UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES

                   Investment Company Act file number 811-4775

                               MFS SERIES TRUST II
               (Exact name of registrant as specified in charter)

                500 Boylston Street, Boston, Massachusetts 02116
               (Address of principal executive offices) (Zip code)

                                 Susan S. Newton
                    Massachusetts Financial Services Company
                               500 Boylston Street
                           Boston, Massachusetts 02116
                    (Name and address of agents for service)

       Registrant's telephone number, including area code: (617) 954-5000

                      Date of fiscal year end: November 30

             Date of reporting period: July 1, 2008 - June 30, 2009


ITEM 1. PROXY VOTING RECORD.


******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-04775
Reporting Period: 07/01/2008 - 06/30/2009
MFS Series Trust II









=============================== MFS GROWTH FUND ================================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 24, 2009   Meeting Type: Annual
Record Date:  FEB 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R.J. Alpern              For       For          Management
1.2   Elect Director R.S. Austin              For       For          Management
1.3   Elect Director W.M. Daley               For       For          Management
1.4   Elect Director W.J. Farrell             For       For          Management
1.5   Elect Director H.L. Fuller              For       For          Management
1.6   Elect Director W.A. Osborn              For       For          Management
1.7   Elect Director D.A.L. Owen              For       For          Management
1.8   Elect Director W.A. Reynolds            For       For          Management
1.9   Elect Director R.S. Roberts             For       For          Management
1.10  Elect Director S.C. Scott, III          For       For          Management
1.11  Elect Director W.D. Smithburg           For       For          Management
1.12  Elect Director G.F. Tilton              For       For          Management
1.13  Elect Director M.D. White               For       For          Management
2     Approve Omnibus Stock Plan              For       Against      Management
3     Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management
5     Report on Animal Testing                Against   Against      Shareholder
6     Adopt Principles for Health Care Reform Against   Against      Shareholder
7     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

ABERCROMBIE & FITCH CO.

Ticker:       ANF            Security ID:  002896207
Meeting Date: JUN 10, 2009   Meeting Type: Annual
Record Date:  APR 15, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James B. Bachmann        For       Withhold     Management
1.2   Elect Director Michael S. Jeffries      For       For          Management
1.3   Elect Director John W. Kessler          For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Death Benefits/Golden Coffins           Against   Against      Shareholder


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

ACE LTD.

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Election Of Director: Michael G. Atieh  For       Did Not Vote Management
2     Election Of Director: Mary A. Cirillo   For       Did Not Vote Management
3     Election Of Director: Bruce L. Crockett For       Did Not Vote Management
4     Election Of Director: Thomas J. Neff    For       Did Not Vote Management
5     Approval Of The Annual Report           For       Did Not Vote Management
6     Approval Of The Statutory Financial     For       Did Not Vote Management
      Statements Of Ace Limited
7     Approval Of The Consolidated Financial  For       Did Not Vote Management
      Statements
8     Allocation Of Disposable Profit         For       Did Not Vote Management
9     Discharge Of The Board Of Directors     For       Did Not Vote Management
10    Amendment Of Articles Of Association    For       Did Not Vote Management
      Relating To Special Auditor
11    Election Of Pricewaterhousecoopers Ag   For       Did Not Vote Management
      (zurich) As Our Statutoryauditor Until
      Our Next Annual Ordinary General
      Meeting
12    Ratification Of Appointment Of          For       Did Not Vote Management
      Independent Registered Publicaccounting
      Firm Pricewaterhousecoopers Llp
13    Election Of Bdo Visura (zurich) As      For       Did Not Vote Management
      Special Auditing Firm Until our Next
      Annual Ordinary General Meeting
14    Approval Of The Payment Of A Dividend   For       Did Not Vote Management
      In The Form Of Adistribution Through A
      Reduction Of The Par Value Of Our
      Shares


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

ACTIVISION BLIZZARD, INC.

Ticker:       ATVI           Security ID:  00507V109
Meeting Date: SEP 24, 2008   Meeting Type: Annual
Record Date:  JUL 28, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Philippe G. H. Capron    For       Withhold     Management
1.2   Elect Director Robert J. Corti          For       For          Management
1.3   Elect Director Frederic R. Crepin       For       Withhold     Management
1.4   Elect Director Bruce L. Hack            For       Withhold     Management
1.5   Elect Director Brian G. Kelly           For       Withhold     Management
1.6   Elect Director Robert A. Kotick         For       Withhold     Management
1.7   Elect Director Jean-Bernard Levy        For       Withhold     Management
1.8   Elect Director Robert J. Morgado        For       For          Management
1.9   Elect Director Douglas P. Morris        For       Withhold     Management
1.10  Elect Director Rene P. Penisson         For       Withhold     Management
1.11  Elect Director Richard Sarnoff          For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Adopt Policy and Report on Board        Against   Against      Shareholder
      Diversity
4     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

ACTIVISION, INC.

Ticker:       ATVI           Security ID:  004930202
Meeting Date: JUL 8, 2008    Meeting Type: Special
Record Date:  JUN 5, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Change Company Name                     For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Eliminate Class of Preferred Stock      For       For          Management
5     Amend Quorum Requirements               For       For          Management
6     Adopt Supermajority Vote Requirement    For       For          Management
      for Amendments
7     Prohibit Board to Amend Bylaws Without  For       For          Management
      Shareholder Consent
8     Permit Directors Designated by Vivendi  For       For          Management
      Certain Voting Powers
9     Amend Certificate of Incorporation to   For       For          Management
      Limit Certain Business Activities
10    Amend Certificate of Incorporation to   For       For          Management
      Establish Procedures Allocating Certain
      Corporate Opportunities
11    Amend Certificate of Incorporation to   For       For          Management
      Require Vivendi or Activision Blizzard
      to Acquire all Outstanding Shares
12    Amend Certificate of Incorporation to   For       For          Management
      Approve a Affiliate Transactions
      Provision
13    Amend Certificate of Incorporation to   For       For          Management
      Restrict Business Combination Provision
14    Prohibit Board to Amend Bylaws Without  For       For          Management
      Shareholder Consent
15    Adjourn Meeting                         For       For          Management


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

AGNICO-EAGLE MINES LIMITED

Ticker:       AEM            Security ID:  008474108
Meeting Date: APR 30, 2009   Meeting Type: Annual/Special
Record Date:  MAR 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leanne M. Baker          For       For          Management
1.2   Elect Director Douglas R. Beaumont      For       For          Management
1.3   Elect Director Sean Boyd                For       For          Management
1.4   Elect Director Clifford Davis           For       For          Management
1.5   Elect Director David Garofalo           For       For          Management
1.6   Elect Director Bernard Kraft            For       For          Management
1.7   Elect Director Mel Leiderman            For       For          Management
1.8   Elect Director James D. Nasso           For       For          Management
1.9   Elect Director J. Merfyn Roberts        For       For          Management
1.10  Elect Director Eberhard Scherkus        For       For          Management
1.11  Elect Director Howard R. Stockford      For       For          Management
1.12  Elect Director Pertti Voutilainen       For       For          Management
2     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration
3     Amend Employee Stock Purchase Plan      For       For          Management
4     Amend Stock Option Plan                 For       For          Management
5     Amend Bylaws                            For       For          Management


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

AKAMAI TECHNOLOGIES, INC.

Ticker:       AKAM           Security ID:  00971T101
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George H. Conrades       For       For          Management
1.2   Elect Director Martin M. Coyne II       For       For          Management
1.3   Elect Director Jill A. Greenthal        For       For          Management
1.4   Elect Director Geoffrey A. Moore        For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


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

ALLEGHENY ENERGY, INC.

Ticker:       AYE            Security ID:  017361106
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director H. Furlong Baldwin       For       For          Management
1.2   Elect Director Eleanor Baum             For       For          Management
1.3   Elect Director Paul J. Evanson          For       For          Management
1.4   Elect Director Cyrus F. Freidheim, Jr   For       For          Management
1.5   Elect Director Julia L. Johnson         For       For          Management
1.6   Elect Director Ted J. Kleisner          For       For          Management
1.7   Elect Director Christopher D. Pappas    For       For          Management
1.8   Elect Director Steven H. Rice           For       For          Management
1.9   Elect Director Gunner E. Sarsten        For       For          Management
1.10  Elect Director Michael H. Sutton        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

#     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 L. John Doerr            For       For          Management
5     Elect Director William B. Gordon        For       For          Management
6     Elect Director Alain Monie              For       For          Management
7     Elect Director Thomas O. Ryder          For       For          Management
8     Elect Director Patricia Q. Stonesifer   For       For          Management
9     Ratify Auditors                         For       For          Management


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

AMDOCS LIMITED

Ticker:       DOX            Security ID:  G02602103
Meeting Date: JAN 22, 2009   Meeting Type: Annual
Record Date:  NOV 24, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   ELECT  DIRECTOR BRUCE K. ANDERSON       For       For          Management
1.2   ELECT  DIRECTOR ADRIAN GARDNER          For       For          Management
1.3   ELECT  DIRECTOR CHARLES E. FOSTER       For       For          Management
1.4   ELECT  DIRECTOR JAMES S. KAHAN          For       For          Management
1.5   ELECT  DIRECTOR ZOHAR ZISAPEL           For       For          Management
1.6   ELECT  DIRECTOR DOV BAHARAV             For       For          Management
1.7   ELECT  DIRECTOR JULIAN A. BRODSKY       For       For          Management
1.8   ELECT  DIRECTOR ELI GELMAN              For       For          Management
1.9   ELECT  DIRECTOR NEHEMIA LEMELBAUM       For       For          Management
1.10  ELECT  DIRECTOR JOHN T. MCLENNAN        For       For          Management
1.11  ELECT  DIRECTOR ROBERT A. MINICUCCI     For       For          Management
1.12  ELECT  DIRECTOR SIMON OLSWANG           For       For          Management
2     APPROVAL OF SPECIAL RESOLUTION AMENDING For       For          Management
      AND RESTATING THE MEMORANDUM OF
      INCORPORATION AND ARTICLES OF
      INCORPORATION AS DESCRIBED IN THE
      ACCOMPANYING PROXY STATEMENT.
3     APPROVAL OF CONSOLIDATED FINANCIAL      For       For          Management
      STATEMENTS FOR FISCAL YEAR 2008.
4     RATIFICATION AND APPROVAL OF ERNST &    For       For          Management
      YOUNG LLP AND AUTHORIZATION OF AUDIT
      COMMITTEE OF BOARD TO FIX REMUNERATION.


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

AMERICA MOVIL, S.A.B. DE C.V.

Ticker:       AMX            Security ID:  02364W105
Meeting Date: APR 20, 2009   Meeting Type: Special
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Directors for Class L Shares      For       Against      Management
      (Bundled)
2     Designate Inspector or Shareholder      For       For          Management
      Representative(s) of Minutes of Meeting


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

AMERICAN TOWER CORP.

Ticker:       AMT            Security ID:  029912201
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raymond P. Dolan         For       For          Management
1.2   Elect Director Ronald M. Dykes          For       For          Management
1.3   Elect Director Carolyn F. Katz          For       For          Management
1.4   Elect Director Gustavo Lara Cantu       For       For          Management
1.5   Elect Director JoAnn A. Reed            For       For          Management
1.6   Elect Director Pamela D.A. Reeve        For       For          Management
1.7   Elect Director David E. Sharbutt        For       For          Management
1.8   Elect Director James D. Taiclet, Jr.    For       For          Management
1.9   Elect Director Samme L. Thompson        For       For          Management
2     Ratify Auditors                         For       For          Management


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

ANADARKO PETROLEUM CORP.

