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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 811-4775
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                              MFS SERIES TRUST II
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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: November 30
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            Date of reporting period: July 1, 2011 - June 30, 2012

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ITEM 1. PROXY VOTING RECORD.



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

ICA File Number: 811-04775
Reporting Period: 07/01/2011 - 06/30/2012
MFS Series Trust II

=============================== MFS Growth Fund ================================

ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     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 Sally E. Blount          For       For          Management
1.4   Elect Director W. James Farrell         For       For          Management
1.5   Elect Director Edward M. Liddy          For       For          Management
1.6   Elect Director Nancy McKinstry          For       For          Management
1.7   Elect Director Phebe N. Novakovic       For       For          Management
1.8   Elect Director William A. Osborn        For       For          Management
1.9   Elect Director Samuel C. Scott, III     For       For          Management
1.10  Elect Director Glenn F. Tilton          For       For          Management
1.11  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Research Animal Care and      Against   Against      Shareholder
      Promotion of Testing Alternatives
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Adopt Anti Gross-up Policy              Against   Against      Shareholder
8     Stock Retention/Holding Period          Against   Against      Shareholder
9     Cease Compliance Adjustments to         Against   Against      Shareholder
      Performance Criteria
10    Pro-rata Vesting of Equity Plans        Against   Against      Shareholder

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ACCENTURE PLC

Ticker:       CSA            Security ID:  G1151C101
Meeting Date: FEB 09, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Reelect Dina Dublon as a Director       For       For          Management
3     Reelect William D. Green as a Director  For       For          Management
4     Reelect Nobuyuki Idei as a Director     For       For          Management



5     Reelect Marjorie Magner as a Director   For       For          Management
6     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their  Remuneration
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Declassify the Board of Directors       For       For          Management
9     Authorize the Holding of the 2013 AGM   For       For          Management
      at a Location Outside Ireland
10    Authorize Open-Market Purchases of      For       For          Management
      Class A Ordinary Shares
11    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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AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: JUN 18, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Samuel T. Byrne          For       For          Management
2     Elect Director Dwight D. Churchill      For       For          Management
3     Elect Director Sean M. Healey           For       For          Management
4     Elect Director Harold J. Meyerman       For       For          Management
5     Elect Director William J. Nutt          For       For          Management
6     Elect Director Tracy P. Palandjian      For       For          Management
7     Elect Director Rita M. Rodriguez        For       For          Management
8     Elect Director Patrick T. Ryan          For       For          Management
9     Elect Director Jide J. Zeitlin          For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management

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AIRGAS, INC.

Ticker:       ARG            Security ID:  009363102
Meeting Date: AUG 29, 2011   Meeting Type: Annual
Record Date:  JUL 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter McCausland         For       Withhold     Management
1.2   Elect Director Lee M. Thomas            For       Withhold     Management
1.3   Elect Director John C. van Roden, Jr.   For       Withhold     Management
1.4   Elect Director Ellen C. Wolf            For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management

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ALBEMARLE CORPORATION

Ticker:       ALB            Security ID:  012653101
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jim W. Nokes             For       For          Management
1.2   Elect Director Willam H. Hernandez      For       For          Management
1.3   Elect Director R. William Ide, III      For       For          Management
1.4   Elect Director Luther C. Kissam, IV     For       For          Management
1.5   Elect Director Joseph M. Mahady         For       For          Management
1.6   Elect Director Barry W. Perry           For       For          Management
1.7   Elect Director John Sherman, Jr.        For       For          Management
1.8   Elect Director Harriett Tee Taggart     For       For          Management
1.9   Elect Director Anne Marie Whittemore    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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ALEXION PHARMACEUTICALS, INC.

Ticker:       ALXN           Security ID:  015351109
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leonard Bell             For       For          Management
1.2   Elect Director Max Link                 For       For          Management
1.3   Elect Director William R. Keller        For       For          Management
1.4   Elect Director Joseph A. Madri          For       For          Management
1.5   Elect Director Larry L. Mathis          For       For          Management
1.6   Elect Director R. Douglas Norby         For       For          Management
1.7   Elect Director Alvin S. Parven          For       For          Management
1.8   Elect Director Andreas Rummelt          For       For          Management
1.9   Elect Director Ann M. Veneman           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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ALLERGAN, INC.

Ticker:       AGN            Security ID:  018490102
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David E.I. Pyott         For       For          Management
2     Elect Director Herbert W. Boyer, Ph.D.  For       For          Management
3     Elect Director Deborah Dunsire, M.D.    For       For          Management
4     Elect Director Michael R. Gallagher     For       For          Management
5     Elect Director Dawn Hudson              For       For          Management
6     Elect Director Robert A. Ingram         For       For          Management
7     Elect Director Trevor M. Jones, Ph.D.   For       For          Management
8     Elect Director Louis J. Lavigne, Jr.    For       For          Management
9     Elect Director Russell T. Ray           For       For          Management
10    Elect Director Stephen J. Ryan, M.D.    For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings

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ALTERA CORPORATION

Ticker:       ALTR           Security ID:  021441100
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John P. Daane            For       For          Management
2     Elect Director T. Michael Nevens        For       For          Management
3     Elect Director Elisha W. Finney         For       For          Management
4     Elect Director Kevin McGarity           For       For          Management
5     Elect Director Krish A. Prabhu          For       For          Management
6     Elect Director John Shoemaker           For       For          Management
7     Elect Director Thomas H. Waechter       For       For          Management
8     Elect Director Susan Wang               For       For          Management
9     Amend Omnibus Stock Plan                For       For          Management
10    Amend Omnibus Stock Plan                For       For          Management
11    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
12    Provide Right to Act by Written Consent For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Ratify Auditors                         For       For          Management

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AMAZON.COM, INC.

