N-PX 1 y0195061nvpx.txt FORM N-PX 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 811-06711 Morgan Stanley Special 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: 2/28 Date of reporting period: 7/1/08 - 6/30/09 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-06711 Reporting Period: 07/01/2008 - 06/30/2009 Morgan Stanley Special Growth Fund ====================== MORGAN STANLEY SPECIAL GROWTH FUND ====================== ADVISORY BOARD CO., THE Ticker: ABCO Security ID: 00762W107 Meeting Date: SEP 8, 2008 Meeting Type: Annual Record Date: JUL 18, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc N. Casper For For Management 1.2 Elect Director Peter J. Grua For For Management 1.3 Elect Director Kelt Kindick For For Management 1.4 Elect Director Robert W. Musslewhite For For Management 1.5 Elect Director Mark R. Neaman For For Management 1.6 Elect Director Leon D. Shapiro For For Management 1.7 Elect Director Frank J. Williams For For Management 1.8 Elect Director Leanne M. Zumwalt For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- ALNYLAM PHARMACEUTICALS, INC. Ticker: ALNY Security ID: 02043Q107 Meeting Date: JUN 11, 2009 Meeting Type: Annual Record Date: APR 15, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John K. Clarke For For Management 1.2 Elect Director Vicki L. Sato For For Management 1.3 Elect Director James L. Vincent For For Management 2 Amend Stock Option Plan For For Management 3 Approve Omnibus Stock Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- AMBASSADORS GROUP INC Ticker: EPAX Security ID: 023177108 Meeting Date: MAY 7, 2009 Meeting Type: Annual Record Date: MAR 23, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James M. Kalustian For For Management 1.2 Elect Director John A. Ueberroth For For Management 1.3 Elect Director Joseph J. Ueberroth For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- ARUZE CORP Ticker: 6425 Security ID: J0204H106 Meeting Date: JUN 26, 2009 Meeting Type: Annual Record Date: MAR 31, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles To Reflect For For Management Digitalization of Share Certificates - Amend Business Lines 2.1 Elect Director For For Management 2.2 Elect Director For For Management 2.3 Elect Director For For Management 2.4 Elect Director For Against Management 2.5 Elect Director For For Management 2.6 Elect Director For For Management 2.7 Elect Director For Against Management 3 Approve Stock Option Plan For For Management 4 Appoint External Audit Firm For For Management -------------------------------------------------------------------------------- ATHENAHEALTH, INC. Ticker: ATHN Security ID: 04685W103 Meeting Date: JUN 11, 2009 Meeting Type: Annual Record Date: APR 15, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Richard N. Foster For For Management 1.2 Elect Director Ann H. Lamont For For Management 1.3 Elect Director James L. Mann For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- BANKRATE, INC. Ticker: RATE Security ID: 06646V108 Meeting Date: JUN 17, 2009 Meeting Type: Annual Record Date: APR 13, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert P. O'Block For For Management 1.2 Elect Director Randall E. Poliner For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- BJS RESTAURANTS INC Ticker: BJRI Security ID: 09180C106 Meeting Date: JUN 3, 2009 Meeting Type: Annual Record Date: APR 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gerald W. Deitchle For For Management 1.2 Elect Director James A. Dal Pozzo For For Management 1.3 Elect Director J. Roger King For For Management 1.4 Elect Director Shann M. Brassfield For For Management 1.5 Elect Director Larry D. Bouts For For Management 1.6 Elect Director John F. Grundhofer For Withhold Management 1.7 Elect Director Peter A. Bassi For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- BLACKBOARD INC Ticker: BBBB Security ID: 091935502 Meeting Date: JUN 4, 2009 Meeting Type: Annual Record Date: APR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael L. Chasen For For Management 1.2 Elect Director Thomas Kalinske For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management 4 Other Business For Against Management -------------------------------------------------------------------------------- BLUE NILE, INC. Ticker: NILE Security