Record Date:  JUL 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect Director Robert B. Catell           For       For        Management
2.2   Elect Director Andrea S. Christensen      For       For        Management
2.3   Elect Director Robert J. Fani             For       For        Management
2.4   Elect Director Alan H. Fishman            For       For        Management
2.5   Elect Director James R. Jones             For       For        Management
2.6   Elect Director James L. Larocca           For       For        Management
2.7   Elect Director Gloria C. Larson           For       For        Management
2.8   Elect Director Stephen W. Mckessy         For       For        Management
2.9   Elect Director Edward D. Miller           For       For        Management
2.10  Elect Director Vikki L. Pryor             For       For        Management
3     Ratify Auditors                           For       For        Management
4     Adopt Simple Majority Vote Requirement    Against   For        Shareholder


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49455P101
Meeting Date: DEC 19, 2006   Meeting Type: Special
Record Date:  NOV 8, 2006

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


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

MDU RESOURCES GROUP, INC.

Ticker:       MDU            Security ID:  552690109
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Terry D. Hildestad         For       For        Management
1.2   Elect Director Dennis W. Johnson          For       For        Management
1.3   Elect Director John L. Olson              For       For        Management
1.4   Elect Director John K. Wilson             For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Ratify Auditors                           For       For        Management
5     Sustainability Report                     Against   Against    Shareholder


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

MIRANT CORP

Ticker:       MIR.XA         Security ID:  60467R100
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas W. Cason            For       For        Management
1.2   Elect Director A.D. (Pete) 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


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

NEW JERSEY RESOURCES CORP.

Ticker:       NJR            Security ID:  646025106
Meeting Date: JAN 24, 2007   Meeting Type: Annual
Record Date:  DEC 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Lawrence R. Codey          For       For        Management
1.2   Elect Director Laurence M. Downes         For       For        Management
1.3   Elect Director Alfred C. Koeppe           For       For        Management
1.4   Elect Director William H. Turner          For       For        Management
1.5   Elect Director Jane M. Kenny              For       For        Management
2     Approve Omnibus Stock Plan                For       For        Management
3     Ratify Auditors                           For       For        Management


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

NII HOLDINGS, INC.

Ticker:       NIHD           Security ID:  62913F201
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Donovan               For       For        Management
1.2   Elect Director Steven P. Dussek           For       For        Management
1.3   Elect Director Steven M. Shindler         For       For        Management
2     Ratify Auditors                           For       For        Management


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

NISOURCE INC.

Ticker:       NI             Security ID:  65473P105
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven C. Beering          For       For        Management
2     Elect Director Dennis E. Foster           For       For        Management
3     Elect Director Marty K. Kittrell          For       For        Management
4     Elect Director Peter McCausland           For       For        Management
5     Elect Director Steven R. McCracken        For       For        Management
6     Elect Director W. Lee Nutter              For       For        Management
7     Elect Director Ian M. Rolland             For       For        Management
8     Elect Director Robert C. Skaggs, Jr       For       For        Management
9     Elect Director Richard L. Thompson        For       For        Management
10    Elect Director Carolyn Y. Woo             For       For        Management
11    Elect Director Roger A. Young             For       For        Management
12    Ratify Auditors                           For       For        Management


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

PG&E CORP.

Ticker:       PCG            Security ID:  69331C108
Meeting Date: APR 18, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     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 Richard A. Meserve         For       For        Management
1.8   Elect Director Mary S. Metz               For       For        Management
1.9   Elect Director Barbara L. Rambo           For       For        Management
1.10  Elect  irector Barry Lawson Williams      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
4     Restore or Provide for Cumulative Voting  Against   Against    Shareholder


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

PINNACLE WEST CAPITAL CORP.

Ticker:       PNW            Security ID:  723484101
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Declassify the Board of Directors         For       For        Management
2.1   Elect Director Roy A. Herberger, Jr.      For       For        Management
2.2   Elect Director Humberto S. Lopez          For       For        Management
2.3   Elect Director Kathryn L. Munro           For       For        Management
2.4   Elect Director William L. Stewart         For       For        Management
2.5   Elect Director Edward N. Basha, Jr.       For       For        Management
2.6   Elect Director Jack E. Davis              For       For        Management
2.7   Elect Director Michael L. Gallagher       For       For        Management
2.8   Elect Director Pamela Grant               For       For        Management
2.9   Elect Director William S. Jamieson, Jr.   For       For        Management
2.10  Elect Director Bruce J. Nordstrom         For       For        Management
2.11  Elect Director William J. Post            For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Ratify Auditors                           For       For        Management


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

PNM RESOURCES INC

Ticker:       PNM            Security ID:  69349H107
Meeting Date: MAY 22, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     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          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


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

PPL CORP.