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

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

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AMERICAN TOWER CORPORATION

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

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

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AMERICAN TOWER CORPORATION

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

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

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AMERISOURCEBERGEN CORPORATION

Ticker:       ABC            Security ID:  03073E105
Meeting Date: MAR 01, 2012   Meeting Type: Annual
Record Date:  JAN 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven H. Collis         For       For          Management
2     Elect Director Richard C. Gozon         For       For          Management
3     Elect Director Kathleen W. Hyle         For       For          Management
4     Elect Director Michael J. Long          For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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APPLE INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       Withhold     Management
1.2   Elect Director Timothy D. Cook          For       Withhold     Management
1.3   Elect Director Millard S. Drexler       For       Withhold     Management
1.4   Elect Director Al Gore                  For       Withhold     Management
1.5   Elect Director Robert A. Iger           For       Withhold     Management
1.6   Elect Director Andrea Jung              For       Withhold     Management
1.7   Elect Director Arthur D. Levinson       For       Withhold     Management



1.8   Elect Director Ronald D. Sugar          For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Prepare Conflict of Interest Report     Against   Against      Shareholder
5     Advisory Vote to Ratify Directors'      Against   Against      Shareholder
      Compensation
6     Report on Political Contributions       Against   Against      Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors

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ASML HOLDING NV

Ticker:       ASML           Security ID:  N07059186
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Discuss the Company's Business,         None      None         Management
      Financial Situation and Sustainability
3     Adopt 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 0.46 Per Share For       For          Management
8     Approve Performance Share Arrangement   For       For          Management
      According to Remuneration Policy 2010
9     Approve the Numbers of Stock Options,   For       For          Management
      Respectively Shares, for Employees
10    Notification of the Intended Extension  None      None         Management
      of the Appointment Term of E. Meurice
      to the Management Board
11a   Reelect O. Bilous to Supervisory Board  For       For          Management
11b   Reelect F.W. Frohlich to Supervisory    For       For          Management
      Board
11c   Reelect A.P.M. van der Poel to          For       For          Management
      Supervisory Board
12    Announcement of Retirement of           None      None         Management
      Supervisory Board Members H.C.J. van
      den Burg, P.F.M. van der Meer Mohr, W.
      T. Siegle, J.W.B. Westerburgen and W.H.
      Ziebart by Rotation in 2013
13    Ratify Deloitte Accountants as Auditors For       For          Management
14a   Grant Board Authority to Issue Shares   For       For          Management
      Up To 5 Percent of Issued Capital
14b   Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 14a
14c   Grant Board Authority to Issue Shares   For       For          Management
      Up To 5 Percent in Case of
      Takeover/Merger and
      Restricting/Excluding Preemptive Rights
14d   Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 14c
15a   Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
15b   Authorize Additionnal Repurchase of Up  For       For          Management
      to 10 Percent of Issued Share Capital



16    Authorize Cancellation of Repurchased   For       For          Management
      Shares
17    Other Business (Non-Voting)             None      None         Management
18    Close Meeting                           None      None         Management

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AUTODESK, INC.

Ticker:       ADSK           Security ID:  052769106
Meeting Date: JAN 06, 2012   Meeting Type: Special
Record Date:  NOV 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Omnibus Stock Plan              For       For          Management
2     Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan

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AUTODESK, INC.

Ticker:       ADSK           Security ID:  052769106
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     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 Mary T. McDowell         For       For          Management
6     Elect Director Lorrie M. Norrington     For       For          Management
7     Elect Director Charles J. Robel         For       For          Management
8     Elect Director Stacy J. Smith           For       Against      Management
9     Elect Director Steven M. West           For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation

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BIOGEN IDEC INC.

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 08, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Caroline D. Dorsa        For       For          Management
2     Elect Director Stelios Papadopoulos     For       For          Management
3     Elect Director George A. Scangos        For       For          Management
4     Elect Director Lynn Schenk              For       For          Management
5     Elect Director Alexander J. Denner      For       For          Management
6     Elect Director Nancy L. Leaming         For       For          Management
7     Elect Director Richard C. Mulligan      For       For          Management
8     Elect Director Robert W. Pangia         For       For          Management
9     Elect Director Brian S. Posner          For       For          Management
10    Elect Director Eric K. Rowinsky         For       For          Management
11    Elect Director Stephen A. Sherwin       For       For          Management



12    Elect Director William D. Young         For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Adopt the Jurisdiction of               For       For          Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
16    Provide Right to Call Special Meeting   For       For          Management

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BLACKROCK, INC.

Ticker:       BLK            Security ID:  09247X101
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William S. Demchak       For       For          Management
2     Elect Director Laurence D. Fink         For       For          Management
3     Elect Director Robert S. Kapito         For       For          Management
4     Elect Director Thomas H. O'Brien        For       For          Management
5     Elect Director Ivan G. Seidenberg       For       For          Management
6     Declassify the Board of Directors       For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Ratify Auditors                         For       For          Management

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BROADCOM CORPORATION

Ticker:       BRCM           Security ID:  111320107
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Finocchio, Jr. For       For          Management
1.2   Elect Director Nancy H. Handel          For       For          Management
1.3   Elect Director Eddy W. Hartenstein      For       Withhold     Management
1.4   Elect Director Maria Klawe              For       For          Management
1.5   Elect Director John E. Major            For       Withhold     Management
1.6   Elect Director Scott A. McGregor        For       Withhold     Management
1.7   Elect Director William T. Morrow        For       Withhold     Management
1.8   Elect Director Henry Samueli            For       For          Management
1.9   Elect Director Robert E. Switz          For       For          Management
2     Amend Qualified Employee Stock          For       Against      Management
      Purchase Plan
3     Approve Omnibus Stock Plan              For       Against      Management
4     Ratify Auditors                         For       For          Management

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CABOT OIL & GAS CORPORATION

Ticker:       COG            Security ID:  127097103
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Rhys J. Best             For       For          Management
2     Elect Director Robert Kelley            For       For          Management
3     Elect Director P. Dexter Peacock        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Increase Authorized Common Stock        For       For          Management
7     Declassify the Board of Directors       For       For          Management
8     Include Sustainability as a             Against   Against      Shareholder
      Performance Measure for Senior
      Executive Compensation
9     Provide Sustainability Report           Against   For          Shareholder

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CAMERON INTERNATIONAL CORPORATION

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director C. Baker Cunningham      For       For          Management
2     Elect Director Sheldon R. Erikson       For       For          Management
3     Elect Director Douglas L. Foshee        For       For          Management
4     Elect Director Rodolfo Landim           For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       For       For          Management
8     Adopt the Jurisdiction of               For       For          Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
9     Approve Restatement of the Company's    For       For          Management
      Certificate of Incorporation

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CELANESE CORPORATION

Ticker:       CE             Security ID:  150870103
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James E. Barlett         For       For          Management
2     Elect Director David F. Hoffmeister     For       For          Management
3     Elect Director Paul H. O'Neill          For       For          Management
4     Elect Director Jay V. Ihlenfeld         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Amend Omnibus Stock Plan                For       For          Management
7     Ratify Auditors                         For       For          Management

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CELGENE CORPORATION

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Hugin          For       For          Management
1.2   Elect Director Richard W. Barker        For       For          Management
1.3   Elect Director Michael D. Casey         For       For          Management
1.4   Elect Director Carrie S. Cox            For       For          Management
1.5   Elect Director Rodman L. Drake          For       For          Management
1.6   Elect Director Michael A. Friedman      For       For          Management
1.7   Elect Director Gilla Kaplan             For       For          Management
1.8   Elect Director James J. Loughlin        For       For          Management
1.9   Elect Director Ernest Mario             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings

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CERNER CORPORATION

Ticker:       CERN           Security ID:  156782104
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Clifford W. Illig        For       For          Management
2     Elect Director William B. Neaves        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Declassify the Board of Directors       Against   For          Shareholder

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CHECK POINT SOFTWARE TECHNOLOGIES LTD.