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Allison, Jr.   For       For          Management
1.2   Elect Director Peter J. Fluor           For       For          Management
1.3   Elect Director John W. Poduska, Sr.     For       Against      Management
1.4   Elect Director Paula Rosput Reynolds    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity


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

APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Frederick M. Bohen       For       For          Management
2     Elect Director George D. Lawrence       For       For          Management
3     Elect Director Rodman D. Patton         For       For          Management
4     Elect Director Charles J. Pitman        For       For          Management


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

APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 25, 2009   Meeting Type: Annual
Record Date:  DEC 29, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       For          Management
1.2   Elect Director Millard S. Drexler       For       For          Management
1.3   Elect Director Albert A. Gore, Jr.      For       For          Management
1.4   Elect Director Steven P. Jobs           For       For          Management
1.5   Elect Director Andrea Jung              For       For          Management
1.6   Elect Director A.D. Levinson            For       For          Management
1.7   Elect Director Eric E. Schmidt          For       For          Management
1.8   Elect Director Jerome B. York           For       For          Management
2     Report on Political Contributions       Against   Against      Shareholder
3     Adopt Principles for Health Care Reform Against   Against      Shareholder
4     Prepare Sustainability Report           Against   Against      Shareholder
5     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

ARM HOLDINGS PLC

Ticker:       ARM            Security ID:  GB0000595859
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend of 1.32 Pence    For       For          Management
      Per Share
3     Approve Remuneration Report             For       For          Management
4     Re-elect Mike Inglis as Director        For       For          Management
5     Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors of the Company
6     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
7     Authorise Issue of Equity or            For       For          Management
      Equity-Linked Securities with
      Pre-emptive Rights Under a General
      Authority up to Aggregate Nominal
      Amount of GBP 210,020 and an Additional
      Amount Pursuant to a Rights Issue of up
      to GBP 210,020
8     Subject to the Passing of Resolution 7, For       For          Management
      Authorise Issue of Equity or
      Equity-Linked Securities without
      Pre-emptive Rights up to Aggregate
      Nominal Amount of GBP 33,600
9     Authorise 126,012,000 Ordinary Shares   For       For          Management
      for Market Purchase
10    Approve That a General Meeting Other    For       For          Management
      Than an Annual General Meeting May Be
      Called on Not Less Than 14 Clear Days'
      Notice
11    Amend Articles of Association           For       For          Management


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

AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 24, 2009   Meeting Type: Annual
Record Date:  FEB 25, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Randall L. Stephenson    For       For          Management
1.2   Elect Director William F. Aldinger III  For       For          Management
1.3   Elect Director Gilbert F. Amelio        For       For          Management
1.4   Elect Director Reuben V. Anderson       For       For          Management
1.5   Elect Director James H. Blanchard       For       For          Management
1.6   Elect Director August A. Busch III      For       For          Management
1.7   Elect Director Jaime Chico Pardo        For       For          Management
1.8   Elect Director James P. Kelly           For       For          Management
1.9   Elect Director Jon C. Madonna           For       For          Management
1.10  Elect Director Lynn M. Martin           For       For          Management
1.11  Elect Director John B. McCoy            For       For          Management
1.12  Elect Director Mary S. Metz             For       For          Management
1.13  Elect Director Joyce M. Roche           For       For          Management
1.14  Elect Director Laura D Andrea Tyson     For       For          Management
1.15  Elect Director Patricia P. Upton        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Report on Political Contributions       Against   Against      Shareholder
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
6     Provide for Cumulative Voting           Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder
8     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
9     Exclude Pension Credits ftom Earnings   Against   Against      Shareholder
      Performance Measure


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

AUTODESK, INC.

Ticker:       ADSK           Security ID:  052769106
Meeting Date: JUN 11, 2009   Meeting Type: Annual
Record Date:  APR 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carl Bass                For       For          Management
1.2   Elect Director Crawford W. Beveridge    For       For          Management
1.3   Elect Director J. Hallam Dawson         For       For          Management
1.4   Elect Director Per-Kristian Halvorsen   For       For          Management
1.5   Elect Director Sean M. Maloney          For       For          Management
1.6   Elect Director Elizabeth A. Nelson      For       For          Management
1.7   Elect Director Charles J. Robel         For       For          Management
1.8   Elect Director Steven M. West           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Non-Employee Director Omnibus   For       Against      Management
      Stock Plan


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

BAIDU.COM INC.

Ticker:       BIDU           Security ID:  056752108
Meeting Date: DEC 16, 2008   Meeting Type: Special
Record Date:  NOV 13, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Share Repurchase Program      For       Against      Management
2     Amend Articles of Association Re: Issue For       Against      Management
      and Purchase of Shares
3     Change Company Name to Baidu, Inc.      For       For          Management
4     Adopt New Memorandum and Articles of    For       Against      Management
      Association
5     Amend 2000 Option Plan                  For       Against      Management
6     Approve 2008 Share Incentive Plan       For       For          Management


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

BANK OF AMERICA CORP.

Ticker:       BAC            Security ID:  060505104
Meeting Date: DEC 5, 2008    Meeting Type: Special
Record Date:  OCT 10, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Amend Omnibus Stock Plan                For       Against      Management
3     Increase Authorized Common Stock        For       For          Management
4     Adjourn Meeting                         For       For          Management


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

BAXTER INTERNATIONAL INC.

Ticker:       BAX            Security ID:  071813109
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Walter E. Boomer         For       For          Management
1.2   Elect Director James R. Gavin III       For       For          Management
1.3   Elect Director Peter S. Hellman         For       For          Management
1.4   Elect Director K. J. Storm              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Animal Testing                Against   Against      Shareholder


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

BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: FEB 3, 2009    Meeting Type: Annual
Record Date:  DEC 12, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Claire M. Fraser-Liggett For       For          Management
1.2   Elect Director Edward J. Ludwig         For       For          Management
1.3   Elect Director Willard J. Overlock, Jr. For       For          Management
1.4   Elect Director Bertram L. Scott         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Amend Bylaws -- Call Special Meetings   Against   For          Shareholder
7     Provide for Cumulative Voting           Against   Against      Shareholder


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

BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670207
Meeting Date: MAY 2, 2009    Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Warren E. Buffett        For       For          Management
1.2   Elect Director Charles T. Munger        For       For          Management
1.3   Elect Director Howard G. Buffett        For       For          Management
1.4   Elect Director Susan L. Decker          For       For          Management
1.5   Elect Director William H. Gates III     For       For          Management
1.6   Elect Director David S. Gottesman       For       For          Management
1.7   Elect Director Charlotte Guyman         For       For          Management
1.8   Elect Director Donald R. Keough         For       For          Management
1.9   Elect Director Thomas S. Murphy         For       For          Management
1.10  Elect Director Ronald L. Olson          For       For          Management
1.11  Elect Director Walter Scott, Jr.        For       For          Management
2     Prepare Sustainability Report           Against   Against      Shareholder


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

BIOGEN IDEC INC.

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 3, 2009    Meeting Type: Proxy Contest
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)
1.1   Elect Director Lawrence C. Best         For       Did Not Vote Management
1.2   Elect Director Alan B. Glassberg        For       Did Not Vote Management
1.3   Elect Director Robert W. Pangia         For       Did Not Vote Management
1.4   Elect Director William D. Young         For       Did Not Vote Management
2     Ratify Auditors                         For       Did Not Vote Management
3     Adopt Majority Voting for Uncontested   For       Did Not Vote Management
      Election of Directors
4     Fix Size of Board at 13 and Remove the  Against   Did Not Vote Shareholder
      Board's Ability to Change the Size of
      the Board
5     Reincorporate in Another State [North   Against   Did Not Vote Shareholder
      Dakota]

#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Gold Card)
1.1   Elect Director Alexander J. Denner      For       For          Shareholder
1.2   Elect Director Richard C. Mulligan      For       For          Shareholder
1.3   Elect Director Thomas F. Deuel          For       Withhold     Shareholder
1.4   Elect Director David Sidransky          For       Withhold     Shareholder
2     Fix Size of Board at 13 and Remove the  For       For          Shareholder
      Board's Ability to Change the Size of
      the Board
3     Reincorporate in Another State [North   For       Against      Shareholder
      Dakota]
4     Ratify Auditors                         For       For          Management
5     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors


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

BJ SERVICES COMPANY

Ticker:       BJS            Security ID:  055482103
Meeting Date: JAN 29, 2009   Meeting Type: Annual
Record Date:  DEC 8, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John R. Huff             For       For          Management
1.2   Elect Director Michael E. Patrick       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

BMF BOVESPA S.A. BOLSA VALORES MERC FUT

Ticker:                      Security ID:  BRBVMFACNOR3
Meeting Date: MAY 8, 2009    Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Article 1 to Unify Expressions    For       Did Not Vote Management
      "BM&F" and "Bovespa"
2     Amend Article 5 to Reflect the Increase For       Did Not Vote Management
      in Share Capital Due to the Exercise of
      Stock Options
3     Amend Article 16 to Exclude Reference   For       Did Not Vote Management
      to the "Bolsa de Valores de Sao Paulo"
4     Amend Articles 16 to Eliminate          For       Did Not Vote Management
      Provision Requiring Shareholders to
      Approve How the Company Will Vote on
      Shareholder Meetings of its
      Subsidiaries
5     Amend Article 22 to Change Director     For       Did Not Vote Management
      Independence Criteria
6     Amend Article 23 to Give the Governance For       Did Not Vote Management
      Committee the Responsibility of a
      Nominations Committee
7     Amend Article 26 to Allow CEO to Attend For       Did Not Vote Management
      or Not the Board Meetings
8     Amend Article 27 to Clarify that the    For       Did Not Vote Management
      Governance Committee Will Not be
      Involved in the Appointment of
      Substitutes to Fill Board Vacancies
9     Amend Article 29 to Correct Spelling    For       Did Not Vote Management
10    Amend Article 29 to Allow the Board to  For       Did Not Vote Management
      Create Working Groups to Address
      Specific Matters
11    Amend Articles 35 and 49 to Eliminate   For       Did Not Vote Management
      the Regulations and Norms Committee
12    Amend Article 39 re: Substitution of    For       Did Not Vote Management
      CEO
13    Amend Article 45 to Change the Name of  For       Did Not Vote Management
      the Governance Committee to Governance
      and Nominations Committee, and to
      Change the Remuneration and Nominations
      Committee to Remuneration Committee
14    Amend Articles 46, 47, 49, and 50 re:   For       Did Not Vote Management
      Composition of Audit, Remuneration, and
      Governance and Nominations Committees
15    Amend Article 81 Through 85 to Remove   For       Did Not Vote Management
      Temporary Provisions Related to the
      Integration of BM&F and Bovespa
16    Consolidate Articles                    For       Did Not Vote Management


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

BROADCOM CORP.

Ticker:       BRCM           Security ID:  111320107
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George L. Farinsky       For       For          Management
1.2   Elect Director Nancy H. Handel          For       For          Management
1.3   Elect Director Eddy W. Hartenstein      For       Withhold     Management
1.4   Elect Director John Major               For       Withhold     Management
1.5   Elect Director Scott A. McGregor        For       For          Management
1.6   Elect Director William T. Morrow        For       For          Management
1.7   Elect Director Robert E. Switz          For       For          Management
2     Ratify Auditors                         For       For          Management


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

C. R. BARD, INC.

Ticker:       BCR            Security ID:  067383109
Meeting Date: APR 15, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc C. Breslawsky       For       For          Management
1.2   Elect Director Herbert L. Henkel        For       For          Management
1.3   Elect Director Tommy G. Thompson        For       For          Management
1.4   Elect Director Timothy M. Ring          For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

CAPELLA EDUCATION COMPANY

Ticker:       CPLA           Security ID:  139594105
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Kevin Gilligan        For       For          Management
1.2   Elect Director Mark N. Greene           For       For          Management
1.3   Elect Director Jody G. Miller           For       For          Management
1.4   Elect Director James A. Mitchell        For       For          Management
1.5   Elect Director Stephen G. Shank         For       For          Management
1.6   Elect Director Andrew M. Slavitt        For       For          Management
1.7   Elect Director David W. Smith           For       For          Management
1.8   Elect Director Jeffrey W. Taylor        For       For          Management
1.9   Elect Director Sandra E. Taylor         For       For          Management
1.10  Elect Director Darrell R. Tukua         For       For          Management
2     Ratify Auditors                         For       For          Management


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

CELGENE CORP.

