Legg Mason Partners Funds Inc.

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).
As part of a number of initiatives to restructure and streamline the Legg Mason Partners fund complex, the Legg Mason Short Term-Investment Grade Bond 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 Income Trust. Prior thereto, the fund was a series of Legg Mason Partners Funds, Inc. The information in this filing relating to the fund prior to April 16, 2007 refers to the fund’s predecessor.
On March 2, 2007, the Legg Mason Partners Large Cap Value Fund merged into Salomon Brothers Investors Value Fund Inc. This filing contains the fund’s proxy voting record from July 1, 2006 up to the date of the merger.
On February 2, 2007, the Legg Mason Partners U. S. Government Securities Fund merged into Legg Mason Partners Government Securities Fund. This filing contains the fund’s proxy voting record from July 1, 2006 up to the date of the merger.


<PRE>
******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-01464
Reporting Period: 07/01/2006 - 06/30/2007
Smith Barney Funds, Inc.

================ LEGG MASON PARTNERS GOVERNMENT SECURITIES FUND ================

The Registrant did not hold any voting securities and accordingly did not vote
any proxies during the reporting period.

=================== LEGG MASON PARTNERS LARGE CAP VALUE FUND ===================

ABBOTT LABORATORIES

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

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

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

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

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

AIR PRODUCTS & CHEMICALS, INC.

Ticker:       APD            Security ID:  009158106
Meeting Date: JAN 25, 2007   Meeting Type: Annual
Record Date:  NOV 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William L. Davis III       For       For        Management
1.2   Elect Director W. Douglas Ford            For       For        Management
1.3   Elect Director Evert Henkes               For       For        Management
1.4   Elect Director Margaret G. Mcglynn        For       For        Management
2     Ratify Auditors                           For       For        Management

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

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

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

AT&T INC

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

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

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

AT&T INC

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

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

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

AVERY DENNISON CORP.

Ticker:       AVY            Security ID:  053611109
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Rolf Borjesson             For       For        Management
1.2   Elect Director Peter W. Mullin            For       For        Management
1.3   Elect Director Patrick T. Siewert         For       For        Management
2     Ratify Auditors                           For       For        Management

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

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

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

BANK OF NEW YORK CO., INC., THE

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

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

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

BOEING CO., THE

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

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

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

CAPITAL ONE FINANCIAL CORP.

Ticker:       COF            Security ID:  14040H105
Meeting Date: AUG 22, 2006   Meeting Type: Special
Record Date:  JUL 7, 2006

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

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

CAPITAL ONE FINANCIAL CORP.

Ticker:       COF            Security ID:  14040H105
Meeting Date: APR 26, 2007   Meeting Type: Annual
Record Date:  FEB 28, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. Ronald Dietz            For       For        Management
1.2   Elect Director Lewis Hay, III             For       For        Management
1.3   Elect Director Mayo A. Shattuck, III      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Articles of Incorporation - Remove  For       For        Management
      Provision of Plurality Voting for the
      Election of Directors
4     Advisory Vote to Ratify Named Executive   Against   Against    Shareholder
      Officers' Compensation

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

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

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

FREDDIE MAC

Ticker:       FRE            Security ID:  313400301
Meeting Date: SEP 8, 2006    Meeting Type: Annual
Record Date:  JUN 30, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Barbara T. Alexander       For       For        Management
1.2   Elect Director Geoffrey T. Boisi          For       For        Management
1.3   Elect Director Michelle Engler            For       For        Management
1.4   Elect Director Robert R. Glauber          For       For        Management
1.5   Elect Director Richard Karl Goeltz        For       For        Management
1.6   Elect Director Thomas S. Johnson          For       For        Management
1.7   Elect Director William M. Lewis, Jr.      For       For        Management
1.8   Elect Director Eugene M. McQuade          For       For        Management
1.9   Elect Director Shaun F. O'Malley          For       For        Management
1.10  Elect Director Jeffrey M. Peek            For       For        Management
1.11  Elect Director Ronald F. Poe              For       For        Management
1.12  Elect Director Stephen A. Ross            For       For        Management
1.13  Elect Director Richard F. Syron           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report on Charitable Contributions        Against   Against    Shareholder

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

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

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

GOLDEN WEST FINANCIAL CORP.

Ticker:       GDW            Security ID:  381317106
Meeting Date: AUG 31, 2006   Meeting Type: Special
Record Date:  JUL 11, 2006

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

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

GOLDMAN SACHS GROUP, INC., THE

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

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

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

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   Against    Shareholder
      Plans to Shareholder vote

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

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

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

LOEWS CORP.

Ticker:       LTR            Security ID:  540424108
Meeting Date: AUG 3, 2006    Meeting Type: Special
Record Date:  JUN 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Increase Authorized Common Stock          For       Against    Management
2     Adjust Par Value of Common Stock          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   Against    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

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

NEWS CORPORATION

Ticker:       NWS            Security ID:  65248E203
Meeting Date: OCT 20, 2006   Meeting Type: Annual
Record Date:  SEP 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jose Maria Aznar           For       For        Management
1.2   Elect Director Lachlan K. Murdoch         For       For        Management
1.3   Elect Director Thomas J. Perkins          For       For        Management
1.4   Elect Director Arthur M. Siskind          For       For        Management
1.5   Elect Director John L. Thornton           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Adopt or Amend Shareholder Rights Plan    For       For        Management
      (Poison Pill)
4     Declassify the Board of Directors         Against   For        Shareholder

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

NEWS CORPORATION

Ticker:       NWS            Security ID:  65248E203
Meeting Date: APR 3, 2007    Meeting Type: Special
Record Date:  FEB 27, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Share Exchange Agreement                  For       For        Management
2     Adjourn Meeting                           For       For        Management

