UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-8600 --------------------------------------------- Morgan Stanley Total Return Trust - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 1221 Avenue of the Americas, New York, New York 10020 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Amy Doberman Esq Managing Director Morgan Stanley Investment Advisors Inc. 1221 Avenue of the Americas New York, New York 10020 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: 800-869-6397 ----------------------------- Date of fiscal year end: 7/31 -------------------- Date of reporting period: 7/1/04 - 6/30/05 ------------------------ ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-08600 Reporting Period: 07/01/2004 - 06/30/2005 Morgan Stanley Total Return Trust ============================== TOTAL RETURN TRUST ============================== ALLSTATE CORP., THE Ticker: ALL Security ID: 020002101 Meeting Date: MAY 17, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director F. Duane Ackerman For For Management 1.2 Elect Director James G. Andress For For Management 1.3 Elect Director Edward A. Brennan For For Management 1.4 Elect Director W. James Farrell For For Management 1.5 Elect Director Jack M. Greenberg For For Management 1.6 Elect Director Ronald T. LeMay For For Management 1.7 Elect Director Edward M. Liddy For For Management 1.8 Elect Director J. Christopher Reyes For For Management 1.9 Elect Director H. John Riley, Jr. For For Management 1.10 Elect Director Joshua I. Smith For For Management 1.11 Elect Director Judith A. Sprieser For For Management 1.12 Elect Director Mary Alice Taylor For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder - -------------------------------------------------------------------------------- ALLTEL CORP. Ticker: AT Security ID: 020039103 Meeting Date: APR 21, 2005 Meeting Type: Annual Record Date: FEB 24, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John Belk For For Management 1.2 Elect Director Gregory W. Penske For For Management 1.3 Elect Director Warren A. Stephens For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMERICAN EXPRESS CO. Ticker: AXP Security ID: 025816109 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # 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 William G. Bowen For For Management 1.4 Elect Director Ursula M. Burns For For Management 1.5 Elect Director Kenneth I. Chenault For For Management 1.6 Elect Director Peter R. Dolan For For Management 1.7 Elect Director Vernon E. Jordan, Jr. For For Management 1.8 Elect Director Jan Leschly 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 Robert D. Walter For For Management 2 Ratify Auditors For For Management 3 Company-Specific--Compensation-Related Against Against Shareholder 4 Report on Political Contributions Against Against Shareholder - -------------------------------------------------------------------------------- AMGEN, INC. Ticker: AMGN Security ID: 031162100 Meeting Date: MAY 11, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dr. David Baltimore For For Management 1.2 Elect Director Ms. Judith C. Pelham For For Management 1.3 Elect Director Mr. Kevin W. Sharer For For Management 2 Ratify Auditors For For Management 3 Eliminate Animal Testing Against Against Shareholder 4 Review/Limit Executive Compensation Against Against Shareholder 5 Adopt Retention Ratio for Executives Against Against Shareholder - -------------------------------------------------------------------------------- APPLE COMPUTER, INC. Ticker: AAPL Security ID: 037833100 Meeting Date: APR 21, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Fred D. Anderson For For Management 1.2 Elect Director William V. Campbell For For Management 1.3 Elect Director Millard S. Drexler For For Management 1.4 Elect Director Albert A. Gore, Jr. For For Management 1.5 Elect Director Steven P. Jobs For For Management 1.6 Elect Director Arthur D. Levinson For For Management 1.7 Elect Director Jerome B. York For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Ratify Auditors For For Management 6 Performance- Based/Indexed Options Against Against Shareholder - -------------------------------------------------------------------------------- APPLEBEE'S INTERNATIONAL, INC. Ticker: APPB Security ID: 037899101 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 18, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Erline Belton For For Management 1.2 Elect