ID: 09578R103 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: MAR 31, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mary Alice Taylor For For Management 1.2 Elect Director Michael Potter For For Management 1.3 Elect Director Steve Scheid For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- BRASCAN RESIDENTIAL PROPERTIES SA Ticker: Security ID: P18156102 Meeting Date: JUL 16, 2008 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Ratify Agreement for the Acquisition of For For Management MB Engenharia SA -------------------------------------------------------------------------------- BRASCAN RESIDENTIAL PROPERTIES SA Ticker: Security ID: P18156102 Meeting Date: OCT 22, 2008 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Agreement to Acquire Company SA For For Management via the Shell Company Brascan SPE SP-3 SA 2 Approve Agreement to Acquire Brascan For For Management SPE SP-3 SA 3 Appoint Acal Consultoria e Auditoria SS For For Management to Appraise the Net Assets of Brascan SPE SP-3 SA 4 Approve Appraisal by Acal Consultoria e For For Management Auditoria SS 5 Approve Acquisition of Brascan SPE SP-3 For For Management SA 6 Amend Article 5 to Reflect Changes in For For Management Capital Derived from the Acquisition 7 Authorize the Execution of Approved For For Management Resolutions 8 Elect Directors For For Management 9 Approve Changes to the Executive For For Management Officer Board -------------------------------------------------------------------------------- BRASCAN RESIDENTIAL PROPERTIES SA Ticker: Security ID: P18156102 Meeting Date: NOV 24, 2008 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Articles 3,5, 10, 18, 19, 22, 23, For Against Management 27, and 32 2 Consolidate Articles For Against Management 3 Approve Increase in Global Remuneration For For Management of Directors, Given the Increase in Number of Directors -------------------------------------------------------------------------------- BRASCAN RESIDENTIAL PROPERTIES SA Ticker: Security ID: P18156102 Meeting Date: APR 30, 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 3 Approve Remuneration of Executive For Abstain Management Officers and Non-Executive Directors 4 Amend Article 5 to Reflect Capital For For Management Changes Approved by the Board -------------------------------------------------------------------------------- BRASCAN RESIDENTIAL PROPERTIES SA Ticker: Security ID: P18156102 Meeting Date: JUN 22, 2009 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor i Change Company Name to Brookfield For For Management Incorporacoes SA, and Amend Article 1 Accordingly ii Change Location of Company For For Management Headquarters, and Amend Article 3 Accordingly -------------------------------------------------------------------------------- CARRIZO OIL & GAS, INC. Ticker: CRZO Security ID: 144577103 Meeting Date: APR 30, 2009 Meeting Type: Annual Record Date: MAR 12, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S.P. Johnson IV For For Management 1.2 Elect Director Steven A. Webster For For Management 1.3 Elect Director Thomas L. Carter, Jr. For For Management 1.4 Elect Director Paul B. Loyd, Jr. For For Management 1.5 Elect Director F. Gardner Parker For For Management 1.6 Elect Director Roger A. Ramsey For For Management 1.7 Elect Director Frank A. Wojtek For For Management 2 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- CEPHEID Ticker: CPHD Security ID: 15670R107 Meeting Date: APR 29, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John L. Bishop For For Management 1.2 Elect Director Thomas D. Brown For For Management 1.3 Elect Director Dean O. Morton For For Management 2 Amend Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- CITI TRENDS INC Ticker: CTRN Security ID: 17306X102 Meeting Date: MAY 27, 2009 Meeting Type: Annual Record Date: MAR 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director R. David Alexander, Jr. For For Management 1.2 Elect Director Patricia M. Luzier For For Management 2 Approve Executive Incentive Bonus Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- CKX INC Ticker: CKXE Security ID: 12562M106 Meeting Date: DEC 18, 2008 Meeting Type: Annual Record Date: NOV 7, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert F.X. Sillerman For For Management 