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NOVARTIS AG

Ticker:       NVS            Security ID:  66987V109
Meeting Date: MAR 6, 2007    Meeting Type: Annual
Record Date:  JAN 19, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     APPROVAL OF THE ANNUAL REPORT, THE        For       Did Not    Management
      FINANCIAL STATEMENTS OF NOVARTIS AG AND             Vote
      THE GROUP CONSOLIDATED FINANCIAL
      STATEMENTS FOR THE YEAR 2006.
2     APPROVAL OF THE ACTIVITIES OF THE BOARD   For       Did Not    Management
      OF DIRECTORS                                        Vote
3     APPROPRIATION OF AVAILABLE EARNINGS OF    For       Did Not    Management
      NOVARTIS AG AS PER BALANCE SHEET AND                Vote
      DECLARATION OF DIVIDEND
4     ELECTION TO THE BOARD OF DIRECTORS:       For       Did Not    Management
      RE-ELECTION OF HANS-JOERG RUDLOFF FOR A             Vote
      THREE-YEAR TERM
5     ELECTION TO THE BOARD OF DIRECTORS:       For       Did Not    Management
      RE-ELECTION OF DR. DANIEL VASELLA FOR A             Vote
      THREE-YEAR TERM
6     ELECTION TO THE BOARD OF DIRECTORS:       For       Did Not    Management
      ELECTION OF NEW MEMBER MARJORIE M. YANG             Vote
      FOR A TERM OF OFFICE BEGINNING ON 1
      JANUARY 2008 AND ENDING ON THE DAY OF THE
      AGM IN 2010
7     Ratify Auditors                           For       Did Not    Management
                                                          Vote
8     VOTES REGARDING ADDITIONAL AND/OR         For       Did Not    Management
      COUNTER-PROPOSALS AT THE AGM OF NOVARTIS            Vote
      AG IF YOU GIVE NO INSTRUCTIONS ON AGENDA
      ITEM 6, YOUR VOTES WILL BE CAST IN
      ACCORDANCE WITH THE PROPOSALS OF THE
      BOARD OF DIRECTORS. MARKING THE BOX  FOR
      IS A VOTE FOR THE PROPOS

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PARKER-HANNIFIN CORP.

Ticker:       PH             Security ID:  701094104
Meeting Date: OCT 25, 2006   Meeting Type: Annual
Record Date:  AUG 31, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert J. Kohlhepp         For       For        Management
1.2   Elect Director Giulio Mazzalupi           For       For        Management
1.3   Elect Director Klaus-Peter Mueller        For       For        Management
1.4   Elect Director Markos I. Tambakeras       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder

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SEMPRA ENERGY

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

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

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

SES GLOBAL

Ticker:       SESG           Security ID:  L8300G135
Meeting Date: DEC 14, 2006   Meeting Type: Special
Record Date:

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Review Attendance List, Establish Quorum, None      Did Not    Management
      and Adopt Agenda                                    Vote
2     Nominate Secretary and Two Scrutineers    None      Did Not    Management
                                                          Vote
3     Change Company Name; Approve Reduction in For       Did Not    Management
      Share Capital; Delete References to                 Vote
      Ordinary Shares and Preferred C-Shares;
      Harmonize Articles with the Law of Aug.
      25, 2006
4     Approve Share Repurchase Program          For       Did Not    Management
                                                          Vote
5     Transact Other Business (Non-Voting)      None      Did Not    Management
                                                          Vote

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SUNCOR ENERGY INC

Ticker:       SU             Security ID:  867229106
Meeting Date: APR 26, 2007   Meeting Type: Annual/Special
Record Date:  FEB 26, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Mel E. Benson              For       For        Management
1.2   Elect Director Brian A. Canfield          For       For        Management
1.3   Elect Director Bryan P. Davies            For       For        Management
1.4   Elect Director Brian A. Felesky           For       For        Management
1.5   Elect Director John T. Ferguson           For       For        Management
1.6   Elect Director W. Douglas Ford            For       For        Management
1.7   Elect Director Richard L. George          For       For        Management
1.8   Elect Director John R. Huff               For       For        Management
1.9   Elect Director M. Ann McCaig              For       For        Management
1.10  Elect Director Michael W. O'Brien         For       For        Management
1.11  Elect Director Eira M. Thomas             For       For        Management
2     Ratify PricewaterhouseCoopers LLP as      For       For        Management
      Auditors
3     Amend Equity Compensation Plan            For       For        Management
4     Approve Performance Stock Options         For       For        Management
5     Amend Bylaws                              For       For        Management

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TEXTRON INC.

Ticker:       TXT            Security ID:  883203101
Meeting Date: APR 25, 2007   Meeting Type: Annual
Record Date:  MAR 2, 2007

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Kathleen M. Bader          For       For        Management
2     Elect Director R. Kerry Clark             For       For        Management
3     Elect Director Ivor J. Evans              For       For        Management
4     Elect Director Lord Powell                For       For        Management
5     Elect Director James L. Ziemer            For       For        Management
6     Approve Executive Incentive Bonus Plan    For       For        Management
7     Approve Omnibus Stock Plan                For       For        Management
8     Ratify Auditors                           For       For        Management
9     Social Proposal                           Against   Against    Shareholder

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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

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WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: AUG 31, 2006   Meeting Type: Special
Record Date:  JUL 11, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Issue Shares in Connection with an        For       For        Management
      Acquisition
2     Amend Omnibus Stock Plan                  For       For        Management

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WACHOVIA CORP.

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

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

========== LEGG MASON PARTNERS SHORT-TERM INVESTMENT GRADE BOND FUND ===========

The Registrant did not hold any voting securities and accordingly did not vote
any proxies during the reporting period.

========== END NPX REPORT
</PRE>
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.