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                              811-00483
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                       Elfun Trusts
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               (Exact name of registrant as specified in charter)


              1600, SUMMER STREET,STAMFORD, CONNECTICUT, 06905
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               (Address of principal executive offices) (Zip code)


GE ASSET MANAGEMENT,1600, SUMMER STREET,STAMFORD,CONNECTICUT,06905
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                     (Name and address of agent for service)


Registrant"s telephone number, including area code: 203-326-4099
                                            ----------------------------

Date of fiscal year end: 12/31
                        ---------------------------

Date of reporting period: 07/01/2011 - 06/30/2012
                          -------------------------


Item 1. Proxy Voting Record







================================= Elfun Trust ==================================


ALLEGHANY CORPORATION

Ticker:       Y              Security ID:  017175100
Meeting Date: FEB 06, 2012   Meeting Type: Special
Record Date:  JAN 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Adjourn Meeting                         For       For          Management


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ALLEGHANY CORPORATION

Ticker:       Y              Security ID:  017175100
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John G. Foos             For       For          Management
2     Elect Director William K. Lavin         For       For          Management
3     Elect Director Phillip M. Martineau     For       For          Management
4     Elect Director Raymond L. M. Wong       For       For          Management
5     Approve Omnibus Stock Plan              For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey P. Bezos         For       For          Management
2     Elect Director Tom A. Alberg            For       For          Management
3     Elect Director John Seely Brown         For       For          Management
4     Elect Director William B. Gordon        For       For          Management
5     Elect Director Jamie S. Gorelick        For       For          Management
6     Elect Director Blake G. Krikorian       For       For          Management
7     Elect Director Alain Monie              For       For          Management
8     Elect Director Jonathan J. Rubinstein   For       For          Management
9     Elect Director Thomas O. Ryder          For       For          Management
10    Elect Director Patricia Q. Stonesifer   For       For          Management
11    Ratify Auditors                         For       For          Management
12    Amend Omnibus Stock Plan                For       For          Management
13    Report on Climate Change                Against   Against      Shareholder
14    Report on Political Contributions       Against   Against      Shareholder


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AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  029912201
Meeting Date: NOV 29, 2011   Meeting Type: Special
Record Date:  OCT 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reorganization Plan             For       For          Management
2     Adjourn Meeting                         For       For          Management


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AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  03027X100
Meeting Date: JUN 19, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Raymond P. Dolan         For       For          Management
2     Elect Director Ronald M. Dykes          For       For          Management
3     Elect Director Carolyn F. Katz          For       For          Management
4     Elect Director Gustavo Lara Cantu       For       For          Management
5     Elect Director Joann A. Reed            For       For          Management
6     Elect Director Pamela D.A. Reeve        For       For          Management
7     Elect Director David E. Sharbutt        For       For          Management
8     Elect Director James D. Taiclet, Jr.    For       For          Management
9     Elect Director Samme L. Thompson        For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Stock Retention/Holding Period          Against   Against      Shareholder


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AMGEN INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David Baltimore          For       For          Management
2     Elect Director Frank J. Biondi, Jr.     For       For          Management
3     Elect Director Robert A. Bradway        For       For          Management
4     Elect Director Francois De Carbonnel    For       For          Management
5     Elect Director Vance D. Coffman         For       For          Management
6     Elect Director Rebecca M. Henderson     For       For          Management
7     Elect Director Frank C. Herringer       For       For          Management
8     Elect Director Tyler Jacks              For       For          Management
9     Elect Director Gilbert S. Omenn         For       For          Management
10    Elect Director Judith C. Pelham         For       For          Management
11    Elect Director J. Paul Reason           For       For          Management
12    Elect Director Leonard D. Schaeffer     For       For          Management
13    Elect Director Kevin W. Sharer          For       For          Management
14    Elect Director Ronald D. Sugar          For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Provide Right to Act by Written Consent For       For          Management
18    Require Independent Board Chairman      Against   Against      Shareholder
19    Report on Research Animal Care and      Against   Against      Shareholder
      Promotion of Testing Alternatives
20    Report on Lobbying Payments and Policy  Against   Against      Shareholder
21    Limit CEO to Serving on only One Other  Against   Against      Shareholder
      Board


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ANADARKO PETROLEUM CORPORATION