Director Eric L. Hansen 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 5 Report on Feasibility of Improving Animal Against Against Shareholder Welfare Standards - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director Charles W. Coker For For Management 1.3 Elect Director John T. Collins For For Management 1.4 Elect Director Gary L. Countryman For Withhold Management 1.5 Elect Director Paul Fulton For For Management 1.6 Elect Director Charles K. Gifford For For Management 1.7 Elect Director W. Steven Jones For For Management 1.8 Elect Director Kenneth D. Lewis For For Management 1.9 Elect Director Walter E. Massey For For Management 1.10 Elect Director Thomas J. May For For Management 1.11 Elect Director Patricia E. Mitchell For For Management 1.12 Elect Director Edward L. Romero For For Management 1.13 Elect Director Thomas M. Ryan For For Management 1.14 Elect Director O. Temple Sloan, Jr. For For Management 1.15 Elect Director Meredith R. Spangler For For Management 1.16 Elect Director Robert L. Tillman For For Management 1.17 Elect Director Jackie M. Ward For For Management 2 Ratify Auditors For For Management 3 Report on Political Contributions Against Against Shareholder 4 Director Nominee Amendment Against Against Shareholder - -------------------------------------------------------------------------------- C. R. BARD, INC. Ticker: BCR Security ID: 067383109 Meeting Date: APR 20, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director T. Kevin Dunnigan For For Management 1.2 Elect Director Gail K. Naughton, Ph.D. For For Management 1.3 Elect Director John H. Weiland For For Management 2 Ratify Auditors For For Management 3 Adopt ILO based Code of Conduct Against Against Shareholder - -------------------------------------------------------------------------------- COGNOS INC. Ticker: CSN. Security ID: 19244C109 Meeting Date: JUN 23, 2005 Meeting Type: Annual/Special Record Date: APR 26, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert G. Ashe For For Management 1.2 Elect Director John E. Caldwell For For Management 1.3 Elect Director Paul D. Damp For For Management 1.4 Elect Director Pierre Y. Ducros For For Management 1.5 Elect Director Robert W. Korthals For For Management 1.6 Elect Director John J. Rando For For Management 1.7 Elect Director Bill V. Russell For For Management 1.8 Elect Director James M. Tory For For Management 1.9 Elect Director Renato Zambonini For For Management 2 Approve Ernst & Young LLP as Auditors For For Management 3 Amend 2003 Stock Option Plan For For Management 4 Amend Restricted Share Unit Plan For For Management 5 Amend Employee Stock Purchase Plan For For Management - -------------------------------------------------------------------------------- COMMUNITY HEALTH SYSTEMS, INC. Ticker: CYH Security ID: 203668108 Meeting Date: MAY 25, 2005 Meeting Type: Annual Record Date: MAR 31, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dale F. Frey For For Management 1.2 Elect Director John A. Fry For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Expense Stock Options Against For Shareholder - -------------------------------------------------------------------------------- COMPASS BANCSHARES, INC. Ticker: CBSS Security ID: 20449H109 Meeting Date: APR 18, 2005 Meeting Type: Annual Record Date: MAR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James H. Click For For Management 1.2 Elect Director Tranum Fitzpatrick For For Management 1.3 Elect Director John S. Stein For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- CVS CORPORATION Ticker: CVS Security ID: 126650100 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Don Cornwell For For Management 1.2 Elect Director Thomas P. Gerrity For For Management 1.3 Elect Director Stanley P. Goldstein For For Management 1.4 Elect Director Marian L. Heard For For Management 1.5 Elect Director William H. Joyce For Withhold Management 1.6 Elect Director Terrence Murray For For Management 1.7 Elect Director Sheli Z. Rosenberg For For Management 1.8 Elect Director Thomas M. Ryan For For Management 1.9 Elect Director Alfred J. Verrecchia For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors 4 Performance- Based/Indexed Options Against Against Shareholder 5 Review/Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- DANAHER CORP. Ticker: DHR Security ID: 235851102 Meeting Date: MAY 4, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director H. Lawrence