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: 7/1/05 - 6/30/06 ----------------------- ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-08600 Reporting Period: 07/01/2005 - 06/30/2006 Morgan Stanley Total Return Trust ====================== MORGAN STANLEY TOTAL RETURN TRUST ======================= ALLSTATE CORP., THE Ticker: ALL Security ID: 020002101 Meeting Date: MAY 16, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # 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 W. James Farrell For For Management 1.4 Elect Director Jack M. Greenberg For For Management 1.5 Elect Director Ronald T. Lemay For For Management 1.6 Elect Director Edward M. Liddy For For Management 1.7 Elect Director J. Christopher Reyes For For Management 1.8 Elect Director H. John Riley, Jr. For For Management 1.9 Elect Director Joshua I. Smith For For Management 1.10 Elect Director Judith A. Sprieser For For Management 1.11 Elect Director Mary Alice Taylor For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Approve Non-Employee Director Omnibus For For Management Stock Plan 5 Require a Majority Vote for the Election Against Against Shareholder of Directors 6 Adopt Simple Majority Vote Against For Shareholder - -------------------------------------------------------------------------------- ALTRIA GROUP, INC. Ticker: MO Security ID: 02209S103 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elizabeth E. Bailey For For Management 1.2 Elect Director Harold Brown For For Management 1.3 Elect Director Mathis Cabiallavetta For For Management 1.4 Elect Director Louis C. Camilleri For For Management 1.5 Elect Director J. Dudley Fishburn For For Management 1.6 Elect Director Robert E. R. Huntley For For Management 1.7 Elect Director Thomas W. Jones For For Management 1.8 Elect Director George Munoz For For Management 1.9 Elect Director Lucio A. Noto For For Management 1.10 Elect Director John S. Reed For For Management 1.11 Elect Director Stephen M. Wolf For For Management 2 Ratify Auditors For For Management 3 Separate Chairman and CEO Positions Against Against Shareholder 4 Adopt ILO Standards Against Against Shareholder 5 Inform African Americans of Health Risks Against Against Shareholder Associated with Menthol Cigarettes 6 Establish Fire Safety Standards for Against Against Shareholder Cigarettes 7 Adopt Animal Welfare Policy Against Against Shareholder 8 Support Legislation to Reduce Smoking Against Against Shareholder 9 Provide Information on Second Hand Smoke Against Against Shareholder - -------------------------------------------------------------------------------- AMERICAN ELECTRIC POWER CO. Ticker: AEP Security ID: 025537101 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: MAR 2, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E.R. Brooks For For Management 1.2 Elect Director D.M. Carlton For For Management 1.3 Elect Director R.D. Crosby, Jr. For For Management 1.4 Elect Director J.P. Desbarres For For Management 1.5 Elect Director R.W. Fri For For Management 1.6 Elect Director L.A. Goodspeed For For Management 1.7 Elect Director W.R. Howell For For Management 1.8 Elect Director L.A. Hudson For For Management 1.9 Elect Director M.G. Morris For For Management 1.10 Elect Director L.L. Nowell III For For Management 1.11 Elect Director R.L. Sandor For For Management 1.12 Elect Director D.G. Smith For For Management 1.13 Elect Director K.D. Sullivan For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- AMERICAN EXPRESS CO. Ticker: AXP Security ID: 025816109 Meeting Date: APR 24, 2006 Meeting Type: Annual Record Date: FEB 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel F. Akerson For For Management 1.2 Elect Director Charlene Barshefsky For Withhold 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 Peter R. Dolan For For Management 1.7 Elect Director Vernon E. Jordan, Jr. For Withhold Management 1.8 Elect Director Jan Leschly For For Management 1.9 Elect Director Ricahrd 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 Limit/Prohibit Executive Stock-Based Against Against Shareholder Awards 4 Require a Majority Vote for the Election Against Against Shareholder of Directors 5 Exclude Reference to Sexual Orientation Against Against Shareholder from the Company's EEO Statement 6 Company-Specific -- Reimbursement of Against Against Shareholder Expenses for Certain Shareholder-Nominated Director Candidates - -------------------------------------------------------------------------------- APPLE COMPUTER, INC. Ticker: AAPL Security ID: 037833100 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: FEB 28, 2006 # 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, Ph.D. For For Management 1.7 Elect Director Jerome B. York For For Management 2 Ratify Auditors For For Management 3 Report on Computer Recycling Policy Against Against Shareholder - -------------------------------------------------------------------------------- APPLIED MATERIALS, INC. Ticker: AMAT Security ID: 038222105 Meeting Date: MAR 22, 2006 Meeting Type: Annual Record Date: JAN 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael H. Armacost For For Management 1.2 Elect Director Deborah A. Coleman For For Management 1.3 Elect Director Philip V. Gerdine For For Management 1.4 Elect Director Thomas J. Iannotti For For Management 1.5 Elect Director Charles Y.S. Liu For For Management 1.6 Elect Director James C. Morgan For For Management 1.7 Elect Director Gerhard H. Parker For For Management 1.8 Elect Director Willem P. Roelandts