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kevin P. Chilton         For       For          Management
2     Elect Director Luke R. Corbett          For       For          Management
3     Elect Director H. Paulett Eberhart      For       For          Management
4     Elect Director Peter J. Fluor           For       For          Management
5     Elect Director Richard L. George        For       For          Management
6     Elect Director Preston M. Geren, III    For       For          Management
7     Elect Director Charles W. Goodyear      For       For          Management
8     Elect Director John R. Gordon           For       For          Management
9     Elect Director James T. Hackett         For       For          Management
10    Elect Director Eric D. Mullins          For       For          Management
11    Elect Director Paula Rosput Reynolds    For       For          Management
12    Elect Director R. A. Walker             For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Require Independent Board Chairman      Against   Against      Shareholder
17    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Gender Identity
18    Pro-rata Vesting of Equity Awards       Against   Against      Shareholder
19    Report on Political Contributions       Against   Against      Shareholder


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  DEC 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       For          Management
1.2   Elect Director Timothy D. Cook          For       For          Management
1.3   Elect Director Millard S. Drexler       For       For          Management
1.4   Elect Director Al Gore                  For       For          Management
1.5   Elect Director Robert A. Iger           For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur D. Levinson       For       For          Management
1.8   Elect Director Ronald D. Sugar          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Conflict of Interest Report     Against   Against      Shareholder
5     Advisory Vote to Ratify Directors'      Against   Against      Shareholder
      Compensation
6     Report on Political Contributions       Against   Against      Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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AUTOMATIC DATA PROCESSING, INC.

Ticker:       ADP            Security ID:  053015103
Meeting Date: NOV 08, 2011   Meeting Type: Annual
Record Date:  SEP 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory D. Brenneman     For       For          Management
1.2   Elect Director Leslie A. Brun           For       For          Management
1.3   Elect Director Gary C. Butler           For       For          Management
1.4   Elect Director Richard T. Clark         For       For          Management
1.5   Elect Director Eric C. Fast             For       For          Management
1.6   Elect Director Linda R. Gooden          For       For          Management
1.7   Elect Director R. Glenn Hubbard         For       For          Management
1.8   Elect Director John P. Jones            For       For          Management
1.9   Elect Director Enrique T. Salem         For       For          Management
1.10  Elect Director Gregory L. Summe         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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BED BATH & BEYOND INC.

Ticker:       BBBY           Security ID:  075896100
Meeting Date: JUN 22, 2012   Meeting Type: Annual
Record Date:  MAY 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Warren Eisenberg         For       For          Management
2     Elect Director Leonard Feinstein        For       For          Management
3     Elect Director Steven H. Temares        For       For          Management
4     Elect Director Dean S. Adler            For       For          Management
5     Elect Director Stanley F. Barshay       For       For          Management
6     Elect Director Klaus Eppler             For       For          Management
7     Elect Director Patrick R. Gaston        For       For          Management
8     Elect Director Jordan Heller            For       For          Management
9     Elect Director Victoria A. Morrison     For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Approve Omnibus Stock Plan              For       For          Management


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CBRE GROUP, INC.

Ticker:       CBG            Security ID:  12504L109
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Blum          For       For          Management
1.2   Elect Director Curtis F. Feeny          For       For          Management
1.3   Elect Director Bradford M. Freeman      For       For          Management
1.4   Elect Director Michael Kantor           For       For          Management
1.5   Elect Director Frederic V. Malek        For       For          Management
1.6   Elect Director Jane J. Su               For       For          Management
1.7   Elect Director Laura D. Tyson           For       For          Management
1.8   Elect Director Brett White              For       For          Management
1.9   Elect Director Gary L. Wilson           For       For          Management
1.10  Elect Director Ray Wirta                For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Linnet F. Deily          For       For          Management
2     Elect Director Robert E. Denham         For       For          Management
3     Elect Director Chuck Hagel              For       For          Management
4     Elect Director Enrique Hernandez, Jr.   For       For          Management
5     Elect Director George L. Kirkland       For       For          Management
6     Elect Director Charles W. Moorman, IV   For       For          Management
7     Elect Director Kevin W. Sharer          For       For          Management
8     Elect Director John G. Stumpf           For       For          Management
9     Elect Director Ronald D. Sugar          For       For          Management
10    Elect Director Carl Ware                For       For          Management
11    Elect Director John S. Watson           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Remove Exclusive Venue Provision        Against   Against      Shareholder
15    Require Independent Board Chairman      Against   Against      Shareholder
16    Report on Lobbying Payments and Policy  Against   Against      Shareholder
17    Adopt Guidelines for Country Selection  Against   Against      Shareholder
18    Report on Hydraulic Fracturing Risks    Against   Against      Shareholder
      to Company
19    Report on Accident Risk Reduction       Against   Against      Shareholder
      Efforts
20    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
21    Request Director Nominee with           Against   Against      Shareholder
      Environmental Qualifications


