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 811-859

                    MASSACHUSETTS INVESTORS GROWTH STOCK FUND
               (Exact name of registrant as specified in charter)

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

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

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

                      Date of fiscal year end: November 30

             Date of reporting period: July 1, 2011 - June 30, 2012




ITEM 1.  PROXY VOTING RECORD.




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

ICA File Number: 811-00859
Reporting Period: 07/01/2011 - 06/30/2012
Massachusetts Investors Growth Stock Fund









================== Massachusetts Investors Growth Stock 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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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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AMPHENOL CORPORATION

Ticker:       APH            Security ID:  032095101
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward G. Jepsen         For       For          Management
1.2   Elect Director John R. Lord             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Approve Non-Employee Director           For       For          Management
      Restricted Stock Plan
7     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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APPLE INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       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


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

BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: JAN 31, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Basil L. Anderson        For       For          Management
2     Elect Director Henry P. Becton, Jr.     For       For          Management
3     Elect Director Edward F. Degraan        For       For          Management
4     Elect Director Vincent A. Forlenza      For       For          Management
5     Elect Director Claire M. Fraser-liggett For       For          Management
6     Elect Director Christopher Jones        For       For          Management
7     Elect Director Marshall O. Larsen       For       For          Management
8     Elect Director Edward J. Ludwig         For       For          Management
9     Elect Director Adel A.F. Mahmoud        For       For          Management
10    Elect Director Gary A. Mecklenburg      For       For          Management
11    Elect Director James F. Orr             For       For          Management
12    Elect Director Willard J. Overlock, Jr  For       For          Management
13    Elect Director Bertram L. Scott         For       For          Management
14    Elect Director Alfred Sommer            For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Provide for Cumulative Voting           Against   Against      Shareholder


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BHP BILLITON LIMITED

Ticker:       BHP            Security ID:  088606108
Meeting Date: NOV 17, 2011   Meeting Type: Annual
Record Date:  SEP 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for BHP Billiton
      Limited and BHP Billiton Plc
2     Elect Lindsay Maxsted as a Director of  For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
3     Elect Shriti Vadera as a Director of    For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
4     Elect Malcolm Broomhead as a Director   For       For          Management
      of BHP Billiton Limited and BHP
      Billiton Plc
5     Elect John Buchanan as a Director of    For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
6     Elect Carlos Cordeiro as a Director of  For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
7     Elect David Crawford as a Director of   For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
8     Elect Carolyn Hewson as a Director of   For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
9     Elect Marius Kloppers as a Director of  For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
10    Elect Wayne Murdy as a Director of BHP  For       For          Management
      Billiton Limited and BHP Billiton Plc
11    Elect Keith Rumble as a Director of     For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
12    Elect John Schubert as a Director of    For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
13    Elect Jacques Nasser as a Director of   For       For          Management
      BHP Billiton Limited and BHP Billiton
      Plc
14    Appoint KPMG Audit Plc as Auditors of   For       For          Management
      BHP Billiton Plc
15    Approve the Authority to Issue Shares   For       For          Management
      in BHP Biliton Plc
16    Approve the Authority to Issue Shares   For       For          Management
      in BHP Biliton Plc for Cash
17    Approve the Repurchase of Up to 213.62  For       For          Management
      Million Shares in BHP Billiton Plc
18    Approve the Remuneration Report         For       For          Management
19    Approve the Termination Benefits for    For       For          Management
      Group Management Committee Members
20    Approve the Grant of Awards to Marius   For       For          Management
      Kloppers under the Group Incentive
      Scheme and the Long Term Incentive Plan


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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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CHEVRON CORPORATION

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

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


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CHURCH & DWIGHT CO., INC.

Ticker:       CHD            Security ID:  171340102
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director T. Rosie Albright        For       For          Management
2     Elect Director Ravichandra K. Saligram  For       For          Management
3     Elect Director Robert K. Shearer        For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


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CISCO SYSTEMS, INC.

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

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


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CME GROUP INC.