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 17, 2009   Meeting Type: Annual
Record Date:  APR 21, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sol J. Barer             For       For          Management
1.2   Elect Director Robert J. Hugin          For       For          Management
1.3   Elect Director Michael D. Casey         For       For          Management
1.4   Elect Director Rodman L. Drake          For       For          Management
1.5   Elect Director A. Hull Hayes, Jr.       For       For          Management
1.6   Elect Director Gilla Kaplan             For       For          Management
1.7   Elect Director James J. Loughlin        For       For          Management
1.8   Elect Director Ernest Mario             For       For          Management
1.9   Elect Director Walter L. Robb           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

CHARLES SCHWAB CORP., THE

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nancy H. Bechtle         For       For          Management
1.2   Elect Director Walter W. Bettinger II   For       For          Management
1.3   Elect Director C. Preston Butcher       For       For          Management
2     Report on Political Contributions       Against   Against      Shareholder
3     Adopt a Policy in which the Company     Against   Against      Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives
4     Amend Corporate Executive Bonus Plan    Against   Against      Shareholder


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. H. Armacost           For       For          Management
1.2   Elect Director L. F. Deily              For       For          Management
1.3   Elect Director R. E. Denham             For       For          Management
1.4   Elect Director R. J. Eaton              For       For          Management
1.5   Elect Director E. Hernandez             For       For          Management
1.6   Elect Director F. G. Jenifer            For       For          Management
1.7   Elect Director S. Nunn                  For       For          Management
1.8   Elect Director D. J. O'Reilly           For       For          Management
1.9   Elect Director D. B. Rice               For       For          Management
1.10  Elect Director K. W. Sharer             For       For          Management
1.11  Elect Director C. R. Shoemate           For       For          Management
1.12  Elect Director R. D. Sugar              For       For          Management
1.13  Elect Director C. Ware                  For       For          Management
1.14  Elect Director J. S. Watson             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
6     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
7     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
8     Adopt Guidelines for Country Selection  Against   Against      Shareholder
9     Adopt Human Rights Policy               Against   Against      Shareholder
10    Report on Market Specific Environmental Against   Against      Shareholder
      Laws


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

CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 13, 2008   Meeting Type: Annual
Record Date:  SEP 15, 2008

#     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 Michael K. Powell        For       For          Management
11    Elect Director Steven M. West           For       For          Management
12    Elect Director Jerry Yang               For       Against      Management
13    Ratify Auditors                         For       For          Management
14    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
15    Report on Internet Fragmentation        Against   Against      Shareholder


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

CITRIX SYSTEMS, INC.

Ticker:       CTXS           Security ID:  177376100
Meeting Date: MAY 29, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas F. Bogan          For       For          Management
2     Elect Director Nanci Caldwell           For       For          Management
3     Elect Director Gary E. Morin            For       For          Management
4     Amend Omnibus Stock Plan                For       Against      Management
5     Ratify Auditors                         For       For          Management


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

CME GROUP INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: AUG 18, 2008   Meeting Type: Special
Record Date:  JUL 18, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Increase in Size of Board       For       For          Management
2     Issue Shares in Connection with         For       For          Management
      Acquisition
3     Adjourn Meeting                         For       For          Management


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

COCA-COLA COMPANY, THE

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 22, 2009   Meeting Type: Annual
Record Date:  FEB 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Herbert A. Allen         For       For          Management
1.2   Elect Director Ronald W. Allen          For       Against      Management
1.3   Elect Director Cathleen P. Black        For       Against      Management
1.4   Elect Director Barry Diller             For       For          Management
1.5   Elect Director Alexis M. Herman         For       Against      Management
1.6   Elect Director Muhtar Kent              For       Against      Management
1.7   Elect Director Donald R. Keough         For       For          Management
1.8   Elect Director Maria Elena Lagomsino    For       Against      Management
1.9   Elect Director Donald F. McHenry        For       For          Management
1.10  Elect Director Sam Nunn                 For       For          Management
1.11  Elect Director James D. Robinson III    For       Against      Management
1.12  Elect Director Peter V. Ueberroth       For       For          Management
1.13  Elect Director Jacob Wallenberg         For       For          Management
1.14  Elect Director James B. Williams        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
6     Performance-Based Awards                Against   Against      Shareholder


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

COLGATE-PALMOLIVE CO.

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John T. Cahill           For       For          Management
1.2   Elect Director Jill K. Conway           For       For          Management
1.3   Elect Director Ian Cook                 For       For          Management
1.4   Elect Director Ellen M. Hancock         For       For          Management
1.5   Elect Director David W. Johnson         For       For          Management
1.6   Elect Director Richard J. Kogan         For       For          Management
1.7   Elect Director Delano E. Lewis          For       For          Management
1.8   Elect Director J. Pedro Reinhard        For       For          Management
1.9   Elect Director Stephen I. Sadove        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

CONCEPTUS, INC.

Ticker:       CPTS           Security ID:  206016107
Meeting Date: JUN 5, 2009    Meeting Type: Annual
Record Date:  APR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kathryn A. Tunstall      For       For          Management
1.2   Elect Director  Robert V. Toni          For       For          Management
2     Ratify Auditors                         For       For          Management


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

CTRIP.COM INTERNATIONAL LTD.

Ticker:       CTRP           Security ID:  22943F100
Meeting Date: SEP 30, 2008   Meeting Type: Annual
Record Date:  AUG 22, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Share Repurchase Program      For       For          Management


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

CVS CAREMARK CORP

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edwin M. Banks           For       For          Management
1.2   Elect Director C. David Brown II        For       For          Management
1.3   Elect Director David W. Dorman          For       For          Management
1.4   Elect Director Kristen E. Gibney        For       For          Management
      Williams
1.5   Elect Director Marian L. Heard          For       For          Management
1.6   Elect Director William H. Joyce         For       For          Management
1.7   Elect Director Jean-Pierre Million      For       For          Management
1.8   Elect Director Terrence Murray          For       For          Management
1.9   Elect Director C.A. Lance Piccolo       For       For          Management
1.10  Elect Director Sheli Z. Rosenberg       For       For          Management
1.11  Elect Director Thomas M. Ryan           For       For          Management
1.12  Elect Director Richard J. Swift         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Report on Political Contributions       Against   Against      Shareholder
6     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

DANAHER CORP.

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mortimer M. Caplin       For       For          Management
1.2   Elect Director Donald J. Ehrlich        For       For          Management
1.3   Elect Director Walter G. Lohr, Jr.      For       For          Management
1.4   Elect Director Linda P. Hefner          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Adopt Employment Contract               Against   Against      Shareholder
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Mercury Product Policies      Against   Against      Shareholder


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

DENBURY RESOURCES INC.

Ticker:       DNR            Security ID:  247916208
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Wieland F. Wettstein     For       For          Management
1.2   Elect Director Michael L. Beatty        For       For          Management
1.3   Elect Director Michael B. Decker        For       For          Management
1.4   Elect Director Ronald G. Greene         For       For          Management
1.5   Elect Director David I. Heather         For       For          Management
1.6   Elect Director Gregory L. McMichael     For       For          Management
1.7   Elect Director Gareth Roberts           For       For          Management
1.8   Elect Director Randy Stein              For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Amend Stock Option Plan                 For       For          Management
4     Ratify Auditors                         For       For          Management


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

DENTSPLY INTERNATIONAL, INC.

Ticker:       XRAY           Security ID:  249030107
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Wendy L Dixon            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


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

DEVRY INC.

Ticker:       DV             Security ID:  251893103
Meeting Date: NOV 13, 2008   Meeting Type: Annual
Record Date:  SEP 19, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect  Director David S. Brown          For       For          Management
1.2   Elect  Director Lisa W. Pickrum         For       For          Management
1.3   Elect  Director Fernando Ruiz           For       For          Management
2     Ratify Auditors                         For       For          Management


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

DIRECTV GROUP, INC, THE

Ticker:       DTV            Security ID:  25459L106
Meeting Date: JUN 2, 2009    Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Chase Carey              For       For          Management
1.2   Elect Director Mark Carleton            For       For          Management
1.3   Elect Director Peter Lund               For       For          Management
1.4   Elect Director Haim Saban               For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Principles for Health Care Reform Against   Against      Shareholder
4     Declassify the Board of Directors       Against   For          Shareholder


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

DREAMWORKS ANIMATION SKG, INC.

Ticker:       DWA            Security ID:  26153C103
Meeting Date: JUN 10, 2009   Meeting Type: Annual
Record Date:  APR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey Katzenberg       For       Withhold     Management
1.2   Elect Director Roger A. Enrico          For       For          Management
1.3   Elect Director Lewis Coleman            For       For          Management
1.4   Elect Director Harry Brittenham         For       For          Management
1.5   Elect Director Thomas Freston           For       For          Management
1.6   Elect Director Judson C. Green          For       For          Management
1.7   Elect Director Mellody Hobson           For       For          Management
1.8   Elect Director Michael Montgomery       For       For          Management
1.9   Elect Director Nathan Myhrvold          For       For          Management
1.10  Elect Director Richard Sherman          For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

ECOLAB, INC.

Ticker:       ECL            Security ID:  278865100
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leslie S. Biller         For       For          Management
1.2   Elect Director Jerry A. Grundhofer      For       For          Management
1.3   Elect Director John J. Zillmer          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Declassify the Board of Directors       Against   For          Shareholder


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

EDWARDS LIFESCIENCES CORPORATION

Ticker:       EW             Security ID:  28176E108
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mike R. Bowlin           For       For          Management
2     Elect Director Barbara J. McNeil        For       For          Management
3     Elect Director Michael A. Mussallem     For       For          Management
4     Elect Director William J. Link          For       For          Management
5     Amend Omnibus Stock Plan                For       Against      Management
6     Ratify Auditors                         For       For          Management


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

ELECTRONIC ARTS INC.

