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                                 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 811-3561

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                     CAPITAL APPRECIATION VARIABLE ACCOUNT
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               (Exact name of registrant as specified in charter)

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

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

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

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                      Date of fiscal year end: December 31

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             Date of reporting period: July 1, 2010 - June 30, 2011

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ITEM 1.  PROXY VOTING RECORD.

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

ICA File Number: 811-03561
Reporting Period: 07/01/2010 - 06/30/2011
Capital Appreciation Variable Account









==================== CAPITAL APPRECIATION VARIABLE ACCOUNT =====================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:  MAR 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Alpern         For       For          Management
1.2   Elect Director Roxanne S. Austin        For       For          Management
1.3   Elect Director W. James Farrell         For       For          Management
1.4   Elect Director H. Laurance Fuller       For       For          Management
1.5   Elect Director Edward M. Liddy          For       For          Management
1.6   Elect Director Phebe N. Novakovic       For       For          Management
1.7   Elect Director William A. Osborn        For       For          Management
1.8   Elect Director Samuel C. Scott III      For       For          Management
1.9   Elect Director Glenn F. Tilton          For       For          Management
1.10  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Adopt Policy on Pharmaceutical Price    Against   Against      Shareholder
      Restraint


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ACCENTURE PLC

Ticker:       CSA            Security ID:  G1151C101
Meeting Date: FEB 03, 2011   Meeting Type: Annual
Record Date:  DEC 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Reelect Charles H. Giancarlo as a       For       For          Management
      Director
3     Reelect Dennis F. Hightower as a        For       For          Management
      Director
4     Reelect Blythe J. McGarvie as a         For       For          Management
      Director
5     Reelect Mark Moody-Stuart as a Director For       For          Management
6     Reelect Pierre Nanterme as a Director   For       For          Management
7     Ratify Auditors                         For       For          Management
8     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
9     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
10    Authorize the Holding of the 2012 AGM   For       For          Management
      at a Location Outside Ireland
11    Authorize Open-Market Purchases of      For       For          Management
      Class A Ordinary Shares
12    Determine the Price Range at which      For       For          Management
      Accenture Plc can Re-issue Shares that
      it Acquires as Treasury Stock


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ALLERGAN, INC.

Ticker:       AGN            Security ID:  018490102
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Deborah Dunsire          For       For          Management
2     Elect Director Trevor M. Jones          For       For          Management
3     Elect Director Louis J. Lavigne, Jr.    For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
7     Approve Executive Incentive Bonus Plan  For       For          Management
8     Approve Omnibus Stock Plan              For       Against      Management
9     Declassify the Board of Directors       For       For          Management


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2011   Meeting Type: Annual
Record Date:  DEC 27, 2010

#     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 Arthur D. Levinson       For       For          Management
1.7   Elect Director Ronald D. Sugar          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Adopt Policy on Succession Planning     Against   Against      Shareholder
6     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors


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ASML HOLDING NV

Ticker:       ASML           Security ID:  N07059186
Meeting Date: APR 20, 2011   Meeting Type: Annual
Record Date:  MAR 23, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Discuss the Company's Business and      None      None         Management
      Finacial Situation
3     Approve Financial Statements and        For       For          Management
      Statutory Reports
4     Approve Discharge of Management Board   For       For          Management
5     Approve Discharge of Supervisory Board  For       For          Management
6     Receive Explanation on Company's        None      None         Management
      Reserves and Dividend Policy
7     Approve Dividends of EUR 0.40 Per Share For       For          Management
8     Amend Articles Re: Legislative Changes  For       For          Management
9     Approve the Numbers of Stock Options,   For       For          Management
      Respectively Shares for Employees
10a   Reelect W.T. Siegle  to Supervisory     For       For          Management
      Board
10b   Reelect J.W.B. Westerburgen to          For       For          Management
      Supervisory Board
11    Announcement of Retirement of           None      None         Management
      Supervisory Board Members O. Bilous,
      F.W. Froehlich, A.P.M. van der Poel by
      Rotation in 2012.
12    Approve Remuneration of Supervisory     For       For          Management
      Board
13a   Grant Board Authority to Issue Shares   For       For          Management
      Up to 5 Percent of Issued Capital
13b   Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 13a
13c   Grant Board Authority to Issue          For       For          Management
      Additional Shares of up to 5 Percent in
      Case of Takeover/Merger
13d   Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 13c
14    Authorize Repurchase Shares             For       For          Management
15    Authorize Cancellation of Repurchased   For       For          Management
      Shares
16    Authorize Additionnal Cancellation of   For       For          Management
      Repurchased Shares
17    Other Business                          None      None         Management
18    Close Meeting                           None      None         Management


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AUTODESK, INC.

Ticker:       ADSK           Security ID:  052769106
Meeting Date: JUN 16, 2011   Meeting Type: Annual
Record Date:  APR 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carl Bass                For       For          Management
2     Elect Director Crawford W. Beveridge    For       For          Management
3     Elect Director J. Hallam Dawson         For       For          Management
4     Elect Director Per-Kristian Halvorsen   For       For          Management
5     Elect Director Sean M. Maloney          For       For          Management
6     Elect Director Mary T. McDowell         For       For          Management
7     Elect Director Lorrie M. Norrington     For       For          Management
8     Elect Director Charles J. Robel         For       For          Management
9     Elect Director Steven M. West           For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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AUTOMATIC DATA PROCESSING, INC.

Ticker:       ADP            Security ID:  053015103
Meeting Date: NOV 09, 2010   Meeting Type: Annual
Record Date:  SEP 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory D. Brenneman     For       For          Management
1.2   Elect Director Leslie A. Brun           For       For          Management
1.3   Elect Director Gary C. Butler           For       For          Management
1.4   Elect Director Leon G. Cooperman        For       For          Management
1.5   Elect Director Eric C. Fast             For       For          Management
1.6   Elect Director Linda R. Gooden          For       For          Management
1.7   Elect Director R. Glenn Hubbard         For       For          Management
1.8   Elect Director John P. Jones            For       For          Management
1.9   Elect Director Sharon T. Rowlands       For       For          Management
1.10  Elect Director Enrique T. Salem         For       For          Management
1.11  Elect Director Gregory L. Summe         For       For          Management
2     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
3     Ratify Auditors                         For       For          Management


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BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: FEB 01, 2011   Meeting Type: Annual
Record Date:  DEC 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Basil L. Anderson        For       For          Management
1.2   Elect Director Henry P. Becton, Jr.     For       For          Management
1.3   Elect Director Edward F. Degraan        For       For          Management
1.4   Elect Director C.M. Fraser-Liggett      For       For          Management
1.5   Elect Director Christopher Jones        For       For          Management
1.6   Elect Director Marshall O. Larsen       For       For          Management
1.7   Elect Director Edward J. Ludwig         For       For          Management
1.8   Elect Director Adel A.F. Mahmoud        For       For          Management
1.9   Elect Director Gary A. Mecklenburg      For       For          Management
1.10  Elect Director Cathy E. Minehan         For       For          Management
1.11  Elect Director James F. Orr             For       For          Management
1.12  Elect Director Willard J. Overlock, Jr  For       For          Management
1.13  Elect Director Bertram L. Scott         For       For          Management
1.14  Elect Director Alfred Sommer            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   None      One Year     Management
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
6     Provide for Cumulative Voting           Against   Against      Shareholder


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BHP BILLITON LIMITED (FORMERLY BHP LTD.)