Ticker:       CPW            Security ID:  M22465104
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Directors                       For       For          Management
2     Reelect External Directors              For       For          Management
2a    Indicate Personal/Controlling Interest  None      Against      Management
      in Proposed Agenda Item
3     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their Remuneration; Review
      Consolidated Financial Statements
4     Approve Compensation of Chairman/CEO    For       For          Management
      Including Option Grant
4a    Indicate Personal Interest in Proposed  None      Against      Management
      Agenda Item
5     Reauthorize Board Chairman to Serve as  For       For          Management
      CEO
5a    Indicate Personal/Controlling Interest  None      Against      Management
      in Proposed Agenda Item

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CITRIX SYSTEMS, INC.

Ticker:       CTXS           Security ID:  177376100
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas F. Bogan          For       For          Management
2     Elect Director Nanci E. Caldwell        For       For          Management
3     Elect Director Gary E. Morin            For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Francisco D'Souza        For       For          Management
2     Elect Director John N. Fox, Jr.         For       For          Management
3     Elect Director Thomas M. Wendel         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Provide Right to Call Special Meeting   For       For          Management
6     Ratify Auditors                         For       For          Management
7     Declassify the Board of Directors       Against   For          Shareholder

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CORE LABORATORIES N.V.

Ticker:       CLB            Security ID:  N22717107
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard L. Bergmark      For       For          Management
1.2   Elect Director Margaret Ann van Kempen  For       For          Management
2     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
3a    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3b    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Approve Financial Statements and        For       For          Management
      Statutory Reports
5     Approve Cancellation of Repurchased     For       For          Management
      Shares
6     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
7     Grant Board Authority to Issue          For       For          Management
      Ordinary and Preference Shares Up To
      20 Percent of Issued Capital



8     Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 7
9     Approval of Amendments to the           For       For          Management
      Company's Articles of Association

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

COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 26, 2012   Meeting Type: Annual
Record Date:  NOV 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James D. Sinegal         For       For          Management
1.2   Elect Director Jeffrey H. Brotman       For       For          Management
1.3   Elect Director Richard A. Galanti       For       For          Management
1.4   Elect Director Daniel J. Evans          For       For          Management
1.5   Elect Director Jeffrey S. Raikes        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

COVIDIEN PUBLIC LIMITED COMPANY

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

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

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



DANAHER CORPORATION

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mortimer M. Caplin       For       For          Management
2     Elect Director Donald J. Ehrlich        For       For          Management
3     Elect Director Linda P. Hefner          For       For          Management
4     Elect Director Teri List-Stoll          For       For          Management
5     Elect Director Walter G. Lohr, Jr.      For       For          Management
6     Ratify Auditors                         For       For          Management
7     Increase Authorized Common Stock        For       For          Management
8     Amend Executive Incentive Bonus Plan    For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

DANONE

Ticker:       BN             Security ID:  F12033134
Meeting Date: APR 26, 2012   Meeting Type: Annual/Special
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.39 per Share
4     Reelect Richard Goblet D Alviella as    For       For          Management
      Director
5     Reelect Jean Laurent as Director        For       For          Management
6     Reelect Benoit Potier as Director       For       For          Management
7     Elect Jacques Antoine Granjon as        For       For          Management
      Director
8     Elect Mouna Sepehri as Director         For       For          Management
9     Elect Virginia Stallings as Director    For       For          Management
10    Approve Auditors' Special Report        For       For          Management
      Regarding New Related-Party Transaction
11    Approve Transactions with J.P. Morgan   For       For          Management
12    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
13    Authorize up to 0.4 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plan
14    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities

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



DIAGEO PLC

Ticker:       DGE            Security ID:  G42089113
Meeting Date: OCT 19, 2011   Meeting Type: Annual
Record Date:  OCT 17, 2011

#     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 Lord Davies of Abersoch as     For       For          Management
      Director
7     Re-elect Betsy Holden as Director       For       For          Management
8     Re-elect Dr Franz Humer as Director     For       For          Management
9     Re-elect Deirdre Mahlan as Director     For       For          Management
10    Re-elect Philip Scott as Director       For       For          Management
11    Re-elect Todd Stitzer as Director       For       For          Management
12    Re-elect Paul Walsh as Director         For       For          Management
13    Reappoint KPMG Audit plc as Auditors    For       For          Management
      of the Company
14    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
15    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
16    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
17    Authorise Market Purchase               For       For          Management
18    Authorise EU Political Donations and    For       For          Management
      Expenditure
19    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice

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

DISCOVERY COMMUNICATIONS, INC.

Ticker:       DISCA          Security ID:  25470F104
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert R. Beck           For       For          Management
1.2   Elect Director J. David Wargo           For       For          Management
2     Ratify Auditors                         For       For          Management

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

DOLLAR GENERAL CORPORATION

Ticker:       DG             Security ID:  256677105
Meeting Date: JUN 01, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raj Agrawal              For       Withhold     Management
1.2   Elect Director Warren F. Bryant         For       Withhold     Management
1.3   Elect Director Michael M. Calbert       For       Withhold     Management
1.4   Elect Director Richard W. Dreiling      For       Withhold     Management
1.5   Elect Director Adrian Jones             For       Withhold     Management
1.6   Elect Director William C. Rhodes, III   For       Withhold     Management
1.7   Elect Director David B. Rickard         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Ratify Auditors                         For       For          Management

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



DRESSER-RAND GROUP INC.