Ticker:       ERTS           Security ID:  285512109
Meeting Date: JUL 31, 2008   Meeting Type: Annual
Record Date:  JUN 9, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Leonard S. Coleman       For       For          Management
2     Elect Director Gary M. Kusin            For       For          Management
3     Elect Director Gregory B. Maffei        For       For          Management
4     Elect Director Vivek Paul               For       For          Management
5     Elect Director Lawrence F. Probst III   For       For          Management
6     Elect Director John S. Riccitiello      For       For          Management
7     Elect Director Richard A. Simonson      For       For          Management
8     Elect Director Linda J. Srere           For       For          Management
9     Amend Omnibus Stock Plan                For       Against      Management
10    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
11    Ratify Auditors                         For       For          Management


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

EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael W. Brown         For       For          Management
2     Elect Director Randolph L. Cowen        For       For          Management
3     Elect Director Michael J. Cronin        For       For          Management
4     Elect Director Gail Deegan              For       For          Management
5     Elect Director John R. Egan             For       For          Management
6     Elect Director W. Paul Fitzgerald       For       For          Management
7     Elect Director Edmund F. Kelly          For       For          Management
8     Elect Director Windle B. Priem          For       For          Management
9     Elect Director Paul Sagan               For       For          Management
10    Elect Director David N. Strohm          For       For          Management
11    Elect Director Joseph M. Tucci          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
14    Permit Right to Call Special Meeting    For       For          Management
15    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

EOG RESOURCES, INC.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George A. Alcorn         For       For          Management
1.2   Elect Director Charles R. Crisp         For       For          Management
1.3   Elect Director James C. Day             For       For          Management
1.4   Elect Director Mark G. Papa             For       For          Management
1.5   Elect Director H. Leighton Steward      For       For          Management
1.6   Elect Director Donald F. Textor         For       For          Management
1.7   Elect Director Frank G. Wisner          For       For          Management
2     Ratify Auditors                         For       For          Management


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

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark A. Emmert           For       For          Management
1.2   Elect Director R. Jordan Gates          For       For          Management
1.3   Elect Director Dan P. Kourkoumelis      For       For          Management
1.4   Elect Director Michael J. Malone        For       For          Management
1.5   Elect Director John W. Meisenbach       For       For          Management
1.6   Elect Director Peter J. Rose            For       For          Management
1.7   Elect Director James L.K. Wang          For       For          Management
1.8   Elect Director Robert R. Wright         For       For          Management
2     Approve Stock Option Plan               For       For          Management
3     Ratify Auditors                         For       For          Management


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

EXPRESS SCRIPTS, INC.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary G. Benanav          For       For          Management
1.2   Elect Director Frank J. Borelli         For       For          Management
1.3   Elect Director Maura C. Breen           For       For          Management
1.4   Elect Director Nicholas J. LaHowchic    For       For          Management
1.5   Elect Director Thomas P. Mac Mahon      For       For          Management
1.6   Elect Director Frank Mergenthaler       For       For          Management
1.7   Elect Director Woodrow A Myers, Jr, MD  For       For          Management
1.8   Elect Director John O. Parker, Jr.      For       For          Management
1.9   Elect Director George Paz               For       For          Management
1.10  Elect Director Samuel K. Skinner        For       For          Management
1.11  Elect Director Seymour Sternberg        For       For          Management
1.12  Elect Director Barrett A. Toan          For       For          Management
2     Ratify Auditors                         For       For          Management


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

EXXON MOBIL CORP.

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director L.R. Faulkner            For       For          Management
1.3   Elect Director K.C. Frazier             For       For          Management
1.4   Elect Director .W. George               For       For          Management
1.5   Elect Director R.C. King                For       For          Management
1.6   Elect Director M.C. Nelson              For       For          Management
1.7   Elect Director S.J. Palmisano           For       For          Management
1.8   Elect Director S.S Reinemund            For       For          Management
1.9   Elect Director R.W. Tillerson           For       For          Management
1.10  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   Against      Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
5     Reincorporate in Another State [from    Against   Against      Shareholder
      New Jersey to North Dakota]
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
8     Compare CEO Compensation to Average     Against   Against      Shareholder
      U.S. per Capita Income
9     Review Anti-discrimination Policy on    Against   Against      Shareholder
      Corporate Sponsorships and Executive
      Perks
10    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
11    Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
12    Report on Climate Change Impacts on     Against   Against      Shareholder
      Emerging Countries
13    Adopt Policy to Increase Renewable      Against   Against      Shareholder
      Energy


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

FAMILY DOLLAR STORES, INC.

Ticker:       FDO            Security ID:  307000109
Meeting Date: JAN 15, 2009   Meeting Type: Annual
Record Date:  NOV 28, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark R. Bernstein        For       For          Management
1.2   Elect Director Pamela L. Davies         For       For          Management
1.3   Elect Director Sharon Allred Decker     For       For          Management
1.4   Elect Director Edward C. Dolby          For       For          Management
1.5   Elect Director Glenn A. Eisenberg       For       For          Management
1.6   Elect Director Howard R. Levine         For       For          Management
1.7   Elect Director George R. Mahoney, Jr.   For       For          Management
1.8   Elect Director James G. Martin          For       For          Management
1.9   Elect Director Harvey Morgan            For       For          Management
1.10  Elect Director Dale C. Pond             For       For          Management
2     Ratify Auditors                         For       For          Management


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

FLEXTRONICS INTERNATIONAL LTD.

Ticker:       FLEX           Security ID:  Y2573F102
Meeting Date: SEP 30, 2008   Meeting Type: Annual
Record Date:  AUG 22, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     RE-ELECTION OF MR. H. RAYMOND BINGHAM   For       For          Management
      AS A DIRECTOR OF FLEXTRONICS.
2     RE-ELECTION OF MR. AJAY B. SHAH AS A    For       For          Management
      DIRECTOR OF FLEXTRONICS.
3     RE-ELECTION OF DR. WILLY C. SHIH AS A   For       For          Management
      DIRECTOR OF FLEXTRONICS.
4     RE-APPOINTMENT OF MR. ROCKWELL A.       For       For          Management
      SCHNABEL AS A DIRECTOR OF FLEXTRONICS.
5     RATIFY AUDITORS                         For       For          Management
6     TO APPROVE THE GENERAL AUTHORIZATION    For       For          Management
      FOR THE DIRECTORS OF FLEXTRONICS TO
      ALLOT AND ISSUE ORDINARY SHARES.
7     TO APPROVE THE RENEWAL OF THE SHARE     For       For          Management
      PURCHASE MANDATE RELATING TO
      ACQUISITIONS BY FLEXTRONICS OF ITS OWN
      ISSUED ORDINARY SHARES.
8     APPROVE AN AMENDMENT TO 2001 EQUITY     For       For          Management
      INCENTIVE PLAN TO INCREASE THE
      SUB-LIMIT ON THE MAXIMUM NUMBER OF
      ORDINARY SHARES WHICH MAY BE ISSUED AS
      SHARE BONUSES BY 5,000,000 ORDINARY
      SHARES.
9     TO APPROVE AN AMENDMENT TO THE 2001     For       For          Management
      EQUITY INCENTIVE PLAN TO INCREASE THE
      SUB-LIMIT ON THE MAXIMUM NUMBER OF
      ORDINARY SHARES SUBJECT TO AWARDS WHICH
      MAY BE GRANTED TO A PERSON IN A SINGLE
      CALENDAR YEAR BY 2,000,000 ORDINARY
      SHARES.
10    TO APPROVE AN AMENDMENT TO THE 2001     For       For          Management
      EQUITY INCENTIVE PLAN TO INCREASE THE
      NUMBER OF ORDINARY SHARES RESERVED FOR
      ISSUANCE BY 20,000,000 ORDINARY SHARES.


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

FLUOR CORP.

Ticker:       FLR            Security ID:  343412102
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter K. Barker          For       For          Management
1.2   Elect Director Alan L. Boeckmann        For       For          Management
1.3   Elect Director Vilma S. Martinez        For       For          Management
1.4   Elect Director Dean R. O'Hare           For       For          Management
2     Ratify Auditors                         For       For          Management


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

GENERAL MILLS, INC.

Ticker:       GIS            Security ID:  370334104
Meeting Date: SEP 22, 2008   Meeting Type: Annual
Record Date:  JUL 24, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bradbury H. Anderson     For       For          Management
2     Elect Director Paul Danos               For       For          Management
3     Elect Director William T. Esrey         For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Judith Richards Hope     For       For          Management
6     Elect Director Heidi G. Miller          For       For          Management
7     Elect Director Hilda Ochoa-Brillembourg For       For          Management
8     Elect Director Steve Odland             For       For          Management
9     Elect Director Kendall J. Powell        For       For          Management
10    Elect Director Lois E. Quam             For       For          Management
11    Elect Director Michael D. Rose          For       For          Management
12    Elect Director Robert L. Ryan           For       For          Management
13    Elect Director Dorothy A. Terrell       For       For          Management
14    Ratify Auditors                         For       For          Management


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

GENZYME CORP.

Ticker:       GENZ           Security ID:  372917104
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Douglas A. Berthiaume    For       For          Management
2     Elect Director Gail K. Boudreaux        For       For          Management
3     Elect Director Robert J. Carpenter      For       For          Management
4     Elect Director Charles L. Cooney        For       For          Management
5     Elect Director Victor J. Dzau           For       For          Management
6     Elect Director Connie Mack III          For       For          Management
7     Elect Director Richard F. Syron         For       For          Management
8     Elect Director Henri A. Termeer         For       For          Management
9     Amend Omnibus Stock Plan                For       For          Management
10    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
11    Ratify Auditors                         For       For          Management


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul Berg                For       For          Management
1.2   Elect Director John F. Cogan            For       For          Management
1.3   Elect Director Etienne F. Davignon      For       For          Management
1.4   Elect Director James M. Denny           For       For          Management
1.5   Elect Director Carla A. Hills           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
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management


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

GOLDCORP INC.

Ticker:       G              Security ID:  380956409
Meeting Date: MAY 22, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ian W. Telfer            For       For          Management
1.2   Elect Director Douglas M. Holtby        For       For          Management
1.3   Elect Director Charles A. Jeannes       For       For          Management
1.4   Elect Director John P. Bell             For       For          Management
1.5   Elect Director Lawrence I. Bell         For       For          Management
1.6   Elect Director Beverley A. Briscoe      For       For          Management
1.7   Elect Director Peter J. Dey             For       For          Management
1.8   Elect Director P. Randy Reifel          For       For          Management
1.9   Elect Director A. Dan Rovig             For       For          Management
1.10  Elect Director Kenneth F. Williamson    For       For          Management
2     Approve Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

GOLDMAN SACHS GROUP, INC., THE

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director John H. Bryan            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 Rajat K. Gupta           For       For          Management
8     Elect Director James A. Johnson         For       For          Management
9     Elect Director Lois D. Juliber          For       For          Management
10    Elect Director Lakshmi N. Mittal        For       For          Management
11    Elect Director James J. Schiro          For       For          Management
12    Elect Director Ruth J. Simmons          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Provide for Cumulative Voting           Against   Against      Shareholder
16    Reduce Supermajority Vote Requirement   Against   For          Shareholder
17    Amend By-Laws to Establish Board U.S.   Against   Against      Shareholder
      Economic Security Committee
18    Report on Political Contributions       Against   Against      Shareholder


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

GOOGLE INC

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eric Schmidt             For       Withhold     Management
1.2   Elect Director Sergey Brin              For       Withhold     Management
1.3   Elect Director Larry Page               For       Withhold     Management
1.4   Elect Director L. John Doerr            For       Withhold     Management
1.5   Elect Director John L. Hennessy         For       Withhold     Management
1.6   Elect Director Arthur D. Levinson       For       Withhold     Management
1.7   Elect Director Ann Mather               For       Withhold     Management
1.8   Elect Director Paul S. Otellini         For       Withhold     Management
1.9   Elect Director K. Ram Shriram           For       Withhold     Management
1.10  Elect Director Shirley M. Tilghman      For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Report on Political Contributions       For       For          Shareholder
5     Adopt Policies to Protect Freedom of    Against   Against      Shareholder
      Access to the Internet
6     Adopt Principles for Health Care Reform Against   Against      Shareholder


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

HECKMANN CORP

Ticker:       HEK            Security ID:  422680108
Meeting Date: OCT 30, 2008   Meeting Type: Special
Record Date:  SEP 15, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Certificate of Incorporation to   For       For          Management
      Provide For the Company to Have
      Perpetual Existence
2     Approve Merger Agreement                For       For          Management
3     If you vote FOR Proposal 2 you should   None      For          Management
      also vote FOR this proposal. If you
      voted AGAINST Proposal 2 and wish to
      Exercise your Conversion Rights, you
      should vote AGAINST this proposal and
      follow the instructions in the
      company's filing with the SEC
4     Issue Shares in Connection with         For       For          Management
      Acquisition
5     Adjourn Meeting                         For       For          Management