Culp, Jr. For For Management 1.2 Elect Director Mitchell P. Rales For For Management 1.3 Elect Director A. Emmet Stephenson, Jr. For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- DOW CHEMICAL COMPANY, THE Ticker: DOW Security ID: 260543103 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jacqueline K. Barton For For Management 1.2 Elect Director Anthony J. Carbone For For Management 1.3 Elect Director Barbara H. Franklin For For Management 1.4 Elect Director Andrew N. Liveris For For Management 1.5 Elect Director Harold T. Shapiro For For Management 2 Ratify Auditors For For Management 3 Report on Persistent Bioaccumulative and Against Against Shareholder Toxic Chemicals - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 25, 2005 Meeting Type: Annual Record Date: APR 6, 2005 # 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 Henry A. McKinnell, Jr. For For Management 1.8 Elect Director Marilyn Carlson Nelson For For Management 1.9 Elect Director Lee R. Raymond For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director Rex W. Tillerson For For Management 2 Ratify Auditors For For Management 3 Political Contributions/Activities Against Against Shareholder 4 Review/Limit Executive Compensation Against Against Shareholder 5 Nominate Independent Directors with Against Against Shareholder Industry Experience 6 Report on Payments to Indonesian Military Against Against Shareholder 7 Adopt Policy Prohibiting Discrimination Against Against Shareholder based on Sexual Orientation 8 Report on Potential Damage of Drilling in Against Against Shareholder Protected Regions 9 Disclose Information Supporting the Against Against Shareholder Company Position on Climate Change 10 Report on Company Policies for Compliance Against Against Shareholder with the Kyoto Protocol - -------------------------------------------------------------------------------- FOOT LOCKER INC Ticker: FL Security ID: 344849104 Meeting Date: MAY 25, 2005 Meeting Type: Annual Record Date: APR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Purdy Crawford For For Management 1.2 Elect Director Nicholas DiPaolo For For Management 1.3 Elect Director Philip H. Geier Jr. For For Management 1.4 Elect Director Alan D. Feldman For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # 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 Dennis D. Dammerman For For Management 1.4 Elect Director Ann M. Fudge For For Management 1.5 Elect Director Claudio X. Gonzalez For For Management 1.6 Elect Director Jeffrey 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 Ralph S. Larsen For For Management 1.10 Elect Director Rochelle B. Lazarus For For Management 1.11 Elect Director Sam Nunn For For Management 1.12 Elect Director Roger S. Penske For For Management 1.13 Elect Director Robert J. Swieringa For For Management 1.14 Elect Director Douglas A. Warner III For For Management 1.15 Elect Director Robert C. Wright For For Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against Against Shareholder 4 Report on Nuclear Fuel Storage Risks Against Against Shareholder 5 Report on PCB Clean-up Costs Against Against Shareholder 6 Adopt Policy on Overboarded Directors Against Against Shareholder 7 Prepare a Sustainability Report Against Against Shareholder 8 Political Contributions/Activities Against Against Shareholder 9 Eliminate Animal Testing Against Against Shareholder - -------------------------------------------------------------------------------- GILLETTE CO., THE Ticker: G Security ID: 375766102 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 14, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael B. Gifford For For Management 1.2 Elect Director Ray J. Groves For For Management 1.3 Elect Director Fred H. Langhammer For Withhold Management 1.4 Elect Director Marjorie M. Yang For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- GOLDMAN SACHS GROUP, INC., THE Ticker: GS Security ID: 38141G104 Meeting Date: APR 6, 2005 Meeting Type: Annual Record Date: FEB 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John H. Bryan For For Management 1.2 Elect Director Stephen Friedman For For Management 1.3 Elect Director William W. George For For Management 1.4 Elect Director Henry M. Paulson, Jr. For For Management 2 Declassify the Board of Directors For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- INGERSOLL-RAND COMPANY LIMITED Ticker: IR Security ID: G4776G101 Meeting Date: JUN 1, 2005 Meeting Type: Annual Record Date: APR 4, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director A.C. Berzin For For Management 1.2 Elect Director H.L. Henkel For For Management 1.3 Elect Director H.W. Lichtenberger For For Management 1.4 Elect Director T.L. White For For Management 2 APPROVAL OF AMENDMENT TO BYE-LAW 10 OF For For Management THE BYE-LAWS TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS. 3 APPROVAL OF AMENDMENT TO BYE-LAW 10 OF For For Management THE BYE-LAWS TO ELIMINATE CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS. 