For For Management 1.9 Elect Director Michael R. Splinter For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- BANK OF AMERICA CORP. Ticker: BAC Security ID: 060505104 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William Barnet, III For For Management 1.2 Elect Director Frank P. Bramble, Sr. For For Management 1.3 Elect Director John T. Collins For For Management 1.4 Elect Director Gary L. Countryman For For Management 1.5 Elect Director Tommy R. Franks For For Management 1.6 Elect Director Paul Fulton For For Management 1.7 Elect Director Charles K. Gifford For For Management 1.8 Elect Director W. Steven Jones For For Management 1.9 Elect Director Kenneth D. Lewis For For Management 1.10 Elect Director Monica C. Lozano For For Management 1.11 Elect Director Walter E. Massey For For Management 1.12 Elect Director Thomas J. May For For Management 1.13 Elect Director Patricia E. Mitchell For For Management 1.14 Elect Director Thomas M. Ryan For For Management 1.15 Elect Director O. Temple Sloan, Jr. For For Management 1.16 Elect Director Meredith R. Spangler For For Management 1.17 Elect Director Robert L. Tillman For For Management 1.18 Elect Director Jackie M. Ward For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Publish Political Contributions Against Against Shareholder 5 Require a Majority Vote for the Election Against For Shareholder of Directors 6 Provide for an Independent Chairman Against For Shareholder 7 Exclude Reference to Sexual Orientation Against Against Shareholder from the Company's EEO Statement - -------------------------------------------------------------------------------- BHP BILLITON LIMITED (FORMERLY BHP LTD.) Ticker: BHP Security ID: 088606108 Meeting Date: NOV 25, 2005 Meeting Type: Annual Record Date: SEP 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 TO RECEIVE THE FINANCIAL STATEMENTS AND For For Management REPORTS OF BHP BILLITON PLC. 2 TO RECEIVE THE FINANCIAL STATEMENTS AND For For Management REPORTS OF BHP BILLITON LIMITED. 3.1 Elect Director Mr C A S Cordeiro For For Management 3.2 Elect Director Mr C A S Cordeiro For For Management 3.3 Elect Director Hon. E G De Planque For For Management 3.4 Elect Director Hon. E G De Planque For For Management 3.5 Elect Director Mr D A Crawford For For Management 3.6 Elect Director Mr D A Crawford For For Management 3.7 Elect Director Dr D A L Jenkins For For Management 3.8 Elect Director Dr D A L Jenkins For For Management 3.9 Elect Director Mr M Salamon For For Management 3.10 Elect Director Mr M Salamon For For Management 4 Ratify Auditors For For Management 5 TO RENEW THE GENERAL AUTHORITY TO ALLOT For For Management SHARES IN BHP BILLITON PLC. 6 TO RENEW THE DISAPPLICATION OF For For Management PRE-EMPTION RIGHTS IN BHP BILLITON PLC. 7 TO APPROVE THE RE-PURCHASE OF SHARES IN For For Management BHP BILLITON PLC. 8 TO APPROVE THE REMUNERATION REPORT. For For Management 9 TO APPROVE THE GRANT OF AWARDS OF MR C W For For Management GOODYEAR UNDER THE GIS AND THE LTIP. 10 TO APPROVE THE GRANT OF AWARDS TO MR M For For Management SALAMON UNDER THE GIS AND THE LTIP. 11 TO APPROVE THE AMENDMENTS TO THE ARTICLES For For Management OF ASSOCIATION OF BHP BILLITON PLC. 12 TO APPROVE THE AMENDMENTS TO THE For For Management CONSTITUTION OF BHP BILLITON LIMITED. - -------------------------------------------------------------------------------- C. R. BARD, INC. Ticker: BCR Security ID: 067383109 Meeting Date: APR 19, 2006 Meeting Type: Annual Record Date: FEB 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc C. Breslawsky For For Management 1.2 Elect Director Herbert L. Henkel For For Management 1.3 Elect Director Timothy M. Ring For For Management 1.4 Elect Director Tommy G. Thompson For For Management 2 Amend Omnibus Stock Plan For For Management 3 Amend Non-Employee Director Stock Option For For Management Plan 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Ratify Auditors For For Management 6 Adopt ILO Standards Against For Shareholder - -------------------------------------------------------------------------------- CHARLES SCHWAB CORP., THE Ticker: SCHW Security ID: 808513105 Meeting Date: MAY 18, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nancy H. Bechtle For For Management 1.2 Elect Director C. Preston Butcher For For Management 1.3 Elect Director Marjorie Magner For For Management 2 Declassify the Board of Directors For For Management 3 Report on Impact of Flat Tax Against Against Shareholder 4 Report on Political Contributions Against Against Shareholder 5 Require a Majority Vote for the Election Against For Shareholder of Directors 6 Submit Severance Agreement (Change in Against Against Shareholder Control) to shareholder Vote - -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967101 Meeting Date: APR 18, 2006 Meeting Type: Annual Record Date: FEB 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director C. Michael Armstrong For For Management 1.2 Elect Director Alain J.P. Belda For For Management 1.3 Elect Director George David For For Management 1.4 Elect Director Kenneth T. Derr For For Management 1.5 Elect Director John M. Deutch For For Management 1.6 Elect Director Roberto Hernandez Ramirez For For Management 1.7 Elect Director Ann Dibble Jordan For For Management 1.8 Elect Director Klaus Kleinfeld For For Management 1.9 Elect Director Andrew N. Liveris For For Management 1.10 Elect Director Dudley C. Mecum For For Management 1.11 Elect Director Anne M. Mulcahy For For Management 1.12 Elect