UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF

REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-1940

Legg Mason Partners Appreciation Fund, Inc.

(Exact name of registrant as specified in charter)

125 BROAD STREET, NEW YORK, NEW YORK 10004

(Address of principal executive offices) (Zip code)

Robert I. Frenkel, Esq.

300 First Stamford Place, 2^nd Floor

Stamford, Connecticut 06902

(Name and address of agent for service)

Registrant’s telephone number, including area code: 203-703-7046

Date of fiscal year end: 12/31    

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

Item 1. Proxy Voting Record

A report may indicate that the Adviser or Subadviser, as the case may be, “did not vote” on a particular proposal. No vote was entered for a proposal where (a) certain restrictions or pre-conditions on voting may, if followed, have adversely affected investment management of the fund’s portfolio holdings, such as “share blocking rules” that prohibit sales during the shareholder solicitation and voting process, (b) potential material conflicts of interest arising from proxy proposals were identified by the Proxy Voting Committee, (c) administrative or operational constraints impeded the ability to cast a timely vote, such as late receipt of proxy voting information, and/or (d) systems or processing errors occurred (including errors by third party vendors).

Prior to April 7, 2006, the fund was named Smith Barney Appreciation Fund Inc.

As part of a number of initiatives to restructure and streamline the Legg Mason Partners fund complex, Legg Mason Partners Appreciation Fund assumed the assets and liabilities of a predecessor fund with the same name effective April 16, 2007. On that date, the fund became a series of Legg Mason Partners Equity Trust. Prior thereto, the fund was named Legg Mason Partners Appreciation Fund, Inc. The information in this filing relating to the fund prior to April 16, 2007 refers to the fund’s predecessor.

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

ICA File Number: 811-01940
Reporting Period: 07/01/2006 - 06/30/2007
Smith Barney Appreciation Fund Inc.









==================== LEGG MASON PARTNERS APPRECIATION FUND =====================


3COM CORP.

Ticker:       COMS           Security ID:  885535104
Meeting Date: SEP 20, 2006   Meeting Type: Annual
Record Date:  AUG 4, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eric A. Benhamou           For       For        Management
1.2   Elect Director Gary T. Dicamillo          For       For        Management
1.3   Elect Director James R. Long              For       For        Management
1.4   Elect Director Raj Reddy                  For       For        Management
2     Ratify Auditors                           For       For        Management


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3M CO

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

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


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ACCENTURE LTD BERMUDA

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

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


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AFLAC INCORPORATED

Ticker:       AFL            Security ID:  001055102
Meeting Date: MAY 7, 2007    Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Daniel P. Amos             For       For        Management
1.2   Elect Director John Shelby Amos, II       For       For        Management
1.3   Elect Director Paul S. Amos, II           For       For        Management
1.4   Elect Director Yoshiro Aoki               For       For        Management
1.5   Elect Director Michael H. Armacost        For       For        Management
1.6   Elect Director Kriss Cloninger, III       For       For        Management
1.7   Elect Director Joe Frank Harris           For       For        Management
1.8   Elect Director Elizabeth J. Hudson        For       For        Management
1.9   Elect Director Kenneth S. Janke, Sr.      For       For        Management
1.10  Elect Director Douglas W. Johnson         For       For        Management
1.11  Elect Director Robert B. Johnson          For       For        Management
1.12  Elect Director Charles B. Knapp           For       For        Management
1.13  Elect Director E. Stephen Purdom, M.D.    For       For        Management
1.14  Elect Director Barbara K. Rimer, Ph.D.    For       For        Management
1.15  Elect Director Marvin R. Schuster         For       For        Management
1.16  Elect Director David Gary Thompson        For       For        Management
1.17  Elect Director Robert L. Wright           For       For        Management
2     Ratify Auditors                           For       For        Management


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AGERE SYSTEMS INC

Ticker:       AGR            Security ID:  00845V308
Meeting Date: MAR 29, 2007   Meeting Type: Annual
Record Date:  FEB 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve Merger Agreement                  For       For        Management
2.1   Elect Director Richard L. Clemmer         For       For        Management
2.2   Elect Director Michael J. Mancuso         For       For        Management
2.3   Elect Director Kari-Pekka Wilska          For       For        Management
3     Amend Executive Incentive Bonus Plan      For       For        Management
4     Ratify Auditors                           For       For        Management


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ALLTEL CORP.

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

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


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AMERICAN EXPRESS CO.

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

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


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AMERICAN INTERNATIONAL GROUP, INC.

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

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


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AMGEN, INC.

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

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


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AUTOMATIC DATA PROCESSING, INC.

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

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


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BANK OF AMERICA CORP.

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

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


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670108
Meeting Date: MAY 5, 2007    Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren E. Buffett          For       For        Management
1.2   Elect Director Charles T. Munger          For       For        Management
1.3   Elect Director Howard G. Buffett          For       For        Management
1.4   Elect Director Susan L. Decker            For       For        Management
1.5   Elect Director William H. Gates III       For       For        Management
1.6   Elect Director David S. Gottesman         For       For        Management
1.7   Elect Director Charlotte Guyman           For       For        Management
1.8   Elect Director Donald R. Keough           For       For        Management
1.9   Elect Director Thomas S. Murphy           For       For        Management
1.10  Elect Director Ronald L. Olson            For       For        Management
1.11  Elect Director Walter Scott, Jr.          For       For        Management
2     Prohibit Investments in Foreign           Against   Against    Shareholder
      Corporations Operating in Markets
      Embargoed by the United States Government


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670108
Meeting Date: MAY 5, 2007    Meeting Type: Annual
Record Date:  MAR 6, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Warren E. Buffett          For       For        Management
1.2   Elect Director Charles T. Munger          For       For        Management
1.3   Elect Director Howard G. Buffett          For       For        Management
1.4   Elect Director Susan L. Decker            For       For        Management
1.5   Elect Director William H. Gates, III      For       For        Management
1.6   Elect Director David S. Gottesman         For       For        Management
1.7   Elect Director Charlotte Guyman           For       For        Management
1.8   Elect Director Donald R. Keough           For       For        Management
1.9   Elect Director Thomas S. Murphy           For       For        Management
1.10  Elect Director Ronald L. Olson            For       For        Management
1.11  Elect Director Walter Scott, Jr.          For       For        Management
2     Prohibit Investment in Foreign            Against   Against    Shareholder
      Corporations that Operate in Regions
      Embargoed by the U.S. Government