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- INTERNATIONAL FLAVORS & FRAGRANCES INC. Ticker: IFF Security ID: 459506101 Meeting Date: MAY 10, 2005 Meeting Type: Annual Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Margaret Hayes Adame For For Management 1.2 Elect Director Gunter Blobel For For Management 1.3 Elect Director J. Michael Cook For For Management 1.4 Elect Director Peter A. Georgescu For For Management 1.5 Elect Director Richard A. Goldstein For For Management 1.6 Elect Director Alexandra A. Herzan For For Management 1.7 Elect Director Henry W. Howell, Jr. For For Management 1.8 Elect Director Arthur C. Martinez For For Management 1.9 Elect Director Burton M. Tansky For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 28, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # 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 Robert J. Darretta For For Management 1.4 Elect Director Michael M. E. Johns For For Management 1.5 Elect Director Ann Dibble Jordan For For Management 1.6 Elect Director Arnold G. Langbo For For Management 1.7 Elect Director Susan L. Lindquist For For Management 1.8 Elect Director Leo F. Mullin For For Management 1.9 Elect Director Christine A. Poon For For Management 1.10 Elect Director Steven S. Reinemund For For Management 1.11 Elect Director David Satcher For For Management 1.12 Elect Director William C. Weldon For For Management 2 Approve Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MARRIOTT INTERNATIONAL INC. (NEW) Ticker: MAR Security ID: 571903202 Meeting Date: MAY 6, 2005 Meeting Type: Annual Record Date: MAR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.W. Marriott, Jr. For For Management 1.2 Elect Director Debra L. Lee For For Management 1.3 Elect Director George Munoz For For Management 1.4 Elect Director William J. Shaw For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Declassify the Board of Directors Against Against Shareholder 5 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- MARVELL TECHNOLOGY GROUP LTD Ticker: MRVL Security ID: G5876H105 Meeting Date: JUN 10, 2005 Meeting Type: Annual Record Date: APR 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kuo Wei 'Herbert' Chang For Withhold Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MCGRAW-HILL COMPANIES, INC., THE Ticker: MHP Security ID: 580645109 Meeting Date: APR 27, 2005 Meeting Type: Annual Record Date: MAR 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Sir Winfried Bischoff For Withhold Management 1.2 Elect Director Douglas N. Daft For Withhold Management 1.3 Elect Director Linda Koch Lorimer For Withhold Management 1.4 Elect Director Harold McGraw III For Withhold Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Increase Authorized Common Stock For For Management 4 Ratify Auditors For For Management 5 Submit Shareholder Rights Plan (Poison Against For Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- MERRILL LYNCH & CO., INC. Ticker: MER Security ID: 590188108 Meeting Date: APR 22, 2005 Meeting Type: Annual Record Date: FEB 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jill K. Conway For For Management 1.2 Elect Director Heinz-Joachim Neuburger For For Management 1.3 Elect Director E. Stanley O'Neal For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Restricted For For Management Stock Plan 4 Provide for Cumulative Voting Against Against Shareholder 5 Limit Executive Compensation Against Against Shareholder - -------------------------------------------------------------------------------- NORFOLK SOUTHERN CORP. Ticker: NSC Security ID: 655844108 Meeting Date: MAY 12, 2005 Meeting Type: Annual Record Date: MAR 7, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gerald L. Baliles For Withhold Management 1.2 Elect Director Gene R. Carter For For Management 1.3 Elect Director Charles W. Moorman For For Management 1.4 Elect