Ticker:       DRC            Security ID:  261608103
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William E. Macaulay      For       For          Management
2     Elect Director Vincent R. Volpe, Jr.    For       For          Management
3     Elect Director Rita V. Foley            For       For          Management
4     Elect Director Louis A. Raspino         For       For          Management
5     Elect Director Philip R. Roth           For       For          Management
6     Elect Director Stephen A. Snider        For       For          Management
7     Elect Director Michael L. Underwood     For       For          Management
8     Elect Director Joseph C. Winkler, III   For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     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 Gail Deegan              For       For          Management
4     Elect Director James S. DiStasio        For       For          Management
5     Elect Director John R. Egan             For       For          Management
6     Elect Director Edmund F. Kelly          For       For          Management
7     Elect Director Windle B. Priem          For       For          Management
8     Elect Director Paul Sagan               For       For          Management
9     Elect Director David N. Strohm          For       For          Management
10    Elect Director Joseph M. Tucci          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

ENSCO PLC

Ticker:       ESV            Security ID:  29358Q109
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Re-elect C. Christopher Gaut as         For       For          Management
      Director
2     Re-elect Gerald W. Haddock as Director  For       For          Management
3     Re-elect Paul E. Rowsey, III as         For       For          Management
      Director
4     Re-elect Francis S. Kalman as Director  For       For          Management
5     Re-elect David A. B. Brown as Director  For       For          Management
6     Reappoint KPMG LLP as Auditors of the   For       For          Management
      Company



7     Reappoint KPMG Audit Plc as Auditors    For       For          Management
      of the Company
8     Authorize Board to Fix Remuneration of  For       For          Management
      Auditors
9     Approve Omnibus Stock Plan              For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers Compensation

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

EQT CORPORATION

Ticker:       EQT            Security ID:  26884L109
Meeting Date: APR 18, 2012   Meeting Type: Annual
Record Date:  FEB 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth M. Burke         For       For          Management
1.2   Elect Director Margaret K. Dorman       For       For          Management
1.3   Elect Director Philip G. Behrman        For       For          Management
1.4   Elect Director A. Bray Cary, Jr.        For       For          Management
1.5   Elect Director Lee T. Todd, Jr.         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       Against   For          Shareholder

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

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mark A. Emmert           For       For          Management
2     Elect Director R. Jordan Gates          For       For          Management
3     Elect Director Dan P. Kourkoumelis      For       For          Management
4     Elect Director Michael J. Malone        For       For          Management
5     Elect Director John W. Meisenbach       For       For          Management
6     Elect Director Peter J. Rose            For       For          Management
7     Elect Director James L. K. Wang         For       For          Management
8     Elect Director Robert R. Wright         For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Approve Stock Option Plan               For       For          Management
11    Ratify Auditors                         For       For          Management
12    Require Independent Board Chairman      Against   Against      Shareholder

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



F5 NETWORKS, INC.

Ticker:       FFIV           Security ID:  315616102
Meeting Date: MAR 15, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jonathan Chadwick        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       Against   For          Shareholder

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

FLEETCOR TECHNOLOGIES, INC.

Ticker:       FLT            Security ID:  339041105
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew B. Balson         For       For          Management
1.2   Elect Director Bruce R. Evans           For       For          Management
1.3   Elect Director Glenn W. Marschel        For       For          Management
2     Ratify Auditors                         For       For          Management

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

FLOWSERVE CORPORATION

Ticker:       FLS            Security ID:  34354P105
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark A. Blinn            For       For          Management
1.2   Elect Director Roger L. Fix             For       For          Management
1.3   Elect Director David E. Roberts         For       For          Management
1.4   Elect Director James O. Rollans         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Declassify the Board of Directors       For       For          Management
4     Provide Right to Call Special Meeting   For       For          Management
5     Ratify Auditors                         For       For          Management

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

FLUOR CORPORATION

Ticker:       FLR            Security ID:  343412102
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Peter K. Barker          For       For          Management
2     Elect Director Alan M. Bennett          For       For          Management
3     Elect Director Dean R. O'Hare           For       For          Management
4     Elect Director David T. Seaton          For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Provide Right to Call Special Meeting   For       For          Management
7     Ratify Auditors                         For       For          Management

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



FMC TECHNOLOGIES, INC.

Ticker:       FTI            Security ID:  30249U101
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mike R. Bowlin           For       For          Management
2     Elect Director Philip J. Burguieres     For       For          Management
3     Elect Director Edward J. Mooney         For       For          Management
4     Elect Director James M. Ringler         For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       For       For          Management

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

GILEAD SCIENCES, INC.

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

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

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

GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     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 Diane B. Greene          For       For          Management
1.6   Elect Director John L. Hennessy         For       For          Management
1.7   Elect Director Ann Mather               For       For          Management
1.8   Elect Director Paul S. Otellini         For       For          Management



1.9   Elect Director K. Ram Shriram           For       For          Management
1.10  Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Authorize a New Class of Common Stock   For       Against      Management
4     Increase Authorized Common Stock        For       Against      Management
5     Amend Charter to Provide For Class A    For       For          Management
      Common Holders to Receive Equal
      Consideration as Class B Common
      Holders in event of any Merger,
      Consolidation or Business Combination
6     Approve Omnibus Stock Plan              For       Against      Management
7     Approve Omnibus Stock Plan              For       Against      Management
8     Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
9     Amend Articles Regarding Arbitration    Against   Against      Shareholder
      of Shareholder Lawsuits
10    Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to have One-vote per Share

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

GREEN MOUNTAIN COFFEE ROASTERS, INC.

Ticker:       GMCR           Security ID:  393122106
Meeting Date: MAR 22, 2012   Meeting Type: Annual
Record Date:  JAN 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William D. Davis         For       For          Management
1.2   Elect Director Jules A. del Vecchio     For       For          Management
1.3   Elect Director Robert P. Stiller        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Increase Authorized Common Stock        For       Against      Management
4     Ratify Auditors                         For       For          Management

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

HONEYWELL INTERNATIONAL INC.

Ticker:       HON            Security ID:  438516106
Meeting Date: APR 23, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gordon M. Bethune        For       For          Management
2     Elect Director Kevin Burke              For       For          Management
3     Elect Director Jaime Chico Pardo        For       For          Management
4     Elect Director David M. Cote            For       For          Management
5     Elect Director D. Scott Davis           For       For          Management
6     Elect Director Linnet F. Deily          For       For          Management
7     Elect Director Judd Gregg               For       For          Management
8     Elect Director Clive R. Hollick         For       For          Management
9     Elect Director George Paz               For       For          Management
10    Elect Director Bradley T. Sheares       For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Require Independent Board Chairman      Against   Against      Shareholder
14    Report on Political Contributions       Against   For          Shareholder

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



IDEXX LABORATORIES, INC.