Ticker:       BHP            Security ID:  088606108
Meeting Date: NOV 16, 2010   Meeting Type: Annual
Record Date:  SEP 17, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve the Financial Statements and    For       For          Management
      Statutory Reports for the Financial
      Year Ended June 30, 2010
2     Elect John Buchanan as a Director of    For       For          Management
      BHP Billiton Ltd and BHP Billiton Plc
3     Elect David Crawford as a Director of   For       For          Management
      BHP Billiton Ltd and BHP Billiton Plc
4     Elect Keith Rumble as a Director of BHP For       For          Management
      Billiton Ltd and BHP Billiton Plc
5     Elect John Schubert as a Director of    For       For          Management
      BHP Billiton Ltd and BHP Billiton Plc
6     Elect Jacques Nasser as a Director of   For       For          Management
      BHP Billiton Ltd and BHP Billiton Plc
7     Elect Malcolm Broomhead as a Director   For       For          Management
      of BHP Billiton Ltd and BHP Billiton
      Plc
8     Elect Carolyn Hewson as a Director of   For       For          Management
      BHP Billiton Ltd and BHP Billiton Plc
9     Appoint KPMG Audit Plc as Auditors of   For       For          Management
      BHP Billiton Plc
10    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights Up to an Amount of
      $277.98 Million
11    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities without
      Preemptive Rights Up to an Aggregate
      Nominal Amount of $55.78 Million
12    Approve the Repurchase of Up to 223.11  For       For          Management
      Million Shares in BHP Billiton Plc
13    Approve the Remuneration Report for the For       For          Management
      Fiscal Year Ended June 30, 2010
14    Approve the Amendments to the BHP       For       For          Management
      Billiton Ltd Long Term Incentive Plan
      and to the BHP Billiton Plc Long Term
      Incentive Plan
15    Approve the Grant of Deferred Shares    For       For          Management
      and Options Under the BHP Billiton Ltd
      Group Incentive Scheme and Performance
      Shares Under the BHP Billiton Ltd Long
      Term Incentive Plan to Marius Kloppers,
      Executive Director
16    Approve the Amendments to Constitution  For       For          Management
      of BHP Billiton Ltd
17    Approve the Amendments to the Articles  For       For          Management
      of Association of BHP Billiton Plc


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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

Ticker:       CPW            Security ID:  M22465104
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  APR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Gil Shwed as Director             For       For          Management
1.2   Elect Marius Nacht as Director          For       For          Management
1.3   Elect Jerry Ungerman as Director        For       For          Management
1.4   Elect Dan Propper as Director           For       For          Management
1.5   Elect David Rubner as Director          For       For          Management
1.6   Elect Tal Shavit as Director            For       For          Management
2.1   Elect Ray Rothrock as External Director For       For          Management
2.2   Elect Irwin Federman as External        For       For          Management
      Director
3     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration
4     Amend Compensation of Directors         For       For          Management
5     Approve Grant of Options to Executive   For       For          Management
      Director


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  APR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director L.F. Deily               For       For          Management
2     Elect Director R.E. Denham              For       For          Management
3     Elect Director R.J. Eaton               For       For          Management
4     Elect Director C. Hagel                 For       For          Management
5     Elect Director E. Hernandez             For       For          Management
6     Elect Director G.L. Kirkland            For       For          Management
7     Elect Director D.B. Rice                For       For          Management
8     Elect Director K.W. Sharer              For       For          Management
9     Elect Director C.R. Shoemate            For       For          Management
10    Elect Director J.G. Stumpf              For       For          Management
11    Elect Director R.D. Sugar               For       For          Management
12    Elect Director C. Ware                  For       For          Management
13    Elect Director J.S. Watson              For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
17    Request Director Nominee with           Against   Against      Shareholder
      Environmental Qualifications
18    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Human Rights
19    Include Sustainability as a Performance Against   Against      Shareholder
      Measure for Senior Executive
      Compensation
20    Adopt Guidelines for Country Selection  Against   Against      Shareholder
21    Report on Financial Risks of Climate    Against   Against      Shareholder
      Change
22    Report on Environmental Impacts of      Against   For          Shareholder
      Natural Gas Fracturing
23    Report on Offshore Oil Wells and Spill  Against   Against      Shareholder
      Mitigation Measures


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CHURCH & DWIGHT CO., INC.

Ticker:       CHD            Security ID:  171340102
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jose B. Alvarez          For       For          Management
1.2   Elect Director James R. Craigie         For       For          Management
1.3   Elect Director Rosina B. Dixon          For       For          Management
1.4   Elect Director Robert D. LeBlanc        For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 18, 2010   Meeting Type: Annual
Record Date:  SEP 20, 2010

#     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 Arun Sarin               For       For          Management
12    Elect Director Steven M. West           For       For          Management
13    Elect Director Jerry Yang               For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Ratify Auditors                         For       For          Management
16    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability
17    Report on Internet Fragmentation        Against   Against      Shareholder
18    Adopt Policy Prohibiting Sale of        Against   Against      Shareholder
      Products in China if they Contribute to
      Human Rights Abuses


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CME GROUP INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: JUN 08, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Craig S. Donohue         For       Withhold     Management
1.2   Elect Director Timothy S. Bitsberger    For       Withhold     Management
1.3   Elect Director Jackie M. Clegg          For       For          Management
1.4   Elect Director James A. Donaldson       For       Withhold     Management
1.5   Elect Director J. Dennis Hastert        For       For          Management
1.6   Elect Director William P. Miller II     For       For          Management
1.7   Elect Director Terry L. Savage          For       For          Management
1.8   Elect Director Christopher Stewart      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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COLGATE-PALMOLIVE COMPANY

