UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM N-PX

         ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY


Investment Company Act file number: 811-3074

Northeast Investors Growth Fund
(exact name of registrant as specified in charter)

100 High Street, Room 1000
Boston, MA 02110

Robert Kane
100 High St, Room 1000
Boston, MA 02110
(name and address of agent for service)

Registrant's telephone number, including area code:     617-523-3588

Date of fiscal year end:  December 31

Date of reporting period ending:  June 30, 2012

Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (239.24 and
274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting records for
the most recent twelve-month period June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its
regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX,
and the Commission will make this information public.  A registrant is not
required to respond to the collection of information contained in Form N-PX
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number.  Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street,
NW, Washington, DC 20549-0609.  The OMB has reviewed this collection of
information under the clearance requirements of 44 U.S.C. 3507.


                           Investment Company Report

NIKE, INC.


                                  
Security       654106103     Meeting Type  Annual
Ticker Symbol  NKE           Meeting Date  19-Sep-2011
ISIN           US6541061031  Agenda        933493544 - Management




                                                                                       For/Against
Item  Proposal                                                    Type        Vote     Management
----  ----------------------------------------------------------- ----------- -------- -----------
                                                                           
 1    DIRECTOR                                                    Management

         1   ALAN B. GRAF, JR.                                                For       For

         2   JOHN C. LECHLEITER                                               For       For

         3   PHYLLIS M. WISE                                                  For       For

 2    TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.         Management  Against   Against

 3    TO HOLD AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE         Management  Abstain   Against
      ADVISORY VOTES ON EXECUTIVE COMPENSATION.

 4    TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS  Management  For       For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


 Page 1 of 36                                                     16-Aug-2012

                           Investment Company Report


ORACLE CORPORATION


                                  
Security       68389X105     Meeting Type  Annual
Ticker Symbol  ORCL          Meeting Date  12-Oct-2011
ISIN           US68389X1054  Agenda        933499813 - Management




                                                                                        For/Against
Item  Proposal                                                    Type         Vote     Management
----  ----------------------------------------------------------- ------------ -------- -----------
                                                                            
 1    DIRECTOR                                                    Management

         1   JEFFREY S. BERG                                                   For       For

         2   H. RAYMOND BINGHAM                                                For       For

         3   MICHAEL J. BOSKIN                                                 For       For

         4   SAFRA A. CATZ                                                     For       For

         5   BRUCE R. CHIZEN                                                   For       For

         6   GEORGE H. CONRADES                                                For       For

         7   LAWRENCE J. ELLISON                                               For       For

         8   HECTOR GARCIA-MOLINA                                              For       For

         9   JEFFREY O. HENLEY                                                 For       For

         10  MARK V. HURD                                                      For       For

         11  DONALD L. LUCAS                                                   For       For

         12  NAOMI O. SELIGMAN                                                 For       For

 2    ADVISORY VOTE ON EXECUTIVE COMPENSATION.                    Management   Against   Against

 3    ADVISORY VOTE ON THE FREQUENCY OF FUTURE VOTES RELATING TO  Management   Abstain
      EXECUTIVE COMPENSATION.

 4    PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG AS THE  Management   For       For
      INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FISCAL 2012.

 5    ACT ON A STOCKHOLDER PROPOSAL REGARDING EQUITY RETENTION.   Shareholder  For       Against


 Page 2 of 36                                                     16-Aug-2012

                           Investment Company Report

AMERICAN TOWER CORPORATION


                                  
Security       029912201     Meeting Type  Special
Ticker Symbol  AMT           Meeting Date  29-Nov-2011
ISIN           US0299122012  Agenda        933516037 - Management




                                                                                    For/Against
Item  Proposal                                                    Type        Vote  Management
----  ----------------------------------------------------------- ----------- ----  -----------
                                                                        
01    PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED   Management  For   For
      AS OF AUGUST 24, 2011, BETWEEN AMERICAN TOWER CORPORATION
      AND AMERICAN TOWER REIT, INC., WHICH IS PART OF THE
      REORGANIZATION OF AMERICAN TOWER'S OPERATIONS THROUGH
      WHICH AMERICAN TOWER INTENDS TO QUALIFY AS A REIT FOR
      FEDERAL INCOME TAX PURPOSES.

02    PROPOSAL TO PERMIT THE BOARD OF DIRECTORS OF AMERICAN       Management  For   For
      TOWER CORPORATION TO ADJOURN THE SPECIAL MEETING, IF
      NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN THE EVENT THAT
      THERE ARE NOT SUFFICIENT VOTES AT THE ORIGINALLY SCHEDULED
      TIME OF THE SPECIAL MEETING TO APPROVE PROPOSAL 1.


 Page 3 of 36                                                     16-Aug-2012

                           Investment Company Report

EMERSON ELECTRIC CO.


                                  
Security       291011104     Meeting Type  Annual
Ticker Symbol  EMR           Meeting Date  07-Feb-2012
ISIN           US2910111044  Agenda        933535695 - Management




                                                                                           For/Against
Item  Proposal                                                       Type         Vote     Management
----  -------------------------------------------------------------- ------------ -------- -----------
                                                                               
01    DIRECTOR                                                       Management

         1   C. FERNANDEZ G.*                                                     For       For

         2   A.F. GOLDEN*                                                         For       For

         3   W.R. JOHNSON*                                                        For       For

         4   J.B. MENZER*                                                         For       For

         5   A.A. BUSCH III**                                                     For       For

         6   R.L. RIDGWAY**                                                       For       For

02    APPROVAL, BY NON-BINDING ADVISORY VOTE, OF EMERSON ELECTRIC    Management   For       For
      CO. EXECUTIVE COMPENSATION.

03    RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC      Management   For       For
      ACCOUNTING FIRM.

04    APPROVAL OF THE STOCKHOLDER PROPOSAL REQUESTING THE            Shareholder  Abstain   Against
      ISSUANCE OF A SUSTAINABILITY REPORT AS DESCRIBED IN THE PROXY
      STATEMENT.

05    APPROVAL OF THE STOCKHOLDER PROPOSAL REGARDING                 Shareholder  Against   For
      DECLASSIFICATION OF THE BOARD OF DIRECTORS AS DESCRIBED IN
      THE PROXY STATEMENT.


 Page 4 of 36                                                     16-Aug-2012

                           Investment Company Report


APPLE INC.


                                  
Security       037833100     Meeting Type  Annual
Ticker Symbol  AAPL          Meeting Date  23-Feb-2012
ISIN           US0378331005  Agenda        933542474 - Management




                                                                                         For/Against
Item  Proposal                                                     Type         Vote     Management
----  ------------------------------------------------------------ ------------ -------- -----------
                                                                             
1     DIRECTOR                                                     Management

         1   WILLIAM V. CAMPBELL                                                For       For

         2   TIMOTHY D. COOK                                                    For       For

         3   MILLARD S. DREXLER                                                 For       For

         4   AL GORE                                                            For       For

         5   ROBERT A. IGER                                                     For       For

         6   ANDREA JUNG                                                        For       For

         7   ARTHUR D. LEVINSON                                                 For       For

         8   RONALD D. SUGAR                                                    For       For

2     RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE  Management   For       For
      COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      FOR 2012.