1.2 Elect Director Simon Fuller For For Management 1.3 Elect Director Mitchell J. Slater For For Management 1.4 Elect Director Howard J. Tytel For For Management 1.5 Elect Director Edwin M. Banks For For Management 1.6 Elect Director Edward Bleier For For Management 1.7 Elect Director Jerry L. Cohen For For Management 1.8 Elect Director Carl D. Harnick For For Management 1.9 Elect Director Jack Langer For For Management 1.10 Elect Director John D. Miller For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- CLIMATE EXCHANGE PLC (FRM. CHICAGO ENVIRONMENTAL PLC) Ticker: Security ID: G2311R103 Meeting Date: MAY 26, 2009 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports (Voting) 2 Approve Remuneration of Directors For For Management 3 Approve Auditors and Authorize Board to For For Management Fix Their Remuneration 4 Approve Share Repurchase Program For For Management -------------------------------------------------------------------------------- COGENT COMMUNICATIONS GROUP INC Ticker: CCOI Security ID: 19239V302 Meeting Date: APR 23, 2009 Meeting Type: Annual Record Date: MAR 4, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Dave Schaeffer For For Management 1.2 Elect Director Steven Brooks For For Management 1.3 Elect Director Erel N. Margalit For For Management 1.4 Elect Director Timothy Weingarten For For Management 1.5 Elect Director Richard T. Liebhaber For For Management 1.6 Elect Director D. Blake Bath For Withhold Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- CONSOLIDATED-TOMOKA LAND CO. Ticker: CTO Security ID: 210226106 Meeting Date: MAY 13, 2009 Meeting Type: Proxy Contest Record Date: MAR 13, 2009 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (White Card) 1.1 Elect Director Linda Loomis Shelley For Did Not Vote Management 1.2 Elect Director Jeffry B. Fuqua For Did Not Vote Management 1.3 Elect Director John J. Allen For Did Not Vote Management 1.4 Elect Director Gerald L. Degood For Did Not Vote Management 1.5 Elect Director James E. Gardner For Did Not Vote Management 1.6 Elect Director William J. Voges For Did Not Vote Management 2 Ratify Auditors For Did Not Vote Management 3 Declassify the Board of Directors Against Did Not Vote Shareholder 4 Require Independent Board Chairman Against Did Not Vote Shareholder 5 Amend Bylaws to Limit Board Size Against Did Not Vote Shareholder # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Green Card) 1.1 Elect Director Dianne M. Neal For For Shareholder 1.2 Elect Director Francis G. O'Connor For For Shareholder 1.3 Elect Director Allen C. Harper For For Shareholder 1.4 Management Nominee - Linda Loomis For For Shareholder Shelley 1.5 Management Nominee - Jeffry B. Fuqua For For Shareholder 1.6 Management Nominee - John J. Allen For For Shareholder 2 Ratify Auditors For For Management 3 Declassify the Board of Directors For For Shareholder 4 Require Independent Board Chairman For For Shareholder 5 Amend Bylaws to Limit Board Size For For Shareholder -------------------------------------------------------------------------------- CONTANGO OIL & GAS COMPANY Ticker: MCF Security ID: 21075N204 Meeting Date: NOV 12, 2008 Meeting Type: Annual Record Date: OCT 10, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth R. Peak For For Management 1.2 Elect Director B.A. Berilgen For For Management 1.3 Elect Director Jay D. Brehmer For For Management 1.4 Elect Director Charles M. Reimer For For Management 1.5 Elect Director Steven L. Schoonover For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- COSTAR GROUP, INC. Ticker: CSGP Security ID: 22160N109 Meeting Date: JUN 2, 2009 Meeting Type: Annual Record Date: APR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael R. Klein For For Management 1.2 Elect Director Andrew C. Florance For For Management 1.3 Elect Director David Bonderman For For Management 1.4 Elect Director Michael J. Glosserman For For Management 1.5 Elect Director Warren H. Haber For For Management 1.6 Elect Director Josiah O. Low, III For For Management 1.7 Elect Director Christopher J. Nassetta For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- DENA CO LTD Ticker: 2432 Security ID: J1257N107 Meeting Date: JUN 27, 2009 Meeting Type: Annual Record Date: MAR 31, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 1800 2 