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: DEC 07, 2011   Meeting Type: Annual
Record Date:  OCT 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carol A. Bartz           For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Michael D. Capellas      For       For          Management
4     Elect Director Larry R. Carter          For       For          Management
5     Elect Director John T. Chambers         For       For          Management
6     Elect Director Brian L. Halla           For       For          Management
7     Elect Director John L. Hennessy         For       For          Management
8     Elect Director Richard M. Kovacevich    For       For          Management
9     Elect Director Roderick C. McGeary      For       For          Management
10    Elect Director Arun Sarin               For       For          Management
11    Elect Director Steven M. West           For       For          Management
12    Elect Director Jerry Yang               For       For          Management
13    Amend Omnibus Stock Plan                For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Ratify Auditors                         For       For          Management
17    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability
18    Report on Internet Fragmentation        Against   Against      Shareholder
19    Stock Retention/Holding Period          Against   Against      Shareholder


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CME GROUP INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis H. Chookaszian    For       For          Management
1.2   Elect Director Larry G. Gerdes          For       For          Management
1.3   Elect Director Daniel R. Glickman       For       For          Management
1.4   Elect Director James E. Oliff           For       For          Management
1.5   Elect Director Edemir Pinto             For       For          Management
1.6   Elect Director Alex J. Pollock          For       For          Management
1.7   Elect Director William R. Shepard       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
7     Proxy Access                            Against   Against      Shareholder


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COVIDIEN PUBLIC LIMITED COMPANY

Ticker:       COV            Security ID:  G2554F113
Meeting Date: MAR 13, 2012   Meeting Type: Annual
Record Date:  JAN 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jose E. Almeida          For       For          Management
2     Elect Director Craig Arnold             For       For          Management
3     Elect Director Robert H. Brust          For       For          Management
4     Elect Director John M. Connors, Jr      For       For          Management
5     Elect Director Christopher J. Coughlin  For       For          Management
6     Elect Director Timothy M. Donahue       For       For          Management
7     Elect Director  Randall J. Hogan, III   For       For          Management
8     Elect Director Martin D. Madaus         For       For          Management
9     Elect Director  Dennis H. Reilley       For       For          Management
10    Elect Director Joseph A. Zaccagnino     For       For          Management
11    Approve Auditors and Authorize Board    For       For          Management
      to Fix Their  Remuneration
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Authorize Open-Market Purchases of      For       For          Management
      Ordinary Shares
14    Authorize the Price Range at which the  For       For          Management
      Company can Reissue Shares that it
      holds as Treasury Shares
15    Amend Articles of Association to        For       For          Management
      Provide for Escheatment under U.S. Law
16    Amend Articles of Association to Allow  For       For          Management
      Board to Declare Non-Cash Dividends


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DENTSPLY INTERNATIONAL INC.

Ticker:       XRAY           Security ID:  249030107
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Willie A. Deese          For       For          Management
1.2   Elect Director Leslie A. Jones          For       For          Management
1.3   Elect Director Bret W. Wise             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       Against   For          Shareholder


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DICK'S SPORTING GOODS, INC.

Ticker:       DKS            Security ID:  253393102
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Colombo       For       For          Management
1.2   Elect Director Larry D. Stone           For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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DIRECTV

Ticker:       DTV            Security ID:  25490A101
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ralph Boyd, Jr.          For       For          Management
2     Elect Director David Dillon             For       For          Management
3     Elect Director Samuel DiPiazza, Jr.     For       For          Management
4     Elect Director Dixon Doll               For       For          Management
5     Elect Director Peter Lund               For       For          Management
6     Elect Director Nancy Newcomb            For       For          Management
7     Elect Director Lorrie Norrington        For       For          Management
8     Ratify Auditors                         For       For          Management
9     Eliminate Class of Common Stock         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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DOVER CORPORATION