3     ADVISORY VOTE ON EXECUTIVE COMPENSATION.                     Management   Against   Against

04    A SHAREHOLDER PROPOSAL ENTITLED "CONFLICT OF INTEREST        Shareholder  Against   For
      REPORT"

05    A SHAREHOLDER PROPOSAL ENTITLED "SHAREHOLDER SAY ON          Shareholder  Against   For
      DIRECTOR PAY"

06    A SHAREHOLDER PROPOSAL ENTITLED "REPORT ON POLITICAL         Shareholder  Against   For
      CONTRIBUTIONS AND EXPENDITURES"

07    A SHAREHOLDER PROPOSAL ENTITLED "ADOPT A MAJORITY VOTING     Shareholder  Against   For
      STANDARD FOR DIRECTOR ELECTIONS"


 Page 5 of 36                                                     16-Aug-2012

                           Investment Company Report

NOVARTIS AG


                                  
Security       66987V109     Meeting Type  Annual
Ticker Symbol  NVS           Meeting Date  23-Feb-2012
ISIN           US66987V1098  Agenda        933549125 - Management




                                                                                          For/Against
Item  Proposal                                                       Type        Vote     Management
----  -------------------------------------------------------------- ----------- -------- -----------
                                                                              
01    APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF     Management  Abstain   Against
      NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL
      STATEMENTS FOR THE BUSINESS YEAR 2011

02    DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF        Management  Abstain   Against
      DIRECTORS AND THE EXECUTIVE COMMITTEE

03    APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS AG AND         Management  For       For
      DECLARATION OF DIVIDEND

04    REDUCTION OF SHARE CAPITAL                                     Management  For       For

5A1   TO THE BOARD OF DIRECTORS RE-ELECTION OF WILLIAM BRODY, M.D.,  Management  For       For
      PH.D., FOR A TWO-YEAR TERM

5A2   RE-ELECTION OF SRIKANT DATAR, PH.D., FOR A THREE-YEAR TERM     Management  For       For

5A3   RE-ELECTION OF ANDREAS VON PLANTA, PH.D., FOR A THREE-YEAR     Management  For       For
      TERM

5A4   RE-ELECTION OF DR. ING. WENDELIN WIEDEKING FOR A THREE-YEAR    Management  For       For
      TERM

5A5   RE-ELECTION OF ROLF M. ZINKERNAGEL, M.D., FOR A TWO-YEAR TERM  Management  For       For

5B    ELECTION OF DIMITRI AZAR, M.D., FOR A THREE-YEAR TERM          Management  For       For

06    APPOINTMENT OF THE AUDITOR                                     Management  For       For

07    ADDITIONAL AND/OR COUNTER-PROPOSALS PRESENTED AT THE           Management  Abstain   Against
      MEETING


 Page 6 of 36                                                     16-Aug-2012

                           Investment Company Report


DEERE & COMPANY


                                  
Security       244199105     Meeting Type  Annual
Ticker Symbol  DE            Meeting Date  29-Feb-2012
ISIN           US2441991054  Agenda        933543692 - Management




                                                                                     For/Against
Item  Proposal                                                     Type        Vote  Management
----  ------------------------------------------------------------ ----------- ----  -----------
                                                                         
1A    ELECTION OF DIRECTOR: CRANDALL C. BOWLES                     Management  For   For

1B    ELECTION OF DIRECTOR: VANCE D. COFFMAN                       Management  For   For

1C    ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR.               Management  For   For

1D    ELECTION OF DIRECTOR: DIPAK C. JAIN                          Management  For   For

1E    ELECTION OF DIRECTOR: CLAYTON M. JONES                       Management  For   For

1F    ELECTION OF DIRECTOR: JOACHIM MILBERG                        Management  For   For

1G    ELECTION OF DIRECTOR: RICHARD B. MYERS                       Management  For   For

1H    ELECTION OF DIRECTOR: THOMAS H. PATRICK                      Management  For   For

1I    ELECTION OF DIRECTOR: SHERRY M. SMITH                        Management  For   For

02    NON-BINDING VOTE ON EXECUTIVE COMPENSATION                   Management  For   For

03    APPROVAL OF THE NONEMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN    Management  For   For

04    RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS  Management  For   For
      DEERE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
      FISCAL 2012


 Page 7 of 36                                                     16-Aug-2012

                           Investment Company Report


QUALCOMM INCORPORATED


                                  
Security       747525103     Meeting Type  Annual
Ticker Symbol  QCOM          Meeting Date  06-Mar-2012
ISIN           US7475251036  Agenda        933543933 - Management




                                                                                  For/Against
Item  Proposal                                                  Type        Vote  Management
----  --------------------------------------------------------- ----------- ----  -----------
                                                                      
01    DIRECTOR                                                  Management

         1   BARBARA T. ALEXANDER                                           For   For

         2   STEPHEN M. BENNETT                                             For   For

         3   DONALD G. CRUICKSHANK                                          For   For

         4   RAYMOND V. DITTAMORE                                           For   For

         5   THOMAS W. HORTON                                               For   For

         6   PAUL E. JACOBS                                                 For   For

         7   ROBERT E. KAHN                                                 For   For

         8   SHERRY LANSING                                                 For   For

         9   DUANE A. NELLES                                                For   For

         10  FRANCISCO ROS                                                  For   For

         11  BRENT SCOWCROFT                                                For   For

         12  MARC I. STERN                                                  For   For

02    TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS  Management  For   For
      OUR INDEPENDENT PUBLIC ACCOUNTANTS FOR OUR FISCAL YEAR
      ENDING SEPTEMBER 30, 2012.

03    TO HOLD AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.       Management  For   For

04    TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED         Management  For   For
      CERTIFICATE OF INCORPORATION TO ELIMINATE THE PLURALITY
      VOTING PROVISION.


 Page 8 of 36                                                     16-Aug-2012

                           Investment Company Report


THE WALT DISNEY COMPANY


                                  
Security       254687106     Meeting Type  Annual
Ticker Symbol  DIS           Meeting Date  13-Mar-2012
ISIN           US2546871060  Agenda        933546434 - Management




                                                                                    For/Against
Item  Proposal                                                    Type        Vote  Management
----  ----------------------------------------------------------- ----------- ----  -----------
                                                                        
1A    ELECTION OF DIRECTOR: SUSAN E. ARNOLD                       Management  For   For

1B    ELECTION OF DIRECTOR: JOHN S. CHEN                          Management  For   For

1C    ELECTION OF DIRECTOR: JUDITH L. ESTRIN                      Management  For   For

1D    ELECTION OF DIRECTOR: ROBERT A. IGER                        Management  For   For

1E    ELECTION OF DIRECTOR: FRED H. LANGHAMMER                    Management  For   For

1F    ELECTION OF DIRECTOR: AYLWIN B. LEWIS                       Management  For   For

1G    ELECTION OF DIRECTOR: MONICA C. LOZANO                      Management  For   For

1H    ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT                 Management  For   For

1I    ELECTION OF DIRECTOR: SHERYL K. SANDBERG                    Management  For   For

1J    ELECTION OF DIRECTOR: ORIN C. SMITH                         Management  For   For

02    TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS  Management  For   For
      THE COMPANY'S REGISTERED PUBLIC ACCOUNTANTS FOR 2012.

03    TO APPROVE AN AMENDMENT TO THE 2011 STOCK INCENTIVE PLAN.   Management  For   For

04    TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE             Management  For   For
      COMPENSATION.


 Page 9 of 36                                                     16-Aug-2012

                           Investment Company Report


UNITED TECHNOLOGIES CORPORATION


                                  
Security       913017109     Meeting Type  Annual
Ticker Symbol  UTX           Meeting Date  11-Apr-2012
ISIN           US9130171096  Agenda        933554253 - Management




                                                                                  For/Against
Item  Proposal                                                  Type        Vote  Management
----  --------------------------------------------------------- ----------- ----  -----------
                                                                      
1A.   ELECTION OF DIRECTOR: LOUIS R. CHENEVERT                  Management  For   For

1B.   ELECTION OF DIRECTOR: JOHN V. FARACI                      Management  For   For

1C.   ELECTION OF DIRECTOR: JEAN-PIERRE GARNIER                 Management  For   For

1D.   ELECTION OF DIRECTOR: JAMIE S. GORELICK                   Management  For   For

1E.   ELECTION OF DIRECTOR: EDWARD A. KANGAS                    Management  For   For

1F.   ELECTION OF DIRECTOR: ELLEN J. KULLMAN                    Management  For   For

1G.   ELECTION OF DIRECTOR: RICHARD D. MCCORMICK                Management  For   For

1H.   ELECTION OF DIRECTOR: HAROLD MCGRAW III                   Management  For   For

1I.   ELECTION OF DIRECTOR: RICHARD B. MYERS                    Management  For   For

1J.   ELECTION OF DIRECTOR: H. PATRICK SWYGERT                  Management  For   For

1K.   ELECTION OF DIRECTOR: ANDRE VILLENEUVE                    Management  For   For

1L.   ELECTION OF DIRECTOR: CHRISTINE TODD WHITMAN              Management  For   For

2.    APPOINTMENT OF THE FIRM OF PRICEWATERHOUSECOOPERS LLP AS  Management  For   For
      INDEPENDENT AUDITOR.

3.    ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER          Management  For   For
      COMPENSATION.