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John T. Cahill           For       For          Management
2     Elect Director Ian Cook                 For       For          Management
3     Elect Director Helene D. Gayle          For       For          Management
4     Elect Director Ellen M. Hancock         For       For          Management
5     Elect Director Joseph Jimenez           For       For          Management
6     Elect Director Richard J. Kogan         For       For          Management
7     Elect Director Delano E. Lewis          For       For          Management
8     Elect Director J. Pedro Reinhard        For       For          Management
9     Elect Director Stephen I. Sadove        For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   Two Years One Year     Management
13    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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CVS CAREMARK CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edwin M. Banks           For       For          Management
2     Elect Director C. David Brown II        For       For          Management
3     Elect Director David W. Dorman          For       For          Management
4     Elect Director Anne M. Finucane         For       For          Management
5     Elect Director Kristen Gibney Williams  For       For          Management
6     Elect Director Marian L. Heard          For       For          Management
7     Elect Director Larry J. Merlo           For       For          Management
8     Elect Director Jean-Pierre Millon       For       For          Management
9     Elect Director Terrence Murray          For       For          Management
10    Elect Director C.A. Lance Piccolo       For       For          Management
11    Elect Director Richard J. Swift         For       For          Management
12    Elect Director Tony L. White            For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Report on Political Contributions       Against   For          Shareholder
17    Provide Right to Act by Written Consent Against   For          Shareholder


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DANAHER CORPORATION

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director H. Lawrence Culp, Jr.    For       For          Management
1.2   Elect Director Mitchell P. Rales        For       For          Management
1.3   Elect Director Elias A. Zerhouni        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Provide Right to Call Special Meeting   For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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DANONE

Ticker:       BN             Security ID:  F12033134
Meeting Date: APR 28, 2011   Meeting Type: Annual/Special
Record Date:  APR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.30 per Share
4     Ratify Appointment of Yoshihiro         For       For          Management
      Kawabata as Director
5     Reelect Bruno Bonnell as Director       For       For          Management
6     Reelect Bernard Hours as Director       For       For          Management
7     Reelect Yoshihiro Kawabata as Director  For       For          Management
8     Reelect Jacques Vincent as Director     For       For          Management
9     Elect Isabelle Seillier as Director     For       For          Management
10    Elect Jean-Michel Severino as Director  For       For          Management
11    Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
12    Approve Agreement with Bernard Hours    For       For          Management
13    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
14    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 56.5 Million
15    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 37.8 Million
16    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
17    Authorize Capital Increase of Up to EUR For       For          Management
      24 Million for Future Exchange Offers
18    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
19    Authorize Capitalization of Reserves of For       For          Management
      Up to EUR 41.6 Million for Bonus Issue
      or Increase in Par Value
20    Approve Employee Stock Purchase Plan    For       For          Management
21    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
22    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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DENTSPLY INTERNATIONAL INC.

Ticker:       XRAY           Security ID:  249030107
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael C. Alfano        For       For          Management
1.2   Elect Director Eric K. Brandt           For       For          Management
1.3   Elect Director William F. Hecht         For       For          Management
1.4   Elect Director Francis J. Lunger        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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DIAGEO PLC

Ticker:       DGE            Security ID:  G42089113
Meeting Date: OCT 14, 2010   Meeting Type: Annual
Record Date:  OCT 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend                  For       For          Management
4     Re-elect Peggy Bruzelius as Director    For       For          Management
5     Re-elect Laurence Danon as Director     For       For          Management
6     Re-elect Betsy Holden as Director       For       For          Management
7     Re-elect Lord (Clive) Hollick of        For       For          Management
      Notting Hill as Director
8     Re-elect Franz Humer as Director        For       For          Management
9     Re-elect Philip Scott as Director       For       For          Management
10    Re-elect Todd Stitzer as Director       For       For          Management
11    Re-elect Paul Walker as Director        For       For          Management
12    Re-elect Paul Walsh as Director         For       For          Management
13    Elect Lord (Mervyn) Davies of Abersoch  For       For          Management
      as Director
14    Elect Deirdre Mahlan as Director        For       For          Management
15    Reappoint KPMG Audit plc as Auditors    For       For          Management
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase               For       For          Management
20    Authorise EU Political Donations and    For       For          Management
      Expenditure
21    Amend Diageo 2001 Share Incentive Plan  For       For          Management
22    Approve Diageo 2010 Sharesave Plan      For       For          Management
23    Authorise the Company to Establish      For       For          Management
      International Share Plans
24    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

DIRECTV

Ticker:       DTV            Security ID:  25490A101
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David B. Dillon          For       For          Management
1.2   Elect Director Samuel A. DiPiazza, Jr.  For       For          Management
1.3   Elect Director Lorrie M. Norrington     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Authorized Class B Shares,       For       For          Management
      Eliminate Class C Common Stock and
      Deletion of Rights to Call Special
      Meetings to Certain Stockholders
4     Declassify the Board of Directors       For       For          Management
5     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
6     Provide Right to Call Special Meeting   For       For          Management
7     Adopt the Jurisdiction of Incorporation For       For          Management
      as the Exclusive Forum for Certain
      Disputes
8     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
9     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

EBAY INC.