Ticker:       IDXX           Security ID:  45168D104
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William T. End           For       For          Management
1.2   Elect Director Barry C. Johnson         For       For          Management
1.3   Elect Director Brian P. McKeon          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management

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

INDUSTRIA DE DISENO TEXTIL (INDITEX)

Ticker:       ITX            Security ID:  E6282J109
Meeting Date: JUL 19, 2011   Meeting Type: Annual
Record Date:  JUL 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Information on Appointment of   None      None         Management
      Pablo Isla Alvarez de Tejera as New
      Chairman of the Board, and
      Consequently, of AGM
2     Accept Individual Financial Statements  For       For          Management
      and Statutory Reports for FY 2010,
      Ended Jan. 31, 2011
3     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports, and
      Discharge of Directors for FY 2010,
      Ended Jan. 31, 2011
4     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.60 Per Share
5     Re-elect Irene R. Miller as Director    For       For          Management
6     Re-elect KPMG Auditores SL as Auditor   For       For          Management
7     Amend Several Articles of Bylaws to     For       For          Management
      Update Legal Reference and Textual
      Adjustments to Adapt to Applicable
      Legislation
8     Amend Several Articles of General       For       For          Management
      Meeting Regulations to Update Legal
      Reference and Textual Adjustments to
      Adapt to Applicable Legislation
9     Approve Remuneration of Directors       For       For          Management
10    Approve Share Award to Newly Appointed  For       Against      Management
      Chairman/CEO
11    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
12    Receive Changes to Board of Directors'  None      None         Management
      Guidelines

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



JDS UNIPHASE CORPORATION

Ticker:       JDSU           Security ID:  46612J507
Meeting Date: NOV 16, 2011   Meeting Type: Annual
Record Date:  SEP 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Penelope A. Herscher     For       For          Management
1.2   Elect Director Masood Jabbar            For       For          Management
1.3   Elect Director Thomas Waechter          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management

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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 25, 2012   Meeting Type: Annual
Record Date:  NOV 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis W. Archer         For       Withhold     Management
1.2   Elect Director Mark P. Vergnano         For       For          Management
1.3   Elect Director Richard Goodman          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       Against   For          Shareholder

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

JONES LANG LASALLE INCORPORATED

Ticker:       JLL            Security ID:  48020Q107
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Hugo Bague               For       For          Management
2     Elect Director Colin Dyer               For       For          Management
3     Elect Director Darryl Hartley-Leonard   For       For          Management
4     Elect Director DeAnne Julius            For       For          Management
5     Elect Director Ming Lu                  For       For          Management
6     Elect Director Lauralee E. Martin       For       For          Management
7     Elect Director Martin H. Nesbitt        For       For          Management
8     Elect Director Sheila A. Penrose        For       For          Management
9     Elect Director David B. Rickard         For       For          Management
10    Elect Director Roger T. Staubach        For       For          Management
11    Elect Director Thomas C. Theobald       For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Amend Omnibus Stock Plan                For       For          Management
14    Ratify Auditors                         For       For          Management

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



JOY GLOBAL INC.

Ticker:       JOY            Security ID:  481165108
Meeting Date: MAR 06, 2012   Meeting Type: Annual
Record Date:  JAN 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Gerard         For       For          Management
1.2   Elect Director John T. Gremp            For       For          Management
1.3   Elect Director John Nils Hanson         For       For          Management
1.4   Elect Director Gale E. Klappa           For       For          Management
1.5   Elect Director Richard B. Loynd         For       For          Management
1.6   Elect Director P. Eric Siegert          For       For          Management
1.7   Elect Director Michael W. Sutherlin     For       For          Management
1.8   Elect Director James H. Tate            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management

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

KANSAS CITY SOUTHERN

Ticker:       KSU            Security ID:  485170302
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lu M. Cordova            For       For          Management
1.2   Elect Director Michael R. Haverty       For       For          Management
1.3   Elect Director Thomas A. McDonnell      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Supermajority Vote Requirement   For       For          Management
4     Eliminate Cumulative Voting             For       For          Management
5     Amend Certificate of Incorporation      For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Reduce Supermajority Vote Requirement   Against   For          Shareholder

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

KRAFT FOODS INC.

Ticker:       KFT            Security ID:  50075N104
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Myra M. Hart             For       For          Management
2     Elect Director Peter B. Henry           For       For          Management
3     Elect Director Lois D. Juliber          For       For          Management
4     Elect Director Mark D. Ketchum          For       For          Management
5     Elect Director Terry J. Lundgren        For       For          Management
6     Elect Director Mackey J. McDonald       For       For          Management
7     Elect Director Jorge S. Mesquita        For       For          Management
8     Elect Director John C. Pope             For       For          Management
9     Elect Director Fredric G. Reynolds      For       For          Management
10    Elect Director Irene B. Rosenfeld       For       For          Management
11    Elect Director Jean-Francois M.L. van   For       For          Management
      Boxmeer
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation



13    Change Company Name                     For       For          Management
14    Ratify Auditors                         For       For          Management
15    Report on Supply Chain and              Against   Against      Shareholder
      Deforestation
16    Report on Adopting Extended Producer    Against   For          Shareholder
      Responsibility Policy
17    Report on Lobbying Payments and Policy  Against   Against      Shareholder

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

LAS VEGAS SANDS CORP.

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

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

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

LKQ CORPORATION

Ticker:       LKQX           Security ID:  501889208
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. Clinton Allen         For       For          Management
1.2   Elect Director Kevin F. Flynn           For       For          Management
1.3   Elect Director Ronald G. Foster         For       For          Management
1.4   Elect Director Joseph M. Holsten        For       For          Management
1.5   Elect Director Blythe J. McGarvie       For       For          Management
1.6   Elect Director Paul M. Meister          For       For          Management
1.7   Elect Director John F. O'Brien          For       For          Management
1.8   Elect Director Robert L. Wagman         For       For          Management
1.9   Elect Director William M. Webster, IV   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           For       For          Management
      Executive Officers' Compensation

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



LVMH MOET HENNESSY LOUIS VUITTON

Ticker:       MC             Security ID:  F58485115
Meeting Date: APR 05, 2012   Meeting Type: Annual/Special
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve 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 2.60 per Share
5     Ratify Appointment of Francesco         For       For          Management
      Trapani as Director
6     Ratify Appointment of Felix G. Rohatyn  For       For          Management
      as Censor
7     Elect Antoine Arnault as Director       For       For          Management
8     Elect Albert Frere as Director          For       For          Management
9     Elect Gilles Hennessy as Director       For       For          Management
10    Elect Lord Powell Of Bayswater as       For       For          Management
      Director
11    Elect Yves Thibault De Silguy as        For       For          Management
      Director
12    Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 1.26
      Million
13    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
14    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
15    Authorize up to 1 Percent of Issued     For       For          Management
      Capital for Use in Stock Option Plan
16    Approve Employee Stock Purchase Plan    For       For          Management
17    Amend Article 23 of Bylaws Re:          For       For          Management
      Convening of General Meeting upon
      Second Call and Proxy Voting