 Page 10 of 36                                                    16-Aug-2012

                           Investment Company Report


SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)


                                  
Security       806857108     Meeting Type  Annual
Ticker Symbol  SLB           Meeting Date  11-Apr-2012
ISIN           AN8068571086  Agenda        933556827 - Management




                                                                                     For/Against
Item  Proposal                                                  Type        Vote     Management
----  --------------------------------------------------------- ----------- -------- -----------
                                                                         
1A.   ELECTION OF DIRECTOR: PETER L.S. CURRIE                   Management  For       For

1B.   ELECTION OF DIRECTOR: TONY ISAAC                          Management  For       For

1C.   ELECTION OF DIRECTOR: K. VAMAN KAMATH                     Management  For       For

1D.   ELECTION OF DIRECTOR: PAAL KIBSGAARD                      Management  For       For

1E.   ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV                 Management  For       For

1F.   ELECTION OF DIRECTOR: ADRIAN LAJOUS                       Management  For       For

1G.   ELECTION OF DIRECTOR: MICHAEL E. MARKS                    Management  For       For

1H.   ELECTION OF DIRECTOR: ELIZABETH A. MOLER                  Management  For       For

1I.   ELECTION OF DIRECTOR: LUBNA S. OLAYAN                     Management  For       For

1J.   ELECTION OF DIRECTOR: L. RAFAEL REIF                      Management  For       For

1K.   ELECTION OF DIRECTOR: TORE I. SANDVOLD                    Management  For       For

1L.   ELECTION OF DIRECTOR: HENRI SEYDOUX                       Management  For       For

2.    TO APPROVE AN ADVISORY RESOLUTION ON EXECUTIVE            Management  For       For
      COMPENSATION.

3.    TO APPROVE THE COMPANY'S 2011 FINANCIAL STATEMENTS AND    Management  For       For
      DECLARATIONS OF DIVIDENDS.

4.    TO APPROVE THE APPOINTMENT OF THE INDEPENDENT REGISTERED  Management  For       For
      PUBLIC ACCOUNTING FIRM.

5.    TO APPROVE AMENDMENTS TO THE COMPANY'S 2004 STOCK AND     Management  Abstain   Against
      DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS TO INCREASE THE
      NUMBER OF SHARES AVAILABLE FOR ISSUANCE AND MAKE CERTAIN
      TECHNICAL CHANGES.


 Page 11 of 36                                                    16-Aug-2012

                           Investment Company Report


U.S. BANCORP


                                  
Security       902973304     Meeting Type  Annual
Ticker Symbol  USB           Meeting Date  17-Apr-2012
ISIN           US9029733048  Agenda        933561169 - Management




                                                                               For/Against
Item  Proposal                                               Type        Vote  Management
----  ------------------------------------------------------ ----------- ----  -----------
                                                                   
1A.   ELECTION OF DIRECTOR: DOUGLAS M. BAKER, JR.            Management  For   For

1B.   ELECTION OF DIRECTOR: Y. MARC BELTON                   Management  For   For

1C.   ELECTION OF DIRECTOR: VICTORIA BUYNISKI GLUCKMAN       Management  For   For

1D.   ELECTION OF DIRECTOR: ARTHUR D. COLLINS, JR.           Management  For   For

1E.   ELECTION OF DIRECTOR: RICHARD K. DAVIS                 Management  For   For

1F.   ELECTION OF DIRECTOR: ROLAND A. HERNANDEZ              Management  For   For

1G.   ELECTION OF DIRECTOR: JOEL W. JOHNSON                  Management  For   For

1H.   ELECTION OF DIRECTOR: OLIVIA F. KIRTLEY                Management  For   For

1I.   ELECTION OF DIRECTOR: JERRY W. LEVIN                   Management  For   For

1J.   ELECTION OF DIRECTOR: DAVID B. O'MALEY                 Management  For   For

1K.   ELECTION OF DIRECTOR: O'DELL M. OWENS, M.D., M.P.H.    Management  For   For

1L.   ELECTION OF DIRECTOR: CRAIG D. SCHNUCK                 Management  For   For

1M.   ELECTION OF DIRECTOR: PATRICK T. STOKES                Management  For   For

1N.   ELECTION OF DIRECTOR: DOREEN WOO HO                    Management  For   For

2.    RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS OUR  Management  For   For
      INDEPENDENT AUDITOR FOR THE 2012 FISCAL YEAR.

3.    ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR       Management  For   For
      EXECUTIVES DISCLOSED IN THE PROXY STATEMENT.


 Page 12 of 36                                                    16-Aug-2012

                           Investment Company Report

INTUITIVE SURGICAL, INC.


                                  
Security       46120E602     Meeting Type  Annual
Ticker Symbol  ISRG          Meeting Date  19-Apr-2012
ISIN           US46120E6023  Agenda        933558326 - Management




                                                                                        For/Against
Item  Proposal                                                     Type        Vote     Management
----  ------------------------------------------------------------ ----------- -------- -----------
                                                                            
1.1   ELECTION OF DIRECTOR: GARY S. GUTHART, PH.D.                 Management  For       For

1.2   ELECTION OF DIRECTOR: MARK J. RUBASH                         Management  For       For

1.3   ELECTION OF DIRECTOR: LONNIE M. SMITH                        Management  For       For

2.    TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE              Management  Against   Against
      COMPANY'S 2010 INCENTIVE AWARD PLAN

3.    TO APPROVE, BY ADVISORY VOTE, THE COMPENSATION OF OUR        Management  For       For
      NAMED EXECUTIVE OFFICERS

4.    TO APPROVE THE AMENDMENT TO THE CERTIFICATE OF               Management  For       For
      INCORPORATION TO ELIMINATE THE CLASSIFIED STRUCTURE OF THE
      BOARD AND TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS

5.    THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS  Management  For       For
      THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012


 Page 13 of 36                                                    16-Aug-2012

                           Investment Company Report

NESTLE S.A.


                                  
Security       641069406     Meeting Type  Annual
Ticker Symbol  NSRGY         Meeting Date  19-Apr-2012
ISIN           US6410694060  Agenda        933572302 - Management




                                                                                         For/Against
Item  Proposal                                                        Type       Vote    Management
----  --------------------------------------------------------------- ---------- ------- -----------
                                                                             
1A.   APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF      Management For     For
      NESTLE S.A. AND THE CONSOLIDATED FINANCIAL STATEMENTS OF THE
      NESTLE GROUP FOR 2011

1B.   ACCEPTANCE OF THE COMPENSATION REPORT 2011 (ADVISORY VOTE)      Management For     For

2.    RELEASE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE     Management Abstain Against
      MANAGEMENT

3.    APPROPRIATION OF PROFITS RESULTING FROM THE BALANCE SHEET       Management For     For
      OF NESTLE S.A. (PROPOSED DIVIDEND) FOR THE FINANCIAL YEAR 2011

4A.   RE-ELECTION TO THE BOARD OF DIRECTOR: MR. DANIEL BOREL          Management For     For

4B.   ELECTION TO THE BOARD OF DIRECTOR: MR. HENRI DE CASTRIES        Management For     For

4C.   RE-ELECTION OF THE STATUTORY AUDITOR: KPMG SA, GENEVA           Management For     For
      BRANCH

5.    CAPITAL REDUCTION (BY CANCELLATION OF SHARES)                   Management For     For

6.    IN THE EVENT OF A NEW OR MODIFIED PROPOSAL BY A SHAREHOLDER     Management Abstain Against
      DURING THE ANNUAL GENERAL MEETING, I INSTRUCT THE
      INDEPENDENT REPRESENTATIVE TO VOTE IN FAVOR OF THE PROPOSAL
      OF THE BOARD OF DIRECTORS

7.    MARK THE BOX AT THE RIGHT IF YOU WISH TO GIVE A PROXY TO THE    Management Abstain Against
      INDEPENDENT REPRESENTATIVE, MR. JEAN-LUDOVIC HARTMANN (AS
      FURTHER DISCUSSED IN THE COMPANY'S INVITATION)


 Page 14 of 36                                                    16-Aug-2012

                           Investment Company Report


HONEYWELL INTERNATIONAL INC.