Ticker:       EBAY           Security ID:  278642103
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Fred D. Anderson         For       For          Management
2     Elect Director Edward W. Barnholt       For       Against      Management
3     Elect Director Scott D. Cook            For       For          Management
4     Elect Director John J. Donahoe          For       Against      Management
5     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Ratify Auditors                         For       For          Management
8     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     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 James S. DiStasio        For       For          Management
6     Elect Director John R. Egan             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 Omnibus Stock Plan                For       Against      Management
14    Provide Right to Call Special Meeting   For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  APR 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director P. Brabeck-Letmathe      For       For          Management
1.3   Elect Director L.R. Faulkner            For       For          Management
1.4   Elect Director J.S. Fishman             For       For          Management
1.5   Elect Director K.C. Frazier             For       For          Management
1.6   Elect Director W.W. George              For       For          Management
1.7   Elect Director M.C. Nelson              For       For          Management
1.8   Elect Director S.J. Palmisano           For       For          Management
1.9   Elect Director S.S. Reinemund           For       For          Management
1.10  Elect Director R.W. Tillerson           For       For          Management
1.11  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Political Contributions       Against   For          Shareholder
7     Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
8     Adopt Policy on Human Right to Water    Against   Against      Shareholder
9     Report on Environmental Impact of Oil   Against   For          Shareholder
      Sands Operations in Canada
10    Report on Environmental Impacts of      Against   For          Shareholder
      Natural Gas Fracturing
11    Report on Energy Technologies           Against   Against      Shareholder
      Development
12    Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: MAR 15, 2011   Meeting Type: Annual
Record Date:  JAN 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Samuel H. Armacost       For       For          Management
2     Elect Director Charles Crocker          For       For          Management
3     Elect Director Joseph R. Hardiman       For       For          Management
4     Elect Director Charles B. Johnson       For       For          Management
5     Elect Director Gregory E. Johnson       For       For          Management
6     Elect Director Rupert H. Johnson, Jr.   For       For          Management
7     Elect Director Mark C. Pigott           For       For          Management
8     Elect Director Chutta Ratnathicam       For       For          Management
9     Elect Director Peter M. Sacerdote       For       For          Management
10    Elect Director Laura Stein              For       For          Management
11    Elect Director Anne M. Tatlock          For       For          Management
12    Elect Director Geoffrey Y. Yang         For       For          Management
13    Ratify Auditors                         For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 02, 2011   Meeting Type: Annual
Record Date:  APR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry Page               For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Eric E. Schmidt          For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director John L. Hennessy         For       For          Management
1.6   Elect Director Ann Mather               For       For          Management
1.7   Elect Director Paul S. Otellini         For       For          Management
1.8   Elect Director K. Ram Shriram           For       For          Management
1.9   Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
6     Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability
7     Reduce Supermajority Vote Requirement   Against   For          Shareholder
8     Report on Code of Conduct Compliance    Against   Against      Shareholder


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

HESS CORPORATION

Ticker:       HES            Security ID:  42809H107
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director E.E. Holiday             For       For          Management
2     Elect Director J.H. Mullin              For       For          Management
3     Elect Director F.B. Walker              For       For          Management
4     Elect Director R.N. Wilson              For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Ratify Auditors                         For       For          Management
8     Amend Executive Incentive Bonus Plan    For       For          Management


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

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 23, 2011   Meeting Type: Annual
Record Date:  JAN 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director M. L. Andreessen         For       For          Management
2     Elect Director L. Apotheker             For       Against      Management
3     Elect Director L.T. Babbio, Jr.         For       Against      Management
4     Elect Director S.M. Baldauf             For       Against      Management
5     Elect Director S. Banerji               For       For          Management
6     Elect Director R.L. Gupta               For       Against      Management
7     Elect Director J.H. Hammergren          For       Against      Management
8     Elect Director R.J. Lane                For       For          Management
9     Elect Director  G.M. Reiner             For       For          Management
10    Elect Director P.F. Russo               For       For          Management
11    Elect Director D. Senequier             For       For          Management
12    Elect Director G.K. Thompson            For       Against      Management
13    Elect Director M.C. Whitman             For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
17    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
18    Amend Executive Incentive Bonus Plan    For       For          Management


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

INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  FEB 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director A. J. P. Belda           For       For          Management
2     Elect Director W. R. Brody              For       For          Management
3     Elect Director K. I. Chenault           For       For          Management
4     Elect Director M. L. Eskew              For       For          Management
5     Elect Director S. A. Jackson            For       For          Management
6     Elect Director A. N. Liveris            For       For          Management
7     Elect Director W. J. McNerney, Jr.      For       For          Management
8     Elect Director J. W. Owens              For       For          Management
9     Elect Director S. J. Palmisano          For       For          Management
10    Elect Director J. E. Spero              For       For          Management
11    Elect Director S. Taurel                For       For          Management
12    Elect Director L. H. Zambrano           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
16    Provide for Cumulative Voting           Against   Against      Shareholder
17    Report on Political Contributions       Against   For          Shareholder
18    Report on Lobbying Expenses             Against   For          Shareholder


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Sue Coleman         For       For          Management
2     Elect Director James G. Cullen          For       For          Management
3     Elect Director Ian E.L. Davis           For       For          Management
4     Elect Director Michael M.e. Johns       For       For          Management
5     Elect Director Susan L. Lindquist       For       For          Management
6     Elect Director Anne M. Mulcahy          For       For          Management
7     Elect Director Leo F. Mullin            For       For          Management
8     Elect Director William D. Perez         For       For          Management
9     Elect Director Charles Prince           For       For          Management
10    Elect Director David Satcher            For       For          Management
11    Elect Director William C. Weldon        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Adopt Policy to Restrain Pharmaceutical Against   Against      Shareholder
      Price Increases
16    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination Based on Applicant's
      Health Status
17    Adopt Animal-Free Training Methods      Against   Against      Shareholder


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

KOHL'S CORPORATION

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 09, 2011

#     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 Frank V. Sica            For       For          Management
8     Elect Director Peter M. Sommerhauser    For       For          Management
9     Elect Director Stephanie A. Streeter    For       For          Management
10    Elect Director Nina G. Vaca             For       For          Management
11    Elect Director Stephen E. Watson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Director Elections
14    Reduce Supermajority Vote Requirement   For       For          Management
15    Amend Executive Incentive Bonus Plan    For       For          Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
18    Provide Right to Act by Written Consent Against   For          Shareholder
19    Adopt Policy on Succession Planning     Against   Against      Shareholder


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

KUEHNE & NAGEL INTERNATIONAL AG

Ticker:       KNIN           Security ID:  H4673L145
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAY 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       Did Not Vote Management
      Statutory Reports
2     Approve Allocation of Income and        For       Did Not Vote Management
      Dividends of CHF 2.75 per Share from
      Balance Sheet Profit and CHF 1.50 per
      Share from Capital Contribution
      Reserves
3     Approve Discharge of Board and Senior   For       Did Not Vote Management
      Management
4a    Reelect Juergen Fitschen as Director    For       Did Not Vote Management
4b    Reelect Karl Gernandt as Director       For       Did Not Vote Management
4c    Reelect Hans-Joerg Hager as Director    For       Did Not Vote Management
4d    Reelect Klaus-Michael Kuehne as         For       Did Not Vote Management
      Director
4e    Reelect Hans Lerch as Director          For       Did Not Vote Management
4f    Reelect Wolfgang Peiner as Director     For       Did Not Vote Management
4g    Reelect Thomas Staehelin as Director    For       Did Not Vote Management
4h    Reelect Joerg Wolle as Director         For       Did Not Vote Management
4i    Reelect Bernd Wrede as Director         For       Did Not Vote Management
4j    Elect Renato Fassbind as Director       For       Did Not Vote Management
5     Ratify KPMG as Auditors                 For       Did Not Vote Management