Ticker:       DOV            Security ID:  260003108
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David H. Benson          For       For          Management
2     Elect Director Robert W. Cremin         For       For          Management
3     Elect Director Jean-Pierre M. Ergas     For       For          Management
4     Elect Director Peter T. Francis         For       For          Management
5     Elect Director Kristiane C. Graham      For       For          Management
6     Elect Director Robert A. Livingston     For       For          Management
7     Elect Director Richard K. Lochridge     For       For          Management
8     Elect Director Bernard G. Rethore       For       For          Management
9     Elect Director Michael B. Stubbs        For       For          Management
10    Elect Director Stephen M. Todd          For       For          Management
11    Elect Director Stephen K. Wagner        For       For          Management
12    Elect Director Mary A. Winston          For       For          Management
13    Approve Omnibus Stock Plan              For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Marc L. Andreessen       For       For          Management
2     Elect Director William C. Ford, Jr.     For       For          Management
3     Elect Director Dawn G. Lepore           For       For          Management
4     Elect Director Kathleen C. Mitic        For       For          Management
5     Elect Director Pierre M. Omidyar        For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Amend Omnibus Stock Plan                For       For          Management
8     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
9     Declassify the Board of Directors       For       For          Management
10    Provide Right to Call Special Meeting   For       For          Management
11    Ratify Auditors                         For       For          Management


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EXPRESS SCRIPTS HOLDING COMPANY

Ticker:       ESRX           Security ID:  30219G108
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary G. Benanav          For       For          Management
2     Elect Director Maura C. Breen           For       For          Management
3     Elect Director William J. Delaney       For       For          Management
4     Elect Director Nicholas J. Lahowchic    For       For          Management
5     Elect Director Thomas P. Mac Mahon      For       For          Management
6     Elect Director Frank Mergenthaler       For       For          Management
7     Elect Director Woodrow A. Myers, Jr.    For       For          Management
8     Elect Director John O. Parker, Jr.      For       For          Management
9     Election Of Director: George Paz        For       For          Management
10    Election Of Director: Myrtle S. Potter  For       For          Management
11    Elect Director William L. Roper         For       For          Management
12    Elect Director Samuel K. Skinner        For       For          Management
13    Elect Director Seymour Sternberg        For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Report on Political Contributions       Against   Against      Shareholder
17    Provide Right to Act by Written Consent Against   Against      Shareholder


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EXPRESS SCRIPTS, INC.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: DEC 21, 2011   Meeting Type: Special
Record Date:  NOV 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management


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EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director P. Brabeck-Letmathe      For       For          Management
1.3   Elect Director L.R. Faulkner            For       For          Management
1.4   Elect Director J.S. Fishman             For       For          Management
1.5   Elect Director H.H. Fore                For       For          Management
1.6   Elect Director K.C. Frazier             For       For          Management
1.7   Elect Director W.W. George              For       For          Management
1.8   Elect Director S.J. Palmisano           For       For          Management
1.9   Elect Director S.S. Reinemund           For       For          Management
1.10  Elect Director R.W. Tillerson           For       For          Management
1.11  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Report on Political Contributions       Against   Against      Shareholder
7     Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
8     Report on Hydraulic Fracturing Risks    Against   Against      Shareholder
      to Company
9     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations


--------------------------------------------------------------------------------

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Cogan            For       For          Management
1.2   Elect Director Etienne F. Davignon      For       For          Management
1.3   Elect Director James M. Denny           For       For          Management
1.4   Elect Director Carla A. Hills           For       For          Management
1.5   Elect Director Kevin E. Lofton          For       For          Management
1.6   Elect Director John W. Madigan          For       For          Management
1.7   Elect Director John C. Martin           For       For          Management
1.8   Elect Director Gordon E. Moore          For       For          Management
1.9   Elect Director Nicholas G. Moore        For       For          Management
1.10  Elect Director Richard J. Whitley       For       For          Management
1.11  Elect Director Gayle E. Wilson          For       For          Management
1.12  Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   Against      Shareholder
5     Submit Shareholder Rights Plan (Poison  Against   Against      Shareholder
      Pill) to Shareholder Vote


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INTUIT INC.