                                  
Security       438516106     Meeting Type  Annual
Ticker Symbol  HON           Meeting Date  23-Apr-2012
ISIN           US4385161066  Agenda        933558631 - Management




                                                                            For/Against
Item  Proposal                                          Type        Vote    Management
----  ------------------------------------------------- ----------- ------- -----------
                                                                
1A.   ELECTION OF DIRECTOR: GORDON M. BETHUNE           Management  For     For

1B.   ELECTION OF DIRECTOR: KEVIN BURKE                 Management  For     For

1C.   ELECTION OF DIRECTOR: JAIME CHICO PARDO           Management  For     For

1D.   ELECTION OF DIRECTOR: DAVID M. COTE               Management  For     For

1E.   ELECTION OF DIRECTOR: D. SCOTT DAVIS              Management  For     For

1F.   ELECTION OF DIRECTOR: LINNET F. DEILY             Management  For     For

1G.   ELECTION OF DIRECTOR: JUDD GREGG                  Management  For     For

1H.   ELECTION OF DIRECTOR: CLIVE R. HOLLICK            Management  For     For

1I.   ELECTION OF DIRECTOR: GEORGE PAZ                  Management  For     For

1J.   ELECTION OF DIRECTOR: BRADLEY T. SHEARES          Management  For     For

2.    APPROVAL OF INDEPENDENT ACCOUNTANTS.              Management  For     For

3.    ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.  Management  For     For

4.    INDEPENDENT BOARD CHAIRMAN.                       Shareholder Against For

5.    POLITICAL CONTRIBUTIONS.                          Shareholder Against For


 Page 15 of 36                                                    16-Aug-2012

                           Investment Company Report


WELLS FARGO & COMPANY


                                  
Security       949746101     Meeting Type  Annual
Ticker Symbol  WFC           Meeting Date  24-Apr-2012
ISIN           US9497461015  Agenda        933560369 - Management




                                                                                        For/Against
Item  Proposal                                                    Type         Vote     Management
----  ----------------------------------------------------------- ------------ -------- -----------
                                                                            
1A)   ELECTION OF DIRECTOR: JOHN D. BAKER II                      Management   For       For

1B)   ELECTION OF DIRECTOR: ELAINE L. CHAO                        Management   For       For

1C)   ELECTION OF DIRECTOR: JOHN S. CHEN                          Management   For       For

1D)   ELECTION OF DIRECTOR: LLOYD H. DEAN                         Management   For       For

1E)   ELECTION OF DIRECTOR: SUSAN E. ENGEL                        Management   For       For

1F)   ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR.                Management   For       For

1G)   ELECTION OF DIRECTOR: DONALD M. JAMES                       Management   For       For

1H)   ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN                   Management   For       For

1I)   ELECTION OF DIRECTOR: NICHOLAS G. MOORE                     Management   For       For

1J)   ELECTION OF DIRECTOR: FEDERICO F. PENA                      Management   For       For

1K)   ELECTION OF DIRECTOR: PHILIP J. QUIGLEY                     Management   For       For

1L)   ELECTION OF DIRECTOR: JUDITH M. RUNSTAD                     Management   For       For

1M)   ELECTION OF DIRECTOR: STEPHEN W. SANGER                     Management   For       For

1N)   ELECTION OF DIRECTOR: JOHN G. STUMPF                        Management   For       For

1O)   ELECTION OF DIRECTOR: SUSAN G. SWENSON                      Management   For       For

2.    PROPOSAL TO APPROVE AN ADVISORY RESOLUTION TO APPROVE THE   Management   For       For
      NAMED EXECUTIVES' COMPENSATION.

3.    PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS           Management   For       For
      INDEPENDENT AUDITORS FOR 2012.

4.    STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A POLICY TO  Shareholder  Against   For
      REQUIRE AN INDEPENDENT CHAIRMAN.

5.    STOCKHOLDER PROPOSAL TO PROVIDE FOR CUMULATIVE VOTING IN    Shareholder  Against   For
      CONTESTED DIRECTOR ELECTIONS.

6.    STOCKHOLDER PROPOSAL TO AMEND THE COMPANY'S BY-LAWS TO      Shareholder  Abstain   Against
      ALLOW STOCKHOLDERS TO NOMINATE DIRECTOR CANDIDATES FOR
      INCLUSION IN THE COMPANY'S PROXY MATERIALS.

7.    STOCKHOLDER PROPOSAL REGARDING AN INVESTIGATION AND         Shareholder  Abstain   Against
      REPORT ON INTERNAL CONTROLS FOR MORTGAGE SERVICING
      OPERATIONS.


 Page 16 of 36                                                    16-Aug-2012

                           Investment Company Report


INTERNATIONAL BUSINESS MACHINES CORP.


                                  
Security       459200101     Meeting Type  Annual
Ticker Symbol  IBM           Meeting Date  24-Apr-2012
ISIN           US4592001014  Agenda        933564204 - Management




                                                                                      For/Against
Item  Proposal                                                  Type         Vote     Management
----  --------------------------------------------------------- ------------ -------- -----------
                                                                          
1A    ELECTION OF DIRECTOR: A. J. P. BELDA                      Management   For      For

1B    ELECTION OF DIRECTOR: W. R. BRODY                         Management   For      For

1C    ELECTION OF DIRECTOR: K. I. CHENAULT                      Management   For      For

1D    ELECTION OF DIRECTOR: M. L. ESKEW                         Management   For      For

1E    ELECTION OF DIRECTOR: D. N. FARR                          Management   For      For

1F    ELECTION OF DIRECTOR: S. A. JACKSON                       Management   For      For

1G    ELECTION OF DIRECTOR: A. N. LIVERIS                       Management   For      For

1H    ELECTION OF DIRECTOR: W. J. MCNERNEY, JR.                 Management   For      For

1I    ELECTION OF DIRECTOR: J. W. OWENS                         Management   For      For

1J    ELECTION OF DIRECTOR: S. J. PALMISANO                     Management   For      For

1K    ELECTION OF DIRECTOR: V. M. ROMETTY                       Management   For      For

1L    ELECTION OF DIRECTOR: J. E. SPERO                         Management   For      For

1M    ELECTION OF DIRECTOR: S. TAUREL                           Management   For      For

1N    ELECTION OF DIRECTOR: L. H. ZAMBRANO                      Management   For      For

02    RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED     Management   For      For
      PUBLIC ACCOUNTING FIRM (PAGE 71)

03    ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE 72)         Management   For      For

04    STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING (PAGE 73)       Shareholder  Against  For

05    STOCKHOLDER PROPOSAL TO REVIEW POLITICAL CONTRIBUTIONS -  Shareholder  Against  For
      TRADE ASSOCIATIONS POLICY (PAGE 74)

06    STOCKHOLDER PROPOSAL FOR DISCLOSURE OF LOBBYING POLICIES  Shareholder  Against  For
      AND PRACTICES (PAGE 75)


 Page 17 of 36                                                    16-Aug-2012

                           Investment Company Report


VF CORPORATION


                                  
Security       918204108     Meeting Type  Annual
Ticker Symbol  VFC           Meeting Date  24-Apr-2012
ISIN           US9182041080  Agenda        933573518 - Management




                                                                                      For/Against
Item  Proposal                                                     Type         Vote  Management
----  ------------------------------------------------------------ ------------ ----  -----------
                                                                          
1.    DIRECTOR                                                     Management

         1   ROBERT J. HURST                                                    For    For

         2   LAURA W. LANG                                                      For    For

         3   W. ALAN MCCOLLOUGH                                                 For    For

         4   RAYMOND G. VIAULT                                                  For    For

2.    ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER             Management   For    For
      COMPENSATION.

3.    RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP  Management   For    For
      AS VF'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
      THE 2012 FISCAL YEAR.

4.    SHAREHOLDER PROPOSAL TO REPEAL CLASSIFIED BOARD.             Shareholder  For    Against


 Page 18 of 36                                                    16-Aug-2012

                           Investment Company Report


PFIZER INC.


