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 811-03639
Morgan Stanley Mid Cap Growth Fund
(Exact name of registrant as specified in charter)
522 Fifth Avenue, New York, New York 10036
(Address of principal executive offices) (Zip code)
Stefanie V. Chang Yu, Esq.
Managing Director
Morgan Stanley Investment Advisors Inc.
522 Fifth Avenue
New York, New York 10036
(Name and address of agent for service)
Registrant's telephone number, including area code: 800-869-6397
Date of fiscal year end: 9/30
Date of reporting period: 7/1/08 - 6/30/09
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-03639
Reporting Period: 07/01/2008 - 06/30/2009
Morgan Stanley Mid Cap Growth Fund
====================== MORGAN STANLEY MID CAP GROWTH FUND ======================
ABERCROMBIE & FITCH CO.
Ticker: ANF Security ID: 002896207
Meeting Date: JUN 10, 2009 Meeting Type: Annual
Record Date: APR 15, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James B. Bachmann For For Management
1.2 Elect Director Michael S. Jeffries For For Management
1.3 Elect Director John W. Kessler For Withhold Management
2 Ratify Auditors For For Management
3 Adopt Majority Voting for Uncontested For For Management
Election of Directors
4 Adopt Policy Against Certain Death Against Against Shareholder
Benefits
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AECOM TECHNOLOGY CORPORATION
Ticker: ACM Security ID: 00766T100
Meeting Date: MAR 5, 2009 Meeting Type: Annual
Record Date: JAN 5, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James H. Fordyce For For Management
1.2 Elect Director Linda Griego For For Management
1.3 Elect Director Richard G. Newman For For Management
1.4 Elect Director William G. Ouchi For For Management
2 Ratify Auditors For For Management
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ALIBABA.COM CORP
Ticker: Security ID: G01717100
Meeting Date: MAY 7, 2009 Meeting Type: Annual
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2 Reelect Wei Zhe, David as Director For For Management
3 Reelect Tsai Chung, Joseph as Director For For Management
4 Reelect Okada, Satoshi as Director For For Management
5 Reelect Kwan Ming Sang, Savio as For For Management
Director
6 Elect Lee Shi-Huei as Director For For Management
7 Elect Deng Kang Ming as Director For For Management
8 Authorize Board to Fix Remuneration of For For Management
Directors
9 Reappoint Auditors and Authorize Board For For Management
to Fix Their Remuneration
10 Approve Issuance of Equity or For Against Management
Equity-Linked Securities without
Preemptive Rights
11 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
12 Authorize Reissuance of Repurchased For Against Management
Shares
13 Approve Issuance of Additional Shares For For Management
Pursuant to the Restricted Share Unit
Scheme
14 Adopt Amended and Restated Memorandum For For Management
and Articles of Association
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ALLEGHANY CORP.
Ticker: Y Security ID: 017175100
Meeting Date: APR 24, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John J. Burns, Jr. For For Management
1.2 Elect Director Dan R. Carmichael For For Management
1.3 Elect Director William K. Lavin For For Management
1.4 Elect Director Raymond L.M. Wong For For Management
2 Ratify Auditors For For Management
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AUTODESK, INC.
Ticker: ADSK Security ID: 052769106
Meeting Date: JUN 11, 2009 Meeting Type: Annual
Record Date: APR 14, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Carl Bass For For Management
1.2 Elect Director Crawford W. Beveridge For For Management
1.3 Elect Director J. Hallam Dawson For For Management
1.4 Elect Director Per-Kristian Halvorsen For For Management
1.5 Elect Director Sean M. Maloney For For Management
1.6 Elect Director Elizabeth A. Nelson For For Management
1.7 Elect Director Charles J. Robel For For Management
1.8 Elect Director Steven M. West For For Management
2 Ratify Auditors For For Management
3 Approve Non-Employee Director Omnibus For Against Management
Stock Plan
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BAIDU.COM INC.
Ticker: BIDU Security ID: 056752108
Meeting Date: DEC 16, 2008 Meeting Type: Special
Record Date: NOV 13, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Authorize Share Repurchase Program For For Management
2 Amend Articles of Association Re: Issue For For Management
and Purchase of Shares
3 Change Company Name to Baidu, Inc. For For Management
4 Adopt New Memorandum and Articles of For For Management
Association
5 Amend 2000 Option Plan For Against Management
6 Approve 2008 Share Incentive Plan For Against Management
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BROOKFIELD ASSET MANAGEMENT INC.
Ticker: BAM.A Security ID: 112585104
Meeting Date: MAY 5, 2009 Meeting Type: Annual/Special
Record Date: MAR 10, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Marcel R. Coutu For For Management
1.2 Elect Director Maureen Kempston Darkes For For Management
1.3 Elect Director Lance Liebman For For Management
1.4 Elect Director G. Wallace F. McCain For For Management
1.5 Elect Director Frank J. McKenna For For Management
1.6 Elect Director Jack M. Mintz For For Management
1.7 Elect Director Patricia M. Newson For For Management
1.8 Elect Director James A. Pattison For For Management
2 Approve Deloitte & Touche LLP as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
3 Approve Stock Option Plan For For Management
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C.H. ROBINSON WORLDWIDE, INC.