Ticker:       INTU           Security ID:  461202103
Meeting Date: JAN 19, 2012   Meeting Type: Annual
Record Date:  NOV 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Christopher W. Brody     For       For          Management
2     Elect Director William V. Campbell      For       For          Management
3     Elect Director Scott D. Cook            For       For          Management
4     Elect Director Diane B. Greene          For       For          Management
5     Elect Director Edward A. Kangas         For       For          Management
6     Elect Director Suzanne Nora Johnson     For       For          Management
7     Elect Director Dennis D. Powell         For       For          Management
8     Elect Director Brad D. Smith            For       For          Management
9     Ratify Auditors                         For       For          Management
10    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Sue Coleman         For       For          Management
2     Elect Director James G. Cullen          For       For          Management
3     Elect Director Ian E.l. Davis           For       For          Management
4     Elect Director Alex Gorsky              For       For          Management
5     Elect Director Michael M.e. Johns       For       For          Management
6     Elect Director Susan L. Lindquist       For       For          Management
7     Elect Director Anne M. Mulcahy          For       For          Management
8     Elect Director Leo F. Mullin            For       For          Management
9     Elect Director William D. Perez         For       For          Management
10    Elect Director Charles Prince           For       For          Management
11    Elect Director David Satcher            For       For          Management
12    Elect Director William C. Weldon        For       For          Management
13    Elect Director Ronald A. Williams       For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Approve Omnibus Stock Plan              For       For          Management
16    Ratify Auditors                         For       For          Management
17    Require Independent Board Chairman      Against   Against      Shareholder
18    Require Shareholder Vote to Approve     Against   Against      Shareholder
      Political Contributions
19    Adopt Animal-Free Training Methods      Against   Against      Shareholder


--------------------------------------------------------------------------------

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James A. Bell            For       For          Management
2     Elect Director Crandall C. Bowles       For       For          Management
3     Elect Director Stephen B. Burke         For       For          Management
4     Elect Director David M. Cote            For       For          Management
5     Elect Director James S. Crown           For       For          Management
6     Elect Director James Dimon              For       For          Management
7     Elect Director Timothy P. Flynn         For       For          Management
8     Elect Director Ellen V. Futter          For       For          Management
9     Elect Director Laban P. Jackson, Jr.    For       For          Management
10    Elect Director Lee R. Raymond           For       For          Management
11    Elect Director William C. Weldon        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Affirm Political Non-Partisanship       Against   Against      Shareholder
15    Require Independent Board Chairman      Against   Against      Shareholder
16    Report on Loan Modifications            Against   Against      Shareholder
17    Report on Political Contributions       Against   Against      Shareholder
18    Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
19    Provide Right to Act by Written Consent Against   Against      Shareholder
20    Stock Retention                         Against   Against      Shareholder


--------------------------------------------------------------------------------

LAS VEGAS SANDS CORP.

Ticker:       LVS            Security ID:  517834107
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jason N. Ader            For       For          Management
1.2   Elect Director Michael A. Leven         For       For          Management
1.3   Elect Director Jeffrey H. Schwartz      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

LIBERTY GLOBAL, INC.

Ticker:       LBTYA          Security ID:  530555309
Meeting Date: JUN 19, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John P. Cole, Jr.        For       For          Management
1.2   Elect Director Richard R. Green         For       For          Management
1.3   Elect Director David E. Rapley          For       For          Management
2     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

LINCARE HOLDINGS INC.

Ticker:       LNCR           Security ID:  532791100
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John P. Byrnes           For       For          Management
1.2   Elect Director Stuart H. Altman         For       For          Management
1.3   Elect Director Chester B. Black         For       For          Management
1.4   Elect Director Angela P. Bryant         For       For          Management
1.5   Elect Director Frank D. Byrne           For       For          Management
1.6   Elect Director William F. Miller, III   For       For          Management
1.7   Elect Director Ellen M. Zane            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: JUN 01, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raul Alvarez             For       For          Management
1.2   Elect Director David W. Bernauer        For       For          Management
1.3   Elect Director Leonard L. Berry         For       For          Management
1.4   Elect Director Peter C. Browning        For       For          Management
1.5   Elect Director Richard W. Dreiling      For       For          Management
1.6   Elect Director Dawn E. Hudson           For       For          Management
1.7   Elect Director  Robert L. Johnson       For       For          Management
1.8   Elect Director Marshall O. Larsen       For       For          Management
1.9   Elect Director Richard K. Lochridge     For       For          Management
1.10  Elect Director Robert A. Niblock        For       For          Management
1.11  Elect Director Eric C. Wiseman          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Report on Political Contributions       Against   Against      Shareholder
6     Submit Severance Agreement              Against   Against      Shareholder
      (Change-in-Control) to Shareholder Vote
7     Stock Retention/Holding Period          Against   Against      Shareholder