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

LVMH MOET HENNESSY LOUIS VUITTON

Ticker:       MC             Security ID:  F58485115
Meeting Date: MAR 31, 2011   Meeting Type: Annual/Special
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
3     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
4     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.10 per Share
5     Elect Delphine Arnault as Director      For       For          Management
6     Elect Nicolas Bazire as Director        For       For          Management
7     Elect Antonio Belloni as Director       For       For          Management
8     Elect Charles de Croisset as Director   For       For          Management
9     Elect Diego Della Valle as Director     For       For          Management
10    Elect Pierre Gode as Director           For       For          Management
11    Elect Gilles Hennessy as Director       For       For          Management
12    Elect Marie-Josee Kravis as Director    For       For          Management
13    Appoint Patrick Houel as Censor         For       For          Management
14    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
15    Authorize Capitalization of Reserves of For       For          Management
      Up to EUR 50 Million for Bonus Issue or
      Increase in Par Value
16    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
17    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 50 Million
18    Authorize Issuance of Equity or         For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 50 Million
19    Approve Issuance of Shares up to 20     For       Against      Management
      Percent of Issued Capital Per Year for
      a Private Placement up to EUR 50
      Million Reserved for Qualified
      Investors or Restricted Number of
      Investors
20    Authorize Board to Set Issue Price for  For       Against      Management
      10 Percent Per Year of Issued Capital
      Pursuant to Issue Authority without
      Preemptive Rights under Items 18 and 19
      Above
21    Authorize Board to Increase Capital in  For       Against      Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
22    Authorize Capital Increase of Up to EUR For       Against      Management
      50 Million for Future Exchange Offers
23    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
24    Approve Employee Stock Purchase Plan    For       For          Management
25    Set Total Limit for Capital Increase to For       For          Management
      Result from All Issuance Requests Above
      at EUR 50 Million
26    Authorize up to 1 Percent of Issued     For       For          Management
      Capital for Use in Restricted Stock
      Plan


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

MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: SEP 21, 2010   Meeting Type: Annual
Record Date:  JUL 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2     Reduce Supermajority Vote Requirement   For       For          Management
3     Amend Board Qualifications              For       For          Management
4     Amend Stock Ownership Limitations       For       For          Management
5     Adjourn Meeting                         For       For          Management
6.1   Elect Director Nancy J. Karch           For       For          Management
6.2   Elect Director Jose Octavio Reyes       For       For          Management
      Lagunes
6.3   Elect Director Edward Suning Tian       For       For          Management
6.4   Elect Director Silvio Barzi             For       For          Management
7     Approve Executive Incentive Bonus Plan  For       For          Management
8     Ratify Auditors                         For       For          Management


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

MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 07, 2011   Meeting Type: Annual
Record Date:  APR 13, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Marc Olivie              For       For          Management
2     Elect Director Rima Qureshi             For       For          Management
3     Elect Director Mark Schwartz            For       For          Management
4     Elect Director Jackson P. Tai           For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Ratify Auditors                         For       For          Management


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

MEAD JOHNSON NUTRITION COMPANY

Ticker:       MJN            Security ID:  582839106
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen W. Golsby        For       For          Management
1.2   Elect Director Steven M. Altschuler     For       For          Management
1.3   Elect Director Howard B. Bernick        For       For          Management
1.4   Elect Director Kimberly A. Casiano      For       For          Management
1.5   Elect Director Anna C. Catalano         For       For          Management
1.6   Elect Director Celeste A. Clark         For       For          Management
1.7   Elect Director James M. Cornelius       For       For          Management
1.8   Elect Director Peter G. Ratcliffe       For       For          Management
1.9   Elect Director Elliott Sigal            For       For          Management
1.10  Elect Director Robert S. Singer         For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

MEDCO HEALTH SOLUTIONS, INC.

Ticker:       MHS            Security ID:  58405U102
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Howard W. Barker, Jr.    For       For          Management
2     Elect Director John L. Cassis           For       For          Management
3     Elect Director Michael Goldstein        For       For          Management
4     Elect Director Charles M. Lillis        For       For          Management
5     Elect Director Myrtle S. Potter         For       For          Management
6     Elect Director William L. Roper         For       For          Management
7     Elect Director David B. Snow, Jr.       For       For          Management
8     Elect Director David D. Stevens         For       For          Management
9     Elect Director Blenda J. Wilson         For       For          Management
10    Ratify Auditors                         For       For          Management
11    Reduce Supermajority Vote Requirement   For       For          Management
12    Amend Omnibus Stock Plan                For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Stock Retention/Holding Period          Against   Against      Shareholder


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 25, 2010   Meeting Type: Annual
Record Date:  JUN 28, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard H. Anderson      For       For          Management
1.2   Elect Director David L. Calhoun         For       For          Management
1.3   Elect Director Victor J. Dzau           For       For          Management
1.4   Elect Director William A. Hawkins       For       For          Management
1.5   Elect Director Shirley A. Jackson       For       For          Management
1.6   Elect Director James T. Lenehan         For       For          Management
1.7   Elect Director Denise M. O'Leary        For       For          Management
1.8   Elect Director Kendall J. Powell        For       For          Management
1.9   Elect Director Robert C. Pozen          For       For          Management
1.10  Elect Director Jean-Pierre Rosso        For       For          Management
1.11  Elect Director Jack W. Schuler          For       For          Management
2     Ratify Auditors                         For       For          Management


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

MICROCHIP TECHNOLOGY INCORPORATED

Ticker:       MCHP           Security ID:  595017104
Meeting Date: AUG 20, 2010   Meeting Type: Annual
Record Date:  JUN 21, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steve Sanghi             For       For          Management
1.2   Elect Director Albert J. Hugo-Martinez  For       For          Management
1.3   Elect Director L.B. Day                 For       For          Management
1.4   Elect Director Matthew W. Chapman       For       For          Management
1.5   Elect Director Wade F. Meyercord        For       For          Management
2     Ratify Auditors                         For       For          Management


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

MONSANTO COMPANY

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 25, 2011   Meeting Type: Annual
Record Date:  NOV 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Laura K. Ipsen           For       For          Management
2     Elect Director William U. Parfet        For       For          Management
3     Elect Director George H. Poste          For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
7     Amend Executive Incentive Bonus Plan    For       For          Management


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

MSCI INC.