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

HESS CORPORATION

Ticker:       HES            Security ID:  42809H107
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J.B. Hess                For       For          Management
1.2   Elect Director S.W. Bodman              For       For          Management
1.3   Elect Director R. Lavizzo-Mourey        For       For          Management
1.4   Elect Director C.G. Matthews            For       For          Management
1.5   Elect Director E.H. von Metzsch         For       For          Management
2     Ratify Auditors                         For       For          Management


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

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 18, 2009   Meeting Type: Annual
Record Date:  JAN 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lawrence T. Babbio, Jr.  For       For          Management
2     Elect Director Sari M. Baldauf          For       For          Management
3     Elect Director Rajiv L. Gupta           For       For          Management
4     Elect Director John H. Hammergren       For       For          Management
5     Elect Director Mark V. Hurd             For       For          Management
6     Elect Director Joel Z. Hyatt            For       For          Management
7     Elect Director John R. Joyce            For       For          Management
8     Elect Director Robert L. Ryan           For       For          Management
9     Elect Director Lucille S. Salhany       For       For          Management
10    Elect Director G. Kennedy Thompson      For       For          Management
11    Ratify Auditors                         For       For          Management


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

HITTITE MICROWAVE CORPORATION

Ticker:       HITT           Security ID:  43365Y104
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  APR 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen G. Daly          For       For          Management
1.2   Elect Director Ernest L. Godshalk       For       For          Management
1.3   Elect Director Rick D. Hess             For       For          Management
1.4   Elect Director Adrienne M. Markham      For       For          Management
1.5   Elect Director Brian P. McAloon         For       For          Management
1.6   Elect Director Cosmo S. Trapani         For       For          Management
1.7   Elect Director Franklin Weigold         For       For          Management
2     Ratify Auditors                         For       For          Management


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

HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director David H. Batchelder      For       For          Management
3     Elect Director Francis S. Blake         For       For          Management
4     Elect Director Ari Bousbib              For       For          Management
5     Elect Director Gregory D. Brenneman     For       For          Management
6     Elect Director Albert P. Carey          For       For          Management
7     Elect Director Armando Codina           For       For          Management
8     Elect Director Bonnie G. Hill           For       For          Management
9     Elect Director Karen L. Katen           For       For          Management
10    Ratify Auditors                         For       For          Management
11    Approve Right to Call Special Meetings  For       Against      Management
12    Provide for Cumulative Voting           Against   Against      Shareholder
13    Call Special Meetings                   Against   For          Shareholder
14    Prepare Employment Diversity Report     Against   Against      Shareholder
15    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
16    Assess Energy Use and Establish         Against   Against      Shareholder
      Reduction Targets


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

IDEXX LABORATORIES, INC.

Ticker:       IDXX           Security ID:  45168D104
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William T. End           For       For          Management
1.2   Elect Director Barry C. Johnson         For       For          Management
1.3   Elect Director Brian P. McKeon          For       For          Management
2     Approve Omnibus Stock Plan              For       Against      Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Ratify Auditors                         For       For          Management
5     Other Business                          For       Against      Management


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charlene Barshefsky      For       For          Management
2     Elect Director Susan L. Decker          For       For          Management
3     Elect Director John J. Donahoe          For       For          Management
4     Elect Director Reed E. Hundt            For       For          Management
5     Elect Director Paul S. Otellini         For       For          Management
6     Elect Director James D. Plummer         For       For          Management
7     Elect Director David S. Pottruck        For       For          Management
8     Elect Director Jane E. Shaw             For       For          Management
9     Elect Director John L. Thornton         For       For          Management
10    Elect Director Frank D. Yeary           For       For          Management
11    Elect Director David B. Yoffie          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Omnibus Stock Plan                For       Against      Management
14    Approve Stock Option Exchange Program   For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Provide for Cumulative Voting           Against   Against      Shareholder
17    Adopt Policy on Human Rights to Water   Against   Against      Shareholder


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

INTERCONTINENTALEXCHANGE, INC.

Ticker:       ICE            Security ID:  45865V100
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles R. Crisp         For       For          Management
1.2   Elect Director Jean-Marc Forneri        For       For          Management
1.3   Elect Director Fred W. Hatfield         For       For          Management
1.4   Elect Director Terrence F. Martell      For       For          Management
1.5   Elect Director Sir Robert Reid          For       For          Management
1.6   Elect Director Frederic V. Salerno      For       For          Management
1.7   Elect Director Frederick W. Schoenhut   For       For          Management
1.8   Elect Director Jeffrey C. Sprecher      For       For          Management
1.9   Elect Director Judith A. Sprieser       For       For          Management
1.10  Elect Director Vincent Tese             For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Auditors                         For       For          Management


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

INTERNATIONAL GAME TECHNOLOGY

Ticker:       IGT            Security ID:  459902102
Meeting Date: MAR 3, 2009    Meeting Type: Annual
Record Date:  JAN 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert A. Bittman        For       For          Management
1.2   Elect Director Richard R. Burt          For       For          Management
1.3   Elect Director Patti S. Hart            For       For          Management
1.4   Elect Director Robert A. Mathewson      For       For          Management
1.5   Elect Director Thomas J. Matthews       For       For          Management
1.6   Elect Director Robert Miller            For       For          Management
1.7   Elect Director Frederick B. Rentschler  For       For          Management
1.8   Elect Director David E. Roberson        For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Elect Director Philip G. Satre          For       For          Management


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

J. B. HUNT TRANSPORT SERVICES, INC.

Ticker:       JBHT           Security ID:  445658107
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  FEB 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sharilyn S. Casaway      For       For          Management
1.2   Elect Director Coleman H. Peterson      For       For          Management
1.3   Elect Director James L. Robo            For       For          Management
2     Ratify Auditors                         For       For          Management


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

KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Peter Boneparth          For       For          Management
2     Elect Director Steven A. Burd           For       For          Management
3     Elect Director John F. Herma            For       For          Management
4     Elect Director Dale E. Jones            For       For          Management
5     Elect Director William S. Kellogg       For       For          Management
6     Elect Director Kevin Mansell            For       For          Management
7     Elect Director R. Lawrence Montgomery   For       For          Management
8     Elect Director Frank V. Sica            For       For          Management
9     Elect Director Peter M. Sommerhauser    For       For          Management
10    Elect Director Stephanie A. Streeter    For       For          Management
11    Elect Director Stephen E. Watson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

LANDSTAR SYSTEM, INC.

Ticker:       LSTR           Security ID:  515098101
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Henry H. Gerkins         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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

LAZARD LTD

Ticker:       LAZ            Security ID:  G54050102
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Steven J. Heyer as Director       For       For          Management
1.2   Elect Sylvia Jay as Director            For       For          Management
1.3   Elect Vernon E. Jordan Jr. as Director  For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

LIBERTY MEDIA CORPORATION

Ticker:       LINTA          Security ID:  53071M500
Meeting Date: JUN 25, 2009   Meeting Type: Annual
Record Date:  APR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donne F. Fisher          For       Withhold     Management
1.2   Elect Director Gregory B. Maffei        For       Withhold     Management
1.3   Elect Director M. Lavoy Robison         For       Withhold     Management
2     Change Company Name                     For       For          Management
3     Approve Reverse Stock Split             For       For          Management
4     Ratify Auditors                         For       For          Management


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

LOCKHEED MARTIN CORP.

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director E. C. "Pete" Aldrige,    For       For          Management
      Jr.
1.2   Elect Director Nolan D. Archibald       For       For          Management
1.3   Elect Director David B. Burritt         For       For          Management
1.4   Elect Director James O. Ellis, Jr.      For       For          Management
1.5   Elect Director Gwendolyn S. King        For       For          Management
1.6   Elect Director James M. Loy             For       For          Management
1.7   Elect Director Douglas H. McCorkindale  For       For          Management
1.8   Elect Director Joseph W. Ralston        For       For          Management
1.9   Elect Director Frank Savage             For       For          Management
1.10  Elect Director James Schneider          For       For          Management
1.11  Elect Director Anne Stevens             For       For          Management
1.12  Elect Director Robert J. Stevens        For       For          Management
1.13  Elect Director James R. Ukropina        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Supermajority Vote Requirement   For       For          Management
4     Report on Space-based Weapons Program   Against   Against      Shareholder
5     Adopt a Policy in which the Company     Against   Against      Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives
6     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: MAY 29, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter C. Browning        For       For          Management
1.2   Elect Director Marshall O. Larsen       For       For          Management
1.3   Elect Director Stephen F. Page          For       For          Management
1.4   Elect Director O. Temple Sloan, Jr.     For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Eliminate Supermajority Vote            For       For          Management
      Requirement
5     Reincorporate in Another State from     Against   Against      Shareholder
      Delaware to North Dakota
6     Adopt Principles for Health Care Reform Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder


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

MARVELL TECHNOLOGY GROUP LTD

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: JUL 11, 2008   Meeting Type: Annual
Record Date:  MAY 23, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     ELECTION OF CLASS 1 DIRECTOR: JOHN G.   For       For          Management
      KASSAKIAN
2     ELECTION OF CLASS 2 DIRECTOR: KUO WEI   For       For          Management
      (HERBERT) CHANG
3     ELECTION OF CLASS 2 DIRECTOR: JUERGEN   For       For          Management
      GROMER, PH.D.
4     ELECTION OF CLASS 2 DIRECTOR: ARTURO    For       For          Management
      KRUEGER
5     RATIFY AUDITORS                         For       For          Management


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

MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 9, 2009    Meeting Type: Annual
Record Date:  APR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard Haythornthwaite  For       For          Management
1.2   Elect Director David R. Carlucci        For       For          Management
1.3   Elect Director Robert W. Selander       For       For          Management
2     Amend Certificate of Incorporation to   For       For          Management
      Increase Size of Board and Amend
      Director Qualifications
3     Ratify Auditors                         For       For          Management


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

MCAFEE, INC.

Ticker:       MFE            Security ID:  579064106
Meeting Date: APR 27, 2009   Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leslie G. Denend         For       For          Management
1.2   Elect Director David G. DeWalt          For       For          Management
1.3   Elect Director Charles J. Robel         For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
6     Ratify Auditors                         For       For          Management


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

MEDCO HEALTH SOLUTIONS, INC.

Ticker:       MHS            Security ID:  58405U102
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 26, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charles M. Lillis, Ph.D. For       For          Management
2     Elect Director William L. Roper, M.D.   For       For          Management
3     Elect Director David D. Stevens         For       For          Management
4     Ratify Auditors                         For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management


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

MOLSON COORS BREWING CO

Ticker:       TAP            Security ID:  60871R209
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John E. Cleghorn         For       For          Management
1.2   Elect Director Charles M. Herington     For       Withhold     Management
1.3   Elect Director David P. O'Brien         For       For          Management


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

MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 14, 2009   Meeting Type: Annual
Record Date:  NOV 17, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Janice L. Fields         For       For          Management
2     Elect Director Hugh Grant               For       For          Management
3     Elect Director C. Steven McMillan       For       For          Management
4     Elect Director Robert J. Stevens        For       For          Management
5     Ratify Auditors                         For       For          Management


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

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Merrill A. Miller, Jr.   For       For          Management
1.2   Elect Director Greg L. Armstrong        For       For          Management
1.3   Elect Director David D. Harrison        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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

NATIONAL SEMICONDUCTOR CORP.

Ticker:       NSM            Security ID:  637640103
Meeting Date: SEP 25, 2008   Meeting Type: Annual
Record Date:  JUL 28, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Brian L. Halla           For       For          Management
2     Elect Director Steven R. Appleton       For       For          Management
3     Elect Director Gary P. Arnold           For       For          Management
4     Elect Director Richard J. Danzig        For       For          Management
5     Elect Director John T. Dickson          For       For          Management
6     Elect Director Robert J. Frankenberg    For       For          Management
7     Elect Director Modesto A. Maidique      For       For          Management
8     Elect Director Edward R. McCracken      For       For          Management
9     Ratify Auditors                         For       For          Management


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

NETAPP, INC.