Ticker: CHRW Security ID: 12541W209
Meeting Date: MAY 14, 2009 Meeting Type: Annual
Record Date: MAR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director James B. Stake For For Management
2 Elect Director John P. Wiehoff For For Management
3 Approve Increase in Size of Board For For Management
4 Ratify Auditors For For Management
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CALAMOS ASSET MGMT INC
Ticker: CLMS Security ID: 12811R104
Meeting Date: MAY 22, 2009 Meeting Type: Annual
Record Date: APR 3, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director G. Bradford Bulkley For For Management
1.2 Elect Director Mitchell S. Feiger For For Management
1.3 Elect Director Richard W. Gilbert For For Management
1.4 Elect Director Arthur L. Knight For Withhold Management
2 Ratify Auditors For For Management
3 Approve Repricing of Options For Against Management
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COACH, INC.
Ticker: COH Security ID: 189754104
Meeting Date: OCT 30, 2008 Meeting Type: Annual
Record Date: SEP 3, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lew Frankfort For For Management
1.2 Elect Director Susan Kropf For For Management
1.3 Elect Director Gary Loveman For For Management
1.4 Elect Director Ivan Menezes For Withhold Management
1.5 Elect Director Irene Miller For For Management
1.6 Elect Director Keith Monda For For Management
1.7 Elect Director Michael Murphy For Withhold Management
1.8 Elect Director Jide Zeitlin For For Management
2 Amend Executive Incentive Bonus Plan For For Management
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CORPORATE EXECUTIVE BOARD CO. (THE)
Ticker: EXBD Security ID: 21988R102
Meeting Date: JUN 11, 2009 Meeting Type: Annual
Record Date: APR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas L. Monahan, III For For Management
1.2 Elect Director Gregor S. Bailar For For Management
1.3 Elect Director Stephen M. Carter For For Management
1.4 Elect Director Gordon J. Coburn For For Management
1.5 Elect Director Nancy J. Karch For For Management
1.6 Elect Director David W. Kenny For For Management
1.7 Elect Director Daniel O. Leemon For For Management
2 Ratify Auditors For For Management
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COVANTA HOLDING CORP.
Ticker: CVA Security ID: 22282E102
Meeting Date: MAY 7, 2009 Meeting Type: Annual
Record Date: MAR 26, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David M. Barse For For Management
1.2 Elect Director Ronald J. Broglio For For Management
1.3 Elect Director Peter C.B. Bynoe For For Management
1.4 Elect Director Linda J. Fisher For For Management
1.5 Elect Director Joseph M. Holsten For For Management
1.6 Elect Director Richard L. Huber For For Management
1.7 Elect Director Anthony J. Orlando For For Management
1.8 Elect Director William C. Pate For For Management
1.9 Elect Director Robert S. Silberman For For Management
1.10 Elect Director Jean Smith For For Management
1.11 Elect Director Clayton Yeutter For For Management
1.12 Elect Director Samuel Zell For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
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CTRIP.COM INTERNATIONAL LTD.
Ticker: CTRP Security ID: 22943F100
Meeting Date: SEP 30, 2008 Meeting Type: Annual
Record Date: AUG 22, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Authorize Share Repurchase Program For For Management
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DISCOVERY COMMUNICATIONS, INC.
Ticker: DISCA Security ID: 25470F104
Meeting Date: MAY 11, 2009 Meeting Type: Annual
Record Date: MAR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert R. Beck For For Management
1.2 Elect Director J. David Wargo For Withhold Management
2 Ratify Auditors For For Management
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DISCOVERY HOLDINGS COMPANY
Ticker: DISCA Security ID: 25468Y107
Meeting Date: SEP 16, 2008 Meeting Type: Annual
Record Date: AUG 5, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Approve Issuance of Shares for a For For Management
Private Placement
3 Increase Authorized Preferred and For For Management
Common Stock
4 Amend Omnibus Stock Plan For Against Management
5.1 Elect Director John C Malone For For Management
5.2 Elect Director Robert R Bennett For For Management
6 Ratify Auditors For For Management
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EQUINIX, INC.