Amend Articles To Reflect For For Management Digitalization of Share Certificates - Amend Business Lines 3.1 Elect Director For For Management 3.2 Elect Director For For Management 3.3 Elect Director For For Management 3.4 Elect Director For For Management 3.5 Elect Director For For Management -------------------------------------------------------------------------------- EAGLE MATERIALS INC. Ticker: EXP Security ID: 26969P108 Meeting Date: AUG 6, 2008 Meeting Type: Annual Record Date: JUN 11, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Laurence E. Hirsch For For Management 1.2 Elect Director Michael R. Nicolais For For Management 1.3 Elect Director Richard R. Stewart For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- FORRESTER RESEARCH INC. Ticker: FORR Security ID: 346563109 Meeting Date: MAY 12, 2009 Meeting Type: Annual Record Date: APR 1, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert M. Galford For For Management 1.2 Elect Director Gretchen G. Teichgraeber For For Management 2 Amend Qualified Employee Stock Purchase For For Management Plan 3 Ratify Auditors For For Management 4 Other Business For Against Management -------------------------------------------------------------------------------- FX REAL ESTATE & ENTERTAINMENT INC. Ticker: FXRE Security ID: 302709100 Meeting Date: SEP 24, 2008 Meeting Type: Annual Record Date: AUG 4, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert F.X. Sillerman For For Management 1.2 Elect Director Paul C. Kanavos For For Management 1.3 Elect Director Barry A. Shier For For Management 1.4 Elect Director Thomas P. Benson For For Management 1.5 Elect Director David M. Ledy For For Management 1.6 Elect Director Harvey Silverman For For Management 1.7 Elect Director Michael J. Meyer For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Stock Option Plan For For Management 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- GMARKET INC Ticker: GMKT Security ID: 38012G100 Meeting Date: MAR 31, 2009 Meeting Type: Annual Record Date: DEC 31, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Audited Financial Statements For For Management 2 Approve Total Remuneration of Inside For For Management Directors and Outside Directors 3 Approve Stock Option Grants For For Management 4 Reelect Two Inside Directors and Five For For Management Outside Directors 5 Elect One Inside Director For For Management 6 Amend Articles of Incorporation For For Management regarding Preemptive Rights, Stock Options, Public Notice for Shareholder Meeting, Number of Directors, and Election of Directors -------------------------------------------------------------------------------- GMX RESOURCES, INC. Ticker: GMXR Security ID: 38011M108 Meeting Date: MAY 28, 2009 Meeting Type: Annual Record Date: APR 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ken L. Kenworthy, Jr. For For Management 1.2 Elect Director T.J. Boismier For For Management 1.3 Elect Director Steven Craig For For Management 1.4 Elect Director Ken L. Kenworthy, Sr. For For Management 1.5 Elect Director Jon W. "Tucker" Mchugh For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- GREENLIGHT CAPITAL RE, LTD. Ticker: GLRE Security ID: G4095J109 Meeting Date: JUL 10, 2008 Meeting Type: Annual Record Date: JUN 2, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1 TO ELECT SEVEN DIRECTORS OF THE COMPANY For For Management TO SERVE ON THE BOARD OF DIRECTORS UNTIL THE ANNUAL GENERAL MEETING OF SHAREHOLDERS IN 2009. 2 TO ELECT SEVEN DIRECTORS OF GREENLIGHT For For Management REINSURANCE, LTD., OR GREENLIGHT RE. TO SERVE ON THE BOARD UNTIL THE ANNUAL GENERAL MEETING OF SHAREHOLDERS IN 2009 OF GREENLIGHT RE. 3 TO AMEND ARTICLE 11 OF THE COMPANY S For For Management THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION AS SET FORTH IN EXHIBIT A TO THE PROXY STATEMENT. 