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BP PLC

Ticker:       BP             Security ID:  055622104
Meeting Date: APR 12, 2007   Meeting Type: Annual
Record Date:  FEB 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     TO RECEIVE THE DIRECTORS  ANNUAL REPORT   For       For        Management
      AND ACCOUNTS
2     TO APPROVE THE DIRECTORS  REMUNERATION    For       For        Management
      REPORT
3.1   Elect  Director Dr D C Allen              For       For        Management
3.2   Elect  Director Lord Browne               For       For        Management
3.3   Elect  Director Mr A Burgmans             For       For        Management
3.4   Elect  Director Sir William Castell       For       For        Management
3.5   Elect  Director Mr I C Conn               For       For        Management
3.6   Elect  Director Mr E B Davis, Jr          For       For        Management
3.7   Elect  Director Mr D J Flint              For       For        Management
3.8   Elect  Director Dr B E Grote              For       For        Management
3.9   Elect  Director Dr A B Hayward            For       For        Management
3.10  Elect  Director Mr A G Inglis             For       For        Management
3.11  Elect  Director Dr D S Julius             For       For        Management
3.12  Elect  Director Sir Tom Mckillop          For       For        Management
3.13  Elect  Director Mr J A Manzoni            For       For        Management
3.14  Elect  Director Dr W E Massey             For       For        Management
3.15  Elect  Director Sir Ian Prosser           For       For        Management
3.16  Elect  Director Mr P D Sutherland         For       For        Management
4     Ratify Auditors                           For       For        Management
5     TO GIVE LIMITED AUTHORITY TO MAKE         For       For        Management
      POLITICAL DONATIONS AND INCUR POLITICAL
      EXPENDITURE
6     TO AUTHORIZE THE USE OF ELECTRONIC        For       For        Management
      COMMUNICATIONS
7     SPECIAL RESOLUTION: TO GIVE LIMITED       For       For        Management
      AUTHORITY FOR THE PURCHASE OF ITS OWN
      SHARES BY THE COMPANY
8     TO GIVE AUTHORITY TO ALLOT SHARES UP TO A For       For        Management
      SPECIFIED AMOUNT
9     SPECIAL RESOLUTION: TO GIVE AUTHORITY TO  For       For        Management
      ALLOT A LIMITED NUMBER OF SHARES FOR CASH
      FREE OF PRE-EMPTION RIGHTS


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BROOKLINE BANCORP, INC.

Ticker:       BRKL           Security ID:  11373M107
Meeting Date: APR 19, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David C. Chapin            For       For        Management
1.2   Elect Director John A. Hackett            For       For        Management
1.3   Elect Director John L. Hall, II           For       For        Management
1.4   Elect Director Hollis W. Plimpton, Jr.    For       For        Management
1.5   Elect Director Rosamond B. Vaule          For       For        Management
2     Ratify Auditors                           For       For        Management


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CADBURY SCHWEPPES PLC

Ticker:       CSG            Security ID:  127209302
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  APR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     FINANCIAL STATEMENTS                      For       For        Management
2     DECLARATION OF FINAL DIVIDEND 2006        For       For        Management
3     DIRECTORS  REMUNERATION REPORT            For       For        Management
4     RE-APPOINTMENT OF SIR JOHN SUNDERLAND     For       For        Management
5     RE-APPOINTMENT OF ROSEMARY THORNE         For       For        Management
6     RE-APPOINTMENT OF DAVID THOMPSON          For       For        Management
7     RE-APPOINTMENT OF SANJIV AHUJA            For       For        Management
8     RE-APPOINTMENT OF RAYMOND VIAULT          For       For        Management
9     Ratify Auditors                           For       For        Management
10    REMUNERATION OF AUDITORS                  For       For        Management
11    APPROVE PROPOSED AMENDMENTS TO THE GROUP  For       For        Management
      SHARE PLANS
12    AUTHORITY TO ALLOT RELEVANT SECURITIES    For       For        Management
13    AUTHORITY TO SERVE COMMUNICATIONS BY      For       For        Management
      ELECTRONIC MEANS
14    AUTHORITY TO ALLOT EQUITY SECURITIES      For       For        Management
15    AUTHORITY TO MAKE MARKET PURCHASES        For       For        Management


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CANADIAN NATURAL RESOURCES LTD.

Ticker:       CNQ            Security ID:  136385101
Meeting Date: MAY 3, 2007    Meeting Type: Annual/Special
Record Date:  MAR 14, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Catherine M. Best          For       For        Management
1.2   Elect Director N. Murray Edwards          For       For        Management
1.3   Elect Director Gary A. Filmon             For       For        Management
1.4   Elect Director Gordon D. Giffin           For       For        Management
1.5   Elect Director John G. Langille           For       For        Management
1.6   Elect Director Steve W. Laut              For       For        Management
1.7   Elect Director Keith A.J. MacPhail        For       For        Management
1.8   Elect Director Allan P. Markin            For       For        Management
1.9   Elect Director Norman F. McIntyre         For       For        Management
1.10  Elect Director Frank J. McKenna           For       For        Management
1.11  Elect Director James S. Palmer            For       For        Management
1.12  Elect Director Eldon R. Smith             For       For        Management
1.13  Elect Director David A. Tuer              For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors
3     Amend Stock Option Plan                   For       For        Management


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CIMAREX ENERGY CO

Ticker:       XEC            Security ID:  171798101
Meeting Date: MAY 16, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Cortlandt S. Dietler       For       For        Management
1.2   Elect Director Hans Helmerich             For       For        Management
1.3   Elect Director Monroe W. Robertson        For       For        Management
2     Ratify Auditors                           For       For        Management


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CISCO SYSTEMS, INC.