Ticker: EQIX Security ID: 29444U502
Meeting Date: JUN 9, 2009 Meeting Type: Annual
Record Date: APR 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Steven T. Clontz For For Management
1.2 Elect Director Steven P. Eng For For Management
1.3 Elect Director Gary F. Hromadko For For Management
1.4 Elect Director Scott G. Kriens For For Management
1.5 Elect Director Irving F. Lyons, III For For Management
1.6 Elect Director Christopher B. Paisley For For Management
1.7 Elect Director Stephen M. Smith For For Management
1.8 Elect Director Peter F. Van Camp For For Management
2 Ratify Auditors For For Management
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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
Ticker: EXPD Security ID: 302130109
Meeting Date: MAY 6, 2009 Meeting Type: Annual
Record Date: MAR 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Mark A. Emmert For For Management
1.2 Elect Director R. Jordan Gates For For Management
1.3 Elect Director Dan P. Kourkoumelis For For Management
1.4 Elect Director Michael J. Malone For For Management
1.5 Elect Director John W. Meisenbach For For Management
1.6 Elect Director Peter J. Rose For For Management
1.7 Elect Director James L.K. Wang For For Management
1.8 Elect Director Robert R. Wright For For Management
2 Approve Stock Option Plan For For Management
3 Ratify Auditors For For Management
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GAFISA SA
Ticker: GFA Security ID: 362607301
Meeting Date: APR 30, 2009 Meeting Type: Annual/Special
Record Date: MAR 18, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports for Fiscal Year Ended
Dec. 31, 2008
2 Approve Allocation of Income and For For Management
Dividends
3 Elect Director For For Management
4 Ratify Remuneration of Executive For Abstain Management
Officers and Non-Executive Directors
Paid During 2008, and Approve
Remuneration for 2009
5 Designate Newspapers to Publish Company For For Management
Announcements
6 Amend Articles For Against Management
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GEN-PROBE, INC.
Ticker: GPRO Security ID: 36866T103
Meeting Date: MAY 14, 2009 Meeting Type: Annual
Record Date: MAR 19, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director John W. Brown For For Management
2 Elect Director John C. Martin Ph.D. For For Management
3 Elect Director Henry L. Nordhoff For For Management
4 Amend Omnibus Stock Plan For Abstain Management
5 Ratify Auditors For For Management
6 Approve Increase in Size of Board For For Management
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GREENHILL & CO., INC.
Ticker: GHL Security ID: 395259104
Meeting Date: APR 22, 2009 Meeting Type: Annual
Record Date: MAR 3, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert F. Greenhill For For Management
1.2 Elect Director Scott L. Bok For For Management
1.3 Elect Director Simon A. Borrows For For Management
1.4 Elect Director John C. Danforth For For Management
1.5 Elect Director Steven F. Goldstone For For Management
1.6 Elect Director Stephen L. Key For For Management
1.7 Elect Director Robert T. Blakely For For Management
2 Ratify Auditors For For Management
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GROUPE AEROPLAN INC.
Ticker: AER Security ID: 399453109
Meeting Date: MAY 21, 2009 Meeting Type: Annual
Record Date: APR 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert E. Brown For For Management
1.2 Elect Director Roman Doroniuk For For Management
1.3 Elect Director Rupert Duchesne For For Management
1.4 Elect Director Joanne Ferstman For For Management
1.5 Elect Director Michael M. Fortier For For Management
1.6 Elect Director John M. Forzani For For Management
1.7 Elect Director David H. Laidley For For Management
1.8 Elect Director Douglas D. Port For For Management
1.9 Elect Director Alan P. Rossy For For Management
2 Ratify PricewaterhouseCoopers LLP as For For Management
Auditors
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GRUPO AEROPORTUARIO DEL PACIFICO S.A.B. DE C.V.
Ticker: PAC Security ID: 400506101
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: APR 7, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1a Present CEO's Report For For Management
1b Present Chairman's Opinion on CEO's For For Management
Report
1c Present Report Prepared by the Chairman For For Management
of the Audit Committee and Corporate
Practices
1d Present Report of Compliance with For For Management
Fiscal Obligations
1e Present Report on Activities and other For For Management
Operations Carried Out by the Board
2 Approve Financial Statements and For Abstain Management
Auditors' Report for the Year Ended
December 31, 2008
3 Approve Allocation of Income in the For For Management
Amount of MXN 1.54 Billion for Fiscal
Year 2008
4a Approve Allocation of MXN 1.2 Billion For For Management
to Dividends or MXN 2.14 per Share:
First Payment of MXN 870 Million or MXN
1.55 per Share Payable from May 25,
2009
4b Approve Second Payment of Dividends of For For Management
MXN 330 Million or MXN 0.59 per Share
Payable from Oct. 31, 2009
5 Set Aggregate Nominal Amount of Share For For Management
Repurchase Reserve to MXN 864.6 Million
in Accordance with Article 56 of the
Securities Market Law; Void
Authorization Approved at the 2008 AGM
of MXN 55 Million
6 Designate Four Members of the Board of For Abstain Management
Directors and their Respective
Alternates by Series "BB" Shareholders
7 Discuss and Propose the Election of For For Management
Board Members by Series "B"
Shareholders that Hold 10 Percent of
Share Capital
8 Designate Directors by Series "B" For Abstain Management
Shareholders by Proposal of the
Nominating and Compensation Committee
9 Ratify Laura Diez Barroso Azcarraga as For For Management
President of the Board of Directors in
Accordance With Article XVI of
Corporate Bylaws
10 Approve Remuneration of Directors that For Abstain Management
Integrated the Board During 2008
11 Fix Number of Members of the Nominating For Abstain Management
and Compensation Committee in
Accordance With Article 28 of Corporate
Bylaws
12 Approve Board of Directors Candidate For Abstain Management
Proposed and Ratified by Series "B"
Shareholders to Integrate the
Nominating and Compensation Committee
13 Fix Number of Members of Acquisition For Abstain Management
Committee
14 Ratify Audit Committee Chairman For Abstain Management
15 Present Report Regarding Individual or For Abstain Management
Accumulated Operations Greater Than $3
Million
16 Authorize Board to Ratify and Execute For For Management
Approved Resolutions
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IHS INC.