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

MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ajay Banga               For       For          Management
2     Elect Director David R. Carlucci        For       For          Management
3     Elect Director Steven J. Freiberg       For       For          Management
4     Elect Director Richard Haythornthwaite  For       For          Management
5     Elect Director Marc Olivie              For       For          Management
6     Elect Director Rima Qureshi             For       For          Management
7     Elect Director Mark Schwartz            For       For          Management
8     Elect Director Jackson P. Tai           For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
11    Amend Omnibus Stock Plan                For       For          Management
12    Ratify Auditors                         For       For          Management

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



MEAD JOHNSON NUTRITION COMPANY

Ticker:       MJN            Security ID:  582839106
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Stephen W. Golsby        For       For          Management
2     Elect Director Steven M. Altschuler     For       For          Management
3     Elect Director Howard B. Bernick        For       For          Management
4     Elect Director Kimberly A. Casiano      For       For          Management
5     Elect Director Anna C. Catalano         For       For          Management
6     Elect Director Celeste A. Clark         For       For          Management
7     Elect Director James M. Cornelius       For       For          Management
8     Elect Director Peter G. Ratcliffe       For       For          Management
9     Elect Director Elliott Sigal            For       For          Management
10    Elect Director Robert S. Singer         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management

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

MICROCHIP TECHNOLOGY INCORPORATED

Ticker:       MCHP           Security ID:  595017104
Meeting Date: AUG 19, 2011   Meeting Type: Annual
Record Date:  JUN 24, 2011

#     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     Amend Executive Incentive Bonus Plan    For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years

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

MONSANTO COMPANY

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

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

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



NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Merrill A. Miller, Jr.   For       For          Management
2     Elect Director Greg L. Armstrong        For       For          Management
3     Elect Director David D. Harrison        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Report on Political Contributions       Against   For          Shareholder

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

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 19, 2011   Meeting Type: Annual
Record Date:  JUL 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan B. Graf, Jr.        For       For          Management
1.2   Elect Director John C. Lechleiter       For       For          Management
1.3   Elect Director Phyllis M. Wise          For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management

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

NOBLE ENERGY, INC.

Ticker:       NBL            Security ID:  655044105
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey L. Berenson      For       For          Management
2     Elect Director Michael A. Cawley        For       For          Management
3     Elect Director Edward F. Cox            For       For          Management
4     Elect Director Charles D. Davidson      For       For          Management
5     Elect Director Thomas J. Edelman        For       For          Management
6     Elect Director Eric P. Grubman          For       For          Management
7     Elect Director Kirby L. Hedrick         For       For          Management
8     Elect Director Scott D. Urban           For       For          Management
9     Elect Director William T. Van Kleef     For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Increase Authorized Common Stock        For       For          Management

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



OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Spencer Abraham          For       For          Management
2     Elect Director Howard I. Atkins         For       For          Management
3     Elect Director Stephen I. Chazen        For       For          Management
4     Elect Director Edward P. Djerejian      For       For          Management
5     Elect Director John E. Feick            For       For          Management
6     Elect Director Margaret M. Foran        For       For          Management
7     Elect Director Carlos M. Gutierrez      For       For          Management
8     Elect Director Ray R. Irani             For       For          Management
9     Elect Director Avedick B. Poladian      For       For          Management
10    Elect Director Aziz D. Syriani          For       For          Management
11    Elect Director Rosemary Tomich          For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Ratify Auditors                         For       For          Management
14    Request Director Nominee with           Against   Against      Shareholder
      Environmental Qualifications

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

OCEANEERING INTERNATIONAL, INC.

Ticker:       OII            Security ID:  675232102
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jerold J. DesRoche       For       For          Management
1.2   Elect Director John R. Huff             For       For          Management
1.3   Elect Director M. Kevin McEvoy          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management

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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 12, 2011   Meeting Type: Annual
Record Date:  AUG 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       Withhold     Management
1.2   Elect Director H. Raymond Bingham       For       Withhold     Management
1.3   Elect Director Michael J. Boskin        For       Withhold     Management
1.4   Elect Director Safra A. Catz            For       Withhold     Management
1.5   Elect Director Bruce R. Chizen          For       Withhold     Management
1.6   Elect Director George H. Conrades       For       Withhold     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       Withhold     Management
1.10  Elect Director Mark V. Hurd             For       Withhold     Management
1.11  Elect Director Donald L. Lucas          For       Withhold     Management
1.12  Director Naomi O. Seligman              For       Withhold     Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   None      One Year     Management
4     Ratify Auditors                         For       For          Management
5     Stock Retention/Holding Period          Against   Against      Shareholder

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



OWENS CORNING

Ticker:       OC             Security ID:  690742101
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Norman P. Blake, Jr.     For       For          Management
1.2   Elect Director James J. McMonagle       For       For          Management
1.3   Elect Director W. Howard Morris         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

PETSMART, INC.

Ticker:       PETM           Security ID:  716768106
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Angel Cabrera            For       For          Management
2     Elect Director Rita V. Foley            For       For          Management
3     Elect Director Philip L. Francis        For       For          Management
4     Elect Director Rakesh Gangwal           For       For          Management
5     Elect Director Joseph S. Hardin, Jr.    For       For          Management
6     Elect Director Gregory P. Josefowicz    For       For          Management
7     Elect Director Amin I. Khalifa          For       For          Management
8     Elect Director Richard K. Lochridge     For       For          Management
9     Elect Director Robert F. Moran          For       For          Management
10    Elect Director Barbara A. Munder        For       For          Management
11    Elect Director Thomas G. Stemberg       For       For          Management
12    Ratify Auditors                         For       For          Management
13    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Harold Brown             For       For          Management
2     Elect Director Mathis Cabiallavetta     For       For          Management
3     Elect DirectorLouis C. Camilleri        For       For          Management
4     Elect DirectorJ. Dudley Fishburn        For       For          Management
5     Elect DirectorJennifer Li               For       For          Management
6     Elect Director Graham Mackay            For       For          Management



7     Elect Director Sergio Marchionne        For       For          Management
8     Elect Director Kalpana Morparia         For       For          Management
9     Elect DirectorLucio A. Noto             For       For          Management
10    Elect DirectorRobert B. Polet           For       For          Management
11    Elect DirectorCarlos Slim Helu          For       For          Management
12    Elect DirectorStephen M. Wolf           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Approve Restricted Stock Plan           For       For          Management
16    Require Independent Board Chairman      Against   Against      Shareholder
17    Establish Ethics Committee to Review    Against   Against      Shareholder
      Marketing Activities

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

PIONEER NATURAL RESOURCES COMPANY

Ticker:       PXD            Security ID:  723787107
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas D. Arthur         For       For          Management
2     Elect Director Andrew F. Cates          For       For          Management
3     Elect Director Scott J. Reiman          For       For          Management
4     Elect Director Scott D. Sheffield       For       For          Management
5     Declassify the Board of Directors       For       For          Management
6     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
7     Ratify Auditors                         For       For          Management
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
9     Require Independent Board Chairman      Against   Against      Shareholder

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

POLARIS INDUSTRIES INC.