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

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


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COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 31, 2007   Meeting Type: Annual
Record Date:  NOV 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Benjamin S. Carson         For       For        Management
1.2   Elect Director William H. Gates           For       For        Management
1.3   Elect Director Hamilton E. James          For       For        Management
1.4   Elect Director Jill S. Ruckelshaus        For       For        Management
2     Ratify Auditors                           For       For        Management


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COVANTA HOLDING CORP.

Ticker:       CVA            Security ID:  22282E102
Meeting Date: NOV 16, 2006   Meeting Type: Special
Record Date:  OCT 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Company-Specific--Organization-Related    For       For        Management
2     Company-Specific--Organization-Related    For       Against    Management


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COVANTA HOLDING CORP.

Ticker:       CVA            Security ID:  22282E102
Meeting Date: MAY 30, 2007   Meeting Type: Annual
Record Date:  APR 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David M. Barse             For       For        Management
1.2   Elect Director Ronald J. Broglio          For       For        Management
1.3   Elect Director Peter C.B. Bynoe           For       For        Management
1.4   Elect Director Richard L. Huber           For       For        Management
1.5   Elect Director Anthony J. Orlando         For       For        Management
1.6   Elect Director William C. Pate            For       For        Management
1.7   Elect Director Robert S. Silberman        For       For        Management
1.8   Elect Director Jean Smith                 For       For        Management
1.9   Elect Director Clayton Yeutter            For       For        Management
1.10  Elect Director Samuel Zell                For       For        Management
2     Ratify Auditors                           For       For        Management


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CYTEC INDUSTRIES INC.

Ticker:       CYT            Security ID:  232820100
Meeting Date: APR 19, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Chris A. Davis             For       For        Management
1.2   Elect Director Louis L. Hoynes, Jr.       For       For        Management
1.3   Elect Director William P. Powell          For       For        Management
2     Ratify Auditors                           For       For        Management


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DEVON ENERGY CORP.

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 6, 2007    Meeting Type: Annual
Record Date:  APR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Thomas F. Ferguson         For       For        Management
1.2   Elect Director David M. Gavrin            For       For        Management
1.3   Elect Director John Richels               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


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

E.I. DU PONT DE NEMOURS & CO.

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard H. Brown           For       For        Management
1.2   Elect Director Robert A. Brown            For       For        Management
1.3   Elect Director Bertrand P. Collomb        For       For        Management
1.4   Elect Director Curtis J. Crawford         For       For        Management
1.5   Elect Director John T. Dillon             For       For        Management
1.6   Elect Director Eleuthere I. du Pont       For       For        Management
1.7   Elect Director Charles O. Holliday, Jr.   For       For        Management
1.8   Elect Director Lois D. Juliber            For       For        Management
1.9   Elect Director Masahisa Naitoh            For       For        Management
1.10  Elect Director Sean O'Keefe               For       For        Management
1.11  Elect Director William K. Reilly          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Report on Genetically Modified Organisms  Against   Against    Shareholder
5     Evaluate Community Impact of Plant        Against   Against    Shareholder
      Closures or Layoffs
6     Report on PFOA Compounds in DuPont        Against   Against    Shareholder
      Products
7     Report on Lobbying Expenditures related   Against   Against    Shareholder
      to Environmental Pollution
8     Prepare a Global Warming Report           Against   Against    Shareholder
9     Report on Security of Chemical Facilities Against   Against    Shareholder


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

EBAY INC.

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

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


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

ECHOSTAR COMMUNICATIONS CORP.

Ticker:       DISH           Security ID:  278762109
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James DeFranco             For       Withhold   Management
1.2   Elect Director Michael T. Dugan           For       Withhold   Management
1.3   Elect Director Cantey Ergen               For       Withhold   Management
1.4   Elect Director Charles W. Ergen           For       Withhold   Management
1.5   Elect Director Steven R. Goodbarn         For       For        Management
1.6   Elect Director Gary S. Howard             For       For        Management
1.7   Elect Director David K. Moskowitz         For       Withhold   Management
1.8   Elect Director Tom A. Ortolf              For       For        Management
1.9   Elect Director C.Michael Schroeder        For       For        Management
1.10  Elect Director Carl E. Vogel              For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Other Business                            For       For        Management


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

ELI LILLY AND CO.

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

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


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

EMC CORP.

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

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


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

ENCANA CORPORATION

Ticker:       ECA            Security ID:  292505104
Meeting Date: APR 25, 2007   Meeting Type: Annual/Special
Record Date:  MAR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ralph S. Cunningham        For       For        Management
1.2   Elect Director Patrick D. Daniel          For       For        Management
1.3   Elect Director Ian W. Delaney             For       For        Management
1.4   Elect Director Randall K. Eresman         For       For        Management
1.5   Elect Director Michael A. Grandin         For       For        Management
1.6   Elect Director Barry W. Harrison          For       For        Management
1.7   Elect Director Dale A. Lucas              For       For        Management
1.8   Elect Director Ken F. McCready            For       For        Management
1.9   Elect Director Valerie A.A. Nielsen       For       For        Management
1.10  Elect Director David P. O'Brien           For       For        Management
1.11  Elect Director Jane L. Peverett           For       For        Management
1.12  Elect Director Allan P. Sawin             For       For        Management
1.13  Elect Director Dennis A. Sharp            For       For        Management
1.14  Elect Director James M. Stanford          For       For        Management
1.15  Elect Director Wayne G. Thomson           For       For        Management
2     Approve PricewaterhouseCoopers LLP as     For       For        Management
      Auditors and Authorize Board to Fix
      Remuneration of Auditors
3     Approve Shareholder Rights Plan           For       For        Management
4     Amend Employee Stock Option Plan          For       For        Management
5     Amend Employee Stock Option Plan          For       For        Management


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

EXXON MOBIL CORP.