4 RATIFY AUDITORS For For Management 5 RATIFY AUDITORS For For Management -------------------------------------------------------------------------------- GREENLIGHT CAPITAL RE, LTD. Ticker: GLRE Security ID: G4095J109 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: MAR 6, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1a Reelect Alan Brooks as Director For For Management 1b Reelect David Einhorn as Director For For Management 1c Reelect Leonard Goldberg as Director For For Management 1d Reelect Ian Isaacs as Director For For Management 1e Reelect Frank Lackner as Director For For Management 1f Reelect Bryan Murphy as Director For For Management 1g Reelect Joseph Platt as Director For For Management 2a Reelect Alan Brooks as Subsidiary For For Management Director 2b Reelect David Einhorn as Subsidiary For For Management Director 2c Reelect Leonard Goldberg as Subsidiary For For Management Director 2d Reelect Ian Isaacs as Subsidiary For For Management Director 2e Reelect Frank Lackner as Subsidiary For For Management Director 2f Reelect Bryan Murphy as Subsidiary For For Management Director 2g Reelect Joseph Platt as Subsidiary For For Management Director 3 Ratify BDO Seidman, LLP as Auditors For For Management 4 Ratify BDO Seidman, LLP as Subsidiary For For Management Auditors -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- GSI COMMERCE INC Ticker: GSIC Security ID: 36238G102 Meeting Date: JUN 18, 2009 Meeting Type: Annual Record Date: APR 24, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Michael G. Rubin For For Management 1.2 Elect Director M. Jeffrey Branman For For Management 1.3 Elect Director Michael J. Donahue For For Management 1.4 Elect Director Ronald D. Fisher For For Management 1.5 Elect Director John A. Hunter For For Management 1.6 Elect Director Mark S. Menell For For Management 1.7 Elect Director Jeffrey F. Rayport For For Management 1.8 Elect Director Lawrence S. Smith For For Management 1.9 Elect Director Andrea M. Weiss For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- INFORMATION SERVICES GROUP, INC. Ticker: IIIIU Security ID: 45675Y104 Meeting Date: MAY 18, 2009 Meeting Type: Annual Record Date: APR 7, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Donald C. Waite Iii For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- INTEGRATED DISTRIBUTION SERVICES GROUP LTD Ticker: 2387 Security ID: G4841P102 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: MAY 11, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Consolidated Financial For For Management Statements and Statutory Reports 2 Approve Final Dividend of HK$0.22 Per For For Management Share 3a Reelect Victor Fung Kwok King as For For Management Director 3b Reelect John Estmond Strickland as For For Management Director 3c Reelect Lee Hau Leung as Director For For Management 4 Reappoint PricewaterhouseCoopers as For For Management Auditors and Authorize Board 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 -------------------------------------------------------------------------------- INTERACTIVE DATA CORPORATION Ticker: IDC Security ID: 45840J107 Meeting Date: MAY 20, 2009 Meeting Type: Annual Record Date: MAR 27, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raymond L. D?Arcy For For Management 1.2 Elect Director Myra R. Drucker For For Management 1.3 Elect Director Rona A. Fairhead For For Management 1.4 Elect Director Donald P. Greenberg For For Management 1.5 Elect Director Caspar J.A. Hobbs For For Management 1.6 Elect Director Philip J. Hoffman For For Management 1.7 Elect Director Robert C. Lamb, Jr. For For Management 2 Ratify Auditors For For Management 3 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- IROBOT CORPORATION Ticker: IRBT Security ID: 462726100 Meeting Date: MAY 28, 2009 Meeting Type: Annual Record Date: APR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Colin M. Angle For For Management 1.2 Elect Director Ronald Chwang For For Management 1.3 Elect Director Paul J. Kern For For Management 2 Ratify Auditors For For Management 3 Approve Option Exchange Program and For Against Management Amendment to the 2005 Stock Option and Incentive Plan -------------------------------------------------------------------------------- LONGTOP FINANCIAL TECHNOLOGIES LTD Ticker: LFT Security ID: 54318P108 Meeting Date: MAR 23, 2009 Meeting Type: Annual Record Date: FEB 12, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Hiu Kung Ka For For Management 1.2 Elect Director Wai Chau Lin For For Management 1.3 Elect Director Paul Wolansky For For Management 2 Ratify Deloitte Touche Tohmatsu CPA Ltd For For Management as Auditors -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- MANDARIN ORIENTAL INTERNATIONAL LTD. Ticker: Security