Ticker:       PPL            Security ID:  69351T106
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stuart Heydt               For       Withhold   Management
1.2   Elect Director Craig A. Rogerson          For       For        Management
1.3   Elect Director W. Keith Smith             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt Simple Majority Vote                Against   For        Shareholder


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

PUBLIC SERVICE ENTERPRISE GROUP INC.

Ticker:       PEG            Security ID:  744573106
Meeting Date: NOV 21, 2006   Meeting Type: Annual
Record Date:  SEP 29, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Caroline Dorsa *           For       For        Management
1.2   Elect Director E. James Ferland *         For       For        Management
1.3   Elect Director Albert R. Gamper, Jr. *    For       For        Management
1.4   Elect Director Ralph Izzo **              For       For        Management
2     Ratify Auditors                           For       For        Management
3     Limit Executive Compensation              Against   Against    Shareholder


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

PUBLIC SERVICE ENTERPRISE GROUP INC.

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 17, 2007   Meeting Type: Annual
Record Date:  FEB 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ernest H. Drew             For       For        Management
1.2   Elect Director William V. Hickey          For       For        Management
1.3   Elect Director Ralph Izzo                 For       For        Management
1.4   Elect Director Richard J. Swift           For       For        Management
2     Increase Authorized Common Stock          For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Declassify the Board of Directors         For       For        Management
5     Eliminate Cumulative Voting               For       For        Management
6     Eliminate Preemptive Rights               For       For        Management
7     Ratify Auditors                           For       For        Management


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

RELIANT ENERGY INC.

Ticker:       RRI            Security ID:  75952B105
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
2     Declassify the Board of Directors         For       For        Management
3     Elect Director E. William Barnett         For       For        Management
4     Elect Director Sarah M. Barpoulis         For       For        Management
5     Elect Director Donald J. Breeding         For       For        Management
6     Elect Director Kirbyjon H. Caldwell       For       For        Management
7     Elect Director Steven L. Miller           For       For        Management
8     Elect Director Laree E. Perez             For       For        Management
9     Elect Director Evan J. Silverstein        For       For        Management
10    Elect Director Joel V. Staff              For       For        Management
11    Elect Director William L. Transier        For       For        Management
12    Elect Director Sarah M. Barpoulis         For       For        Management
13    Elect Director Laree E. Perez             For       For        Management
14    Elect Director William L. Transier        For       For        Management
15    Ratify Auditors                           For       For        Management


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

SABESP, COMPANHIA SANEAMENTO BASICO SAO PAULO

Ticker:       SBS            Security ID:  20441A102
Meeting Date: JAN 16, 2007   Meeting Type: Special
Record Date:  DEC 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO ELECT THE MEMBERS OF THE BOARD OF      For       For        Management
      DIRECTORS.
2     TO ELECT THE MEMBERS OF THE FISCAL        For       For        Management
      COUNCIL, MEMBERS AND ALTERNATES.
3     TO ESTABLISH THE COMPENSATION OF THE      For       For        Management
      MANAGEMENT AND FISCAL COUNCIL MEMBERS.


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

SCANA CORPORATION

Ticker:       SCG            Security ID:  80589M102
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Hayne Hipp              For       For        Management
1.2   Elect Director Harold C. Stowe            For       For        Management
1.3   Elect Director G. Smedes York             For       For        Management
2     Ratify Auditors                           For       For        Management


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Wilford D. Godbold, Jr.    For       For        Management
1.2   Elect Director Richard G. Newman          For       For        Management
1.3   Elect Director Neal E. Schmale            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Establish SERP Policy                     Against   Against    Shareholder


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

SIERRA PACIFIC RESOURCES

Ticker:       SRP            Security ID:  826428104
Meeting Date: MAY 7, 2007    Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Walter M. Higgins          For       For        Management
1.2   Elect Director Brian J. Kennedy           For       For        Management
1.3   Elect Director John F. O'Reilly           For       For        Management
1.4   Elect Director Michael W. Yackira         For       For        Management
2     Declassify the Board of Directors         Against   Against    Shareholder


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

SOUTHERN COMPANY

Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     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 H.William Habermeyer, Jr.  For       For        Management
1.6   Elect Director Donald M. James            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     Report on Emission Reduction Goals        Against   Against    Shareholder


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

TECO ENERGY, INC.