Director J. Paul Reason For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Approve Executive Incentive Bonus Plan For For Management - -------------------------------------------------------------------------------- OCCIDENTAL PETROLEUM CORP. Ticker: OXY Security ID: 674599105 Meeting Date: MAY 6, 2005 Meeting Type: Annual Record Date: MAR 3, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Spencer Abraham For For Management 1.2 Elect Director Ronald W. Burkle For For Management 1.3 Elect Director John S. Chalsky For For Management 1.4 Elect Director Edward P. Djerejian For For Management 1.5 Elect Director R. Chad Dreier For For Management 1.6 Elect Director John E. Feick For For Management 1.7 Elect Director Ray R. Irani For For Management 1.8 Elect Director Irwin W. Maloney For For Management 1.9 Elect Director Rodolfo Segovia For For Management 1.10 Elect Director Aziz D. Syriani For For Management 1.11 Elect Director Rosemary Tomich For For Management 1.12 Elect Director Walter L. Weisman For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Proposal Regarding Board Sponsored Against Against Shareholder Proposals 5 Submit Severance Agreement Against Against Shareholder (Change-in-Control) to Shareholder Vote - -------------------------------------------------------------------------------- PRAXAIR, INC. Ticker: PX Security ID: 74005P104 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: MAR 1, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jose Alves For For Management 1.2 Elect Director Ira D. Hall For For Management 1.3 Elect Director Raymond W. Leboeuf For For Management 1.4 Elect Director Wayne T. Smith For For Management 1.5 Elect Director Robert L. Wood For For Management 2 Amend Non-Employee Director Stock Option For For Management Plan 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ROWAN COMPANIES, INC. Ticker: RDC Security ID: 779382100 Meeting Date: APR 22, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. G. Croyle For For Management 1.2 Elect Director D. F. McNease For For Management 1.3 Elect Director Lord Moynihan For For Management 2 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- SHERWIN-WILLIAMS CO., THE Ticker: SHW Security ID: 824348106 Meeting Date: APR 20, 2005 Meeting Type: Annual Record Date: FEB 28, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.C. Boland For For Management 1.2 Elect Director D.E. Collins For For Management 1.3 Elect Director C.M. Connor For For Management 1.4 Elect Director D.E. Evans For For Management 1.5 Elect Director S.J. Kropf For For Management 1.6 Elect Director R.W. Mahoney For For Management 1.7 Elect Director G.E. Mccullough For For Management 1.8 Elect Director A.M. Mixon, III For For Management 1.9 Elect Director C.E. Moll For For Management 1.10 Elect Director J.M. Scaminace For For Management 1.11 Elect Director R.K. Smucker For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- TAKE-TWO INTERACTIVE SOFTWARE, INC. Ticker: TTWO Security ID: 874054109 Meeting Date: JUN 16, 2005 Meeting Type: Annual Record Date: MAY 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul Eibeler For For Management 1.2 Elect Director Oliver R. Grace, Jr. For For Management 1.3 Elect Director Robert Flug For For Management 1.4 Elect Director Todd Emmel For For Management 1.5 Elect Director Mark Lewis For For Management 1.6 Elect Director Steven Tisch For For Management 1.7 Elect Director Barbara Kaczynski For For Management 2 Amend Stock Option Plan For For Management 3 Amend Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- UBS AG Ticker: Security ID: H8920M855 Meeting Date: APR 21, 2005 Meeting Type: Annual Record Date: MAR 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 ANNUAL REPORT, GROUP AND PARENT COMPANY For For Management ACCOUNTS FOR 2004. REPORTS OF THE GROUP AND STATUTORY AUDITORS 2 APPROPRIATION OF RETAINED EARNINGS. For For Management DIVIDEND FOR FINANCIAL YEAR 2004 3 DISCHARGE OF THE MEMBERS OF THE BOARD OF For For Management DIRECTORS AND THE GROUP EXECUTIVE BOARD 4 RE-ELECTION OF BOARD MEMBER: MARCEL OSPEL For For Management 5 RE-ELECTION OF BOARD MEMBER: LAWRENCE A. For For Management WEINBACH 6 ELECTION OF NEW BOARD MEMBER: MARCO SUTER For For Management 7 ELECTION OF NEW BOARD MEMBER: PETER R. For For Management VOSER 8 RE-ELECTION OF GROUP AND STATUTORY For For Management AUDITORS: ERNST & YOUNG LTD., BASEL 9 CANCELLATION OF SHARES REPURCHASED UNDER For For