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

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


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

FLORIDA EAST COAST INDUSTRIES, INC.

Ticker:       FLA            Security ID:  340632108
Meeting Date: MAY 31, 2007   Meeting Type: Annual
Record Date:  APR 13, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Armando Codina             For       For        Management
1.2   Elect Director David M. Foster            For       For        Management
1.3   Elect Director Adolfo Henriques           For       For        Management
1.4   Elect Director Gilbert H. Lamphere        For       For        Management
1.5   Elect Director Joseph Nemec               For       For        Management
1.6   Elect Director Jorge Perez                For       For        Management
1.7   Elect Director Wellford L. Sanders, Jr    For       For        Management
1.8   Elect Director Rosa Sugranes              For       For        Management
1.9   Elect Director George R. Zoffinger        For       For        Management
2     Ratify Auditors                           For       For        Management


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

FOREST CITY ENTERPRISES, INC.

Ticker:       FCE.A          Security ID:  345550107
Meeting Date: JUN 21, 2007   Meeting Type: Annual
Record Date:  APR 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael P. Esposito, Jr    For       For        Management
1.2   Elect Director Joan K. Shafran            For       Withhold   Management
1.3   Elect Director Louis Stokes               For       For        Management
1.4   Elect Director Stan Ross                  For       For        Management
2     Ratify Auditors                           For       For        Management


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

FREESCALE SEMICONDUCTOR, INC.

Ticker:       FSL            Security ID:  35687M206
Meeting Date: NOV 13, 2006   Meeting Type: Special
Record Date:  OCT 18, 2006

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


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

GANNETT CO., INC.

Ticker:       GCI            Security ID:  364730101
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Charles B. Fruit           For       For        Management
1.2   Elect Director Arthur H. Harper           For       For        Management
1.3   Elect Director John Jeffry Louis          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Company Specific-Governance               Against   Against    Shareholder
      Related--Require Chairman to be
      Independent


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

GENENTECH, INC.

Ticker:       DNA            Security ID:  368710406
Meeting Date: APR 20, 2007   Meeting Type: Annual
Record Date:  FEB 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Herbert W. Boyer, Ph.D.    For       For        Management
1.2   Elect Director William M. Burns           For       Withhold   Management
1.3   Elect Director Erich Hunziker, Ph.D.      For       Withhold   Management
1.4   Elect Director Jonathan K.C. Knowles,     For       Withhold   Management
      Ph.D.
1.5   Elect Director Arthur D. Levinson, Ph.D.  For       Withhold   Management
1.6   Elect Director Debra L. Reed              For       For        Management
1.7   Elect Director Charles A. Sanders, M.D.   For       For        Management
2     Ratify Auditors                           For       For        Management


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

GENERAL ELECTRIC CO.

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

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


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

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 25, 2006   Meeting Type: Annual
Record Date:  JUL 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Paul Danos                 For       For        Management
1.2   Elect Director William T. Esrey           For       For        Management
1.3   Elect Director Raymond V. Gilmartin       For       For        Management
1.4   Elect Director Judith Richards Hope       For       For        Management
1.5   Elect Director Heidi G. Miller            For       For        Management
1.6   Elect Director H. Ochoa-Brillembourg      For       For        Management
1.7   Elect Director Steve Odland               For       For        Management
1.8   Elect Director Kendall J. Powell          For       For        Management
1.9   Elect Director Michael D. Rose            For       For        Management
1.10  Elect Director Robert L. Ryan             For       For        Management
1.11  Elect Director Stephen W. Sanger          For       For        Management
1.12  Elect Director A. Michael Spence          For       For        Management
1.13  Elect Director Dorothy A. Terrell         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Stock       For       For        Management
      Option Plan
4     Label Genetically Modified Ingredients    Against   Against    Shareholder


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

GOLDMAN SACHS GROUP, INC., THE

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

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


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

GOOGLE INC

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

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


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

H. J. HEINZ CO.

Ticker:       HNZ            Security ID:  423074103
Meeting Date: AUG 16, 2006   Meeting Type: Proxy Contest
Record Date:  JUN 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W.R. Johnson               For       For        Management
1.2   Elect Director C.E. Bunch                 For       For        Management
1.3   Elect Director M.C. Choksi                For       For        Management
1.4   Elect Director L.S. Coleman, Jr.          For       For        Management
1.5   Elect Director P.H. Coors                 For       For        Management
1.6   Elect Director J.G. Drosdick              For       For        Management
1.7   Elect Director E.E. Holiday               For       For        Management
1.8   Elect Director C. Kendle                  For       For        Management
1.9   Elect Director D.R. O'Hare                For       For        Management
1.10  Elect Director D.H. Reilley               For       For        Management
1.11  Elect Director L.C. Swann                 For       For        Management
1.12  Elect Director T.J. Usher                 For       For        Management
2     Ratify Auditors                           For       For        Management
1.1   Elect Director Nelson Peltz               For       Did Not    Management
                                                          Vote
1.2   Elect Director Peter W. May               For       Did Not    Management
                                                          Vote
1.3   Elect Director Edward P. Garden           For       Did Not    Management
                                                          Vote
1.4   Elect Director Greg Norman                For       Did Not    Management
                                                          Vote
1.5   Elect Director Michael F. Weinstein       For       Did Not    Management
                                                          Vote
1.6   Elect Director William Johnson            For       Did Not    Management
                                                          Vote
1.7   Elect Director Leonard S. Coleman         For       Did Not    Management
                                                          Vote
1.8   Elect Director Edith E. Holiday           For       Did Not    Management
                                                          Vote
1.9   Elect Director Candace Kendle             For       Did Not    Management
                                                          Vote
1.10  Elect Director Dean R. O' Hare            For       Did Not    Management
                                                          Vote
1.11  Elect Director Lynn C. Swann              For       Did Not    Management
                                                          Vote
1.12  Elect Director Thomas J. Usher            For       Did Not    Management
                                                          Vote
2     Amend Articles/Repeal Certain Amendments  For       Did Not    Management
      to By-Laws                                          Vote
3     Ratify Auditors                           For       Did Not    Management
                                                          Vote