--------------------------------------------------------------------------------

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 15, 2011   Meeting Type: Annual
Record Date:  SEP 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director Dina Dublon              For       For          Management
3     Elect Director William H. Gates, III    For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Reed Hastings            For       For          Management
6     Elect Director Maria M. Klawe           For       For          Management
7     Elect Director David F. Marquardt       For       For          Management
8     Elect Director Charles H. Noski         For       For          Management
9     Elect Director Helmut Panke             For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
12    Ratify Auditors                         For       For          Management
13    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability


--------------------------------------------------------------------------------

MONSANTO COMPANY

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 24, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Directors Janice L. Fields        For       For          Management
2     Elect Directors Hugh Grant              For       For          Management
3     Elect Directors C. Steven McMillan      For       For          Management
4     Elect Directors Robert J. Stevens       For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Amend Omnibus Stock Plan                For       For          Management
8     Report on Risk of Genetically           Against   Against      Shareholder
      Engineered Products


--------------------------------------------------------------------------------

NIELSEN HOLDINGS N.V.

Ticker:       NLSN           Security ID:  N63218106
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Adopt Financial Statements and          For       For          Management
      Statutory Reports
2     Approve Discharge of Board of Directors For       Abstain      Management
3     Elect David L. Cahoun as Director       For       For          Management
4     Elect James A. Attwood as Director      For       For          Management
5     Elect Richard J. Bressler as Director   For       For          Management
6     Elect Simon E. Brown as Director        For       For          Management
7     Elect Michael S. Chae as Director       For       For          Management
8     Elect Patrick Healy as Director         For       For          Management
9     Elect Karen M. Hoguet as Director       For       For          Management
10    Elect James M. Kilts as Director        For       For          Management
11    Elect Iain Leigh as Director            For       For          Management
12    Elect Eliot P.S. Merrill as Director    For       For          Management
13    Elect Alexander Navab as Director       For       For          Management
14    Elect Robert Pozen as Director          For       For          Management
15    Elect Robert Reid as Director           For       For          Management
16    Elect Scott A. Schoen as Director       For       For          Management
17    Elect Javier G. Teruel as Director      For       For          Management
18    Ratify Ernst and Young Accountants LLP  For       For          Management
      as Independent Registered Public
      Auditor
19    Appoint Ernst and Young Accountants     For       For          Management
      LLP to Audit the Dutch Statutory
      Annual Accounts
20    Grant Board Authority to Issue Shares   For       Abstain      Management
      and Restricting/Excluding Preemptive
      Rights
21    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
22    Advisory Vote to Approve Remuneration   For       For          Management
      of Executives


--------------------------------------------------------------------------------

O'REILLY AUTOMOTIVE, INC.

Ticker:       ORLY           Security ID:  67103H107
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charles H. O'Reilly, Jr. For       For          Management
2     Elect Director John Murphy              For       For          Management
3     Elect Director Ronald Rashkow           For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Approve Omnibus Stock Plan              For       For          Management
6     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

PAYCHEX, INC.

Ticker:       PAYX           Security ID:  704326107
Meeting Date: OCT 11, 2011   Meeting Type: Annual
Record Date:  AUG 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director B. Thomas Golisano       For       For          Management
2     Elect Director Joseph G. Doody          For       For          Management
3     Elect Director David J. S. Flaschen     For       For          Management
4     Elect Director Phillip Horsley          For       For          Management
5     Elect Director Grant M. Inman           For       For          Management
6     Elect Director Pamela A. Joseph         For       For          Management
7     Elect Director Martin Mucci             For       For          Management
8     Elect Director Joseph M. Tucci          For       For          Management
9     Elect Director Joseph M. Velli          For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
12    Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Shona L. Brown           For       For          Management
2     Elect Director Ian M. Cook              For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director Victor J. Dzau           For       For          Management
5     Elect Director Ray L. Hunt              For       For          Management
6     Elect Director Alberto Ibarguen         For       For          Management
7     Elect Director Indra K. Nooyi           For       For          Management
8     Elect Director Sharon Percy Rockefeller For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Lloyd G. Trotter         For       For          Management
11    Elect Director Daniel Vasella           For       For          Management
12    Elect Director Alberto Weisser          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Amend Omnibus Stock Plan                For       For          Management
16    Report on Lobbying Payments and Policy  Against   Against      Shareholder
17    Establish Risk Oversight Committee      Against   Against      Shareholder
18    Require Independent Board Chairman      Against   Against      Shareholder