Ticker:       PII            Security ID:  731068102
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Annette K. Clayton       For       For          Management
1.2   Elect Director Gregory R. Palen         For       For          Management
1.3   Elect Director John P. Wiehoff          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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



POLYPORE INTERNATIONAL, INC.

Ticker:       PPO            Security ID:  73179V103
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Dries            For       For          Management
1.2   Elect Director Frederick C. Flynn, Jr.  For       For          Management
1.3   Elect Director Michael Chesser          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

PRAXAIR, INC.

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

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

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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 16, 2011   Meeting Type: Annual
Record Date:  JUN 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Don R. Graber            For       For          Management
1.2   Elect Director Lester L. Lyles          For       For          Management
1.3   Elect Director Timothy A. Wicks         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management

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



PRICELINE.COM INCORPORATED

Ticker:       PCLN           Security ID:  741503403
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffery H. Boyd          For       For          Management
1.2   Elect Director Ralph M. Bahna           For       For          Management
1.3   Elect Director Howard W. Barker, Jr.    For       For          Management
1.4   Elect Director Jan L. Docter            For       For          Management
1.5   Elect Director Jeffrey E. Epstein       For       For          Management
1.6   Elect Director James M. Guyette         For       For          Management
1.7   Elect Director Nancy B. Peretsman       For       For          Management
1.8   Elect Director Craig W. Rydin           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder

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

QUALCOMM INCORPORATED

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

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

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

RED HAT, INC.

Ticker:       RHT            Security ID:  756577102
Meeting Date: AUG 11, 2011   Meeting Type: Annual
Record Date:  JUN 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Sohaib Abbasi            For       For          Management
2     Elect Director Narendra K. Gupta        For       For          Management
3     Elect Director William S. Kaiser        For       For          Management
4     Elect Director James M. Whitehurst      For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
8     Approve Executive Incentive Bonus Plan  For       For          Management

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



ROSS STORES, INC.

Ticker:       ROST           Security ID:  778296103
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael Balmuth          For       For          Management
1.2   Elect Director K. Gunnar Bjorklund      For       For          Management
1.3   Elect Director Sharon D. Garrett        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors

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

ROYAL CARIBBEAN CRUISES LTD.

Ticker:       RCL            Security ID:  V7780T103
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Morten Arntzen as Director        For       For          Management
2     Elect Bernard W. Aronson as Director    For       For          Management
3     Elect Richard D. Fain as Director       For       For          Management
4     Elect Ann S. Moore as Director          For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
7     Report on Political Contributions       Against   For          Shareholder

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

SALESFORCE.COM, INC.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Craig Ramsey             For       Against      Management
2     Elect Director Sanford R. Robertson     For       Against      Management
3     Elect Director Maynard Webb             For       Against      Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Declassify the Board of Directors       Against   For          Shareholder

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



SCHLUMBERGER LIMITED

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

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

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

SM ENERGY COMPANY

Ticker:       SM             Security ID:  78454L100
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Barbara M. Baumann       For       For          Management
2     Elect Director Anthony J. Best          For       For          Management
3     Elect Director Larry W. Bickle          For       For          Management
4     Elect Director Stephen R. Brand         For       For          Management
5     Elect Director William J. Gardiner      For       For          Management
6     Elect Director Julio M. Quintana        For       For          Management
7     Elect Director John M. Seidl            For       For          Management
8     Elect Director William D. Sullivan      For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

SOTHEBY'S

Ticker:       BID            Security ID:  835898107
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John M. Angelo           For       For          Management
2     Elect Director Michael Blakenham        For       For          Management
3     Elect Director Steven B. Dodge          For       For          Management
4     Elect Director The Duke Of Devonshire   For       For          Management
5     Elect Director Daniel Meyer             For       For          Management
6     Elect Director Allen Questrom           For       For          Management



7     Elect Director William F. Ruprecht      For       For          Management
8     Elect Director Marsha E. Simms          For       For          Management
9     Elect Director Michael I. Sovern        For       For          Management
10    Elect Director Robert S. Taubman        For       For          Management
11    Elect Director Diana L. Taylor          For       For          Management
12    Elect Director Dennis M. Weibling       For       For          Management
13    Ratify Auditors                         For       For          Management
14    Amend Executive Incentive Bonus Plan    For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Adopt Policy on Succession Planning     Against   Against      Shareholder
17    Pro-rata Vesting of Equity Awards       Against   Against      Shareholder

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

STANLEY BLACK & DECKER, INC.

Ticker:       SWK            Security ID:  854502101
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Patrick D. Campbell      For       For          Management
1.2   Elect Director Benjamin H. Griswold, IV For       For          Management
1.3   Elect Director Eileen S. Kraus          For       For          Management
1.4   Elect Director Robert L. Ryan           For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

STARBUCKS CORPORATION

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 21, 2012   Meeting Type: Annual
Record Date:  JAN 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Howard Schultz           For       For          Management
2     Elect Director William W. Bradley       For       For          Management
3     Elect Director Mellody Hobson           For       For          Management
4     Elect Director Kevin R. Johnson         For       For          Management
5     Elect Director Olden Lee                For       For          Management
6     Elect Director Joshua Cooper Ramo       For       For          Management
7     Elect Director James G. Shennan, Jr.    For       For          Management
8     Elect Director Clara Shih               For       For          Management
9     Elect Director Javier G. Teruel         For       For          Management
10    Elect Director Myron E. Ullman, III     For       For          Management
11    Elect Director Craig E. Weatherup       For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Amend Executive Incentive Bonus Plan    For       For          Management
14    Ratify Auditors                         For       For          Management
15    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability

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



STERICYCLE, INC.