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

HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director David H. Batchelder        For       For        Management
2     Elect Director Francis S. Blake           For       For        Management
3     Elect Director Gregory D. Brenneman       For       For        Management
4     Elect Director John L. Clendenin          For       For        Management
5     Elect Director Claudio X. Gonzalez        For       For        Management
6     Elect Director Milledge A. Hart, III      For       For        Management
7     Elect Director Bonnie G. Hill             For       For        Management
8     Elect Director Laban P. Jackson, Jr.      For       For        Management
9     Elect Director Helen Johnson-Leipold      For       For        Management
10    Elect Director Lawrence R. Johnston       For       For        Management
11    Elect Director Kenneth G. Langone         For       For        Management
12    Ratify Auditors                           For       For        Management
13    Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote
14    Prepare Employment Diversity Report       Against   Against    Shareholder
15    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
16    Claw-back of Payments under Restatements  Against   Against    Shareholder
17    Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote
18    Performance-Based Equity Awards           Against   Against    Shareholder
19    Pay for Superior Performance              Against   Against    Shareholder
20    Affirm Political Non-partisanship         Against   Against    Shareholder
21    Separate Chairman and CEO Positions       Against   Against    Shareholder


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

HONEYWELL INTERNATIONAL, INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 23, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Gordon M. Bethune          For       For        Management
2     Elect Director Jaime Chico Pardo          For       For        Management
3     Elect Director David M. Cote              For       For        Management
4     Elect Director D. Scott Davis             For       For        Management
5     Elect Director Linnet F. Deily            For       For        Management
6     Elect Director Clive R. Hollick           For       For        Management
7     Elect Director James J. Howard            For       For        Management
8     Elect Director Ivan G. Seidenberg         For       For        Management
9     Elect Director Bradley T. Sheares         For       For        Management
10    Elect Director Eric K. Shinseki           For       For        Management
11    Elect Director John R. Stafford           For       For        Management
12    Elect Director Michael W. Wright          For       For        Management
13    Ratify Auditors                           For       For        Management
14    Approve Nonqualified Employee Stock       For       For        Management
      Purchase Plan
15    Claw-back of Payments under Restatements  Against   Against    Shareholder
16    Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
17    Amend Articles/Bylaws/Charter -- Call     Against   For        Shareholder
      Special Meetings
18    Remove Six Sigma Terminology              Against   Against    Shareholder


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

HUDSON CITY BANCORP, INC.

Ticker:       HCBK           Security ID:  443683107
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William J. Cosgrove        For       For        Management
1.2   Elect Director Donald O. Quest, M.D.      For       For        Management
1.3   Elect Director Joseph G. Sponholz         For       For        Management
2     Ratify Auditors                           For       For        Management


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

INTEL CORP.

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

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


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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 24, 2007   Meeting Type: Annual
Record Date:  FEB 23, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Cathleen Black             For       For        Management
1.2   Elect Director Kenneth I. Chenault        For       For        Management
1.3   Elect Director Juergen Dormann            For       For        Management
1.4   Elect Director Michael L. Eskew           For       For        Management
1.5   Elect Director Shirley Ann Jackson        For       For        Management
1.6   Elect Director Minoru Makihara            For       For        Management
1.7   Elect Director Lucio A. Noto              For       For        Management
1.8   Elect Director James W. Owens             For       For        Management
1.9   Elect Director Samuel J. Palmisano        For       For        Management
1.10  Elect Director Joan E. Spero              For       For        Management
1.11  Elect Director Sidney Taurel              For       For        Management
1.12  Elect Director Lorenzo H. Zambrano        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Reduce Supermajority Vote Requirement     For       For        Management
6     Reduce Supermajority Vote Requirement     For       For        Management
7     Restore or Provide for Cumulative Voting  Against   For        Shareholder
8     Evaluate Age Discrimination in Retirement Against   Against    Shareholder
      Plans
9     Review Executive Compensation             Against   For        Shareholder
10    Report on Outsourcing                     Against   Against    Shareholder
11    Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

JOHNSON & JOHNSON

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mary Sue Coleman           For       For        Management
1.2   Elect Director James G. Cullen            For       For        Management
1.3   Elect Director Michael M.E. Johns         For       For        Management
1.4   Elect Director Arnold G. Langbo           For       For        Management
1.5   Elect Director Susan L. Lindquist         For       For        Management
1.6   Elect Director Leo F. Mullin              For       For        Management
1.7   Elect Director Christine A. Poon          For       For        Management
1.8   Elect Director Charles Prince             For       For        Management
1.9   Elect Director Steven S Reinemund         For       For        Management
1.10  Elect Director David Satcher              For       For        Management
1.11  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote


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

JPMORGAN CHASE & CO.

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

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Crandall C. Bowles         For       For        Management
1.2   Elect Director Stephen B. Burke           For       For        Management
1.3   Elect Director James S. Crown             For       For        Management
1.4   Elect Director James Dimon                For       For        Management
1.5   Elect Director Ellen V. Futter            For       For        Management
1.6   Elect Director William H. Gray, III       For       For        Management
1.7   Elect Director Laban P. Jackson, Jr.      For       For        Management
1.8   Elect Director Robert I. Lipp             For       For        Management
1.9   Elect Director David C. Novak             For       For        Management
1.10  Elect Director Lee R. Raymond             For       For        Management
1.11  Elect Director William C. Weldon          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Put Repricing of Stock Options to         Against   Against    Shareholder
      Shareholder Vote
4     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
5     Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
6     Separate Chairman and CEO Positions       Against   Against    Shareholder
7     Provide for Cumulative Voting             Against   Against    Shareholder
8     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
9     Report on Political Contributions         Against   Against    Shareholder
10    Report on Management Initiatives to       Against   Against    Shareholder
      Address Links to Slavery and Human Rights
      Abuse


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

JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 21, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert M. Calderoni        For       For        Management
1.2   Elect Director Pradeep Sindhu             For       For        Management
2     Ratify Auditors                           For       For        Management


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

KIMBERLY-CLARK CORP.