Director Richard D. Parsons For For Management 1.13 Elect Director Charles Prince For For Management 1.14 Elect Director Dr. Judith Rodin For For Management 1.15 Elect Director Robert E. Rubin For For Management 1.16 Elect Director Franklin A. Thomas 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 End Issuance of Options and Prohibit Against Against Shareholder Repricing 7 Report on Political Contributions Against Against Shareholder 8 Report on Charitable Contributions Against Against Shareholder 9 Performance-Based Equity Awards Against For Shareholder 10 Reimbursement of Expenses Incurred by Against Against Shareholder Shareholder(s) 11 Separate Chairman and CEO Positions Against For Shareholder 12 Clawback of Payments Under Restatement Against Against Shareholder - -------------------------------------------------------------------------------- CITIZENS COMMUNICATIONS CO. Ticker: CZN Security ID: 17453B101 Meeting Date: MAY 25, 2006 Meeting Type: Annual Record Date: MAR 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kathleen Q. Abernathy For For Management 1.2 Elect Director Leroy T. Barnes, Jr. For For Management 1.3 Elect Director Jeri Finard For For Management 1.4 Elect Director Lawton Wehle Fitt For For Management 1.5 Elect Director Stanley Harfenist For For Management 1.6 Elect Director William M. Kraus For For Management 1.7 Elect Director Howard L. Schrott For For Management 1.8 Elect Director Larraine D. Segil For For Management 1.9 Elect Director Bradley E. Singer For For Management 1.10 Elect Director Edwin Tornberg For For Management 1.11 Elect Director David H. Ward For For Management 1.12 Elect Director Myron A. Wick, III For For Management 1.13 Elect Director Mary Agnes Wilderotter For For Management 2 Approve Non-Employee Director Omnibus For For Management Stock Plan 3 Submit Severance Agreement (Change in Against For Shareholder Control) to shareholder Vote 4 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COCA-COLA COMPANY, THE Ticker: KO Security ID: 191216100 Meeting Date: APR 19, 2006 Meeting Type: Annual Record Date: FEB 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert A. Allen For For Management 1.2 Elect Director Ronald W. Allen For For Management 1.3 Elect Director Cathleen P. Black For For Management 1.4 Elect Director Barry Diller For Withhold Management 1.5 Elect Director E. Neville Isdell For For Management 1.6 Elect Director Donald R. Keough For For Management 1.7 Elect Director Donald F. McHenry For For Management 1.8 Elect Director Sam Nunn For For Management 1.9 Elect Director James D. Robinson, III For For Management 1.10 Elect Director Peter V. Ueberroth For For Management 1.11 Elect Director James B. Williams For For Management 2 Ratify Auditors For For Management 3 Amend Restricted Stock Plan For For Management 4 Report on Charitable Contributions Against Against Shareholder 5 Review/ Report on Recycling Policy Against Against Shareholder 6 Performance-Based and/or Time-Based Against For Shareholder Equity Awards 7 Report on Environmental Liabilities in Against Against Shareholder India 8 Sponsor Independent Inquiry into Against Against Shareholder Operations in Columbia - -------------------------------------------------------------------------------- COLGATE-PALMOLIVE CO. Ticker: CL Security ID: 194162103 Meeting Date: MAY 4, 2006 Meeting Type: Annual Record Date: MAR 7, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John T. Cahill For For Management 1.2 Elect Director Jill K. Conway For For Management 1.3 Elect Director Ellen M. Hancock For For Management 1.4 Elect Director David W. Johnson For For Management 1.5 Elect Director Richard J. Kogan For For Management 1.6 Elect Director Delano E. Lewis For For Management 1.7 Elect Director Reuben Mark For For Management 1.8 Elect Director J. Pedro Reinhard For For Management 1.9 Elect Director Howard B. Wentz, Jr. For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Stock For For Management Option Plan 4 Separate Chairman and CEO Positions Against Against Shareholder 5 Performance-Based Equity Awards Against For Shareholder - -------------------------------------------------------------------------------- CORPORATE EXECUTIVE BOARD CO. (THE) Ticker: EXBD Security ID: 21988R102 Meeting Date: AUG 18, 2005 Meeting Type: Annual Record Date: JUN 21, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James J. Mcgonigle For For Management 1.2 Elect Director Russell P. Fradin For For Management 1.3 Elect Director Robert C. Hall For For Management 1.4 Elect Director Nancy J. Karch For For Management 1.5 Elect Director David W. Kenny For For Management 1.6 Elect Director Daniel O. Leemon For For Management 1.7 Elect Director Thomas L. Monahan III For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 25, 2006 Meeting Type: Annual Record Date: DEC 2, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James D. Sinegal For For Management 1.2 Elect Director Jeffrey H. Brotman For For Management 1.3 Elect Director Richard A. Galanti For For Management 1.4 Elect Director Daniel J. Evans For For Management 2 Amend Omnibus Stock Plan For For Management 3 Declassify the Board of Directors Against Against Shareholder 4 Adopt Vendor Standards Against Against Shareholder 5 Ratify Auditors For For Management - -------------------------------------------------------------------------------- DELL INC. Ticker: DELL Security ID: 24702R101 Meeting Date: JUL 15, 2005 Meeting Type: Annual Record Date: MAY 20, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald J. Carty For For Management 1.2 Elect Director Michael S. Dell For For Management 1.3 Elect Director William H. Gray, III For For Management 1.4 Elect Director Judy C. Lewent For For Management 1.5 Elect Director Thomas W. Luce, III For For Management 1.6 Elect Director Klaus S. Luft For For Management 1.7 Elect Director Alex J. Mandl For For Management 1.8 Elect Director Michael A. Miles For For Management 1.9 Elect Director Samuel A. Nunn, Jr. For For Management 1.10 Elect Director Kevin B. Rollins For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against Against Shareholder of Directors 4 Expense Stock Options Against For Shareholder - -------------------------------------------------------------------------------- EBAY INC. Ticker: EBAY Security ID: 278642103 Meeting Date: JUN 13, 2006 Meeting Type: Annual Record Date: APR 17, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William C. Ford, Jr. For For Management 1.2 Elect Director Dawn G. Lepore For For Management 1.3 Elect Director Pierre M. Omidyar For For Management 1.4 Elect Director Richard T. Sclosberg, III For For Management 2 Amend Stock Option Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- ELECTRONIC DATA SYSTEMS CORP. Ticker: EDS Security ID: 285661104 Meeting Date: APR 18, 2006 Meeting Type: Annual Record Date: FEB 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Roy Dunbar For Did Not Management Vote 1.2 Elect Director Roger A. Enrico For Did Not Management Vote 1.3 Elect Director S. Malcolm Gillis For Did Not Management Vote 1.4 Elect Director Ray J. Groves For Did Not Management Vote 1.5 Elect Director Ellen M. Hancock For Did Not Management Vote 1.6 Elect Director Jeffrey M. Heller For Did Not Management Vote 1.7 Elect Director Ray L. Hunt For Did Not Management Vote 1.8 Elect Director Michael H. Jordan For Did Not Management Vote 1.9 Elect Director Edward A. Kangas For Did Not Management Vote 1.10 Elect Director R. David Yost For Did Not Management Vote 2 Ratify Auditors For Did Not Management Vote 3 Require a Majority Vote for the Election Against Did Not Shareholder of Directors Vote 4 Separate Chairman and CEO Positions Against Did Not Shareholder Vote - -------------------------------------------------------------------------------- ELI LILLY AND CO. Ticker: LLY Security ID: 532457108 Meeting Date: APR 24, 2006 Meeting Type: Annual Record Date: FEB 15, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin S. Feldstein, Ph.D. For For Management 1.2 Elect Director J. Erik Fyrwald For For Management 1.3 Elect Director Ellen R. Marram For For Management 1.4 Elect Director Sidney Taurel For For Management 2 Ratify Auditors For For Management 3 Report on Animal Welfare Policy Against Against Shareholder 4 Separate Chairman and CEO Positions Against For Shareholder 5 Declassify the Board of Directors Against For Shareholder 6 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- EMC CORP. Ticker: EMC Security ID: 268648102 Meeting Date: MAY 4, 2006 Meeting Type: Annual Record Date: MAR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gail Deegan For For Management 1.2 Elect Director Olli-Pekka Kallasvuo For For Management 1.3 Elect Director Windle B. Priem For For Management 1.4 Elect Director Alfred M. Zeien For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors 4 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards 5 Declassify the Board of Directors Against For Shareholder 6 Limit Composition of Committee(s) to Against Against Shareholder Independent Directors - -------------------------------------------------------------------------------- EXXON MOBIL CORP. Ticker: XOM Security ID: 30231G102 Meeting Date: MAY 31, 2006 Meeting Type: Annual Record Date: APR 6, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael J. Boskin For Withhold Management 1.2 Elect Director William W. George For For Management 1.3 Elect Director James R. Houghton For Withhold Management 1.4 Elect Director William R. Howell For Withhold Management 1.5 Elect Director Reatha Clark King For Withhold Management 1.6 Elect Director Philip E. Lippincott For For Management 1.7 Elect Director Henry A. McKinnell, Jr. For Withhold Management 1.8 Elect Director Marilyn Carlson Nelson For For Management 1.9 Elect Director Samuel J. Palmisano 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 Provide for Cumulative Voting Against For Shareholder 4 Require a Majority Vote for the Election Against For Shareholder of Directors 5 Company-Specific-Nominate Independent Against For Shareholder Director with Industry Experience 6 Require Director Nominee Qualifications Against For Shareholder 7 Non-Employee Director Compensation Against Against Shareholder 8 Separate Chairman and CEO Positions Against Against Shareholder 9 Review Executive Compensation Against Against Shareholder 10 Link Executive Compensation to Social Against Against Shareholder Issues 11 Report on Political Contributions Against Against Shareholder 12 Report on Charitable Contributions Against Against Shareholder 13 Amend Equal Employment Opportunity Policy Against Against Shareholder to Prohibit Discrimination Based on Sexual Orientation 14 Report on Damage Resulting from Drilling Against Against Shareholder for Oil and gas in Protected Areas 15 Report Accountability for Company's Against Against Shareholder Environmental Impacts due to Operation - -------------------------------------------------------------------------------- FEDERATED DEPARTMENT STORES, INC. Ticker: FD Security ID: 31410H101 Meeting Date: JUL 13, 2005 Meeting Type: Annual Record Date: MAY 20, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with an For For Management Acquisition 2.1 Elect Director Meyer Feldberg For For Management 2.2 Elect Director Terry J. Lundgren For For Management 2.3 Elect Director Marna C. Whittington For For Management 3 Declassify the Board of Directors For For Management 4 Ratify Auditors For For Management 5 Adjourn Meeting For Against Management - -------------------------------------------------------------------------------- FIRSTENERGY CORPORATION Ticker: FE Security ID: 337932107 Meeting Date: MAY 16, 2006 Meeting Type: Annual Record Date: MAR 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Anthony J. Alexander For Withhold Management 1.2 Elect Director Carol A. Cartwright For Withhold Management 1.3 Elect Director William T. Cottle For Withhold Management 1.4 Elect Director Robert B. Heisler, Jr. For Withhold Management 1.5 Elect Director Russell W. Maier For Withhold Management 1.6 Elect Director George M. Smart For Withhold Management 1.7 Elect Director Wes M. Taylor For Withhold Management 1.8 Elect Director Jesse T. Williams, Sr. For Withhold Management 2 Ratify Auditors For For Management 3 Adopt Simple Majority Vote Requirement Against For Shareholder 4 Submit Severance Agreement (Change in Against For Shareholder Control) to shareholder Vote - -------------------------------------------------------------------------------- GENERAL ELECTRIC CO. Ticker: GE Security ID: 369604103 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: FEB 27, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James I. Cash, Jr. For For Management 1.2 Elect Director Sir 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 Jeffrey R. Immelt For For Management 1.6 Elect Director Andrea Jung For For Management 1.7 Elect Director Alan G. Lafley For For Management 1.8 Elect Director Robert W. Lane 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 Restore or Provide for Cumulative Voting Against Against Shareholder 4 Adopt Policy on Overboarded Directors Against Against Shareholder 5 Company-Specific -- One Director from the Against Against Shareholder Ranks of the Retirees 6 Separate Chairman and CEO Positions Against Against Shareholder 7 Require a Majority Vote for the Election Against Against Shareholder of Directors 8 Report on Environmental Policies Against Against Shareholder - -------------------------------------------------------------------------------- GILLETTE CO., THE Ticker: G Security ID: 375766102 Meeting Date: JUL 12, 2005 Meeting Type: Special Record Date: MAY 19, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management - -------------------------------------------------------------------------------- GLOBAL PAYMENTS, INC. Ticker: GPN Security ID: 37940X102 Meeting Date: SEP 21, 2005 Meeting Type: Annual Record Date: AUG 5, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul R. Garcia For For Management 1.2 Elect Director Michael W. Trapp For For Management 1.3 Elect Director Gerald J. Wilkins For For Management - -------------------------------------------------------------------------------- GOOGLE INC Ticker: GOOG Security ID: 38259P508 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: MAR 17, 2006 # 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 Michael Moritz For For Management 1.9 Elect Director Paul S. Otellini For For Management 1.10 Elect Director K. Ram Shriram For For Management 1.11 Elect Director Shirley M. Tilghman For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Company-Specific-Recapitalization Plan Against Against Shareholder - -------------------------------------------------------------------------------- HALLIBURTON CO. Ticker: HAL Security ID: 406216101 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Alan M. Bennett For For Management 1.2 Elect Director James R. Boyd For For Management 1.3 Elect Director Robert L. Crandall For For Management 1.4 Elect Director Kenneth T. Derr For For Management 1.5 Elect Director S.Malcolm Gillis For For Management 1.6 Elect Director W.R. Howell For For Management 1.7 Elect Director Ray L. Hunt For For Management 1.8 Elect Director David J. Lesar For For Management 1.9 Elect Director J.Landis Martin For For Management 1.10 Elect Director Jay A. Precourt For For Management 1.11 Elect Director Debra L. Reed For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Amend Terms of Severance Payments to For For Management Executives 5 Review Human Rights Standards Against For Shareholder 6 Require a Majority Vote for the Election Against For Shareholder of Directors 7 Amend Terms of Existing Poison Pill Against Against Shareholder - -------------------------------------------------------------------------------- HOSPIRA INC Ticker: HSP Security ID: 441060100 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald A. Matricaria For For Management 1.2 Elect Director Christopher B. Begley For For Management 1.3 Elect Director John C. Staley For For Management 1.4 Elect Director Mark F. Wheeler For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- INGERSOLL-RAND COMPANY LIMITED Ticker: IR Security ID: G4776G101 Meeting Date: JUN 7, 2006 Meeting Type: Annual Record Date: APR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director T.E. Martin For Withhold Management 1.2 Elect Director P. Nachtigal For For Management 1.3 Elect Director R.J. Swift For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- INTEL