Ticker: IHS Security ID: 451734107
Meeting Date: MAY 14, 2009 Meeting Type: Annual
Record Date: MAR 13, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ruann F. Ernst For For Management
1.2 Elect Director Christoph v. Grolman For For Management
1.3 Elect Director Richard W. Roedel For For Management
2 Ratify Auditors For For Management
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ILLUMINA, INC.
Ticker: ILMN Security ID: 452327109
Meeting Date: SEP 9, 2008 Meeting Type: Special
Record Date: JUL 28, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Increase Authorized Common Stock For For Management
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ILLUMINA, INC.
Ticker: ILMN Security ID: 452327109
Meeting Date: MAY 8, 2009 Meeting Type: Annual
Record Date: MAR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director A. Blaine Bowman For For Management
2 Elect Director Karin Eastham For For Management
3 Elect Director Jay T. Flatley For For Management
4 Elect Director William H. Rastetter, For For Management
Ph.D.
5 Ratify Auditors For For Management
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INTERCONTINENTALEXCHANGE, INC.
Ticker: ICE Security ID: 45865V100
Meeting Date: MAY 14, 2009 Meeting Type: Annual
Record Date: MAR 17, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles R. Crisp For For Management
1.2 Elect Director Jean-Marc Forneri For For Management
1.3 Elect Director Fred W. Hatfield For For Management
1.4 Elect Director Terrence F. Martell For For Management
1.5 Elect Director Sir Robert Reid For For Management
1.6 Elect Director Frederic V. Salerno For Withhold Management
1.7 Elect Director Frederick W. Schoenhut For For Management
1.8 Elect Director Jeffrey C. Sprecher For For Management
1.9 Elect Director Judith A. Sprieser For For Management
1.10 Elect Director Vincent Tese For Withhold Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Approve Omnibus Stock Plan For For Management
4 Ratify Auditors For For Management
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INTREPID POTASH INC
Ticker: IPI Security ID: 46121Y102
Meeting Date: MAY 28, 2009 Meeting Type: Annual
Record Date: APR 1, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Terry Considine For For Management
2 Ratify Auditors For For Management
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INTUITIVE SURGICAL, INC.
Ticker: ISRG Security ID: 46120E602
Meeting Date: APR 22, 2009 Meeting Type: Annual
Record Date: FEB 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Gary S. Guthart, Ph.D. For For Management
1.2 Elect Director Mark J. Rubash For For Management
1.3 Elect Director Lonnie M. Smith For For Management
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LEUCADIA NATIONAL CORP.
Ticker: LUK Security ID: 527288104
Meeting Date: MAY 11, 2009 Meeting Type: Annual
Record Date: MAR 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ian M. Cumming For For Management
1.2 Elect Director Paul M. Dougan For For Management
1.3 Elect Director Alan J. Hirschfield For For Management
1.4 Elect Director James E. Jordan For For Management
1.5 Elect Director Jeffrey C. Keil For For Management
1.6 Elect Director J. Clyde Nichols, III For For Management
1.7 Elect Director Michael Sorkin For For Management
1.8 Elect Director Joseph S. Steinberg For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
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LI & FUNG LIMITED
Ticker: 494 Security ID: G5485F144
Meeting Date: MAY 13, 2009 Meeting Type: Annual
Record Date: MAY 5, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Consolidated Financial For For Management
Statements and Statutory Reports
2 Approve Final Dividend of HK$0.33 Per For For Management
Share
3a Reelect Franklin Warren McFarlan For For Management
Director
3b Reelect Spencer Theodore Fung as For For Management
Director
3c Reelect Martin Tang Yue Nien as For For Management
Director
4 Authorize Directors' Fees and For For Management
Additional Remuneration to
Non-Executive Directors on Board
Committees
5 Reappoint PricewaterhouseCoopers as For For Management
Auditors and Authorize Board to Fix
Their Remuneration
6 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
7 Approve Issuance of Equity or For Against Management
Equity-Linked Securities without
Preemptive Rights
8 Authorize Reissuance of Repurchased For Against Management
Shares
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LULULEMON ATHLETICA, INC.