Ticker:       MSCI           Security ID:  55354G100
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Benjamin F. duPont       For       For          Management
2     Elect Director Henry A. Fernandez       For       For          Management
3     Elect Director Alice W. Handy           For       For          Management
4     Elect Director Catherine R. Kinney      For       For          Management
5     Elect Director Linda H. Riefler         For       For          Management
6     Elect Director George W. Siguler        For       For          Management
7     Elect Director Scott M. Sipprelle       For       For          Management
8     Elect Director Patrick Tierney          For       For          Management
9     Elect Director Rodolphe M. Vallee       For       For          Management
10    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
12    Ratify Auditors                         For       For          Management


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

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert E. Beauchamp      For       For          Management
2     Elect Director Jeffery A. Smisek        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Declassify the Board of Directors       For       For          Management
7     Increase Authorized Common Stock        For       For          Management
8     Report on Political Contributions       Against   For          Shareholder


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

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 20, 2010   Meeting Type: Annual
Record Date:  JUL 26, 2010

#     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 John C. Lechleiter       For       For          Management
1.4   Elect Director Phyllis M. Wise          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


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

OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  APR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John D. Wren             For       For          Management
2     Elect Director Bruce Crawford           For       For          Management
3     Elect Director Alan R. Batkin           For       For          Management
4     Elect Director Robert Charles Clark     For       For          Management
5     Elect Director Leonard S. Coleman, Jr.  For       For          Management
6     Elect Director Errol M. Cook            For       For          Management
7     Elect Director Susan S. Denison         For       For          Management
8     Elect Director Michael A. Henning       For       For          Management
9     Elect Director John R. Murphy           For       For          Management
10    Elect Director John R. Purcell          For       For          Management
11    Elect Director Linda Johnson Rice       For       For          Management
12    Elect Director Gary L. Roubos           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Provide Right to Act by Written Consent For       For          Management
15    Reduce Supermajority Vote Requirement   For       For          Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 06, 2010   Meeting Type: Annual
Record Date:  AUG 09, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       Withhold     Management
1.2   Elect Director H. Raymond Bingham       For       For          Management
1.3   Elect Director Michael J. Boskin        For       For          Management
1.4   Elect Director Safra A. Catz            For       For          Management
1.5   Elect Director Bruce R. Chizen          For       For          Management
1.6   Elect Director George H. Conrades       For       For          Management
1.7   Elect Director Lawrence J. Ellison      For       Withhold     Management
1.8   Elect Director Hector Garcia-Molina     For       Withhold     Management
1.9   Elect Director Jeffrey O. Henley        For       For          Management
1.10  Elect Director Mark V. Hurd             For       For          Management
1.11  Elect Director Donald L. Lucas          For       For          Management
1.12  Elect Director Naomi O. Seligman        For       Withhold     Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Ratify Auditors                         For       For          Management
5     Establish Board Committee on            Against   Against      Shareholder
      Sustainability
6     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors
7     Stock Retention/Holding Period          Against   Against      Shareholder


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

PATTERSON COMPANIES, INC.

Ticker:       PDCO           Security ID:  703395103
Meeting Date: SEP 13, 2010   Meeting Type: Annual
Record Date:  JUL 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John D. Buck             For       For          Management
1.2   Elect Director Peter L. Frechette       For       For          Management
1.3   Elect Director Charles Reich            For       For          Management
1.4   Elect Director Brian S. Tyler           For       For          Management
1.5   Elect Director Scott P. Anderson        For       For          Management
2     Ratify Auditors                         For       For          Management


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     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    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
15    Ratify Auditors                         For       For          Management
16    Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
17    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
18    Report on Political Contributions       Against   Against      Shareholder


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen F. Angel         For       For          Management
1.2   Elect Director Oscar Bernardes          For       For          Management
1.3   Elect Director Nance K. Dicciani        For       For          Management
1.4   Elect Director Edward G. Galante        For       For          Management
1.5   Elect Director Claire W. Gargalli       For       For          Management
1.6   Elect Director Ira D. Hall              For       For          Management
1.7   Elect Director Raymond W. LeBoeuf       For       For          Management
1.8   Elect Director Larry D. McVay           For       For          Management
1.9   Elect Director Wayne T. Smith           For       For          Management
1.10  Elect Director Robert L. Wood           For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Ratify Auditors                         For       For          Management


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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 10, 2010   Meeting Type: Annual
Record Date:  JUN 14, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel J. Murphy         For       For          Management
1.2   Elect Director Steven G. Rothmeier      For       For          Management
1.3   Elect Director Richard L. Wambold       For       For          Management
1.4   Elect Director Timothy A. Wicks         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       Against   For          Shareholder


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

SAMSUNG ELECTRONICS CO. LTD.

Ticker:       005930         Security ID:  796050888
Meeting Date: MAR 18, 2011   Meeting Type: Annual
Record Date:  DEC 31, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Appropriation of Income and     For       For          Management
      Dividends of KRW 5,000 per Common Share
      and KRW 5,050 per Preferred Share
2     Approve Total Remuneration of Inside    For       For          Management
      Directors and Outside Directors


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 06, 2011   Meeting Type: Annual
Record Date:  FEB 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Philippe Camus           For       Did Not Vote Management
1.2   Elect Director Peter L.S. Currie        For       Did Not Vote Management
1.3   Elect Director Andrew Gould             For       Did Not Vote Management
1.4   Elect Director Tony Isaac               For       Did Not Vote Management
1.5   Elect Director K. Vaman Kamath          For       Did Not Vote Management
1.6   Elect Director Nikolay Kudryavtsev      For       Did Not Vote Management
1.7   Elect Director Adrian Lajous            For       Did Not Vote Management
1.8   Elect Director Michael E. Marks         For       Did Not Vote Management
1.9   Elect Director Elizabeth Moler          For       Did Not Vote Management
1.10  Elect Director Leo Rafael Reif          For       Did Not Vote Management
1.11  Elect Director Tore I. Sandvold         For       Did Not Vote Management
1.12  Elect Director Henri Seydoux            For       Did Not Vote Management
1.13  Elect Director Paal Kibsgaard           For       Did Not Vote Management
1.14  Elect Director Lubna S. Olayan          For       Did Not Vote Management
2     Advisory Vote to Ratify Named Executive For       Did Not Vote Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Two Years Did Not Vote Management
4     Increase Authorized Common Stock        For       Did Not Vote Management
5     Adopt Plurality Voting for Contested    For       Did Not Vote Management
      Election of Directors
6     Adopt and Approve Financials and        For       Did Not Vote Management
      Dividends
7     Ratify PricewaterhouseCoopers LLP as    For       Did Not Vote Management
      Auditors


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

SENSATA TECHNOLOGIES HOLDING N.V.