Management THE 2004/2005 SHARE BUYBACK PROGRAM AND RESPECTIVE AMENDMENT OF ARTICLE 4 OF THE ARTICLES OF ASSOCIATION 10 APPROVAL OF A NEW 2005/2006 SHARE BUYBACK For For Management PROGRAM 11 IN CASE OF AD-HOC SHAREHOLDERS MOTIONS For Against Management DURING THE ANNUAL GENERAL MEETING, I/WE AUTHORIZE MY/OUR PROXY TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS - -------------------------------------------------------------------------------- VARCO INTERNATIONAL, INC. Ticker: VRC Security ID: 922122106 Meeting Date: MAR 11, 2005 Meeting Type: Special Record Date: FEB 3, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For Against Management 3 Other Business For Against Management - -------------------------------------------------------------------------------- WALT DISNEY COMPANY, THE Ticker: DIS Security ID: 254687106 Meeting Date: FEB 11, 2005 Meeting Type: Annual Record Date: DEC 17, 2004 # 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 Michael D. Eisner For For Management 1.4 Elect Director Judith L. Estrin For For Management 1.5 Elect Director Robert A. Iger 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 George J. Mitchell For For Management 1.11 Elect Director Leo J. O'Donovan, S.J. For For Management 1.12 Elect Director Gary L. Wilson For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Prohibit Greenmail Payments Against For Shareholder 5 Report on Vendor Standards in China Against Against Shareholder - -------------------------------------------------------------------------------- WEATHERFORD INTL LTD Ticker: WFT Security ID: G95089101 Meeting Date: MAY 13, 2005 Meeting Type: Annual Record Date: MAR 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nicholas F. Brady For For Management 1.2 Elect Director David J. Butters For For Management 1.3 Elect Director Bernard J. Duroc-Danner For For Management 1.4 Elect Director Sheldon B. Lubar For For Management 1.5 Elect Director William E. Macaulay For For Management 1.6 Elect Director Robert B. Millard For For Management 1.7 Elect Director Robert K. Moses, Jr. For For Management 1.8 Elect Director Robert A. Rayne For For Management 2 APPOINTMENT OF ERNST & YOUNG LLP AS For For Management INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2005, AND AUTHORIZATION OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET ERNST & YOUNG LLP S REMUNERATION. - -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 26, 2005 Meeting Type: Annual Record Date: MAR 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J.A. Blanchard III For For Management 1.2 Elect Director Susan E. Engel For For Management 1.3 Elect Director Enrique Hernandez, Jr. For For Management 1.4 Elect Director Robert L. Joss For For Management 1.5 Elect Director Reatha Clark King 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 Withhold Management 1.9 Elect Director Philip J. Quigley For For Management 1.10 Elect Director Donald B. Rice For Withhold Management 1.11 Elect Director Judith M. Runstad For Withhold Management 1.12 Elect Director Stephen W. Sanger For For Management 1.13 Elect Director Susan G. Swenson For For Management 1.14 Elect Director Michael W. Wright For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Adopt Policy on Payday Lenders Against Against Shareholder 5 Link Executive Compensation to Predatory Against Against Shareholder Lending 6 Performance- Based/Indexed Options Against Against Shareholder 7 Limit Executive Compensation Against Against Shareholder 8 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- ZEBRA TECHNOLOGIES CORP. Ticker: ZBRA Security ID: 989207105 Meeting Date: MAY 17, 2005 Meeting Type: Annual Record Date: MAR 22, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Edward L. Kaplan For For Management 1.2 Elect Director Christopher G. Knowles For For Management 2 Ratify Auditors For For Management ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): Morgan Stanley Total Return Trust ------------------------------------------------------------------- By (Signature and Title): /s/ Ronald E. Robison Principal Executive Officer - Office of the Funds ----------------------------------------------------- Date August 25, 2005 --------------------------------------------------------------------------- 2
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N-PX Filing
Morgan Stanley Total Return Trust Inactive N-PXAnnual report of proxy voting record
Filed: 25 Aug 05, 12:00am