                                  
Security       717081103     Meeting Type  Annual
Ticker Symbol  PFE           Meeting Date  26-Apr-2012
ISIN           US7170811035  Agenda        933560472 - Management




                                                                                        For/Against
Item  Proposal                                                    Type         Vote     Management
----  ----------------------------------------------------------- ------------ -------- -----------
                                                                            
1A.   ELECTION OF DIRECTOR: DENNIS A. AUSIELLO                    Management   For      For

1B.   ELECTION OF DIRECTOR: M. ANTHONY BURNS                      Management   For      For

1C.   ELECTION OF DIRECTOR: W. DON CORNWELL                       Management   For      For

1D.   ELECTION OF DIRECTOR: FRANCES D. FERGUSSON                  Management   For      For

1E.   ELECTION OF DIRECTOR: WILLIAM H. GRAY, III                  Management   For      For

1F.   ELECTION OF DIRECTOR: HELEN H. HOBBS                        Management   For      For

1G.   ELECTION OF DIRECTOR: CONSTANCE J. HORNER                   Management   For      For

1H.   ELECTION OF DIRECTOR: JAMES M. KILTS                        Management   For      For

1I.   ELECTION OF DIRECTOR: GEORGE A. LORCH                       Management   For      For

1J.   ELECTION OF DIRECTOR: JOHN P. MASCOTTE                      Management   For      For

1K.   ELECTION OF DIRECTOR: SUZANNE NORA JOHNSON                  Management   For      For

1L.   ELECTION OF DIRECTOR: IAN C. READ                           Management   For      For

1M.   ELECTION OF DIRECTOR: STEPHEN W. SANGER                     Management   For      For

1N.   ELECTION OF DIRECTOR: MARC TESSIER-LAVIGNE                  Management   For      For

2.    RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT REGISTERED  Management   For      For
      PUBLIC ACCOUNTING FIRM FOR 2012.

3.    ADVISORY APPROVAL OF EXECUTIVE COMPENSATION.                Management   For      For

4.    SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF POLITICAL     Shareholder  Against  For
      CONTRIBUTIONS.

5.    SHAREHOLDER PROPOSAL REGARDING ACTION BY WRITTEN CONSENT.   Shareholder  Against  For

6.    SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER          Shareholder  Against  For
      MEETINGS.

7.    SHAREHOLDER PROPOSAL REGARDING ADVISORY VOTE ON DIRECTOR    Shareholder  Against  For
      PAY.


 Page 19 of 36                                                    16-Aug-2012

                           Investment Company Report


JOHNSON & JOHNSON


                                  
Security       478160104     Meeting Type  Annual
Ticker Symbol  JNJ           Meeting Date  26-Apr-2012
ISIN           US4781601046  Agenda        933562301 - Management




                                                                                       For/Against
Item  Proposal                                                   Type         Vote     Management
----  ---------------------------------------------------------- ------------ -------- -----------
                                                                           
1A.   ELECTION OF DIRECTOR: MARY SUE COLEMAN                     Management   For       For

1B.   ELECTION OF DIRECTOR: JAMES G. CULLEN                      Management   For       For

1C.   ELECTION OF DIRECTOR: IAN E.L. DAVIS                       Management   For       For

1D.   ELECTION OF DIRECTOR: ALEX GORSKY                          Management   For       For

1E.   ELECTION OF DIRECTOR: MICHAEL M.E. JOHNS                   Management   For       For

1F.   ELECTION OF DIRECTOR: SUSAN L. LINDQUIST                   Management   For       For

1G.   ELECTION OF DIRECTOR: ANNE M. MULCAHY                      Management   For       For

1H.   ELECTION OF DIRECTOR: LEO F. MULLIN                        Management   For       For

1I.   ELECTION OF DIRECTOR: WILLIAM D. PEREZ                     Management   For       For

1J.   ELECTION OF DIRECTOR: CHARLES PRINCE                       Management   For       For

1K.   ELECTION OF DIRECTOR: DAVID SATCHER                        Management   For       For

1L.   ELECTION OF DIRECTOR: WILLIAM C. WELDON                    Management   For       For

1M.   ELECTION OF DIRECTOR: RONALD A. WILLIAMS                   Management   For       For

2.    ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER           Management   For       For
      COMPENSATION

3.    APPROVAL OF THE COMPANY'S 2012 LONG-TERM INCENTIVE PLAN    Management   Abstain   Against

4.    RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP  Management   For       For
      AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012

5.    SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIRMAN         Shareholder  Against   For

6.    SHAREHOLDER PROPOSAL ON BINDING VOTE ON POLITICAL          Shareholder  Against   For
      CONTRIBUTIONS

7.    SHAREHOLDER PROPOSAL ON ADOPTING NON-ANIMAL METHODS FOR    Shareholder  Against   For
      TRAINING


 Page 20 of 36                                                    16-Aug-2012

                           Investment Company Report


ABBOTT LABORATORIES


                                  
Security       002824100     Meeting Type  Annual
Ticker Symbol  ABT           Meeting Date  27-Apr-2012
ISIN           US0028241000  Agenda        933560408 - Management




                                                                                      For/Against
Item  Proposal                                                  Type         Vote     Management
----  --------------------------------------------------------- ------------ -------- -----------
                                                                          
1.    DIRECTOR                                                  Management

         1   R.J. ALPERN                                                     For      For

         2   R.S. AUSTIN                                                     For      For

         3   S.E. BLOUNT                                                     For      For

         4   W.J. FARRELL                                                    For      For

         5   E.M. LIDDY                                                      For      For

         6   N. MCKINSTRY                                                    For      For

         7   P.N. NOVAKOVIC                                                  For      For

         8   W.A. OSBORN                                                     For      For

         9   S.C. SCOTT III                                                  For      For

         10  G.F. TILTON                                                     For      For

         11  M.D. WHITE                                                      For      For

2.    RATIFICATION OF DELOITTE & TOUCHE LLP AS AUDITORS         Management   For      For

3.    SAY ON PAY - AN ADVISORY VOTE TO APPROVE EXECUTIVE        Management   For      For
      COMPENSATION

4.    SHAREHOLDER PROPOSAL - TRANSPARENCY IN ANIMAL RESEARCH    Shareholder  Against  For

5.    SHAREHOLDER PROPOSAL - LOBBYING DISCLOSURE                Shareholder  Against  For

6.    SHAREHOLDER PROPOSAL - INDEPENDENT BOARD CHAIR            Shareholder  Against  For

7.    SHAREHOLDER PROPOSAL - TAX GROSS-UPS                      Shareholder  Against  For

8.    SHAREHOLDER PROPOSAL - EQUITY RETENTION AND HEDGING       Shareholder  Against  For

9.    SHAREHOLDER PROPOSAL - INCENTIVE COMPENSATION             Shareholder  Against  For

10.   SHAREHOLDER PROPOSAL - BAN ACCELERATED VESTING OF AWARDS  Shareholder  Against  For
      UPON A CHANGE IN CONTROL


 Page 21 of 36                                                    16-Aug-2012

                           Investment Company Report


ALLERGAN, INC.


                                  
Security       018490102     Meeting Type  Annual
Ticker Symbol  AGN           Meeting Date  01-May-2012
ISIN           US0184901025  Agenda        933565826 - Management




                                                                                         For/Against
Item  Proposal                                                     Type         Vote     Management
----  ------------------------------------------------------------ ------------ -------- -----------
                                                                             
1A.   ELECTION OF DIRECTOR: DAVID E.I. PYOTT                       Management   For      For

1B.   ELECTION OF DIRECTOR: HERBERT W. BOYER, PH.D.                Management   For      For

1C.   ELECTION OF DIRECTOR: DEBORAH DUNSIRE, M.D.                  Management   For      For

1D.   ELECTION OF DIRECTOR: MICHAEL R. GALLAGHER                   Management   For      For

1E.   ELECTION OF DIRECTOR: DAWN HUDSON                            Management   For      For

1F.   ELECTION OF DIRECTOR: ROBERT A. INGRAM                       Management   For      For

1G.   ELECTION OF DIRECTOR: TREVOR M. JONES, PH.D.                 Management   For      For

1H.   ELECTION OF DIRECTOR: LOUIS J. LAVIGNE, JR.                  Management   For      For

1I.   ELECTION OF DIRECTOR: RUSSELL T. RAY                         Management   For      For

1J.   ELECTION OF DIRECTOR: STEPHEN J. RYAN, M.D.                  Management   For      For

2.    RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR  Management   For      For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL
      YEAR 2012.

3.    ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE     Management   For      For
      OFFICERS.

4.    STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL    Shareholder  Against  For
      MEETING (SPECIAL STOCKHOLDER MEETINGS).


 Page 22 of 36                                                    16-Aug-2012

                           Investment Company Report


UNITED PARCEL SERVICE, INC.