--------------------------------------------------------------------------------

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen F. Angel         For       For          Management
1.2   Elect Director Oscar Bernardes          For       For          Management
1.3   Elect Director Bret K. Clayton          For       For          Management
1.4   Elect Director Nance K. Dicciani        For       For          Management
1.5   Elect Director Edward G. Galante        For       For          Management
1.6   Elect Director Claire W. Gargalli       For       For          Management
1.7   Elect Director Ira D. Hall              For       For          Management
1.8   Elect Director Raymond W. LeBoeuf       For       For          Management
1.9   Elect Director Larry D. McVay           For       For          Management
1.10  Elect Director Wayne T. Smith           For       For          Management
1.11  Elect Director Robert L. Wood           For       For          Management
2     Provide Right to Call Special Meeting   For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
5     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 06, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barbara T. Alexander     For       For          Management
1.2   Elect Director Stephen M. Bennett       For       For          Management
1.3   Elect Director Donald G. Cruickshank    For       For          Management
1.4   Elect Director Raymond V. Dittamore     For       For          Management
1.5   Elect Director Thomas W. Horton         For       For          Management
1.6   Elect Director Paul E. Jacobs           For       For          Management
1.7   Elect Director Robert E. Kahn           For       For          Management
1.8   Elect Director Sherry Lansing           For       For          Management
1.9   Elect Director Duane A. Nelles          For       For          Management
1.10  Elect Director Francisco Ros            For       For          Management
1.11  Elect Director Brent Scowcroft          For       For          Management
1.12  Elect Director Marc I. Stern            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Eliminate Provision Relating to         For       For          Management
      Plurality Voting for the Election of
      Directors


--------------------------------------------------------------------------------

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  FEB 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter L.S. Currie        For       For          Management
1.2   Elect Director Tony Isaac               For       For          Management
1.3   Elect Director K. Vaman Kamath          For       For          Management
1.4   Elect Director Paal Kibsgaard           For       For          Management
1.5   Elect Director Nikolay Kudryavtsev      For       For          Management
1.6   Elect Director Adrian Lajous            For       For          Management
1.7   Elect Director Michael E. Marks         For       For          Management
1.8   Elect Director Elizabeth Moler          For       For          Management
1.9   Elect Director Lubna S. Olayan          For       For          Management
1.10  Elect Director Leo Rafael Reif          For       For          Management
1.11  Elect Director Tore I. Sandvold         For       For          Management
1.12  Elect Director Henri Seydoux            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Adopt and Approve Financials and        For       For          Management
      Dividends
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan


--------------------------------------------------------------------------------

SIRIUS XM RADIO INC.

Ticker:       SIRI           Security ID:  82967N108
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joan L. Amble            For       For          Management
1.2   Elect Director Leon D. Black            For       For          Management
1.3   Elect Director Lawrence F. Gilberti     For       For          Management
1.4   Elect Director Eddy W. Hartenstein      For       For          Management
1.5   Elect Director James P. Holden          For       For          Management
1.6   Elect Director Mel Karmazin             For       For          Management
1.7   Elect Director James F. Mooney          For       For          Management
1.8   Elect Director Jack Shaw                For       For          Management
2     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

STATE STREET CORPORATION

Ticker:       STT            Security ID:  857477103
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kennett F. Burnes        For       For          Management
2     Elect Director Peter Coym               For       For          Management
3     Elect Director Patrick De Saint-Aignan  For       For          Management
4     Elect Director Amellia C. Fawcett       For       For          Management
5     Elect Director David P. Gruber          For       For          Management
6     Elect Director Linda A. Hill            For       For          Management
7     Elect Director Joseph L. Hooley         For       For          Management
8     Elect Director Robert S. Kaplan         For       For          Management
9     Elect Director Richard P. Sergel        For       For          Management
10    Elect Director Ronald L. Skates         For       For          Management
11    Elect Director Gregory L. Summe         For       For          Management
12    Elect Director Robert E. Weissman       For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Amend Omnibus Stock Plan                For       For          Management
15    Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

STERICYCLE, INC.