Ticker: LULU Security ID: 550021109
Meeting Date: JUN 10, 2009 Meeting Type: Annual
Record Date: APR 22, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Christine M. Day For For Management
1.2 Elect Director Martha A.M. Morfitt For For Management
1.3 Elect Director Rhoda M. Pitcher For For Management
2 Ratify Auditors For For Management
3 Other Business For Against Management
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MARTIN MARIETTA MATERIALS, INC.
Ticker: MLM Security ID: 573284106
Meeting Date: MAY 27, 2009 Meeting Type: Annual
Record Date: MAR 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David G. Maffucci For For Management
1.2 Elect Director William E. McDonald For For Management
1.3 Elect Director Frank H. Menaker, Jr. For For Management
1.4 Elect Director Richard A. Vinroot For For Management
2 Ratify Auditors For For Management
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MINDRAY MEDICAL INTERNATIONAL LTD.
Ticker: MR Security ID: 602675100
Meeting Date: OCT 17, 2008 Meeting Type: Annual
Record Date: AUG 27, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1 Reelect Li Xiting as Director For For Management
2 Reelect Wu Qiyao as Director For For Management
3 Elect Lin Jixun as Director For For Management
4 Ratify Deloitte Touche Tohmatsu as For For Management
Auditors for the Fiscal Year 2007
5 Appoint Deloitte Touche Tohmatsu as For For Management
Auditors for the Fiscal Year 2008
6 Establish Range for Board Size For For Management
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MOHAWK INDUSTRIES, INC.
Ticker: MHK Security ID: 608190104
Meeting Date: MAY 13, 2009 Meeting Type: Annual
Record Date: MAR 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Bruce C. Bruckmann For For Management
1.2 Elect Director Frans G. De Cock For For Management
1.3 Elect Director Larry W. McCurdy For For Management
2 Ratify Auditors For For Management
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MONSTER WORLDWIDE, INC.
Ticker: MWW Security ID: 611742107
Meeting Date: JUN 22, 2009 Meeting Type: Annual
Record Date: APR 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Salvatore Iannuzzi For For Management
1.2 Elect Director Robert J. Chrenc For For Management
1.3 Elect Director John Gaulding For For Management
1.4 Elect Director Edmund P. Giambastiani, For For Management
Jr.
1.5 Elect Director Ronald J. Kramer For For Management
1.6 Elect Director Roberto Tunioli For For Management
1.7 Elect Director Timothy T. Yates For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
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MOODY'S CORPORATION
Ticker: MCO Security ID: 615369105
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: MAR 2, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ewald Kist For For Management
1.2 Elect Director Henry A. McKinnell, Jr. For Against Management
1.3 Elect Director John K. Wulff For Against Management
2 Ratify Auditors For For Management
3 Require Independent Board Chairman Against For Shareholder
4 Stock Retention/Holding Period Against For Shareholder
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MORNINGSTAR, INC.
Ticker: MORN Security ID: 617700109
Meeting Date: MAY 19, 2009 Meeting Type: Annual
Record Date: MAR 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Joe Mansueto For For Management
2 Elect Director Don Phillips For For Management
3 Elect Director Cheryl Francis For For Management
4 Elect Director Steve Kaplan For For Management
5 Elect Director Bill Lyons For For Management
6 Elect Director Jack Noonan For For Management
7 Elect Director Frank Ptak For For Management
8 Elect Director Paul Sturm For For Management
9 Approve Executive Incentive Bonus Plan For For Management
10 Ratify Auditors For For Management
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NALCO HOLDING COMPANY
Ticker: NLC Security ID: 62985Q101
Meeting Date: MAY 1, 2009 Meeting Type: Annual
Record Date: MAR 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director J. Erik Fyrwald For For Management
1.2 Elect Director Richard B. Marchese For For Management
1.3 Elect Director Paul J. Norris For For Management
2 Ratify Auditors For For Management
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NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC
Ticker: EDU Security ID: 647581107
Meeting Date: MAY 11, 2009 Meeting Type: Annual
Record Date: MAR 31, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 The Resolution As Set Out In Paragraph For Against Management
1 Of The Notice Of Annual General
Meeting Regarding Amendments To The
Company's 2006 Share Incentive Plan.
2 The Resolution As Set Out In Paragraph For For Management
2 Of The Notice Of Annual General
Meeting Regarding The Appointment Of
John Zhuang Yang Asan as Independent
Director.
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NII HOLDINGS, INC.
Ticker: NIHD Security ID: 62913F201
Meeting Date: MAY 12, 2009 Meeting Type: Annual
Record Date: MAR 20, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director George A. Cope For For Management
1.2 Elect Director Raymond P. Dolan For For Management
1.3 Elect Director Carolyn Katz For For Management
2 Ratify Auditors For For Management
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NVR, INC.