Ticker:       9ST            Security ID:  N7902X106
Meeting Date: MAY 10, 2011   Meeting Type: Special
Record Date:  APR 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports for Fiscal Year 2010
2     Approve Financial Statements and        For       For          Management
      Statutory Reports for Fiscal Year 2009
3     Approve Discharge of Board              For       For          Management
4     Grant Board Authority to Repurchase     For       For          Management
      Shares
5     Grant Board Authority to Issue Shares   For       Against      Management
      and Limit/Exclude Preemptive Rights for
      Five Years
6     Amend Articles Re: Board Related        For       For          Management


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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard R. Devenuti      For       For          Management
2     Elect Director Thomas H. Garrett, III   For       For          Management
3     Elect Director Wendy L. Yarno           For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   None      One Year     Management
6     Amend Omnibus Stock Plan                For       Against      Management
7     Declassify the Board of Directors       None      For          Shareholder
8     Ratify Auditors                         For       For          Management


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

STAPLES, INC.

Ticker:       SPLS           Security ID:  855030102
Meeting Date: JUN 07, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Basil L. Anderson        For       For          Management
2     Elect Director Arthur M. Blank          For       For          Management
3     Elect Director Mary Elizabeth Burton    For       Against      Management
4     Elect Director Justin King              For       For          Management
5     Elect Director Carol Meyrowitz          For       Against      Management
6     Elect Director Rowland T. Moriarty      For       For          Management
7     Elect Director Robert C. Nakasone       For       Against      Management
8     Elect Director Ronald L. Sargent        For       Against      Management
9     Elect Director Elizabeth A. Smith       For       For          Management
10    Elect Director Robert E. Sulentic       For       For          Management
11    Elect Director Vijay Vishwanath         For       For          Management
12    Elect Director Paul F. Walsh            For       Against      Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Provide Right to Act by Written Consent Against   For          Shareholder


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

STATE STREET CORPORATION

Ticker:       STT            Security ID:  857477103
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director K. Burnes                For       For          Management
2     Elect Director P. Coym                  For       For          Management
3     Elect Director P. De Saint-Aignan       For       For          Management
4     Elect Director A. Fawcett               For       For          Management
5     Elect Director D. Gruber                For       For          Management
6     Elect Director L. Hill                  For       For          Management
7     Elect Director J. Hooley                For       For          Management
8     Elect Director R. Kaplan                For       For          Management
9     Elect Director C. LaMantia              For       For          Management
10    Elect Director R. Sergel                For       For          Management
11    Elect Director R. Skates                For       For          Management
12    Elect Director G. Summe                 For       For          Management
13    Elect Director R. Weissman              For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Approve Executive Incentive Bonus Plan  For       For          Management
17    Ratify Auditors                         For       For          Management
18    Report on Political Contributions       Against   For          Shareholder


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

SYNTHES, INC.

Ticker:       SYST           Security ID:  87162M409
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       Did Not Vote Management
      Statutory Reports
2     Receive The Report on Dividend Approved For       Did Not Vote Management
      by The Board of Directors
3     Elect Director Robert Bland             For       Did Not Vote Management
4     Elect Director Amy Wyss                 For       Did Not Vote Management
5     Ratify Auditors                         For       Did Not Vote Management


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD.

Ticker:       2330           Security ID:  874039100
Meeting Date: JUN 09, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve 2010 Business Operations Report For       For          Management
      and Financial Statements
2     Approve 2010 Allocation of Income and   For       For          Management
      Dividends
3     Approve Amendments on the Procedures    For       For          Management
      for Lending Funds to Other Parties and
      Procedures for Endorsement and
      Guarantees
4     Approve Transfer of TSMC's Solar        For       For          Management
      Business and Solid State Lighting
      Business into Two New TSMC Wholly Owned
      Companies Respectively, and to Further
      Approve the "Solar Business Transfer
      Plan" and "Solid State Lighting
      Business Transfer Plan"
5.1   Approve By-Election of Gregory C. Chow  For       For          Management
      as Independent Director
5.2   Approve By-Election of Kok-Choo Chen as For       For          Management
      Independent Director
6     Transact Other Business                 None      None         Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 08, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Roxanne S. Austin        For       For          Management
2     Elect Director Calvin Darden            For       For          Management
3     Elect Director Mary N. Dillon           For       For          Management
4     Elect Director James A. Johnson         For       For          Management
5     Elect Director Mary E. Minnick          For       For          Management
6     Elect Director Anne M. Mulcahy          For       For          Management
7     Elect Director Derica W. Rice           For       For          Management
8     Elect Director Stephen W. Sanger        For       For          Management
9     Elect Director Gregg W. Steinhafel      For       For          Management
10    Elect Director John G. Stumpf           For       For          Management
11    Elect Director Solomon D. Trujillo      For       For          Management
12    Ratify Auditors                         For       For          Management
13    Approve Omnibus Stock Plan              For       Against      Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Adopt Compensation Benchmarking Policy  Against   Against      Shareholder
17    Report on Electronics Recycling and     Against   Against      Shareholder
      Preventing E-Waste Export


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

THE BANK OF NEW YORK MELLON CORPORATION

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 12, 2011   Meeting Type: Annual
Record Date:  FEB 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ruth E. Bruch            For       For          Management
2     Elect Director Nicholas M. Donofrio     For       For          Management
3     Elect Director Gerald L. Hassell        For       For          Management
4     Elect Director Edmund F. Kelly          For       For          Management
5     Elect Director Robert P. Kelly          For       For          Management
6     Elect Director Richard J. Kogan         For       For          Management
7     Elect Director Michael J. Kowalski      For       For          Management
8     Elect Director John A. Luke, Jr.        For       For          Management
9     Elect Director Mark A. Nordenberg       For       For          Management
10    Elect Director Catherine A. Rein        For       For          Management
11    Elect Director William C. Richardson    For       For          Management
12    Elect Director Samuel C. Scott III      For       For          Management
13    Elect Director John P. Surma            For       For          Management
14    Elect Director Wesley W. von Schack     For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
17    Amend Omnibus Stock Plan                For       Against      Management
18    Amend Executive Incentive Bonus Plan    For       For          Management
19    Ratify Auditors                         For       For          Management
20    Provide for Cumulative Voting           Against   Against      Shareholder


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

THE CHARLES SCHWAB CORPORATION

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Frank C. Herringer       For       For          Management
2     Elect Director Stephen T. McLin         For       For          Management
3     Elect Director Charles R. Schwab        For       For          Management
4     Elect Director Roger O. Walther         For       For          Management
5     Elect Director Robert N. Wilson         For       For          Management
6     Ratify Auditors                         For       For          Management
7     Amend Omnibus Stock Plan                For       For          Management
8     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
9     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
10    Report on Political Contributions       Against   For          Shareholder
11    Declassify the Board of Directors       None      For          Shareholder