Ticker:       SRCL           Security ID:  858912108
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mark C. Miller           For       For          Management
2     Elect Director Jack W. Schuler          For       For          Management
3     Elect Director Thomas D. Brown          For       For          Management
4     Elect Director Rod F. Dammeyer          For       For          Management
5     Elect Director William K. Hall          For       For          Management
6     Elect Director Jonathan T. Lord         For       For          Management
7     Elect Director John Patience            For       For          Management
8     Elect Director James W.p. Reid-Anderson For       For          Management
9     Elect Director Ronald G. Spaeth         For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Stock Retention/Holding Period          Against   Against      Shareholder


--------------------------------------------------------------------------------

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Gary D. Cohn             For       For          Management
4     Elect Director Claes Dahlback           For       For          Management
5     Elect Director Stephen Friedman         For       For          Management
6     Elect Director William W. George        For       For          Management
7     Elect Director James A. Johnson         For       For          Management
8     Elect Director Lakshmi N. Mittal        For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Debora L. Spar           For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Provide for Cumulative Voting           Against   Against      Shareholder
14    Stock Retention/Holding Period          Against   Against      Shareholder
15    Report on Lobbying Payments and Policy  Against   Against      Shareholder


--------------------------------------------------------------------------------

THE WESTERN UNION COMPANY

Ticker:       WU             Security ID:  959802109
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard A. Goodman       For       For          Management
2     Elect Director Roberto G. Mendoza       For       For          Management
3     Elect Director Michael A. Miles, Jr.    For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Amend Omnibus Stock Plan                For       For          Management
8     Adopt Proxy Access Right                Against   Against      Shareholder
9     Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote


--------------------------------------------------------------------------------

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director Michael J. Burns         For       For          Management
3     Elect Director D. Scott Davis           For       For          Management
4     Elect Director Stuart E. Eizenstat      For       For          Management
5     Elect Director Michael L. Eskew         For       For          Management
6     Elect Director William R. Johnson       For       For          Management
7     Elect Director Candace Kendle           For       For          Management
8     Elect Director Ann M. Livermore         For       For          Management
9     Elect Director Rudy H.P. Markham        For       For          Management
10    Elect Director Clark T. Randt, Jr.      For       For          Management
11    Elect Director John W. Thompson         For       For          Management
12    Elect Director Carol B. Tome            For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
16    Report on Lobbying Contributions and    Against   Against      Shareholder
      Expenses


--------------------------------------------------------------------------------

VERIFONE SYSTEMS, INC.

Ticker:       PAY            Security ID:  92342Y109
Meeting Date: JUN 27, 2012   Meeting Type: Annual
Record Date:  MAY 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert W. Alspaugh       For       For          Management
1.2   Elect Director Douglas G. Bergeron      For       For          Management
1.3   Elect Director Dr. Leslie G. Denend     For       For          Management
1.4   Elect Director Alex W. Hart             For       For          Management
1.5   Elect Director Robert B. Henske         For       For          Management
1.6   Elect Director Richard A. McGinn        For       For          Management
1.7   Elect Director Eitan Raff               For       For          Management
1.8   Elect Director Jeffrey E. Stiefler      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 31, 2012   Meeting Type: Annual
Record Date:  DEC 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary P. Coughlan         For       For          Management
2     Elect Director Mary B. Cranston         For       For          Management
3     Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
4     Elect Director Robert W. Matschullat    For       For          Management
5     Elect Director Cathy E. Minehan         For       For          Management
6     Elect Director Suzanne Nora Johnson     For       For          Management
7     Elect Director David J. Pang            For       For          Management
8     Elect Director Joseph W. Saunders       For       For          Management
9     Elect Director William S. Shanahan      For       For          Management
10    Elect Director John A. Swainson         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Amend Omnibus Stock Plan                For       For          Management
13    Ratify Auditors                         For       For          Management



                               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):  Elfun Trusts
               -----------------------------------------------------------------

By (Signature and Title):  /S/ Arthur A. Jensen
                           -----------------------------------------------------
                           Arthur A. Jensen,
                           TREASURER, ELFUN FUNDS

Date:  August 24, 2012
       -------------------------------------------------------------------------