Ticker: NVR Security ID: 62944T105
Meeting Date: MAY 5, 2009 Meeting Type: Annual
Record Date: MAR 6, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Timothy M. Donahue For For Management
1.2 Elect Director William A. Moran For For Management
1.3 Elect Director Alfred E. Festa For For Management
1.4 Elect Director W. Grady Rosier For For Management
2 Ratify Auditors For For Management
3 Stock Retention/Holding Period Against For Shareholder
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PENN NATIONAL GAMING, INC.
Ticker: PENN Security ID: 707569109
Meeting Date: NOV 12, 2008 Meeting Type: Annual
Record Date: AUG 27, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter M. Carlino For For Management
1.2 Elect Director Harold Cramer For Withhold Management
2 Approve Issuance of Shares for a For For Management
Private Placement
3 Approve Omnibus Stock Plan For Against Management
4 Ratify Auditors For For Management
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PETROHAWK ENERGY CORPORATION
Ticker: HK Security ID: 716495106
Meeting Date: JUN 18, 2009 Meeting Type: Annual
Record Date: APR 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James W. Christmas For For Management
1.2 Elect Director James L. Irish III For For Management
1.3 Elect Director Robert C. Stone, Jr. For For Management
2 Increase Authorized Common Stock For For Management
3 Amend Omnibus Stock Plan For For Management
4 Amend Non-Employee Director Omnibus For For Management
Stock Plan
5 Permit Board to Amend Bylaws Without For Against Management
Shareholder Consent
6 Ratify Auditors For For Management
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PRICELINE.COM INC.
Ticker: PCLN Security ID: 741503403
Meeting Date: JUN 3, 2009 Meeting Type: Annual
Record Date: APR 14, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jeffery H. Boyd For For Management
1.2 Elect Director Ralph M. Bahna For For Management
1.3 Elect Director Howard W. Barker, Jr. For For Management
1.4 Elect Director Jan L. Docter For For Management
1.5 Elect Director Jeffrey E. Epstein For For Management
1.6 Elect Director James M. Guyette For For Management
1.7 Elect Director Nancy B. Peretsman For For Management
1.8 Elect Director Craig W. Rydin For For Management
2 Ratify Auditors For For Management
3 Approve Right to Call Special Meetings For For Management
4 Amend Articles/Bylaws/Charter -- Call Against Abstain Shareholder
Special Meetings
- --------------------------------------------------------------------------------
QUESTAR CORP.
Ticker: STR Security ID: 748356102
Meeting Date: MAY 19, 2009 Meeting Type: Annual
Record Date: MAR 10, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Keith O. Rattie For For Management
1.2 Elect Director Harris H. Simmons For For Management
1.3 Elect Director M. W. Scoggins For For Management
1.4 Elect Director James A. Harmon For For Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors For For Management
4 Amend Director/Officer Liability and For For Management
Indemnification
5 Increase Authorized Common Stock For For Management
6 Eliminate a Provision Imposing Limits For For Management
on Issuance of Preferred Stock
7 Amend Executive Incentive Bonus Plan For For Management
8 Require a Majority Vote for the None For Shareholder
Election of Directors
9 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
- --------------------------------------------------------------------------------
RANGE RESOURCES CORPORATION
Ticker: RRC Security ID: 75281A109
Meeting Date: MAY 20, 2009 Meeting Type: Annual
Record Date: MAR 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles L. Blackburn For For Management
1.2 Elect Director Anthony V. Dub For For Management
1.3 Elect Director V. Richard Eales For For Management
1.4 Elect Director Allen Finkelson For For Management
1.5 Elect Director James M. Funk For For Management
1.6 Elect Director Jonathan S. Linker For For Management
1.7 Elect Director Kevin S. McCarthy For For Management
1.8 Elect Director John H. Pinkerton For For Management
1.9 Elect Director Jeffrey L. Ventura For For Management
2 Amend Omnibus Stock Plan For For Management
3 Ratify Auditors For For Management
4 Other Business For Against Management
- --------------------------------------------------------------------------------
REDECARD SA
Ticker: Security ID: P79941103
Meeting Date: SEP 17, 2008 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Change Location of Registered For For Management
Headquarters
2 Designate Newspaper to Publish Meeting For For Management
Announcements
3 Amend Article 2 to Reflect the New For For Management
Location of the Company's Headquarters
4 Consolidate Articles For For Management
- --------------------------------------------------------------------------------
REDECARD SA
Ticker: Security ID: P79941103
Meeting Date: OCT 23, 2008 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Amend Stock Option Plan For For Management
- --------------------------------------------------------------------------------
REDECARD SA
Ticker: Security ID: P79941103
Meeting Date: MAR 18, 2009 Meeting Type: Annual/Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports for Fiscal Year Ended
Dec. 31, 2008
2 Approve Allocation of Income and For For Management
Dividends for the Previous Year, and
Approve Capital Budget for the Upcoming
Year
3 Approve Remuneration of Executive For Abstain Management
Officers, and Non-Executive Directors
4 Approve Maintenance of Joaquim For For Management
Francisco de Castro Neto as Board
Chairman
5 Ratify Election of Directors Appointed For For Management
by the Board on April 24, 2008, and
Sept. 23, 2008
- --------------------------------------------------------------------------------
REDECARD SA
Ticker: Security ID: P79941103
Meeting Date: APR 30, 2009 Meeting Type: Special
Record Date:
# Proposal Mgt Rec Vote Cast Sponsor
1 Amend Articles re: Creation of For For Management
Statutory Earnings Reserve
2 Amend Articles re: Require that For For Management
Financial Transactions be Approved by
Board
3 Amend Articles 3, 6, 7, 8, 9, 11, 12, For For Management
13, 14, 16, 22, and 30
4 Amend Articles re: Executive Officer For For Management
Board
5 Delete Subsection 5 of Article 27, For For Management
Article 31, and Article 43
- --------------------------------------------------------------------------------
ROCKWOOD HOLDINGS, INC.