CORP. Ticker: INTC Security ID: 458140100 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 20, 2006 # 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 E. John P. Browne 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 Rescind Fair Price Provision For For Management 13 Amend Articles/Bylaws/Repeal For For Management Supermajority Vote 14 Ratify Auditors For For Management 15 Approve Omnibus Stock Plan For For Management 16 Approve Qualified Employee Stock Purchase For For Management Plan - -------------------------------------------------------------------------------- INTERNATIONAL BUSINESS MACHINES CORP. Ticker: IBM Security ID: 459200101 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: FEB 24, 2006 # 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 Withhold 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 Charles M. Vest For For Management 1.13 Elect Director Lorenzo H. Zambrano For Withhold Management 2 Ratify Auditors For For Management 3 Provide for Cumulative Voting Against For Shareholder 4 Evaluate Age Discrimination in Retirement Against Against Shareholder Plans 5 Time-Based Equity Awards Against For Shareholder 6 Increase Disclosure of Executive Against Against Shareholder Compensation 7 Report on Outsourcing Against Against Shareholder 8 Implement/ Increase Activity on the China Against Against Shareholder Principles 9 Report on Political Contributions Against Against Shareholder 10 Require a Majority Vote for the Election Against For Shareholder of Directors 11 Adopt Simple Majority Vote Against For Shareholder - -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: FEB 28, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary S. 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 D. 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 Charles Prince For For Management 1.11 Elect Director Steven S. Reinemund For For Management 1.12 Elect Director David Satcher For For Management 1.13 Elect Director William C. Weldon For For Management 2 Amend Articles to Remove Antitakeover For For Management Provision 3 Ratify Auditors For For Management 4 Disclose Charitable Contributions Against Against Shareholder 5 Require a Majority Vote for the Election Against Against Shareholder of Directors - -------------------------------------------------------------------------------- KELLOGG CO. Ticker: K Security ID: 487836108 Meeting Date: APR 21, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John T. Dillon For For Management 1.2 Elect Director James M. Jenness For For Management 1.3 Elect Director L. Daniel Jorndt For For Management 1.4 Elect Director William D. Perez For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Sustainability Report Against Against Shareholder - -------------------------------------------------------------------------------- KOHL'S CORP. Ticker: KSS Security ID: 500255104 Meeting Date: APR 26, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jay H. Baker For For Management 1.2 Elect Director Steven A. Burd For For Management 1.3 Elect Director Kevin Mansell For For Management 1.4 Elect Director Peter M. Sommerhauser For For Management 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Management 4 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- KRAFT FOODS INC Ticker: KFT Security ID: 50075N104 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: MAR 1, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jan Bennink For For Management 1.2 Elect Director Louis C. Camilleri For For Management 1.3 Elect Director Roger K. Deromedi For For Management 1.4 Elect Director Dinyar S. Devitre For For Management 1.5 Elect Director Richard A. Lerner, M.D. For For Management 1.6 Elect Director John C. Pope For For Management 1.7 Elect Director Mary L. Schapiro For For Management 1.8 Elect Director Charles R. Wall For For Management 1.9 Elect Director Deborah C. Wright For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Omnibus For Against Management Stock Plan 4 Cease Corporate Support for Homosexual Against Against Shareholder Activities or Events - -------------------------------------------------------------------------------- LAM RESEARCH CORP. Ticker: LRCX Security ID: 512807108 Meeting Date: NOV 3, 2005 Meeting Type: Annual Record Date: SEP 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James W. Bagley For For Management 1.2 Elect Director David G. Arscott For For Management 1.3 Elect Director Robert M. Berdahl For For Management 1.4 Elect Director Richard J. Elkus, Jr. For For Management 1.5 Elect Director Jack R. Harris For For Management 1.6 Elect Director Grant M. Inman For For Management 1.7 Elect Director Stephen G. Newberry For For Management 1.8 Elect Director Seiichi Watanabe For For Management 2 Amend Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MICROSOFT CORP. Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 9, 2005 Meeting Type: Annual Record Date: SEP 9, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates, III For For Management 1.2 Elect Director Steven A. Ballmer For For Management 1.3 Elect Director James I. Cash Jr. For For Management 1.4 Elect Director Dina Dublon For For Management 1.5 Elect Director Raymond V. Gilmartin For For Management 1.6 Elect Director A. Mclaughlin Korologos For For Management 1.7 Elect Director David F. Marquardt For For Management 1.8 Elect Director Charles H. Noski For For Management 1.9 Elect Director Helmut Panke For For Management 1.10 Elect Director Jon A. Shirley For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- MOTOROLA, INC. Ticker: MOT Security ID: 620076109 Meeting Date: MAY 1, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director E. Zander For For Management 1.2 Elect Director H.L. Fuller For For Management 1.3 Elect Director J. Lewent For For Management 1.4 Elect Director T. Meredith For For Management 1.5 Elect Director N. Negroponte For For Management 1.6 Elect Director I. Nooyi 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 J. White For For Management 1.12 Elect Director M. White For For Management 2 Approve Omnibus Stock Plan For For Management 3 Submit Shareholder Rights Plan (Poison Against Against Shareholder Pill) to Shareholder Vote - -------------------------------------------------------------------------------- NATIONAL OILWELL VARCO INC. Ticker: NOV Security ID: 637071101 Meeting Date: JUL 22, 2005 Meeting Type: Annual Record Date: JUN 8, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert E. Beauchamp For For Management 1.2 Elect Director Jeffery A. Smisek For For Management 1.3 Elect Director James D. Woods For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- NORTHROP GRUMMAN CORP. Ticker: NOC Security ID: 666807102 Meeting Date: MAY 17, 2006 Meeting Type: Annual Record Date: MAR 21, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John T. Chain, Jr. For For Management 1.2 Elect Director Vic Fazio For For Management 1.3 Elect Director Stephen E. Frank For For Management 1.4 Elect Director Charles R. Larson For Withhold Management 1.5 Elect Director Richard B. Myers For For Management 1.6 Elect Director Ronald D. Sugar For For Management 2 Ratify Auditors For For Management 3 Amend Articles/Bylaws/Charter-Non-Routine For For Management 4 Separate Chairman and CEO Positions Against Against Shareholder - -------------------------------------------------------------------------------- NUCOR CORP. Ticker: NUE Security ID: 670346105 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: MAR 13, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Clayton C. Daley, Jr. For For Management 1.2 Elect Director Harvey B. Grant For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- NVIDIA CORPORATION Ticker: NVDA Security ID: 67066G104 Meeting Date: JUL 21, 2005 Meeting Type: Annual Record Date: MAY 23, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Steven Chu For For Management 1.2 Elect Director Harvey C. Jones For For Management 1.3 Elect Director William J. Miller For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- OMNICOM GROUP INC. Ticker: OMC Security ID: 681919106 Meeting Date: MAY 23, 2006 Meeting Type: Annual Record Date: APR 7, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Wren For For Management 1.2 Elect Director Bruce Crawford For For Management 1.3 Elect Director Robert Charles Clark For For Management 1.4 Elect Director Leonard S. Coleman, Jr For For Management 1.5 Elect Director Errol M. Cook For For Management 1.6 Elect Director Susan S. Denison For For Management 1.7 Elect Director Michael A. Henning For For Management 1.8 Elect Director John R. Murphy For For Management 1.9 Elect Director John R. Purcell For For Management 1.10 Elect Director Linda Johnson Rice For For Management 1.11 Elect Director Gary L. Roubos For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- PIXAR, INC. Ticker: PIXR Security ID: 725811103 Meeting Date: MAY 5, 2006 Meeting Type: Special Record Date: MAR 16, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management - -------------------------------------------------------------------------------- RAYTHEON CO. Ticker: RTN Security ID: 755111507 Meeting Date: MAY 3, 2006 Meeting Type: Annual Record Date: MAR 9, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara M. Barrett For For Management 1.2 Elect Director Vernon E. Clark For For Management 1.3 Elect Director Ferdinand For For Management Colloredo-Mansfeld 1.4 Elect Director John M. Deutch For For Management 1.5 Elect Director Frederic M. Poses For For Management 1.6 Elect Director Michael C. Ruettgers For For Management 1.7 Elect Director Ronald L. Skates For For Management 1.8 Elect Director William R. Spivey For For Management 1.9 Elect Director Linda G. Stuntz For For Management 1.10 Elect Director William H. Swanson For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Require a Majority Vote for the Election Against For Shareholder of Directors 5 Provide for Cumulative Voting Against For Shareholder 6 Submit Supplemental Executive Retirement Against For Shareholder Plans to Shareholder vote 7 Separate Chairman and CEO Positions Against For Shareholder - -------------------------------------------------------------------------------- SCIENTIFIC-ATLANTA, INC. Ticker: SFA Security ID: 808655104 Meeting Date: NOV 3, 2005 Meeting Type: Annual Record Date: SEP 15, 2005 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David W. Dorman For For Management 1.2 Elect Director William E. Kassling For For Management 1.3 Elect Director Mylle H. Mangum For For Management 2 Ratify Auditors For For Management 3 Amend Executive Incentive Bonus Plan For For Management 4 Approve Non-Employee Director Omnibus For For Management Stock Plan - -------------------------------------------------------------------------------- TIME WARNER INC Ticker: TWX Security ID: 887317105 Meeting Date: MAY 19, 2006 Meeting Type: Annual Record Date: MAR 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James L. Barksdale For