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

THE DUN & BRADSTREET CORPORATION

Ticker:       DNB            Security ID:  26483E100
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Naomi O. Seligman        For       For          Management
2     Elect Director Michael J. Winkler       For       For          Management
3     Ratify Auditors                         For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Reduce Supermajority Vote Requirement   For       For          Management
8     Declassify the Board of Directors       For       For          Management


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

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 12, 2010   Meeting Type: Annual
Record Date:  AUG 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Angela F. Braly          For       For          Management
2     Elect Director Kenneth I. Chenault      For       For          Management
3     Elect Director Scott D. Cook            For       For          Management
4     Elect Director Rajat K. Gupta           For       For          Management
5     Elect Director Robert A. Mcdonald       For       For          Management
6     Elect Director W. James Mcnerney, Jr.   For       For          Management
7     Elect Director Johnathan A. Rodgers     For       For          Management
8     Elect Director Mary A. Wilderotter      For       For          Management
9     Elect Director Patricia A. Woertz       For       For          Management
10    Elect Director Ernesto Zedillo          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Provide for Cumulative Voting           Against   Against      Shareholder


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

THE WESTERN UNION COMPANY

Ticker:       WU             Security ID:  959802109
Meeting Date: MAY 20, 2011   Meeting Type: Annual
Record Date:  MAR 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Hikmet Ersek             For       For          Management
2     Elect Director Jack M. Greenberg        For       For          Management
3     Elect Director Linda Fayne Levinson     For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Declassify the Board of Directors       Against   For          Shareholder


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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas J. Lynch          For       For          Management
2     Elect Director William G. Parrett       For       For          Management
3     Elect Director Michael E. Porter        For       For          Management
4     Elect Director Scott M. Sperling        For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Two Years One Year     Management
7     Ratify Auditors                         For       For          Management
8     Declassify the Board of Directors       Against   For          Shareholder


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

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 13, 2011   Meeting Type: Annual
Record Date:  FEB 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Louis R. Chenevert       For       For          Management
2     Elect Director John V. Faraci           For       For          Management
3     Elect Director Jean-Pierre Garnier      For       For          Management
4     Elect Director Jamie S. Gorelick        For       For          Management
5     Elect Director Edward A. Kangas         For       For          Management
6     Elect Director Ellen J. Kullman         For       For          Management
7     Elect Director Charles R. Lee           For       For          Management
8     Elect Director Richard D. McCormick     For       For          Management
9     Elect Director Harold McGraw III        For       For          Management
10    Elect Director Richard B. Myers         For       For          Management
11    Elect Director H. Patrick Swygert       For       For          Management
12    Elect Director Andre Villeneuve         For       For          Management
13    Elect Director Christine Todd Whitman   For       For          Management
14    Ratify Auditors                         For       For          Management
15    Amend Omnibus Stock Plan                For       Against      Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   None      One Year     Management
18    Stock Retention/Holding Period          Against   Against      Shareholder


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

VCA ANTECH, INC.

Ticker:       WOOF           Security ID:  918194101
Meeting Date: JUN 06, 2011   Meeting Type: Annual
Record Date:  APR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John B. Chickering, Jr.  For       Withhold     Management
1.2   Elect Director John Heil                For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

VERISK ANALYTICS, INC.

Ticker:       VRSK           Security ID:  92345Y106
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank J. Coyne           For       For          Management
1.2   Elect Director Christopher M. Foskett   For       For          Management
1.3   Elect Director David B. Wright          For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 27, 2011   Meeting Type: Annual
Record Date:  DEC 03, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3.1   Elect Director Gary P. Coughlan         For       For          Management
3.2   Elect Director Mary B. Cranston         For       For          Management
3.3   Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
3.4   Elect Director Robert W. Matschullat    For       For          Management
3.5   Elect Director Cathy E. Minehan         For       For          Management
3.6   Elect Director Suzanne Nora Johnson     For       For          Management
3.7   Elect Director David J. Pang            For       For          Management
3.8   Elect Director Joseph W. Saunders       For       For          Management
3.9   Elect Director William S. Shanahan      For       For          Management
3.10  Elect Director  John A. Swainson        For       For          Management
4.1   Elect Director Suzanne Nora Johnson     For       For          Management
4.2   Elect Director Joseph W. Saunders       For       For          Management
4.3   Elect Director John A. Swainson         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Amend Executive Incentive Bonus Plan    For       For          Management
8     Ratify Auditors                         For       For          Management


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

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian P. Anderson        For       For          Management
1.2   Elect Director Wilbur H. Gantz          For       For          Management
1.3   Elect Director V. Ann Hailey            For       For          Management
1.4   Elect Director William K. Hall          For       For          Management
1.5   Elect Director Stuart L. Levenick       For       For          Management
1.6   Elect Director John W. McCarter, Jr.    For       For          Management
1.7   Elect Director Neil S. Novich           For       For          Management
1.8   Elect Director Michael J. Roberts       For       For          Management
1.9   Elect Director Gary L. Rogers           For       For          Management
1.10  Elect Director James T. Ryan            For       For          Management
1.11  Elect Director E. Scott Santi           For       For          Management
1.12  Elect Director James D. Slavik          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

WATERS CORPORATION

Ticker:       WAT            Security ID:  941848103
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joshua Bekenstein        For       For          Management
1.2   Elect Director Michael J. Berendt       For       For          Management
1.3   Elect Director Douglas A. Berthiaume    For       For          Management
1.4   Elect Director Edward Conard            For       For          Management
1.5   Elect Director Laurie H. Glimcher       For       For          Management
1.6   Elect Director Christopher A. Kuebler   For       For          Management
1.7   Elect Director William J. Miller        For       For          Management
1.8   Elect Director Joann A. Reed            For       For          Management
1.9   Elect Director Thomas P. Salice         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years

========== 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: CAPITAL APPRECIATION VARIABLE ACCOUNT

By (Signature and Title): MARIA F. DIORIODWYER*
                          -------------------------------------------------
                          Maria F. DiOrioDwyer, Principal Executive Officer

Date: August 12, 2011

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

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*    Executed by Susan S. Newton on behalf of Maria F. DiOrioDwyer pursuant to a
     Power of Attorney dated October 26, 2010. (1)

(1)  Incorporated by reference to MFS Series Trust XIII (File Nos. 2-74959 and
     811-3327) Post-Effective Amendment No. 45 filed with the SEC via EDGAR on
     March 10, 2011.