                                  
Security       911312106     Meeting Type  Annual
Ticker Symbol  UPS           Meeting Date  03-May-2012
ISIN           US9113121068  Agenda        933564913 - Management




                                                                                       For/Against
Item  Proposal                                                     Type        Vote    Management
----  ------------------------------------------------------------ ----------- ------- -----------
                                                                           
1A)   ELECTION OF DIRECTOR: F. DUANE ACKERMAN                      Management  For     For

1B)   ELECTION OF DIRECTOR: MICHAEL J. BURNS                       Management  For     For

1C)   ELECTION OF DIRECTOR: D. SCOTT DAVIS                         Management  For     For

1D)   ELECTION OF DIRECTOR: STUART E. EIZENSTAT                    Management  For     For

1E)   ELECTION OF DIRECTOR: MICHAEL L. ESKEW                       Management  For     For

1F)   ELECTION OF DIRECTOR: WILLIAM R. JOHNSON                     Management  For     For

1G)   ELECTION OF DIRECTOR: CANDACE KENDLE                         Management  For     For

1H)   ELECTION OF DIRECTOR: ANN M. LIVERMORE                       Management  For     For

1I)   ELECTION OF DIRECTOR: RUDY H.P. MARKHAM                      Management  For     For

1J)   ELECTION OF DIRECTOR: CLARK T. RANDT, JR.                    Management  For     For

1K)   ELECTION OF DIRECTOR: JOHN W. THOMPSON                       Management  For     For

1L)   ELECTION OF DIRECTOR: CAROL B. TOME                          Management  For     For

2.    TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS UPS'S  Management  For     For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR
      ENDING DECEMBER 31, 2012.

3.    TO APPROVE THE 2012 OMNIBUS INCENTIVE COMPENSATION PLAN.     Management  Against Against

4.    TO APPROVE THE AMENDMENT TO THE DISCOUNTED EMPLOYEE          Management  Against Against
      STOCK PURCHASE PLAN.

5.    THE SHAREOWNER PROPOSAL REGARDING LOBBYING DISCLOSURE.       Shareholder Against For


 Page 23 of 36                                                    16-Aug-2012

                           Investment Company Report

OCCIDENTAL PETROLEUM CORPORATION


                                  
Security       674599105     Meeting Type  Annual
Ticker Symbol  OXY           Meeting Date  04-May-2012
ISIN           US6745991058  Agenda        933577768 - Management




                                                                                      For/Against
Item  Proposal                                                    Type        Vote    Management
----  ----------------------------------------------------------- ----------- ------- -----------
                                                                          
1A.   ELECTION OF DIRECTOR: SPENCER ABRAHAM                       Management  For      For

1B.   ELECTION OF DIRECTOR: HOWARD I. ATKINS                      Management  For      For

1C.   ELECTION OF DIRECTOR: STEPHEN I. CHAZEN                     Management  For      For

1D.   ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN                   Management  For      For

1E.   ELECTION OF DIRECTOR: JOHN E. FEICK                         Management  For      For

1F.   ELECTION OF DIRECTOR: MARGARET M. FORAN                     Management  For      For

1G.   ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ                   Management  For      For

1H.   ELECTION OF DIRECTOR: RAY R. IRANI                          Management  For      For

1I.   ELECTION OF DIRECTOR: AVEDICK B. POLADIAN                   Management  For      For

1J.   ELECTION OF DIRECTOR: AZIZ D. SYRIANI                       Management  For      For

1K.   ELECTION OF DIRECTOR: ROSEMARY TOMICH                       Management  For      For

2.    ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION.             Management  Against  Against

3.    RATIFICATION OF SELECTION OF KPMG AS INDEPENDENT AUDITORS.  Management  For      For

4.    REQUIRED NOMINATION OF DIRECTOR WITH ENVIRONMENTAL          Shareholder Against  For
      EXPERTISE.


 Page 24 of 36                                                    16-Aug-2012

                           Investment Company Report


BERKSHIRE HATHAWAY INC.


                                  
Security       084670702     Meeting Type  Annual
Ticker Symbol  BRKB          Meeting Date  05-May-2012
ISIN           US0846707026  Agenda        933565092 - Management




                                                                               For/Against
Item  Proposal                                             Type        Vote    Management
----  ---------------------------------------------------- ----------- ------- -----------
                                                                   
1.    DIRECTOR                                             Management

         1   WARREN E. BUFFETT                                         For     For

         2   CHARLES T. MUNGER                                         For     For

         3   HOWARD G. BUFFETT                                         For     For

         4   STEPHEN B. BURKE                                          For     For

         5   SUSAN L. DECKER                                           For     For

         6   WILLIAM H. GATES III                                      For     For

         7   DAVID S. GOTTESMAN                                        For     For

         8   CHARLOTTE GUYMAN                                          For     For

         9   DONALD R. KEOUGH                                          For     For

         10  THOMAS S. MURPHY                                          For     For

         11  RONALD L. OLSON                                           For     For

         12  WALTER SCOTT, JR.                                         For     For

2.    SHAREHOLDER PROPOSAL REGARDING SUCCESSION PLANNING.  Shareholder Against For


 Page 25 of 36                                                    16-Aug-2012

                           Investment Company Report


DANAHER CORPORATION


                                  
Security       235851102     Meeting Type  Annual
Ticker Symbol  DHR           Meeting Date  08-May-2012
ISIN           US2358511028  Agenda        933591249 - Management




                                                                                              For/Against
Item  Proposal                                                              Type        Vote  Management
----  --------------------------------------------------------------------- ----------- ----  -----------
                                                                                  
1.1   ELECTION OF DIRECTOR: MORTIMER M. CAPLIN                              Management  For   For

1.2   ELECTION OF DIRECTOR: DONALD J. EHRLICH                               Management  For   For

1.3   ELECTION OF DIRECTOR: LINDA P. HEFNER                                 Management  For   For

1.4   ELECTION OF DIRECTOR: TERI LIST-STOLL                                 Management  For   For

1.5   ELECTION OF DIRECTOR: WALTER G. LOHR, JR.                             Management  For   For

2.    TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS DANAHER'S             Management  For   For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR
      ENDING DECEMBER 31, 2012.

3.    TO APPROVE AN AMENDMENT TO DANAHER'S RESTATED CERTIFICATE             Management  For   For
      OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
      SHARES OF COMMON STOCK OF DANAHER FROM 1 BILLION
      (1,000,000,000) SHARES TO 2 BILLION (2,000,000,000) SHARES, $.01 PAR
      VALUE PER SHARE.

4.    TO RE-APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS             Management  For   For
      UNDER THE DANAHER 2007 EXECUTIVE INCENTIVE COMPENSATION
      PLAN.

5.    ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER                      Management  For   For
      COMPENSATION.


 Page 26 of 36                                                    16-Aug-2012

                           Investment Company Report


CVS CAREMARK CORPORATION


                                  
Security       126650100     Meeting Type  Annual
Ticker Symbol  CVS           Meeting Date  10-May-2012
ISIN           US1266501006  Agenda        933577011 - Management




                                                                                    For/Against
Item  Proposal                                                  Type        Vote    Management
----  --------------------------------------------------------- ----------- ------- -----------
                                                                        
1.A   ELECTION OF DIRECTOR: C. DAVID BROWN II                   Management  For     For

1.B   ELECTION OF DIRECTOR: DAVID W. DORMAN                     Management  For     For

1.C   ELECTION OF DIRECTOR: ANNE M. FINUCANE                    Management  For     For

1.D   ELECTION OF DIRECTOR: KRISTEN GIBNEY WILLIAMS             Management  For     For

1.E   ELECTION OF DIRECTOR: MARIAN L. HEARD                     Management  For     For

1.F   ELECTION OF DIRECTOR: LARRY J. MERLO                      Management  For     For

1.G   ELECTION OF DIRECTOR: JEAN-PIERRE MILLON                  Management  For     For

1.H   ELECTION OF DIRECTOR: C.A. LANCE PICCOLO                  Management  For     For

1.I   ELECTION OF DIRECTOR: RICHARD J. SWIFT                    Management  For     For

1.J   ELECTION OF DIRECTOR: TONY L. WHITE                       Management  For     For

2.    RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE        Management  For     For
      COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      FOR 2012.

3.    PROPOSAL TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION  Management  Abstain Against
      AS DISCLOSED IN THE PROXY STATEMENT.