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

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

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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roxanne S. Austin        For       For          Management
1.2   Elect Director Calvin Darden            For       For          Management
1.3   Elect Director Mary N. Dillon           For       For          Management
1.4   Elect Director James A. Johnson         For       Withhold     Management
1.5   Elect Director Mary E. Minnick          For       For          Management
1.6   Elect Director Anne M. Mulcahy          For       Withhold     Management
1.7   Elect Director Derica W. Rice           For       For          Management
1.8   Elect Director Stephen W. Sanger        For       For          Management
1.9   Elect Director Gregg W. Steinhafel      For       For          Management
1.10  Elect Director John G. Stumpf           For       For          Management
1.11  Elect Director Solomon D. Trujillo      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Report on Electronics Recycling and     Against   Against      Shareholder
      Preventing E-Waste Export
6     Prohibit Political Contributions        Against   Against      Shareholder

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



TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: SEP 19, 2011   Meeting Type: Annual
Record Date:  AUG 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Final Dividend                  For       For          Management
2.1   Elect Chaim Hurvitz as Director         For       For          Management
2.2   Elect Ory Slonim as Director            For       For          Management
2.3   Elect Dan Suesskind as Director         For       For          Management
3.1   Elect Joseph Nitzani as External        For       For          Management
      Director and Approve His Remuneration
3.2   Elect Dafna Schwartz as External        For       For          Management
      Director and Approve Her Remuneration
4     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their Remuneration
5     Approve Director/Officer Liability and  For       For          Management
      Indemnification Insurance
6.1   Amend Remuneration of Vice Chairman     For       For          Management
6.2   Approve Reimbursement of Expenses of    For       For          Management
      Board Chairman

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

THE COOPER COMPANIES, INC.

Ticker:       COO            Security ID:  216648402
Meeting Date: MAR 20, 2012   Meeting Type: Annual
Record Date:  JAN 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director A. Thomas Bender         For       For          Management
2     Elect Director Michael H. Kalkstein     For       For          Management
3     Elect Director Jody S. Lindell          For       For          Management
4     Elect Director Donald Press             For       For          Management
5     Elect Director Steven Rosenberg         For       For          Management
6     Elect Director Allan E. Rubenstein      For       For          Management
7     Elect Director Robert S. Weiss          For       For          Management
8     Elect Director Stanley Zinberg          For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director C. Martin Harris         For       For          Management
2     Elect Director Judy C. Lewent           For       For          Management
3     Elect Director Jim P. Manzi             For       For          Management
4     Elect Director Lars R. Sorensen         For       For          Management
5     Elect Director Elaine S. Ullian         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Ratify Auditors                         For       For          Management

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



TIFFANY & CO.

Ticker:       TIF            Security ID:  886547108
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael J. Kowalski      For       For          Management
2     Elect Director Rose Marie Bravo         For       For          Management
3     Elect Director Gary E. Costley          For       For          Management
4     Elect Director Lawrence K. Fish         For       For          Management
5     Elect Director Abby F. Kohnstamm        For       For          Management
6     Elect Director Charles K. Marquis       For       For          Management
7     Elect Director Peter W. May             For       For          Management
8     Elect Director William A. Shutzer       For       For          Management
9     Elect Director Robert S. Singer         For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

TRACTOR SUPPLY COMPANY

Ticker:       TSCO           Security ID:  892356106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James F. Wright          For       For          Management
1.2   Elect Director Johnston C. Adams        For       For          Management
1.3   Elect Director Peter D. Bewley          For       For          Management
1.4   Elect Director Jack C. Bingleman        For       For          Management
1.5   Elect Director Richard W. Frost         For       For          Management
1.6   Elect Director Cynthia T. Jamison       For       For          Management
1.7   Elect Director George MacKenzie         For       For          Management
1.8   Elect Director Edna K. Morris           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Andrew H. Card, Jr.      For       For          Management
2     Elect Director Erroll B. Davis, Jr.     For       For          Management
3     Elect Director Thomas J. Donohue        For       For          Management
4     Elect Director Archie W. Dunham         For       For          Management
5     Elect Director Judith Richards Hope     For       For          Management
6     Elect Director Charles C. Krulak        For       For          Management
7     Elect Director Michael R. McCarthy      For       For          Management
8     Elect Director Michael W. McConnell     For       For          Management
9     Elect Director Thomas F. McLarty, III   For       For          Management
10    Elect Director Steven R. Rogel          For       For          Management
11    Elect Director Jose H. Villarreal       For       For          Management
12    Elect Director James R. Young           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Report on Lobbying Payments and Policy  Against   For          Shareholder
16    Stock Retention                         Against   Against      Shareholder

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



UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: APR 27, 2012   Meeting Type: Special
Record Date:  MAR 22, 2012

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

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

UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: JUN 08, 2012   Meeting Type: Annual
Record Date:  MAY 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jenne K. Britell         For       For          Management
2     Elect Director Jose B. Alvarez          For       For          Management
3     Elect Director Bobby J. Griffin         For       For          Management
4     Elect Director Michael J. Kneeland      For       For          Management
5     Elect Director Pierre E. Leroy          For       For          Management
6     Elect Director Singleton B. McAllister  For       For          Management
7     Elect Director Brian D. McAuley         For       For          Management
8     Elect Director John S. McKinney         For       For          Management
9     Elect Director James H. Ozanne          For       For          Management
10    Elect Director Jason D. Papastavrou     For       For          Management
11    Elect Director Filippo Passerini        For       For          Management
12    Elect Director Donald C. Roof           For       For          Management
13    Elect Director Keith Wimbush            For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Repeal Exclusive Venue Provision        Against   Against      Shareholder

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

URBAN OUTFITTERS, INC.

Ticker:       URBN           Security ID:  917047102
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard A. Hayne         For       For          Management
1.2   Elect Director Harry S. Cherken, Jr.    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Add Women and Minorities to the Board   Against   For          Shareholder
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
5     Declassify the Board of Directors       Against   For          Shareholder

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



VERIFONE SYSTEMS, INC.

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

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

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

VERISIGN, INC.

Ticker:       VRSN           Security ID:  92343E102
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

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

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

VERISK ANALYTICS, INC.

Ticker:       VRSK           Security ID:  92345Y106
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Hyatt Brown           For       For          Management
1.2   Elect Director Glen A. Dell             For       For          Management
1.3   Elect Director Samuel G. Liss           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management

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



VF CORPORATION

Ticker:       VFC            Security ID:  918204108
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Hurst          For       For          Management
1.2   Elect Director Laura W. Lang            For       For          Management
1.3   Elect Director W. Alan McCollough       For       For          Management
1.4   Elect Director Raymond G. Viault        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       Against   For          Shareholder

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

VISA INC.

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

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

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

VMWARE, INC.

Ticker:       VMW            Security ID:  928563402
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
2     Ratify Auditors                         For       For          Management

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



                                  SIGNATURES

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

Registrant: MFS SERIES TRUST II

By (Signature and Title):  JOHN M. CORCORAN*
                           ----------------------------------------------------
                           John M. Corcoran,
                           Principal Executive Officer & President

Date: August 13, 2012

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

*   Executed by Susan S. Newton on behalf of John M. Corcoran pursuant to a
    Power of Attorney dated July 18th, 2012. (1)

(1) Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915
    and 811-4096) Post-Effective Amendment No. 54 filed with the SEC via EDGAR
    on July 26, 2012.