Ticker: ROC Security ID: 774415103
Meeting Date: APR 23, 2009 Meeting Type: Annual
Record Date: MAR 4, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Nance K. Dicciani For For Management
1.2 Elect Director J. Kent Masters For Withhold Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For Against Management
4 Approve Executive Incentive Bonus Plan For For Management
- --------------------------------------------------------------------------------
SALESFORCE.COM, INC.
Ticker: CRM Security ID: 79466L302
Meeting Date: JUL 10, 2008 Meeting Type: Annual
Record Date: MAY 20, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Marc Benioff For For Management
1.2 Elect Director Craig Conway For For Management
1.3 Elect Director Alan Hassenfeld For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For Against Management
4 Amend Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
SALESFORCE.COM, INC.
Ticker: CRM Security ID: 79466L302
Meeting Date: JUN 11, 2009 Meeting Type: Annual
Record Date: APR 21, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Craig Ramsey For For Management
1.2 Elect Director Sanford Robertson For For Management
1.3 Elect Director Maynard Webb For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
SOUTHWESTERN ENERGY CO.
Ticker: SWN Security ID: 845467109
Meeting Date: MAY 19, 2009 Meeting Type: Annual
Record Date: MAR 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Lewis E. Epley, Jr. For For Management
1.2 Elect Director Robert L. Howard For For Management
1.3 Elect Director Harold M. Korell For For Management
1.4 Elect Director Vello A. Kuuskraa For For Management
1.5 Elect Director Kenneth R. Mourton For For Management
1.6 Elect Director Charles E. Scharlau For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
STARBUCKS CORP.
Ticker: SBUX Security ID: 855244109
Meeting Date: MAR 18, 2009 Meeting Type: Annual
Record Date: JAN 9, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Howard Schultz For For Management
2 Elect Director Barbara Bass For For Management
3 Elect Director William W. Bradley For For Management
4 Elect Director Mellody Hobson For For Management
5 Elect Director Kevin R. Johnson For For Management
6 Elect Director Olden Lee For For Management
7 Elect Director Sheryl Sandberg For For Management
8 Elect Director James G. Shennan, Jr. For For Management
9 Elect Director Javier G. Teruel For For Management
10 Elect Director Myron E. Ullman, III For For Management
11 Elect Director Craig E. Weatherup For For Management
12 Approve Stock Option Exchange Program For For Management
13 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
STRAYER EDUCATION, INC.
Ticker: STRA Security ID: 863236105
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: MAR 5, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert S. Silberman For For Management
1.2 Elect Director Dr. Charlotte F. Beason For For Management
1.3 Elect Director William E. Brock For For Management
1.4 Elect Director David A. Coulter For For Management
1.5 Elect Director Robert R. Grusky For For Management
1.6 Elect Director Robert L. Johnson For For Management
1.7 Elect Director Todd A. Milano For For Management
1.8 Elect Director G. Thomas Waite, III For For Management
1.9 Elect Director J. David Wargo For For Management
2 Ratify Auditors For For Management
3 Amend Qualified Employee Stock Purchase For For Management
Plan
- --------------------------------------------------------------------------------
TECHNE CORP.