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director James M. Jenness           For       For        Management
2     Elect Director Linda Johnson Rice         For       For        Management
3     Elect Director Marc J. Shapiro            For       For        Management
4     Ratify Auditors                           For       For        Management
5     Declassify the Board of Directors         For       For        Management
6     Adopt Simple Majority Vote                Against   For        Shareholder
7     Adopt ILO Standards                       Against   Against    Shareholder
8     Report on Feasibility of Phasing Out the  Against   Against    Shareholder
      Use of Non-certified Wood Fiber


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

MARCUS CORP., THE

Ticker:       MCS            Security ID:  566330106
Meeting Date: OCT 4, 2006    Meeting Type: Annual
Record Date:  AUG 4, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Stephen H. Marcus          For       Withhold   Management
1.2   Elect Director Diane Marcus Gershowitz    For       Withhold   Management
1.3   Elect Director Daniel F. McKeithan, Jr.   For       For        Management
1.4   Elect Director Allan H. Selig             For       Withhold   Management
1.5   Elect Director Timothy E. Hoeksema        For       For        Management
1.6   Elect Director Bruce J. Olson             For       Withhold   Management
1.7   Elect Director Philip L. Milstein         For       For        Management
1.8   Elect Director Bronson J. Haase           For       For        Management
1.9   Elect Director James D. Ericson           For       For        Management
1.10  Elect Director Gregory S. Marcus          For       Withhold   Management


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

MARSH & MCLENNAN COMPANIES, INC.

Ticker:       MMC            Security ID:  571748102
Meeting Date: MAY 17, 2007   Meeting Type: Annual
Record Date:  MAR 20, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Zachary W. Carter          For       For        Management
2     Elect Director Oscar Fanjul               For       For        Management
3     Ratify Auditors                           For       For        Management
4     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
5     Report on Political Contributions         Against   Against    Shareholder


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

MASCO CORPORATION

Ticker:       MAS            Security ID:  574599106
Meeting Date: MAY 8, 2007    Meeting Type: Annual
Record Date:  MAR 15, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Dennis W. Archer           For       For        Management
2     Elect Director Anthony F. Earley, Jr.     For       For        Management
3     Elect Director Lisa A. Payne              For       For        Management
4     Elect Director Peter A. Dow               For       For        Management
5     Ratify Auditors                           For       For        Management


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

MCDONALD'S CORP.

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 24, 2007   Meeting Type: Annual
Record Date:  MAR 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Edward A. Brennan          For       For        Management
2     Elect Director Walter E. Massey           For       For        Management
3     Elect Director John W. Rogers, Jr.        For       For        Management
4     Elect Director Roger W. Stone             For       For        Management
5     Ratify Auditors                           For       For        Management
6     Label Genetically Modified Organisms      Against   Against    Shareholder
7     Adopt and Implement ILO Based Code of     Against   Against    Shareholder
      Conduct


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

MEDTRONIC, INC.

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

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


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

MEMC ELECTRONIC MATERIALS, INC.

Ticker:       WFR            Security ID:  552715104
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 1, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director John Marren                For       Withhold   Management
1.2   Elect Director William E. Stevens         For       For        Management
1.3   Elect Director James B. Williams          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management


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

MEREDITH CORP.

Ticker:       MDP            Security ID:  589433101
Meeting Date: NOV 8, 2006    Meeting Type: Annual
Record Date:  SEP 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Herbert M. Baum            For       For        Management
1.2   Elect Director James R. Craigie           For       For        Management
1.3   Elect Director Frederick B. Henry         For       For        Management
1.4   Elect Director William T. Kerr            For       For        Management


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

MERRILL LYNCH & CO., INC.

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

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


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 14, 2006   Meeting Type: Annual
Record Date:  SEP 8, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director William H. Gates, III      For       For        Management
2     Elect Director Steven A. Ballmer          For       For        Management
3     Elect Director James I. Cash, Jr., Ph.D.  For       For        Management
4     Elect Director Dina Dublon                For       For        Management
5     Elect Director Raymond V. Gilmartin       For       For        Management
6     Elect Director David F. Marquardt         For       For        Management
7     Elect Director Charles H. Noski           For       For        Management
8     Elect Director Helmut Panke               For       For        Management
9     Elect Director Jon A. Shirley             For       For        Management
10    Ratify Auditors                           For       For        Management
11    Cease Product Sales that Can Be Used to   Against   Against    Shareholder
      Violate Human Rights
12    Amend EEO Statement to Not Reference      Against   Against    Shareholder
      Sexual Orientation
13    Establish Shareholder Advisory Committee  Against   Against    Shareholder


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

MOTOROLA, INC.

Ticker:       MOT            Security ID:  620076109
Meeting Date: MAY 7, 2007    Meeting Type: Proxy Contest
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Zander                  For       Did Not    Management
                                                          Vote
1.2   Elect Director D. Dorman                  For       Did Not    Management
                                                          Vote
1.3   Elect Director J. Lewent                  For       Did Not    Management
                                                          Vote
1.4   Elect Director T. Meredith                For       Did Not    Management
                                                          Vote
1.5   Elect Director N. Negroponte              For       Did Not    Management
                                                          Vote
1.6   Elect Director S. Scott, III              For       Did Not    Management
                                                          Vote
1.7   Elect Director R. Sommer                  For       Did Not    Management
                                                          Vote
1.8   Elect Director J. Stengel                 For       Did Not    Management
                                                          Vote
1.9   Elect Director D. Warner, III             For       Did Not    Management
                                                          Vote
1.10  Elect Director J. White                   For       Did Not    Management
                                                          Vote
1.11  Elect Director M. White                   For       Did Not    Management
                                                          Vote
2     Amend Qualified Employee Stock Purchase   For       Did Not    Management
      Plan                                                Vote
3     Advisory Vote to Ratify Named Executive   Against   Did Not    Shareholder
      Officers' Compensation                              Vote
4     Claw-back of Payments under Restatements  Against   Did Not    Shareholder
                                                          Vote
1.1   Elect Director Carl C. Icahn              For       For        Management
1.2   Elect Director E. Zander                  For       For        Management
1.3   Elect Director D. Dorman                  For       For        Management
1.4   Elect Director J. Lewent                  For       For        Management
1.5   Elect Director T. Meredith                For       For        Management
1.6   Elect Director N. Negroponte              For       For        Management
1.7   Elect Director S. Scott, III              For       For        Management
1.8   Elect Director R. Sommer                  For       For        Management
1.9   Elect Director J. Stengel                 For       For        Management
1.10  Elect Director D. Warner, III             For       For        Management
1.11  Elect Director M. White                   For       For        Management
2     Amend Qualified Employee Stock Purchase   None      For        Management
      Plan
3     Advisory Vote to Ratify Named Executive   For       For        Shareholder
      Officers' Compensation
4     Claw-back of Payments under Restatements  None      For        Shareholder