For Management 1.2 Elect Director Stephen F. Bollenbach For For Management 1.3 Elect Director Frank J Caufield For For Management 1.4 Elect Director Robert C. Clark For For Management 1.5 Elect Director Jessica P. Einhorn For For Management 1.6 Elect Director Reuben Mark For For Management 1.7 Elect Director Michael A. Miles For For Management 1.8 Elect Director Kenneth J. Novack For For Management 1.9 Elect Director Richard D. Parsons For For Management 1.10 Elect Director Francis T. Vincent, Jr For For Management 1.11 Elect Director Deborah C. Wright For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Adopt Simple Majority Vote Requirement Against For Shareholder 5 Separate Chairman and CEO Positions Against Against Shareholder 6 Develop a Code Vendor of Conduct Against Against Shareholder - -------------------------------------------------------------------------------- UNION PACIFIC CORP. Ticker: UNP Security ID: 907818108 Meeting Date: MAY 4, 2006 Meeting Type: Annual Record Date: FEB 23, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jr. Richard K. Davidson For For Management 1.2 Elect Director Erroll B. Davis For For Management 1.3 Elect Director Thomas J. Donohue For For Management 1.4 Elect Director Archie W. Dunham For For Management 1.5 Elect Director Judith Richards Hope For For Management 1.6 Elect Director Charles C. Krulak For For Management 1.7 Elect Director Michael W. McConnell For For Management 1.8 Elect Director Steven R. Rogel For For Management 1.9 Elect Director James R. Young For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Election Against For Shareholder of Directors 4 Report on Political Contributions Against Against Shareholder 5 Provide for an Independent Chairman Against Against Shareholder - -------------------------------------------------------------------------------- UNITED STATES STEEL CORP. Ticker: X Security ID: 912909108 Meeting Date: APR 25, 2006 Meeting Type: Annual Record Date: FEB 24, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director J. Gary Cooper For For Management 1.2 Elect Director Frank J. Lucchino For For Management 1.3 Elect Director Seth E. Schofield For For Management 1.4 Elect Director John P. Suma For For Management 2 Ratify Auditors For For Management - -------------------------------------------------------------------------------- VERTEX PHARMACEUTICALS INC. Ticker: VRTX Security ID: 92532F100 Meeting Date: MAY 11, 2006 Meeting Type: Annual Record Date: MAR 14, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eric K. Brandt For For Management 1.2 Elect Director Bruce I. Sachs For For Management 1.3 Elect Director Eve E. Slater, M.D. For For Management 2 Approve Omnibus Stock Plan For For Management - -------------------------------------------------------------------------------- WASTE MANAGEMENT, INC. Ticker: WMI Security ID: 94106L109 Meeting Date: MAY 5, 2006 Meeting Type: Annual Record Date: MAR 10, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Pastora San Juan Cafferty For For Management 1.2 Elect Director Frank M. Clark, Jr. For For Management 1.3 Elect Director Thomas I. Morgan For For Management 1.4 Elect Director John C. Pope For For Management 1.5 Elect Director W. Robert Reum For For Management 1.6 Elect Director Steven G. Rothmeier For For Management 1.7 Elect Director David P. Steiner For For Management 1.8 Elect Director Thomas H. Weidemeyer For For Management 2 Ratify Auditors For For Management 3 Amend Qualified Employee Stock Purchase For For Management Plan 4 Require a Majority Vote for the Election Against For Shareholder of Directors - -------------------------------------------------------------------------------- WYETH Ticker: WYE Security ID: 983024100 Meeting Date: APR 27, 2006 Meeting Type: Annual Record Date: MAR 3, 2006 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert Essner For For Management 1.2 Elect Director John D. Feerick For For Management 1.3 Elect Director Frances D. Fergusson, For For Management Ph.D. 1.4 Elect Director Victor F. Ganzi For For Management 1.5 Elect Director Robert Langer For For Management 1.6 Elect Director John P. Mascotte For For Management 1.7 Elect Director Mary Lake Polan, M.D., For For Management Ph.D. 1.8 Elect Director Gary L. Rogers For For Management 1.9 Elect Director Ivan G. Seidenberg For For Management 1.10 Elect Director Walter V. Shipley For For Management 1.11 Elect Director John R. Torell, III For For Management 2 Ratify Auditors For For Management 3 Approve Non-Employee Director Omnibus For For Management Stock Plan 4 Report on Product Availability in Canada Against Against Shareholder 5 Report on Political Contributions Against Against Shareholder 6 Report on Animal welfare Policy Against Against Shareholder 7 Require a Majority Vote for the Election Against For Shareholder of Directors 8 Separate Chairman and CEO Positions Against Against Shareholder 9 Adopt Simple Majority Vote Requirement Against Against Shareholder ========== END NPX REPORT SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant): Morgan Stanley Total Return Trust ---------------------------------- By (Signature and Title): /s/ Ronald E. Robison President and Principal Executive Officer - Office of the Funds --------------------------------------------------------------- Date August 28, 2006 ---------------- 2
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N-PX Filing
Morgan Stanley Total Return Trust Inactive N-PXAnnual report of proxy voting record
Filed: 29 Aug 06, 12:00am