Ticker:       TE             Security ID:  872375100
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Joseph P. Lacher           For       For        Management
1.2   Elect Director Tom L. Rankin              For       For        Management
1.3   Elect Director William D. Rockford        For       For        Management
1.4   Elect Director J. Thomas Touchton         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: MAY 9, 2007    Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     EXAMINATION AND APPROVAL, IF APPROPRIATE, For       For        Management
      OF THE INDIVIDUAL ANNUAL ACCOUNTS, OF THE
      CONSOLIDATED FINANCIAL STATEMENTS AND OF
      THE MANAGEMENT REPORT OF TELEFONICA, S.A.
2.1   Elect  Director Mr. C. Alierta Izuel+     For       For        Management
2.2   Elect  Director Mr. M. Carpio Garcia+     For       For        Management
2.3   Elect  Director Mr. G.H.F. De Angulo+     For       For        Management
2.4   Elect  Director Mr. P.I.A. De Tejera+     For       For        Management
2.5   Elect  Director Enrique Used Aznar+       For       For        Management
2.6   Elect  Director G.V. Galarraga+           For       For        Management
2.7   Elect  Director Mr. J.M.A.P. Lopez#       For       For        Management
3     AUTHORIZATION TO ACQUIRE THE COMPANY S    For       For        Management
      OWN SHARES, EITHER DIRECTLY OR THROUGH
      GROUP COMPANIES.
4     DELEGATION TO THE BOARD OF DIRECTORS THE  For       For        Management
      POWER TO ISSUE DEBENTURES, BONDS, NOTES
      AND OTHER FIXED-INCOME SECURITIES.
5     REDUCTION IN SHARE CAPITAL BY MEANS OF    For       For        Management
      THE REPURCHASE OF THE COMPANY S OWN
      SHARES.
6     AMENDMENTS REGARDING THE GENERAL          For       For        Management
      SHAREHOLDERS  MEETING.
7     AMENDMENTS REGARDING PROXY-GRANTING AND   For       For        Management
      VOTING BY MEANS OF LONG-DISTANCE
      COMMUNICATION AND REMOTE ATTENDANCE.
8     AMENDMENTS REGARDING THE BOARD OF         For       For        Management
      DIRECTORS.
9     AMENDMENT OF ARTICLE 5 (POWERS OF THE     For       For        Management
      SHAREHOLDERS AT THE GENERAL SHAREHOLDERS
      MEETING).
10    AMENDMENTS RELATING TO THE CALL TO AND    For       For        Management
      PREPARATION OF THE GENERAL SHAREHOLDERS
      MEETING.
11    AMENDMENTS RELATING TO PROXY-GRANTING AND For       For        Management
      VOTING BY MEANS OF LONG-DISTANCE
      COMMUNICATION AND REMOTE ATTENDANCE.
12    OTHER AMENDMENTS: AMENDMENT OF ARTICLE 21 For       For        Management
      AND AMENDMENT OF ARTICLE 24.
13    DELEGATION OF POWERS TO FORMALIZE,        For       For        Management
      INTERPRET, CURE AND CARRY OUT THE
      RESOLUTIONS ADOPTED BY THE SHAREHOLDERS.


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

TIME WARNER CABLE INC

Ticker:       TWC            Security ID:  88732J108
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David C. Chang             For       For        Management
1.2   Elect Director James E. Copeland, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management


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

TIME WARNER TELECOM, INC.

Ticker:       TWTC           Security ID:  887319101
Meeting Date: JUN 6, 2007    Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Gregory J. Attorri         For       For        Management
1.2   Elect Director Spencer B. Hays            For       For        Management
1.3   Elect Director Larissa L. Herda           For       For        Management
1.4   Elect Director Kevin W. Mooney            For       For        Management
1.5   Elect Director Kirby G. Pickle            For       For        Management
1.6   Elect Director Roscoe C. Young, II        For       For        Management
2     Amend Articles/Bylaws/Charter-Restate     For       For        Management
      certificate of Incorporation to remove
      Class B common stock provisions.
3     Ratify Auditors                           For       For        Management


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

UGI CORP.