Ticker:       NTAP           Security ID:  64110D104
Meeting Date: APR 21, 2009   Meeting Type: Special
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Stock Option Exchange Program   For       Against      Management


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

NEW ORIENTAL EDUCATION & TECHNOLOGY GROUP INC

Ticker:       EDU            Security ID:  647581107
Meeting Date: MAY 11, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     The Resolution As Set Out In Paragraph  For       Against      Management
      1 Of The Notice Of Annual General
      Meeting Regarding Amendments To The
      Company's 2006 Share Incentive Plan.
2     The Resolution As Set Out In Paragraph  For       For          Management
      2 Of The Notice Of Annual General
      Meeting Regarding The Appointment Of
      John Zhuang Yang Asan as Independent
      Director.


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

NICE-SYSTEMS LTD.

Ticker:       NICE           Security ID:  653656108
Meeting Date: JUL 29, 2008   Meeting Type: Annual
Record Date:  JUN 24, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Ron Gutler as Director            For       For          Management
2     Elect Joseph Atzmon as Director         For       For          Management
3     Elect Rimon Ben-Shaoul as Director      For       For          Management
4     Elect Yoseph Dauber as Director         For       For          Management
5     Elect John Hughes as Director           For       For          Management
6     Elect David Kostman as Director         For       For          Management
7     Approve Remuneration of Directors,      For       For          Management
      Excluding External Directors
8     Approve Remuneration of Directors,      For       For          Management
      Including External Directors
9     Approve Special Annual Fee to the       For       For          Management
      Chairman of the Board
10    Reappoint Kost Forer Gabbay & Kasierer  For       For          Management
      as Auditors and Authorize Board to Fix
      Their Remuneration


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

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 22, 2008   Meeting Type: Annual
Record Date:  JUL 25, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jill K. Conway           For       For          Management
1.2   Elect Director Alan B. Graf, Jr.        For       For          Management
1.3   Elect Director Jeanne P. Jackson        For       For          Management
2     Ratify Auditors                         For       For          Management


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

NOBLE CORPORATION

Ticker:       NE             Security ID:  G65422100
Meeting Date: MAR 17, 2009   Meeting Type: Special
Record Date:  FEB 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Change Country of Incorporation to      For       For          Management
      Switzerland Through a Scheme of
      Arrangement
2     Adjourn Meeting                         For       For          Management


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

NOBLE CORPORATION

Ticker:       NE             Security ID:  H5833N103
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  APR 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approval Of The Payment Of A Dividend   For       Did Not Vote Management
      Through A Reduction Of Thepar Value Of
      The Shares In An Amount Equal To Swiss
      Francs 0.25
2.1   Director Julie H. Edwards               For       Did Not Vote Management
2.2   Director Marc E. Leland                 For       Did Not Vote Management
2.3   Director David W. Williams              For       Did Not Vote Management
3     Approval Of The Appointment Of          For       Did Not Vote Management
      Pricewaterhousecoopers Llp Asnoble
      Corporation S Independent Registered
      Public Accountingfirm For 2009
4     Amend Articles Re: (Non-Routine)        For       Did Not Vote Management


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

NOBLE ENERGY, INC.

Ticker:       NBL            Security ID:  655044105
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey L. Berenson      For       For          Management
1.2   Elect Director Michael A. Cawley        For       For          Management
1.3   Elect Director Edward F. Cox            For       For          Management
1.4   Elect Director Charles D. Davidson      For       For          Management
1.5   Elect Director Thomas J. Edelman        For       For          Management
1.6   Elect Director Eric P. Grubman          For       For          Management
1.7   Elect Director Kirby L. Hedrick         For       For          Management
1.8   Elect Director Scott D. Urban           For       For          Management
1.9   Elect Director William T. Van Kleef     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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

NORDSTROM, INC.

Ticker:       JWN            Security ID:  655664100
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Phyllis J. Campbell      For       For          Management
2     Elect Director Enrique Hernandez, Jr.   For       For          Management
3     Elect Director Robert G. Miller         For       For          Management
4     Elect Director Blake W. Nordstrom       For       For          Management
5     Elect Director Erik B. Nordstrom        For       For          Management
6     Elect Director Peter E. Nordstrom       For       For          Management
7     Elect Director Philip G. Satre          For       For          Management
8     Elect Director Robert D. Walter         For       For          Management
9     Elect Director Alison A. Winter         For       For          Management
10    Ratify Auditors                         For       For          Management
11    Approve Executive Incentive Bonus Plan  For       For          Management


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

NORFOLK SOUTHERN CORP.

Ticker:       NSC            Security ID:  655844108
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel A. Carp           For       For          Management
1.2   Elect Director Steven F. Leer           For       For          Management
1.3   Elect Director Michael D. Lockhart      For       For          Management
1.4   Elect Director Charles W. Moorman       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Political Contributions       Against   Against      Shareholder


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

O'REILLY AUTOMOTIVE, INC.

Ticker:       ORLY           Security ID:  686091109
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles H. O'Reilly, Jr  For       Withhold     Management
1.2   Elect Director John Murphy              For       For          Management
1.3   Elect Director Ronald Rashkow           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan
4     Approve Omnibus Stock Plan              For       For          Management


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

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 10, 2008   Meeting Type: Annual
Record Date:  AUG 12, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey O. Henley        For       For          Management
1.2   Elect Director Lawrence J. Ellison      For       Withhold     Management
1.3   Elect Director Donald L. Lucas          For       For          Management
1.4   Elect Director Michael J. Boskin        For       For          Management
1.5   Elect Director Jack F. Kemp             For       For          Management
1.6   Elect Director Jeffrey S. Berg          For       Withhold     Management
1.7   Elect Director Safra A. Catz            For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       Withhold     Management
1.9   Elect Director H. Raymond Bingham       For       For          Management
1.10  Elect Director Charles E. Phillips, Jr. For       For          Management
1.11  Elect Director Naomi O. Seligman        For       Withhold     Management
1.12  Elect Director George H. Conrades       For       For          Management
1.13  Elect Director Bruce R. Chizen          For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

PENN NATIONAL GAMING, INC.

Ticker:       PENN           Security ID:  707569109
Meeting Date: JUN 3, 2009    Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David A. Handler         For       For          Management
1.2   Elect Director John M. Jacquemin        For       For          Management
2     Ratify Auditors                         For       For          Management


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

PEPSI BOTTLING GROUP, INC., THE

Ticker:       PBG            Security ID:  713409100
Meeting Date: MAY 27, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Linda G. Alvarado        For       For          Management
1.2   Elect Director Barry H. Beracha         For       For          Management
1.3   Elect Director John C. Compton          For       For          Management
1.4   Elect Director Eric J. Foss             For       For          Management
1.5   Elect Director Ira D. Hall              For       For          Management
1.6   Elect Director Susan D. Kronick         For       For          Management
1.7   Elect Director Blythe J. McGarvie       For       For          Management
1.8   Elect Director John A. Quelch           For       For          Management
1.9   Elect Director Javier G. Teruel         For       For          Management
1.10  Elect Director Cynthia M. Trudell       For       For          Management
2     Amend Non-Employee Director Omnibus     For       Against      Management
      Stock Plan
3     Ratify Auditors                         For       For          Management


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director S.L. Brown               For       For          Management
2     Elect Director I.M. Cook                For       For          Management
3     Elect Director D. Dublon                For       For          Management
4     Elect Director V.J. Dzau                For       For          Management
5     Elect Director R.L. Hunt                For       For          Management
6     Elect Director A. Ibarguen              For       For          Management
7     Elect Director A.C. Martinez            For       For          Management
8     Elect Director I.K. Nooyi               For       For          Management
9     Elect Director S.P. Rockefeller         For       For          Management
10    Elect Director J.J. Schiro              For       For          Management
11    Elect Director L.G. Trotter             For       For          Management
12    Elect Director D.Vasella                For       For          Management
13    Elect Director M.D. White               For       For          Management
14    Ratify Auditors                         For       For          Management
15    Amend Executive Incentive Bonus Plan    For       For          Management
16    Report on Recycling                     Against   Against      Shareholder
17    Report on Genetically Engineered        Against   Against      Shareholder
      Products
18    Report on Charitable Contributions      Against   Against      Shareholder
19    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation


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

PETROHAWK ENERGY CORPORATION

Ticker:       HK             Security ID:  716495106
Meeting Date: JUN 18, 2009   Meeting Type: Annual
Record Date:  APR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James W. Christmas       For       Withhold     Management
1.2   Elect Director James L. Irish III       For       Withhold     Management
1.3   Elect Director Robert C. Stone, Jr.     For       Withhold     Management
2     Increase Authorized Common Stock        For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
5     Permit Board to Amend Bylaws Without    For       Against      Management
      Shareholder Consent
6     Ratify Auditors                         For       For          Management


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

PETROLEO BRASILEIRO

Ticker:       PBR            Security ID:  71654V408
Meeting Date: APR 8, 2009    Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2008
2     Approve Capital Budget for Upcoming     For       For          Management
      Fiscal Year
3     Approve Allocation of Income and        For       For          Management
      Dividends for Fiscal 2008
4     Elect Directors                         For       Against      Management
5     Elect Board Chairman                    For       Against      Management
6     Elect Fiscal Council Members and        For       Against      Management
      Alternates
7     Approve Remuneration of Executive       For       For          Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members


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

PETSMART

Ticker:       PETM           Security ID:  716768106
Meeting Date: JUN 17, 2009   Meeting Type: Annual
Record Date:  APR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Rita V. Foley            For       For          Management
2     Elect Director Joseph S. Hardin, Jr.    For       For          Management
3     Elect Director Amin I. Khalifa          For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Ratify Auditors                         For       For          Management
6     Amend Executive Incentive Bonus Plan    For       For          Management


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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold Brown             For       For          Management
1.2   Elect Director Mathis Cabiallavetta     For       For          Management
1.3   Elect Director Louis C. Camilleri       For       For          Management
1.4   Elect Director J. Dudley Fishburn       For       For          Management
1.5   Elect Director Graham Mackay            For       For          Management
1.6   Elect Director Sergio Marchionne        For       For          Management
1.7   Elect Director Lucio A. Noto            For       For          Management
1.8   Elect Director Carlos Slim Helu         For       For          Management
1.9   Elect Director Stephen M. Wolf          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management


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

PLAINS EXPLORATION & PRODUCTION CO

Ticker:       PXP            Security ID:  726505100
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James C. Flores          For       Withhold     Management
1.2   Elect Director Isaac Arnold, Jr.        For       For          Management
1.3   Elect Director Alan R. Buckwalter, III  For       For          Management
1.4   Elect Director Jerry L. Dees            For       Withhold     Management
1.5   Elect Director Tom H. Delimitros        For       Withhold     Management
1.6   Elect Director Thomas A. Fry, III       For       For          Management
1.7   Elect Director Robert L. Gerry, III     For       For          Management
1.8   Elect Director Charles G. Groat         For       For          Management
1.9   Elect Director John H. Lollar           For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen F. Angel         For       For          Management
1.2   Elect Director Nance K. Dicciani        For       For          Management
1.3   Elect Director Edward G. Galante        For       For          Management
1.4   Elect Director Claire W. Gargalli       For       For          Management
1.5   Elect Director Ira D. Hall              For       For          Management
1.6   Elect Director Raymond W. LeBoeuf       For       For          Management
1.7   Elect Director Larry D. McVay           For       For          Management
1.8   Elect Director Wayne T. Smith           For       For          Management
1.9   Elect Director H. Mitchell Watson, Jr.  For       For          Management
1.10  Elect Director Robert L. Wood           For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


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

PRICELINE.COM INC.