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

NABORS INDUSTRIES, LTD.

Ticker:       NBR            Security ID:  G6359F103
Meeting Date: JUN 5, 2007    Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect  Director Alexander M. Knaster      For       For        Management
1.2   Elect  Director James L. Payne            For       For        Management
1.3   Elect  Director Hans W. Schmidt           For       For        Management
2     Ratify Auditors                           For       For        Management
3     SHAREHOLDER PROPOSAL TO PERMIT            Against   For        Shareholder
      SHAREHOLDERS TO VOTE ON AN ADVISORY
      RESOLUTION TO RATIFY THE COMPENSATION OF
      THE NAMED EXECUTIVE OFFICERS OF THE
      COMPANY.
4     SHAREHOLDER PROPOSAL TO ADOPT A PAY FOR   Against   Against    Shareholder
      SUPERIOR PERFORMANCE STANDARD IN THE
      COMPANY S EXECUTIVE COMPENSATION PLAN FOR
      SENIOR EXECUTIVES.


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

PEPSICO, INC.

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

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


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

PFIZER INC.

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

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


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

PITNEY BOWES INC.

Ticker:       PBI            Security ID:  724479100
Meeting Date: MAY 14, 2007   Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Linda G. Alvarado          For       For        Management
1.2   Elect Director Ernie Green                For       For        Management
1.3   Elect Director John S. McFarlane          For       For        Management
1.4   Elect Director Eduardo R. Menasce         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Require Majority Vote to Elect Directors  For       For        Management
      in an Uncontested Election


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

PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 19, 2007   Meeting Type: Annual
Record Date:  FEB 16, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James G. Berges            For       For        Management
1.2   Elect Director Erroll B. Davis, Jr.       For       For        Management
1.3   Elect Director Victoria F. Haynes         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles/Bylaws/Charter General     For       For        Management
      Matters
4     Eliminate Cumulative Voting               For       Against    Management
5     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

PROCTER & GAMBLE COMPANY, THE

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

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


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

QUALCOMM INC.

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 13, 2007   Meeting Type: Annual
Record Date:  JAN 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barbara T. Alexander       For       For        Management
1.2   Elect Director Raymond V. Dittamore       For       For        Management
1.3   Elect Director Irwin Mark Jacobs          For       For        Management
1.4   Elect Director Sherry Lansing             For       For        Management
1.5   Elect Director Peter M. Sacerdote         For       For        Management
1.6   Elect Director Marc I. Stern              For       For        Management
2     Ratify Auditors                           For       For        Management


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

RAYTHEON CO.

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 2, 2007    Meeting Type: Annual
Record Date:  MAR 8, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Barbara M. Barrett         For       For        Management
2     Elect Director Vernon E. Clark            For       For        Management
3     Elect Director John M. Deutch             For       For        Management
4     Elect Director Frederic M. Poses          For       For        Management
5     Elect Director Michael C. Ruettgers       For       For        Management
6     Elect Director Ronald L. Skates           For       For        Management
7     Elect Director William R. Spivey          For       For        Management
8     Elect Director Linda G. Stuntz            For       For        Management
9     Elect Director William H. Swanson         For       For        Management
10    Ratify Auditors                           For       For        Management
11    Separate Chairman and CEO Positions       Against   Against    Shareholder
12    Restore or Provide for Cumulative Voting  Against   Against    Shareholder
13    Submit Supplemental Executive Retirement  Against   Against    Shareholder
      Plans to Shareholder vote


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: MAY 18, 2007   Meeting Type: Annual
Record Date:  MAR 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Hans W. Becherer           For       For        Management
1.2   Elect Director Thomas J. Colligan         For       For        Management
1.3   Elect Director Fred Hassan                For       For        Management
1.4   Elect Director C. Robert Kidder           For       For        Management
1.5   Elect Director Philip Leder, M.D.         For       For        Management
1.6   Elect Director Eugene R. McGrath          For       For        Management
1.7   Elect Director Carl E. Mundy, Jr.         For       For        Management
1.8   Elect Director Antonio M. Perez           For       For        Management
1.9   Elect Director Patricia F. Russo          For       For        Management
1.10  Elect Director Jack L. Stahl              For       For        Management
1.11  Elect Director Kathryn C. Turner          For       For        Management
1.12  Elect Director Robert F.W. van Oordt      For       For        Management
1.13  Elect Director Arthur F. Weinbach         For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Company Specific--Adopt Majority Voting   For       Against    Management
5     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards


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

SCHLUMBERGER LTD.

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

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


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

TIME WARNER INC

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

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


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

TRAVELERS COMPANIES, INC., THE

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

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


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

TYCO INTERNATIONAL LTD.

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

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


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

TYCO INTERNATIONAL LTD.