ID: G57848106 Meeting Date: MAY 6, 2009 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Auditor's Report and Declare Final Dividend 2 Reelect Edouard Ettedgui as Director For For Management 3 Reelect Henry Keswick as Director For For Management 4 Reelect R C Kwok as Director For For Management 5 Reelect Sydney S W Leong as Director For For Management 6 Approve Auditors and Authorize Board to For For Management Fix Their Remuneration 7 Authorize Issue of Equity or For For Management Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 16.5 Million and without Pre-emptive Rights up to Aggregate Nominal Amount of USD 2.5 Million 8 Authorize Share Repurchase Program For For Management -------------------------------------------------------------------------------- MARKET LEADER INC Ticker: LEDR Security ID: 57056R103 Meeting Date: MAY 28, 2009 Meeting Type: Annual Record Date: APR 1, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nicolas J. Hanauer For For Management 2 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- MARVEL ENTERTAINMENT, INC. Ticker: MVL Security ID: 57383T103 Meeting Date: MAY 5, 2009 Meeting Type: Annual Record Date: MAR 9, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James W. Breyer For For Management 1.2 Elect Director Laurence N. Charney For For Management 1.3 Elect Director Richard L. Solar For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- MERCADOLIBRE, INC. Ticker: MELI Security ID: 58733R102 Meeting Date: JUN 10, 2009 Meeting Type: Annual Record Date: APR 15, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Martin de los Santos For For Management 1.2 Elect Director Nicolas Galperin For For Management 2 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- MIDDLEBY CORP., THE Ticker: MIDD Security ID: 596278101 Meeting Date: MAY 7, 2009 Meeting Type: Annual Record Date: MAR 20, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Selim A. Bassoul For For Management 1.2 Elect Director Robert B. Lamb For For Management 1.3 Elect Director Ryan Levenson For For Management 1.4 Elect Director John R. Miller III For For Management 1.5 Elect Director Gordon O'Brien For For Management 1.6 Elect Director Philip G. Putnam For For Management 1.7 Elect Director Sabin C. Streeter For For Management 1.8 Elect Director Robert L. Yohe For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- P.F. CHANG'S CHINA BISTRO, INC. Ticker: PFCB Security ID: 69333Y108 Meeting Date: APR 28, 2009 Meeting Type: Annual Record Date: MAR 2, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director F. Lane Cardwell, Jr. For For Management 1.2 Elect Director Richard L. Federico For For Management 1.3 Elect Director Lesley H. Howe For For Management 1.4 Elect Director Kenneth A. May For For Management 1.5 Elect Director M. Ann Rhoades For For Management 1.6 Elect Director James G. Shennan, Jr. For For Management 1.7 Elect Director Robert T. Vivian For For Management 1.8 Elect Director R. Michael Welborn For For Management 1.9 Elect Director Kenneth J. Wessels For For Management 2 Ratify Auditors For For Management 3 Adjourn Meeting For Against Management -------------------------------------------------------------------------------- PICO HOLDINGS, INC. Ticker: PICO Security ID: 693366205 Meeting Date: MAY 15, 2009 Meeting Type: Annual Record Date: MAR 16, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director S. Walter Foulkrod, III, For For Management Esq. 1.2 Elect Director Richard D. Ruppert, MD For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- PREMIER EXHIBITIONS INC Ticker: PRXI Security ID: 74051E102 Meeting Date: AUG 6, 2008 Meeting Type: Annual Record Date: JUN 18, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce Eskowitz For For Management 1.2 Elect Director Douglas Banker For For Management 1.3 Elect Director N. Nick Cretan For For Management 1.4 Elect Director Arnie Geller For For Management 1.5 Elect Director Gregg M. Goodman For For Management 1.6 Elect Director Harold W. Ingalls For For Management 1.7 Elect Director Jonathan F. Miller For For Management 1.8 Elect Director Alan B. Reed For For Management 1.9 Elect Director James S. Yaffe For For Management 2 Change State of Incorporation from For For Management Florida to Delaware 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- PREMIER