Ticker:       PCLN           Security ID:  741503403
Meeting Date: JUN 3, 2009    Meeting Type: Annual
Record Date:  APR 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffery H. Boyd          For       For          Management
1.2   Elect Director Ralph M. Bahna           For       For          Management
1.3   Elect Director Howard W. Barker, Jr.    For       For          Management
1.4   Elect Director Jan L. Docter            For       For          Management
1.5   Elect Director Jeffrey E. Epstein       For       For          Management
1.6   Elect Director James M. Guyette         For       For          Management
1.7   Elect Director Nancy B. Peretsman       For       For          Management
1.8   Elect Director Craig W. Rydin           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Right to Call Special Meetings  For       Against      Management
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

REDECARD SA

Ticker:                      Security ID:  BRRDCDACNOR3
Meeting Date: APR 30, 2009   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles re: Creation of          For       Did Not Vote Management
      Statutory Earnings Reserve
2     Amend Articles re: Require that         For       Did Not Vote Management
      Financial Transactions be Approved by
      Board
3     Amend Articles 3, 6, 7, 8, 9, 11, 12,   For       Did Not Vote Management
      13, 14, 16, 22, and 30
4     Amend Articles re: Executive Officer    For       Did Not Vote Management
      Board
5     Delete Subsection 5 of Article 27,      For       Did Not Vote Management
      Article 31, and Article 43


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

RESEARCH IN MOTION LTD

Ticker:       RIM            Security ID:  760975102
Meeting Date: JUL 15, 2008   Meeting Type: Annual
Record Date:  MAY 27, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect James Balsillie, Mike Lazaridis,  For       For          Management
      James Estill, David Kerr, Roger Martin,
      John Richardson, Barbara Stymiest and
      John Wetmore as Directors
2     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration


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

SALESFORCE.COM, INC.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUL 10, 2008   Meeting Type: Annual
Record Date:  MAY 20, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc Benioff             For       For          Management
1.2   Elect Director Craig Conway             For       For          Management
1.3   Elect Director Alan Hassenfeld          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Amend Omnibus Stock Plan                For       For          Management


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

SAMSUNG ELECTRONICS CO. LTD.

Ticker:       5930           Security ID:  KR7005930003
Meeting Date: MAR 13, 2009   Meeting Type: Annual
Record Date:  DEC 31, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Appropriation of Income and     For       For          Management
      Year-End Dividend of KRW 5,000 per
      Common Share
2.1   Elect Three Outside Directors (Bundled) For       For          Management
2.2   Elect Four Inside Directors (Bundled)   For       For          Management
2.3   Elect Two Members of Audit Committee    For       For          Management
      (Bundled)
3     Approve Total Remuneration of Inside    For       Against      Management
      Directors and Outside Directors


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

SATYAM COMPUTER SERVICES LTD

Ticker:       SAY            Security ID:  804098101
Meeting Date: AUG 26, 2008   Meeting Type: Annual
Record Date:  JUL 22, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     TO RECEIVE, CONSIDER AND ADOPT: THE     For       For          Management
      AUDITED BALANCE SHEET AS OF MARCH 31,
      2008.
2     TO RECEIVE, CONSIDER AND ADOPT: THE     For       For          Management
      AUDITED PROFIT AND LOSS ACCOUNT FOR THE
      YEAR ENDED ON THAT DATE.
3     TO RECEIVE, CONSIDER AND ADOPT: THE     For       For          Management
      AUDITORS  REPORT, THEREON.
4     TO RECEIVE, CONSIDER AND ADOPT: THE     For       For          Management
      DIRECTORS  REPORT.
5     TO DECLARE DIVIDEND ON EQUITY SHARES.   For       For          Management
6     APPROVAL TO REAPPOINT PROF. M. RAMMOHAN For       For          Management
      RAO, AS DIRECTOR.
7     APPROVAL TO REAPPOINT MR. VINOD K.      For       For          Management
      DHAM, AS DIRECTOR.
8     RATIFY AUDITORS                         For       For          Management
9     RESOLVED THAT MR. B. RAMALINGA RAJU, IS For       For          Management
      REAPPOINTED AS CHAIRMAN AND DIRECTOR OF
      THE COMPANY FOR A FURTHER PERIOD OF
      FIVE YEARS.
10    RESOLVED THAT MR. B. RAMA RAJU, IS      For       For          Management
      REAPPOINTED AS MANAGING DIRECTOR OF THE
      COMPANY FOR A FURTHER PERIOD OF FIVE
      YEARS.
11    RESOLVED THAT THE CONSENT OF THE        For       For          Management
      COMPANY BE AND IS HEREBY ACCORDED FOR
      THE PAYMENT OF REMUNERATION TO THE
      DIRECTORS.


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

SCHERING-PLOUGH CORP.

Ticker:       SGP            Security ID:  806605101
Meeting Date: MAY 18, 2009   Meeting Type: Annual
Record Date:  APR 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas J. Colligan       For       For          Management
1.2   Elect Director Fred Hassan              For       For          Management
1.3   Elect Director C. Robert Kidder         For       For          Management
1.4   Elect Director Eugene R. McGrath        For       For          Management
1.5   Elect Director Antonio M. Perez         For       For          Management
1.6   Elect Director Patricia F. Russo        For       For          Management
1.7   Elect Director Jack L. Stahl            For       For          Management
1.8   Elect Director Craig B. Thompson        For       For          Management
1.9   Elect Director Kathryn C. Turner        For       For          Management
1.10  Elect Director Robert F.W. van Oordt    For       For          Management
1.11  Elect Director Arthur F. Weinbach       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide for Cumulative Voting           Against   Against      Shareholder
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

SHERWIN-WILLIAMS CO., THE

Ticker:       SHW            Security ID:  824348106
Meeting Date: APR 15, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arthur F. Anton          For       For          Management
1.2   Elect Director James C. Boland          For       For          Management
1.3   Elect Director Christopher M. Connor    For       For          Management
1.4   Elect Director David F. Hodnik          For       For          Management
1.5   Elect Director Susan J. Kropf           For       For          Management
1.6   Elect Director Gary E. McCullough       For       For          Management
1.7   Elect Director A. Malachi Mixon, III    For       For          Management
1.8   Elect Director Curtis E. Moll           For       For          Management
1.9   Elect Director Richard K. Smucker       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors


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

SILICON LABORATORIES INC.

Ticker:       SLAB           Security ID:  826919102
Meeting Date: APR 23, 2009   Meeting Type: Annual
Record Date:  FEB 24, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harvey B. Cash           For       For          Management
1.2   Elect Director Necip Sayiner            For       For          Management
1.3   Elect Director David R. Welland         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       Against      Management
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan


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

SMITH INTERNATIONAL, INC.

Ticker:       SII            Security ID:  832110100
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert Kelley            For       For          Management
1.2   Elect Director Luiz Rodolfo Landim      For       For          Management
      Machado
1.3   Elect Director Doug Rock                For       For          Management
2     Ratify Auditors                         For       For          Management


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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John W. Brown            For       For          Management
1.2   Elect Director Daniel J. Starks         For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Ratify Auditors                         For       For          Management


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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 9, 2009    Meeting Type: Annual
Record Date:  APR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Basil L. Anderson        For       For          Management
1.2   Elect Director Arthur M. Blank          For       For          Management
1.3   Elect Director Mary Elizabeth Burton    For       For          Management
1.4   Elect Director Justin King              For       For          Management
1.5   Elect Director Carol Meyrowitz          For       For          Management
1.6   Elect Director Rowland T. Moriarty      For       For          Management
1.7   Elect Director Robert C. Nakasone       For       For          Management
1.8   Elect Director Ronald L. Sargent        For       For          Management
1.9   Elect Director Elizabeth A. Smith       For       For          Management
1.10  Elect Director Robert E. Sulentic       For       For          Management
1.11  Elect Director Vijay Vishwanath         For       For          Management
1.12  Elect Director Paul F. Walsh            For       For          Management
2     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
3     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management
5     Reincorporate in Another State [from    Against   Against      Shareholder
      Delaware to North Dakota]


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

STATE STREET CORP. (BOSTON)

Ticker:       STT            Security ID:  857477103
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director K. Burnes                For       For          Management
1.2   Elect Director P. Coym                  For       For          Management
1.3   Elect Director P. de Saint-Aignan       For       For          Management
1.4   Elect Director A. Fawcett               For       For          Management
1.5   Elect Director D. Gruber                For       For          Management
1.6   Elect Director L. Hill                  For       For          Management
1.7   Elect Director R. Kaplan                For       For          Management
1.8   Elect Director C. LaMantia              For       For          Management
1.9   Elect Director R. Logue                 For       For          Management
1.10  Elect Director R. Sergel                For       For          Management
1.11  Elect Director R. Skates                For       For          Management
1.12  Elect Director G. Summe                 For       For          Management
1.13  Elect Director R. Weissman              For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Ratify Auditors                         For       For          Management
6     Limit Auditor from Providing Non-Audit  Against   Against      Shareholder
      Services


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

STRAYER EDUCATION, INC.

Ticker:       STRA           Security ID:  863236105
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert S. Silberman      For       For          Management
1.2   Elect Director Dr. Charlotte F. Beason  For       For          Management
1.3   Elect Director William E. Brock         For       For          Management
1.4   Elect Director David A. Coulter         For       For          Management
1.5   Elect Director Robert R. Grusky         For       For          Management
1.6   Elect Director Robert L. Johnson        For       For          Management
1.7   Elect Director Todd A. Milano           For       For          Management
1.8   Elect Director G. Thomas Waite, III     For       For          Management
1.9   Elect Director J. David Wargo           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan


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

STRYKER CORP.

Ticker:       SYK            Security ID:  863667101
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John W. Brown            For       For          Management
1.2   Elect Director Howard E. Cox. Jr.       For       For          Management
1.3   Elect Director Donald M. Engelman       For       For          Management
1.4   Elect Director Louise L. Francesconi    For       For          Management
1.5   Elect Director Howard L. Lance          For       For          Management
1.6   Elect Director Stephen P. MacMillan     For       For          Management
1.7   Elect Director William U. Parfet        For       For          Management
1.8   Elect Director Ronda E. Stryker         For       For          Management
2     Ratify Auditors                         For       For          Management


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO.