4.    MANAGEMENT PROPOSAL REGARDING STOCKHOLDER ACTION BY       Management  Abstain Against
      WRITTEN CONSENT.

5.    STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS    Shareholder Against For
      AND EXPENDITURES.


 Page 27 of 36                                                    16-Aug-2012

                           Investment Company Report

UNION PACIFIC CORPORATION


                                  
Security       907818108     Meeting Type  Annual
Ticker Symbol  UNP           Meeting Date  10-May-2012
ISIN           US9078181081  Agenda        933584294 - Management




                                                                                       For/Against
Item  Proposal                                                     Type        Vote    Management
----  ------------------------------------------------------------ ----------- ------- -----------
                                                                           
1A.   ELECTION OF DIRECTOR: A.H. CARD, JR.                         Management  For     For

1B.   ELECTION OF DIRECTOR: E.B. DAVIS, JR.                        Management  For     For

1C.   ELECTION OF DIRECTOR: T.J. DONOHUE                           Management  For     For

1D.   ELECTION OF DIRECTOR: A.W. DUNHAM                            Management  For     For

1E.   ELECTION OF DIRECTOR: J.R. HOPE                              Management  For     For

1F.   ELECTION OF DIRECTOR: C.C. KRULAK                            Management  For     For

1G.   ELECTION OF DIRECTOR: M.R. MCCARTHY                          Management  For     For

1H.   ELECTION OF DIRECTOR: M.W. MCCONNELL                         Management  For     For

1I.   ELECTION OF DIRECTOR: T.F. MCLARTY III                       Management  For     For

1J.   ELECTION OF DIRECTOR: S.R. ROGEL                             Management  For     For

1K.   ELECTION OF DIRECTOR: J.H. VILLARREAL                        Management  For     For

1L.   ELECTION OF DIRECTOR: J.R. YOUNG                             Management  For     For

2.    RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE AS THE  Management  For     For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

3.    AN ADVISORY VOTE ON EXECUTIVE COMPENSATION ("SAY ON PAY").   Management  For     For

4.    SHAREHOLDER PROPOSAL REGARDING LOBBYING ACTIVITIES IF        Shareholder Against For
      PROPERLY PRESENTED AT THE ANNUAL MEETING.

5.    SHAREHOLDER PROPOSAL REGARDING EXECUTIVE STOCK OWNERSHIP     Shareholder Against For
      IF PROPERLY PRESENTED AT THE ANNUAL MEETING.


 Page 28 of 36                                                    16-Aug-2012

                           Investment Company Report


JPMORGAN CHASE & CO.


                                  
Security       46625H100     Meeting Type  Annual
Ticker Symbol  JPM           Meeting Date  15-May-2012
ISIN           US46625H1005  Agenda        933581301 - Management




                                                                                   For/Against
Item  Proposal                                                 Type        Vote    Management
----  -------------------------------------------------------- ----------- ------- -----------
                                                                       
1A.   ELECTION OF DIRECTOR: JAMES A. BELL                      Management  For     For

1B.   ELECTION OF DIRECTOR: CRANDALL C. BOWLES                 Management  For     For

1C.   ELECTION OF DIRECTOR: STEPHEN B. BURKE                   Management  For     For

1D.   ELECTION OF DIRECTOR: DAVID M. COTE                      Management  For     For

1E.   ELECTION OF DIRECTOR: JAMES S. CROWN                     Management  For     For

1F.   ELECTION OF DIRECTOR: JAMES DIMON                        Management  For     For

1G.   ELECTION OF DIRECTOR: TIMOTHY P. FLYNN                   Management  For     For

1H.   ELECTION OF DIRECTOR: ELLEN V. FUTTER                    Management  For     For

1I.   ELECTION OF DIRECTOR: LABAN P. JACKSON, JR.              Management  For     For

1J.   ELECTION OF DIRECTOR: LEE R. RAYMOND                     Management  For     For

1K.   ELECTION OF DIRECTOR: WILLIAM C. WELDON                  Management  For     For

2.    APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING  Management  For     For
      FIRM

3.    ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION    Management  For     For

4.    POLITICAL NON-PARTISANSHIP                               Shareholder Against For

5.    INDEPENDENT DIRECTOR AS CHAIRMAN                         Shareholder Against For

6.    LOAN SERVICING                                           Shareholder Against For

7.    CORPORATE POLITICAL CONTRIBUTIONS REPORT                 Shareholder Against For

8.    GENOCIDE-FREE INVESTING                                  Shareholder Against For

9.    SHAREHOLDER ACTION BY WRITTEN CONSENT                    Shareholder Against For

10.   STOCK RETENTION                                          Shareholder Against For


 Page 29 of 36                                                    16-Aug-2012

                           Investment Company Report


AKAMAI TECHNOLOGIES, INC.


                                  
Security       00971T101     Meeting Type  Annual
Ticker Symbol  AKAM          Meeting Date  16-May-2012
ISIN           US00971T1016  Agenda        933591136 - Management




                                                                                For/Against
Item  Proposal                                                  Type       Vote Management
----  --------------------------------------------------------- ---------- ---- -----------
                                                                    
1A    ELECTION OF DIRECTOR: GEORGE H. CONRADES                  Management For  For

1B    ELECTION OF DIRECTOR: MARTIN M. COYNE II                  Management For  For

1C    ELECTION OF DIRECTOR: JILL A. GREENTHAL                   Management For  For

1D    ELECTION OF DIRECTOR: GEOFFREY A. MOORE                   Management For  For

2     TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF     Management For  For
      AKAMAI TECHNOLOGIES, INC'S NAMED EXECUTIVE OFFICERS.

3     TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS  Management For  For
      THE INDEPENDENT AUDITORS OF AKAMAI TECHNOLOGIES, INC FOR
      THE FISCAL YEAR ENDING DECEMBER 31, 2012.


 Page 30 of 36                                                    16-Aug-2012

                           Investment Company Report


NATIONAL OILWELL VARCO, INC.


                                  
Security       637071101     Meeting Type  Annual
Ticker Symbol  NOV           Meeting Date  16-May-2012
ISIN           US6370711011  Agenda        933593724 - Management




                                                                                   For/Against
Item  Proposal                                               Type         Vote     Management
----  ------------------------------------------------------ ------------ -------- -----------
                                                                       
1A    ELECTION OF DIRECTOR: MERRILL A. MILLER, JR.           Management   For      For

1B    ELECTION OF DIRECTOR: GREG L. ARMSTRONG                Management   For      For

1C    ELECTION OF DIRECTOR: DAVID D. HARRISON                Management   For      For

2     RATIFICATION OF INDEPENDENT AUDITORS.                  Management   For      For

3     APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF OUR  Management   For      For
      NAMED EXECUTIVE OFFICERS.

4     STOCKHOLDER PROPOSAL.                                  Shareholder  Against  For


 Page 31 of 36                                                    16-Aug-2012

                           Investment Company Report


MCDONALD'S CORPORATION


                                  
Security       580135101     Meeting Type  Annual
Ticker Symbol  MCD           Meeting Date  24-May-2012
ISIN           US5801351017  Agenda        933595247 - Management




                                                                                       For/Against
Item  Proposal                                                   Type         Vote     Management
----  ---------------------------------------------------------- ------------ -------- -----------
                                                                           
1A.   ELECTION OF DIRECTOR: ROBERT A. ECKERT                     Management   For       For

1B.   ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR.               Management   For       For

1C.   ELECTION OF DIRECTOR: JEANNE P. JACKSON                    Management   For       For

1D.   ELECTION OF DIRECTOR: ANDREW J. MCKENNA                    Management   For       For

1E.   ELECTION OF DIRECTOR: DONALD THOMPSON                      Management   For       For

2.    ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.           Management   For       For

3.    APPROVAL OF THE 2012 OMNIBUS STOCK OWNERSHIP PLAN.         Management   Against   Against

4.    APPROVAL OF DECLASSIFICATION OF THE BOARD OF DIRECTORS.    Management   Abstain   Against

5.    APPROVAL OF SHAREHOLDERS' RIGHT TO CALL SPECIAL MEETINGS.  Management   Against   Against

6.    ADVISORY VOTE TO APPROVE THE APPOINTMENT OF ERNST & YOUNG  Management   For       For
      LLP AS INDEPENDENT AUDITOR FOR 2012.