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

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


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

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 10, 2007   Meeting Type: Annual
Record Date:  MAR 12, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael J. Burns           For       For        Management
1.2   Elect Director D. Scott Davis             For       For        Management
1.3   Elect Director Stuart E. Eizenstat        For       For        Management
1.4   Elect Director Michael L. Eskew           For       For        Management
1.5   Elect Director James P. Kelly             For       For        Management
1.6   Elect Director Ann M. Livermore           For       For        Management
1.7   Elect Director Victor A. Pelson           For       For        Management
1.8   Elect Director John W. Thompson           For       For        Management
1.9   Elect Director Carol B. Tome              For       For        Management
1.10  Elect Director Ben Verwaayen              For       For        Management
2     Ratify Auditors                           For       For        Management


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

UNITED TECHNOLOGIES CORP.

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

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


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

UNITEDHEALTH GROUP INCORPORATED

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

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


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

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       For        Management
13    Elect Director John W. Snow               For       For        Management
14    Elect Director John R. Stafford           For       For        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   For        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


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 1, 2007    Meeting Type: Annual
Record Date:  APR 5, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Aida M. Alvarez            For       For        Management
2     Elect Director James W. Breyer            For       For        Management
3     Elect Director M. Michele Burns           For       For        Management
4     Elect Director James I. Cash, Jr.         For       For        Management
5     Elect Director Roger C. Corbett           For       For        Management
6     Elect Director Douglas N. Daft            For       For        Management
7     Elect Director David D. Glass             For       For        Management
8     Elect Director Roland A. Hernandez        For       For        Management
9     Elect Director Allen I. Questrom          For       For        Management
10    Elect Director H. Lee Scott, Jr.          For       For        Management
11    Elect Director Jack C. Shewmaker          For       Abstain    Management
12    Elect Director Jim C. Walton              For       For        Management
13    Elect Director S. Robson Walton           For       For        Management
14    Elect Director Christopher J. Williams    For       For        Management
15    Elect Director Linda S. Wolf              For       For        Management
16    Ratify Auditors                           For       For        Management
17    Report on Charitable Contributions        Against   Against    Shareholder
18    Report on Healthcare Policies             Against   Against    Shareholder
19    Pay For Superior Performance              Against   Against    Shareholder
20    Report on Equity Compensation by Race and Against   Against    Shareholder
      Gender
21    Report on Pay Disparity                   Against   Against    Shareholder
22    Prepare Business Social Responsibility    Against   Against    Shareholder
      Report
23    Advisory Vote to Ratify Named Executive   Against   For        Shareholder
      Officers' Compensation
24    Report on Political Contributions         Against   For        Shareholder
25    Report on Social and Reputation Impact of Against   Against    Shareholder
      Failure to Comply with ILO Conventions
26    Restore or Provide for Cumulative Voting  Against   For        Shareholder
27    Require Director Nominee Qualifications   Against   Against    Shareholder


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

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 10, 2007   Meeting Type: Annual
Record Date:  NOV 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director David W. Bernauer          For       For        Management
1.2   Elect Director William C. Foote           For       For        Management
1.3   Elect Director James J. Howard            For       For        Management
1.4   Elect Director Alan G. McNally            For       For        Management
1.5   Elect Director Cordell Reed               For       For        Management
1.6   Elect Director Jeffrey A. Rein            For       For        Management
1.7   Elect Director Nancy M. Schlichting       For       For        Management
1.8   Elect Director David Y. Schwartz          For       For        Management
1.9   Elect Director James A. Skinner           For       For        Management
1.10  Elect Director Marilou M. von Ferstel     For       For        Management
1.11  Elect Director Charles R. Walgreen, III   For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

WALT DISNEY COMPANY, THE

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

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


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

WARNER MUSIC GROUP CORP.

Ticker:       WMG            Security ID:  934550104
Meeting Date: FEB 23, 2007   Meeting Type: Annual
Record Date:  JAN 4, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Edgar Bronfman, Jr.        For       For        Management
1.2   Elect Director Len Blavatnik              For       For        Management
1.3   Elect Director Shelby W. Bonnie           For       For        Management
1.4   Elect Director Richard Bressler           For       For        Management
1.5   Elect Director John P. Connaughton        For       For        Management
1.6   Elect Director Phyllis E. Grann           For       For        Management
1.7   Elect Director Michele J. Hooper          For       For        Management
1.8   Elect Director Scott L. Jaeckel           For       For        Management
1.9   Elect Director Seth W. Lawry              For       For        Management
1.10  Elect Director Thomas H. Lee              For       For        Management
1.11  Elect Director Ian Loring                 For       For        Management
1.12  Elect Director Jonathan M. Nelson         For       For        Management
1.13  Elect Director Mark Nunnelly              For       For        Management
1.14  Elect Director Scott M. Sperling          For       For        Management
2     Amend Omnibus Stock Plan                  For       For        Management
3     Ratify Auditors                           For       For        Management
4     Other Business                            For       For        Management


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

WASTE MANAGEMENT, INC.

Ticker:       WMI            Security ID:  94106L109
Meeting Date: MAY 4, 2007    Meeting Type: Annual
Record Date:  MAR 9, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Pastora San Juan Cafferty  For       For        Management
2     Elect Director Frank M. Clark, Jr.        For       For        Management
3     Elect Director Patrick W. Gross           For       For        Management
4     Elect Director Thomas I. Morgan           For       For        Management
5     Elect Director John C. Pope               For       For        Management
6     Elect Director W. Robert Reum             For       For        Management
7     Elect Director Steven G. Rothmeier        For       For        Management
8     Elect Director David P. Steiner           For       For        Management
9     Elect Director Thomas H. Weidemeyer       For       For        Management
10    Ratify Auditors                           For       For        Management


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

WELLS FARGO & COMPANY

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

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


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

WYETH

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

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


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

YAHOO!, INC.

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

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

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

                                     Page 1

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.

Legg Mason Partners Appreciation Fund, Inc.

By:

/s/ R. Jay Gerken

R. Jay Gerken

Chairman of the Board, President and Chief Executive Officer of

Legg Mason Partners Appreciation Fund, Inc.

Date: August 30, 2007