Ticker:       TSM            Security ID:  874039100
Meeting Date: JUN 10, 2009   Meeting Type: Annual
Record Date:  APR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve 2008 Business Operations        For       For          Management
      Report, Financial Statements, and
      Statutory Reports
2     Approve 2008 Allocation of Income and   For       For          Management
      Dividends
3     Approve Capitalization of 2008          For       For          Management
      Dividends and Employee Profit Sharing
4     Approve Amendment on the Procedures for For       For          Management
      Loans to Other Parties and Procedures
      for Endorsement and Guarantee
5.1   Director Morris Chang                   For       For          Management
5.2   Director F.c. Tseng                     For       For          Management
5.3   Director Rick Tsai                      For       For          Management
5.4   Director Tain-jy Chen                   For       For          Management
5.5   Director P. Leahy Bonfield              For       For          Management
5.6   Director Stan Shih                      For       For          Management
5.7   Director Ms. Carly Fiorina              For       For          Management
5.8   Director Thomas J Engibous              For       For          Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: MAY 28, 2009   Meeting Type: Proxy Contest
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)
1     Fix Number of Directors at 12           For       For          Management
2     Elect Director Mary N. Dillon           For       For          Management
3     Elect Director Richard M. Kovacevich    For       For          Management
4     Elect Director George W. Tamke          For       For          Management
5     Elect Director Solomon D. Trujillo      For       For          Management
6     Ratify Auditors                         For       For          Management
7     Amend Omnibus Stock Plan                For       For          Management
8     Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation

#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Gold Card)
1     Fix Number of Directors at 12           Against   Did Not Vote Management
2.1   Elect Director William A. Ackman        For       Did Not Vote Shareholder
2.2   Elect Director Michael L. Ashner        For       Did Not Vote Shareholder
2.3   Elect Director James L. Donald          For       Did Not Vote Shareholder
2.4   Elect Director Richard W. Vague         For       Did Not Vote Shareholder
3     Elect Director Ronald J. Gilson         For       Did Not Vote Shareholder
4     Ratify Auditors                         For       Did Not Vote Management
5     Amend Omnibus Stock Plan                For       Did Not Vote Management
6     Advisory Vote to Ratify Named Executive Abstain   Did Not Vote Shareholder
      Officers' Compensation


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

TENCENT HOLDINGS LIMITED

Ticker:       700            Security ID:  KYG875721220
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAY 7, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2a    Approve Final Dividend                  For       For          Management
2b    Approve Special Dividend                For       For          Management
3a1   Reelect Iain Ferguson Bruce as Director For       For          Management
3a2   Reelect Ian Charles Stone as Director   For       For          Management
3b    Authorize Board to Fix the Remuneration For       For          Management
      of Directors
4     Reappoint Auditors and Authorize Board  For       For          Management
      to Fix Their Remuneration
5     Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities without
      Preemptive Rights
6     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
7     Authorize Reissuance of Repurchased     For       For          Management
      Shares


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

TENCENT HOLDINGS LIMITED

Ticker:       700            Security ID:  KYG875721220
Meeting Date: MAY 13, 2009   Meeting Type: Special
Record Date:  MAY 7, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Adopt 2009 Share Option Scheme          For       For          Management
2     Amend the Existing Share Award Scheme   For       For          Management
      Adopted on Dec. 13, 2007


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: JUN 22, 2009   Meeting Type: Annual
Record Date:  MAY 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Final Dividend                  For       For          Management
2.1   Elect Phillip Frost as Director         For       For          Management
2.2   Elect Roger Abravanel as Director       For       For          Management
2.3   Elect Elon Kohlberg as Director         For       For          Management
2.4   Elect Yitzhak Peterburg as Director     For       For          Management
2.5   Elect Erez Vigodman as Director         For       For          Management
3     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration


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

TIVO INC.

Ticker:       TIVO           Security ID:  888706108
Meeting Date: AUG 6, 2008    Meeting Type: Annual
Record Date:  JUN 9, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect  Director Mark Perry              For       For          Management
1.2   Elect  Director Thomas Rogers           For       For          Management
1.3   Elect  Director Joseph Uva              For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       Against      Management
4     Amend Qualified Employee Stock Purchase For       For          Management
      Plan


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

TRANSOCEAN INC.

Ticker:       RIG            Security ID:  G90073100
Meeting Date: DEC 8, 2008    Meeting Type: Special
Record Date:  OCT 27, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     APPROVAL OF THE MERGER TRANSACTION TO   For       For          Management
      BE EFFECTED BY THE SCHEMES OF
      ARRANGEMENT, ATTACHED TO THE
      ACCOMPANYING PROXY STATEMENT AS ANNEX
      B.
2     APPROVAL OF THE MOTION TO ADJOURN THE   For       For          Management
      MEETING TO A LATER DATE TO SOLICIT
      ADDITIONAL PROXIES IF THERE ARE
      INSUFFICIENT VOTES AT THE TIME OF THE
      MEETING TO APPROVE THE MERGER
      TRANSACTION.


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

TRANSOCEAN LTD.

Ticker:       RIG            Security ID:  H8817H100
Meeting Date: MAY 15, 2009   Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     APPROVAL OF THE 2008 ANNUAL REPORT, THE For       Did Not Vote Management
      CONSOLIDATED FINANCIALSTATEMENTS OF
      TRANSOCEAN LTD. FOR FISCAL YEAR 2008
      AND THESTATUTORY FINANCIAL STATEMENTS
      OF TRANSOCEAN LTD.
2     DISCHARGE OF THE MEMBERS OF THE BOARD   For       Did Not Vote Management
      OF DIRECTORS AND THEEXECUTIVE OFFICERS
      FOR FISCAL YEAR 2008
3     APPROPRIATION OF THE AVAILABLE RETAINED For       Did Not Vote Management
      EARNINGS WITHOUT PAYMENTOF A DIVIDEND
      TO SHAREHOLDERS FOR FISCAL YEAR 2008
      AND RELEASEOF CHF 3.5 BILLION OF LEGAL
      RESERVES TO OTHER RESERVES.
4     AUTHORIZATION OF A SHARE REPURCHASE     For       Did Not Vote Management
      PROGRAM
5     APPROVAL OF THE LONG-TERM INCENTIVE     For       Did Not Vote Management
      PLAN OF TRANSOCEAN LTD. INTHE FORM AS
      AMENDED AND RESTATED EFFECTIVE AS OF
      2/12/09
6     REELECTION OF CLASS I DIRECTOR FOR A    For       Did Not Vote Management
      THREE YEAR TERM:W. RICHARD ANDERSON
7     REELECTION OF CLASS I DIRECTOR FOR A    For       Did Not Vote Management
      THREE YEAR TERM:RICHARD L. GEORGE
8     REELECTION OF CLASS I DIRECTOR FOR A    For       Did Not Vote Management
      THREE YEAR TERM:ROBERT L. LONG
9     REELECTION OF CLASS I DIRECTOR FOR A    For       Did Not Vote Management
      THREE YEAR TERM:EDWARD R. MULLER
10    REELECTION OF CLASS III DIRECTOR FOR A  For       Did Not Vote Management
      TWO-YEAR TERM:VICTOR E. GRIJALVA
11    APPOINTMENT OF ERNST & YOUNG LLP AS     For       Did Not Vote Management
      TRANSOCEAN LTD. SINDEPENDENT REGISTERED
      PUBLIC ACCOUNTING FIRM FOR FISCAL
      YEAR2009 AND REELECTION OF ERNST &
      YOUNG LTD., ZURICH, AS TRANSOCEANLTD. S
      AUDITOR PURSUANT TO THE SWISS CODE OF
      OBLIGATIONS FOR AFURTHER ONE-YEA


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

ULTRA PETROLEUM CORP.

Ticker:       UPL            Security ID:  903914109
Meeting Date: MAY 21, 2009   Meeting Type: Annual/Special
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael D. Watford       For       For          Management
1.2   Elect Director Roger A. Brown           For       For          Management
1.3   Elect Director W. Charles Helton        For       For          Management
1.4   Elect Director Stephen J. McDaniel      For       For          Management
1.5   Elect Director Robert E. Rigney         For       For          Management
2     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration
3     Shareholder Proposal: Prepare Report on Against   Against      Shareholder
      Climate Change
4     Other Business                          For       Against      Management


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

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director F. Duane Ackerman        For       For          Management
1.2   Elect Director Michael J. Burns         For       For          Management
1.3   Elect Director D. Scott Davis           For       For          Management
1.4   Elect Director Stuart E. Eizenstat      For       For          Management
1.5   Elect Director Michael L. Eskew         For       For          Management
1.6   Elect Director William R. Johnson       For       For          Management
1.7   Elect Director Ann M. Livermore         For       For          Management
1.8   Elect Director Rudy Markham             For       For          Management
1.9   Elect Director John W. Thompson         For       For          Management
1.10  Elect Director Carol B. Tome            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management


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

VERISIGN, INC.

Ticker:       VRSN           Security ID:  92343E102
Meeting Date: MAY 28, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director D. James Bidzos          For       For          Management
1.2   Elect Director William L. Chenevich     For       For          Management
1.3   Elect Director Kathleen A. Cote         For       For          Management
1.4   Elect Director Roger H. Moore           For       For          Management
1.5   Elect Director John D. Roach            For       For          Management
1.6   Elect Director Louis A. Simpson         For       For          Management
1.7   Elect Director Timothy Tomlinson        For       For          Management
2     Ratify Auditors                         For       For          Management


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: OCT 14, 2008   Meeting Type: Special
Record Date:  AUG 27, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Certificate of Incorporation to   For       For          Management
      Declassify the Board of Directors and
      Eliminate Certain Provisions


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: DEC 16, 2008   Meeting Type: Special
Record Date:  NOV 12, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Certificate of Incorporation      For       For          Management


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  FEB 26, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Hani Al-Qadi             For       For          Management
1.2   Elect Director Charles T. Doyle         For       For          Management
1.3   Elect Director Peter Hawkins            For       For          Management
1.4   Elect Director David I. McKay           For       For          Management
1.5   Elect Director Charles W. Scharf        For       For          Management
1.6   Elect Director Segismundo               For       For          Management
      Schulin-Zeuthen
2.1   Elect Director Thomas J. Campbell       For       For          Management
2.2   Elect Director Gary P. Coughlan         For       For          Management
2.3   Elect Director Mary B. Cranston         For       For          Management
2.4   Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
2.5   Elect Director Suzanne Nora Johnson     For       For          Management
2.6   Elect Director Joseph. W. Saunders      For       For          Management
3     Ratify Auditors                         For       For          Management


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 5, 2009    Meeting Type: Annual
Record Date:  APR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Aida M. Alvarez          For       For          Management
2     Elect Director James W. Breyer          For       For          Management
3     Elect Director M. Michele Burns         For       For          Management
4     Elect Director James I. Cash, Jr.       For       For          Management
5     Elect Director Roger C. Corbett         For       For          Management
6     Elect Director Douglas N. Daft          For       For          Management
7     Elect Director Michael T. Duke          For       For          Management
8     Elect Director Gregory B. Penner        For       For          Management
9     Elect Director Allen I. Questrom        For       For          Management
10    Elect Director H. Lee Scott, Jr.        For       For          Management
11    Elect Director Arne M. Sorenson         For       For          Management
12    Elect Director Jim C. Walton            For       For          Management
13    Elect Director S. Robson Walton         For       For          Management
14    Elect Director Christopher J. Williams  For       For          Management
15    Elect Director Linda S. Wolf            For       For          Management
16    Ratify Auditors                         For       For          Management
17    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
18    Pay For Superior Performance            Against   Against      Shareholder
19    Advisory Vote to Ratify Named Executive Against   Against      Shareholder
      Officers' Compensation
20    Report on Political Contributions       Against   Against      Shareholder
21    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
22    Stock Retention/Holding Period          Against   Against      Shareholder


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

WESTERN UNION COMPANY, THE

Ticker:       WU             Security ID:  959802109
Meeting Date: MAY 13, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roberto G. Mendoza       For       For          Management
1.2   Elect Director Michael A. Miles, Jr.    For       For          Management
1.3   Elect Director Dennis Stevenson         For       For          Management
2     Ratify Auditors                         For       For          Management


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

XTO ENERGY INC

Ticker:       XTO            Security ID:  98385X106
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 31, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2.1   Elect Director Phillip R. Kevil         For       For          Management
2.2   Elect Director Herbert D. Simons        For       Against      Management
2.3   Elect Director Vaughn O. Vennerberg II  For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Adopt a Policy in which the Company     Against   Against      Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives

========== END NPX REPORT


                                   SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Registrant: MFS SERIES TRUST II


By (Signature and Title)  MARIA F. DWYER*
                          -------------------------------------------
                          Maria F. Dwyer, Principal Executive Officer

Date: August 26, 2009


*By (Signature and Title) /s/ Susan S. Newton
                          -------------------------------------------
                          Susan S. Newton, as attorney-in-fact

*    Executed by Susan S. Newton on behalf of Maria F. Dwyer pursuant to a Power
     of Attorney dated October 27, 2008. (1)

(1)  Incorporated by reference to MFS Series Trust XIII (File Nos. 2-74959 and
     811-3327) Post-Effective Amendment No. 42 filed with the SEC via EDGAR on
     June 25, 2009.