7.    ADVISORY VOTE ON A SHAREHOLDER PROPOSAL REQUESTING A       Shareholder  Abstain   Against
      NUTRITION REPORT.


 Page 32 of 36                                                    16-Aug-2012

                           Investment Company Report


THE GOLDMAN SACHS GROUP, INC.


                                  
Security       38141G104     Meeting Type  Annual
Ticker Symbol  GS            Meeting Date  24-May-2012
ISIN           US38141G1040  Agenda        933600125 - Management




                                                                                     For/Against
Item  Proposal                                                 Type         Vote     Management
----  -------------------------------------------------------- ------------ -------- -----------
                                                                         
1A.   ELECTION OF DIRECTOR: LLOYD C. BLANKFEIN                 Management   For      For

1B.   ELECTION OF DIRECTOR: M. MICHELE BURNS                   Management   For      For

1C.   ELECTION OF DIRECTOR: GARY D. COHN                       Management   For      For

1D.   ELECTION OF DIRECTOR: CLAES DAHLBACK                     Management   For      For

1E.   ELECTION OF DIRECTOR: STEPHEN FRIEDMAN                   Management   For      For

1F.   ELECTION OF DIRECTOR: WILLIAM W. GEORGE                  Management   For      For

1G.   ELECTION OF DIRECTOR: JAMES A. JOHNSON                   Management   For      For

1H.   ELECTION OF DIRECTOR: LAKSHMI N. MITTAL                  Management   For      For

1I.   ELECTION OF DIRECTOR: JAMES J. SCHIRO                    Management   For      For

1J.   ELECTION OF DIRECTOR: DEBORA L. SPAR                     Management   For      For

2.    ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON  Management   For      For
      PAY)

3.    RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR        Management   For      For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012

4.    SHAREHOLDER PROPOSAL REGARDING CUMULATIVE VOTING         Shareholder  Against  For

5.    SHAREHOLDER PROPOSAL REGARDING EXECUTIVE COMPENSATION    Shareholder  Against  For
      AND LONG-TERM PERFORMANCE

6.    SHAREHOLDER PROPOSAL REGARDING REPORT ON LOBBYING        Shareholder  Against  For
      EXPENDITURES


 Page 33 of 36                                                    16-Aug-2012

                           Investment Company Report


EXXON MOBIL CORPORATION


                                  
Security       30231G102     Meeting Type  Annual
Ticker Symbol  XOM           Meeting Date  30-May-2012
ISIN           US30231G1022  Agenda        933600086 - Management




                                                                                       For/Against
Item  Proposal                                                   Type         Vote     Management
----  ---------------------------------------------------------- ------------ -------- -----------
                                                                           
1.    DIRECTOR                                                   Management

         1   M.J. BOSKIN                                                      For      For

         2   P. BRABECK-LETMATHE                                              For      For

         3   L.R. FAULKNER                                                    For      For

         4   J.S. FISHMAN                                                     For      For

         5   H.H. FORE                                                        For      For

         6   K.C. FRAZIER                                                     For      For

         7   W.W. GEORGE                                                      For      For

         8   S.J. PALMISANO                                                   For      For

         9   S.S REINEMUND                                                    For      For

         10  R.W. TILLERSON                                                   For      For

         11  E.E. WHITACRE, JR.                                               For      For

2.    RATIFICATION OF INDEPENDENT AUDITORS (PAGE 61)             Management   For      For

3.    ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (PAGE 62)  Management   For      For

4.    INDEPENDENT CHAIRMAN (PAGE 64)                             Shareholder  Against  For

5.    MAJORITY VOTE FOR DIRECTORS (PAGE 65)                      Shareholder  Against  For

6.    REPORT ON POLITICAL CONTRIBUTIONS (PAGE 66)                Shareholder  Against  For

7.    AMENDMENT OF EEO POLICY (PAGE 67)                          Shareholder  Against  For

8.    REPORT ON NATURAL GAS PRODUCTION (PAGE 69)                 Shareholder  Against  For

9.    GREENHOUSE GAS EMISSIONS GOALS (PAGE 71)                   Shareholder  Against  For


 Page 34 of 36                                                    16-Aug-2012

                           Investment Company Report


CHEVRON CORPORATION


                                  
Security       166764100     Meeting Type  Annual
Ticker Symbol  CVX           Meeting Date  30-May-2012
ISIN           US1667641005  Agenda        933601913 - Management




                                                                                   For/Against
Item  Proposal                                               Type         Vote     Management
----  ------------------------------------------------------ ------------ -------- -----------
                                                                       
1A.   ELECTION OF DIRECTOR: L.F. DEILY                       Management   For      For

1B.   ELECTION OF DIRECTOR: R.E. DENHAM                      Management   For      For

1C.   ELECTION OF DIRECTOR: C. HAGEL                         Management   For      For

1D.   ELECTION OF DIRECTOR: E. HERNANDEZ                     Management   For      For

1E.   ELECTION OF DIRECTOR: G.L. KIRKLAND                    Management   For      For

1F.   ELECTION OF DIRECTOR: C.W. MOORMAN                     Management   For      For

1G.   ELECTION OF DIRECTOR: K.W. SHARER                      Management   For      For

1H.   ELECTION OF DIRECTOR: J.G. STUMPF                      Management   For      For

1I.   ELECTION OF DIRECTOR: R.D. SUGAR                       Management   For      For

1J.   ELECTION OF DIRECTOR: C. WARE                          Management   For      For

1K.   ELECTION OF DIRECTOR: J.S. WATSON                      Management   For      For

2.    RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED  Management   For      For
      PUBLIC ACCOUNTING FIRM

3.    ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER       Management   For      For
      COMPENSATION

4.    EXCLUSIVE FORUM PROVISIONS                             Shareholder  Against  For

5.    INDEPENDENT CHAIRMAN                                   Shareholder  Against  For

6.    LOBBYING DISCLOSURE                                    Shareholder  Against  For

7.    COUNTRY SELECTION GUIDELINES                           Shareholder  Against  For

8.    HYDRAULIC FRACTURING                                   Shareholder  Against  For

9.    ACCIDENT RISK OVERSIGHT                                Shareholder  Against  For

10.   SPECIAL MEETINGS                                       Shareholder  Against  For

11.   INDEPENDENT DIRECTOR WITH ENVIRONMENTAL EXPERTISE      Shareholder  Against  For


 Page 35 of 36                                                    16-Aug-2012

                           Investment Company Report


AMERICAN TOWER CORPORATION


                                  
Security       03027X100     Meeting Type  Annual
Ticker Symbol  AMT           Meeting Date  19-Jun-2012
ISIN           US03027X1000  Agenda        933622246 - Management




                                                                                         For/Against
Item  Proposal                                                     Type         Vote     Management
----  ------------------------------------------------------------ ------------ -------- -----------
                                                                             
1A.   ELECTION OF DIRECTOR: RAYMOND P. DOLAN                       Management   For      For

1B.   ELECTION OF DIRECTOR: RONALD M. DYKES                        Management   For      For

1C.   ELECTION OF DIRECTOR: CAROLYN F. KATZ                        Management   For      For

1D.   ELECTION OF DIRECTOR: GUSTAVO LARA CANTU                     Management   For      For

1E.   ELECTION OF DIRECTOR: JOANN A. REED                          Management   For      For

1F.   ELECTION OF DIRECTOR: PAMELA D.A. REEVE                      Management   For      For

1G.   ELECTION OF DIRECTOR: DAVID E. SHARBUTT                      Management   For      For

1H.   ELECTION OF DIRECTOR: JAMES D. TAICLET, JR.                  Management   For      For

1I.   ELECTION OF DIRECTOR: SAMME L. THOMPSON                      Management   For      For

2.    TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS          Management   For      For
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2012.

3.    TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE    Management   For      For
      COMPENSATION.

4.    TO REQUIRE EXECUTIVES TO RETAIN A SIGNIFICANT PERCENTAGE OF  Shareholder  Against  For
      STOCK ACQUIRED THROUGH EQUITY PAY PROGRAMS UNTIL ONE YEAR
      FOLLOWING TERMINATION OF THEIR EMPLOYMENT.


 Page 36 of 36                                                    16-Aug-2012



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.

Northeast Investors Growth Fund
(Registrant)

By	/s/ William A. Oates
   	President and Trustee

Date 	August 30, 2012

* Print the name and title of each signing officer under his or her
signature