Ticker: TECH Security ID: 878377100
Meeting Date: OCT 23, 2008 Meeting Type: Annual
Record Date: SEP 12, 2008
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Thomas E. Oland For For Management
1.2 Elect Director Roger C. Lucas For For Management
1.3 Elect Director Howard V. O'Connell For For Management
1.4 Elect Director G. Arthur Herbert For For Management
1.5 Elect Director R.C. Steer For For Management
1.6 Elect Director Robert V. Baumgartner For For Management
1.7 Elect Director C.A. Dinarello For For Management
1.8 Elect Director K.A. Holbrook For For Management
2 Fix Number of Directors For For Management
- --------------------------------------------------------------------------------
TENCENT HOLDINGS LIMITED
Ticker: 700 Security ID: G87572122
Meeting Date: MAY 13, 2009 Meeting Type: Annual
Record Date: MAY 7, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Accept Financial Statements and For For Management
Statutory Reports
2a Approve Final Dividend For For Management
2b Approve Special Dividend For For Management
3a1 Reelect Iain Ferguson Bruce as Director For For Management
3a2 Reelect Ian Charles Stone as Director For For Management
3b Authorize Board to Fix the Remuneration For For Management
of Directors
4 Reappoint Auditors and Authorize Board For For Management
to Fix Their Remuneration
5 Approve Issuance of Equity or For Against Management
Equity-Linked Securities without
Preemptive Rights
6 Authorize Repurchase of Up to 10 For For Management
Percent of Issued Share Capital
7 Authorize Reissuance of Repurchased For Against Management
Shares
- --------------------------------------------------------------------------------
TENCENT HOLDINGS LIMITED
Ticker: 700 Security ID: G87572122
Meeting Date: MAY 13, 2009 Meeting Type: Special
Record Date: MAY 7, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1 Adopt 2009 Share Option Scheme For For Management
2 Amend the Existing Share Award Scheme For For Management
Adopted on Dec. 13, 2007
- --------------------------------------------------------------------------------
TERADATA CORPORATION
Ticker: TDC Security ID: 88076W103
Meeting Date: APR 28, 2009 Meeting Type: Annual
Record Date: FEB 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter L. Fiore For For Management
1.2 Elect Director Michael F. Koehler For For Management
1.3 Elect Director James M. Ringler For For Management
2 Ratify Auditors For For Management
3 Amend Omnibus Stock Plan For For Management
4 Approve Executive Incentive Bonus Plan For For Management
- --------------------------------------------------------------------------------
TEXAS INDUSTRIES INCORPORATED
Ticker: TXI Security ID: 882491103
Meeting Date: OCT 21, 2008 Meeting Type: Proxy Contest
Record Date: AUG 22, 2008
# Proposal Mgt Rec Vote Cast Sponsor
Management Proposals (White Card)
1.1 Elect Director Sam Coats For Withhold Management
1.2 Elect Director Thomas R. Ransdell For Withhold Management
2 Ratify Auditors For For Management
3 Prepare Sustainability Report Against For Shareholder
# Proposal Diss Rec Vote Cast Sponsor
Dissident Proxy (Blue Card)
1 Elect Director Sam Coats Withhold Did Not Vote Shareholder
2 Elect Director Thomas R. Ransdell Withhold Did Not Vote Shareholder
3 Ratify Auditors For Did Not Vote Management
4 Prepare Sustainability Report Against Did Not Vote Shareholder
- --------------------------------------------------------------------------------
ULTRA PETROLEUM CORP.
Ticker: UPL Security ID: 903914109
Meeting Date: MAY 21, 2009 Meeting Type: Annual/Special
Record Date: MAR 23, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Michael D. Watford For For Management
1.2 Elect Director Roger A. Brown For For Management
1.3 Elect Director W. Charles Helton For For Management
1.4 Elect Director Stephen J. McDaniel For For Management
1.5 Elect Director Robert E. Rigney For For Management
2 Approve Ernst & Young LLP as Auditors For For Management
and Authorize Board to Fix Their
Remuneration
3 Shareholder Proposal: Prepare Report on Against Against Shareholder
Climate Change
4 Other Business For Against Management
- --------------------------------------------------------------------------------
WYNN RESORTS LTD
Ticker: WYNN Security ID: 983134107
Meeting Date: MAY 5, 2009 Meeting Type: Annual
Record Date: MAR 16, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Linda Chen For For Management
1.2 Elect Director Elaine P. Wynn For For Management
1.3 Elect Director John A. Moran For Withhold Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
YAHOO!, INC.
Ticker: YHOO Security ID: 984332106
Meeting Date: JUN 25, 2009 Meeting Type: Annual
Record Date: APR 27, 2009
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Carol Bartz For For Management
1.2 Elect Director Frank J. Biondi, Jr. For For Management
1.3 Elect Director Roy J. Bostock For For Management
1.4 Elect Director Ronald W. Burkle For For Management
1.5 Elect Director John H. Chapple For For Management
1.6 Elect Director Eric Hippeau For For Management
1.7 Elect Director Carl C. Icahn For For Management
1.8 Elect Director Vyomesh Joshi For For Management
1.9 Elect Director Arthur H. Kern For For Management
1.10 Elect Director Mary Agnes Wilderotter For For Management
1.11 Elect Director Gary L. Wilson For For Management
1.12 Elect Director Jerry Yang 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 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
========== 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 Mid Cap Growth Fund
By (Signature and Title)*
/s/ Randy Takian
----------------------------------------
Randy Takian
President and Principal Executive
Officer - Office of the Funds
Date August 28, 2009
* Print the name and title of each signing officer under his or her
signature.