Ticker:       UGI            Security ID:  902681105
Meeting Date: FEB 27, 2007   Meeting Type: Annual
Record Date:  DEC 15, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director J.W. Stratton              For       For        Management
1.2   Elect Director S.D. Ban                   For       For        Management
1.3   Elect Director R.C. Gozon                 For       For        Management
1.4   Elect Director L.R. Greenberg             For       For        Management
1.5   Elect Director M.O. Schlanger             For       For        Management
1.6   Elect Director A. Pol                     For       For        Management
1.7   Elect Director E.E. Jones                 For       For        Management
1.8   Elect Director J.L. Walsh                 For       For        Management
1.9   Elect Director R.B. Vincent               For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James R. Barker            For       For        Management
2     Elect Director Richard L. Carrion         For       For        Management
3     Elect Director M. Frances Keeth           For       For        Management
4     Elect Director Robert W. Lane             For       For        Management
5     Elect Director Sandra O. Moose            For       For        Management
6     Elect Director Joseph Neubauer            For       For        Management
7     Elect Director Donald T. Nicolaisen       For       For        Management
8     Elect Director Thomas H. O'Brien          For       For        Management
9     Elect Director Clarence Otis, Jr.         For       For        Management
10    Elect Director Hugh B. Price              For       For        Management
11    Elect Director Ivan G. Seidenberg         For       For        Management
12    Elect Director Walter V. Shipley          For       Against    Management
13    Elect Director John W. Snow               For       For        Management
14    Elect Director John R. Stafford           For       Against    Management
15    Elect Director Robert D. Storey           For       For        Management
16    Ratify Auditors                           For       For        Management
17    Limit Executive Compensation              Against   Against    Shareholder
18    Eliminate or Restrict Severance           Against   Against    Shareholder
      Agreements (Change-in-Control)
19    Disclose Information on Compensation      Against   For        Shareholder
      Consultant
20    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officer's Compensation
21    Adopt Policy on Overboarded Director      Against   Against    Shareholder
22    Approve Terms of Existing Poison Pill     Against   Against    Shareholder
23    Report on Charitable Contributions        Against   Against    Shareholder


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

WILLIAMS COMPANIES, INC., THE

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Kathleen B. Cooper         For       For        Management
2     Elect Director William R. Granberry       For       For        Management
3     Elect Director Charles M. Lillis          For       For        Management
4     Elect Director William G. Lowrie          For       For        Management
5     Ratify Auditors                           For       For        Management
6     Approve Omnibus Stock Plan                For       For        Management
7     Approve Qualified Employee Stock Purchase For       For        Management
      Plan


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

WINDSTREAM CORP.

Ticker:       WIN            Security ID:  97381W104
Meeting Date: MAY 9, 2007    Meeting Type: Annual
Record Date:  MAR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel E. Beall, III       For       For        Management
1.2   Elect Director Dennis E. Foster           For       For        Management
1.3   Elect Director Francis X. Frantz          For       For        Management
1.4   Elect Director Jeffery R. Gardner         For       For        Management
1.5   Elect Director Jeffrey T. Hinson          For       For        Management
1.6   Elect Director Judy K. Jones              For       For        Management
1.7   Elect Director William A. Montgomery      For       For        Management
1.8   Elect Director Frank E. Reed              For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Stock Retention/Holding Period            Against   Against    Shareholder


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

WISCONSIN ENERGY CORP.

Ticker:       WEC            Security ID:  976657106
Meeting Date: MAY 3, 2007    Meeting Type: Annual
Record Date:  FEB 23, 2007

#     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 Patricia W. Chadwick       For       For        Management
1.5   Elect Director Robert A. Cornog           For       For        Management
1.6   Elect Director Curt S. Culver             For       For        Management
1.7   Elect Director Thomas J. Fischer          For       For        Management
1.8   Elect Director Gale E. Klappa             For       For        Management
1.9   Elect Director Ulice Payne Jr             For       For        Management
1.10  Elect Director Frederick P Stratton Jr    For       For        Management
2     Ratify Auditors                           For       For        Management


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

XCEL ENERGY INC.

Ticker:       XEL            Security ID:  98389B100
Meeting Date: MAY 23, 2007   Meeting Type: Annual
Record Date:  MAR 29, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director C. Coney Burgess           For       For        Management
1.2   Elect Director Fredric W. Corrigan        For       For        Management
1.3   Elect Director Richard K. Davis           For       Withhold   Management
1.4   Elect Director Roger R. Hemminghaus       For       For        Management
1.5   Elect Director A. Barry Hirschfeld        For       For        Management
1.6   Elect Director Richard C. Kelly           For       For        Management
1.7   Elect Director Douglas W. Leatherdale     For       For        Management
1.8   Elect Director Albert F. Moreno           For       For        Management
1.9   Elect Director Margaret R. Preska         For       For        Management
1.10  Elect Director A. Patricia Sampson        For       For        Management
1.11  Elect Director Richard H. Truly           For       For        Management
1.12  Elect Director David A. Westerlund        For       For        Management
1.13  Elect Director Timothy V. Wolf            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   Against    Shareholder
4     Pay For Superior Performance              Against   Against    Shareholder
========== END NPX REPORT


                                   SIGNATURES

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

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

By (Signature and Title):


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

Date August 28, 2007


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