EXHIBITIONS INC Ticker: PRXI Security ID: 74051E102 Meeting Date: OCT 30, 2008 Meeting Type: Annual Record Date: SEP 9, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Douglas Banker For For Management 1.2 Elect Director N. Nick Cretan For For Management 1.3 Elect Director Arnie Geller For For Management 1.4 Elect Director Harold W. Ingalls For For Management 1.5 Elect Director Alan B. Reed For For Management 1.6 Elect Director Mark A. Hugh Sam For For Management 1.7 Elect Director Mark Sellers For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- PREMIER EXHIBITIONS INC Ticker: PRXI Security ID: 74051E102 Meeting Date: FEB 16, 2009 Meeting Type: Proxy Contest Record Date: DEC 18, 2008 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (Blue Card) 1 Revoke Consent to Elect Directors For Did Not Vote Shareholder Christopher J. Davino, William M. Adams, Jack Jacobs, and Bruce Steinberg # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (White Card) 1 Elect Directors Christopher J. Davino, For For Shareholder William M. Adams, Jack Jacobs, and Bruce Steinberg -------------------------------------------------------------------------------- RISKMETRICS GROUP, INC Ticker: RMG Security ID: 767735103 Meeting Date: JUN 16, 2009 Meeting Type: Annual Record Date: APR 22, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Ethan Berman For For Management 2 Elect Director Lovida Coleman, Jr. For For Management 3 Elect Director Philip Duff For Against Management 4 Elect Director Stephanie Hanbury-Brown For For Management 5 Elect Director Rene Kern For For Management 6 Elect Director Christopher Mitchell For For Management 7 Elect Director Frank Noonan For For Management 8 Elect Director Lynn Sharp Paine For For Management 9 Elect Director Thomas Renyi For For Management 10 Elect Director Stephen Thieke For For Management 11 Elect Director Robert Trudeau For For Management 12 Ratify Auditors For For Management 13 Amend Omnibus Stock Plan For For Management 14 Advisory Vote on Executive Compensation For For Management - Approve Overall Executive Compensation Philosophy, Policies and Procedures 15 Advisory Vote on Executive Compensation For For Management - Approve Compensation Decisions of NEO 2008 Performance -------------------------------------------------------------------------------- SINA CORP. (FORMERLY SINA.COM) Ticker: SINA Security ID: G81477104 Meeting Date: SEP 8, 2008 Meeting Type: Annual Record Date: JUL 11, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECT DIRECTOR PEHONG CHEN For For Management 1.2 ELECT DIRECTOR LIP-BU TAN For For Management 1.3 ELECT DIRECTOR YICHEN ZHANG For For Management 2 RATIFY AUDITORS For For Management 3 APPROVAL OF THE AMENDMENT AND For For Management RESTATEMENT OF AMENDED AND RESTATED ARTICLES OF ASSOCIATION. -------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------- TESSERA TECHNOLOGIES, INC. Ticker: TSRA Security ID: 88164L100 Meeting Date: MAY 19, 2009 Meeting Type: Annual Record Date: MAR 30, 2009 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Boehlke For For Management 1.2 Elect Director Nicholas E. Brathwaite For For Management 1.3 Elect Director John B. Goodrich For For Management 1.4 Elect Director Al S. Joseph For For Management 1.5 Elect Director Bruce M. Mcwilliams For For Management 1.6 Elect Director David C. Nagel For For Management 1.7 Elect Director Henry R. Nothhaft For For Management 1.8 Elect Director Robert A. Young For For Management 2 Approve Repricing of Options For For Management 3 Ratify Auditors 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 -------------------------------------------------------------------------------- VISTAPRINT LIMITED Ticker: VPRT Security ID: G93762204 Meeting Date: NOV 7, 2008 Meeting Type: Annual Record Date: SEP 12, 2008 # Proposal Mgt Rec Vote Cast Sponsor 1.1 ELECT DIRECTOR ROBERT KEANE For For Management 1.2 ELECT DIRECTOR DANIEL CIPORIN For Withhold Management 2 TO APPROVE THE COMPANY S SECOND AMENDED For For Management AND RESTATED BYE-LAWS. 3 TO RATIFY AND APPROVE THE APPOINTMENT For For Management OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2009. ========== 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 Special 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.