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

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


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COLGATE-PALMOLIVE COMPANY

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Nikesh Arora             For       For          Management
2     Elect Director John T. Cahill           For       For          Management
3     Elect Director Ian Cook                 For       For          Management
4     Elect Director Helene D. Gayle          For       For          Management
5     Elect Director Ellen M. Hancock         For       For          Management
6     Elect Director Joseph Jimenez           For       For          Management
7     Elect Director Richard J. Kogan         For       For          Management
8     Elect Director Delano E. Lewis          For       For          Management
9     Elect Director J. Pedro Reinhard        For       For          Management
10    Elect Director Stephen I. Sadove        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


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

CVS CAREMARK CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

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


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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


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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


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DENTSPLY INTERNATIONAL INC.

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

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


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

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


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

DIRECTV

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

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


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

EBAY INC.

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

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


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

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


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

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


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

EXPRESS SCRIPTS HOLDING COMPANY

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

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


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

EXXON MOBIL CORPORATION

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

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


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: MAR 14, 2012   Meeting Type: Annual
Record Date:  JAN 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Samuel H. Armacost       For       For          Management
2     Elect Director Charles Crocker          For       For          Management
3     Elect Director Joseph R. Hardiman       For       For          Management
4     Elect Director Charles B. Johnson       For       For          Management
5     Elect Director Gregory E. Johnson       For       For          Management
6     Elect Director Rupert H. Johnson, Jr.   For       For          Management
7     Elect Director Mark C. Pigott           For       For          Management
8     Elect Director Chutta Ratnathicam       For       For          Management
9     Elect Director Laura Stein              For       For          Management
10    Elect Director Anne M. Tatlock          For       For          Management
11    Elect Director Geoffrey Y. Yang         For       For          Management
12    Ratify Auditors                         For       For          Management


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

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


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

HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 21, 2012   Meeting Type: Annual
Record Date:  JAN 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Marc L. Andreessen       For       Against      Management
2     Elect Director Shumeet Banerji          For       For          Management
3     Elect Director Rajiv L. Gupta           For       Against      Management
4     Elect Director John H. Hammergren       For       Against      Management
5     Elect Director Raymond. J. Lane         For       For          Management
6     Elect Director Ann M. Livermore         For       For          Management
7     Elect Director G. M. Reiner             For       For          Management
8     Elect Director Patricia. F. Russo       For       For          Management
9     Elect Director G. Kennedy Thompson      For       Against      Management
10    Elect Director Margaret C. Whitman      For       For          Management
11    Elect Director Ralph. V. Whitworth      For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
14    Adopt Retention Ratio for Executives    Against   Against      Shareholder


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

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


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

INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alain J.P. Belda         For       For          Management
2     Elect Director William R. Brody         For       For          Management
3     Elect Director Kenneth I. Chenault      For       For          Management
4     Elect Director Michael L. Eskew         For       For          Management
5     Elect Director David N. Farr            For       For          Management
6     Elect Director Shirley Ann Jackson      For       For          Management
7     Elect Director Andrew N. Liveris        For       For          Management
8     Elect Director W. James McNerney, Jr.   For       For          Management
9     Elect Director James W. Owens           For       For          Management
10    Elect Director Samuel J. Palmisano      For       For          Management
11    Elect Director Virginia M. Rometty      For       For          Management
12    Elect Director Joan E. Spero            For       For          Management
13    Elect Director Sidney Taurel            For       For          Management
14    Elect Director Lorenzo H. Zambrano      For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Provide for Cumulative Voting           Against   Against      Shareholder
18    Report on Political Contributions       Against   Against      Shareholder
19    Report on Lobbying Expenses             Against   Against      Shareholder


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

JOHNSON & JOHNSON

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

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


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

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


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

KOHL'S CORPORATION

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Peter Boneparth          For       For          Management
2     Elect Director Steven A. Burd           For       For          Management
3     Elect Director John F. Herma            For       For          Management
4     Elect Director Dale E. Jones            For       For          Management
5     Elect Director William S. Kellogg       For       For          Management
6     Elect Director Kevin Mansell            For       For          Management
7     Elect Director John E. Schlifske        For       For          Management
8     Elect Director Frank V. Sica            For       For          Management
9     Elect Director Peter M. Sommerhauser    For       For          Management
10    Elect Director Stephanie A. Streeter    For       For          Management
11    Elect Director Nina G. Vaca             For       For          Management
12    Elect Director Stephen E. Watson        For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Adopt Policy on Ending Use of Animal    Against   Against      Shareholder
      Fur in Products
16    Adopt Policy on Succession Planning     Against   Against      Shareholder
17    Stock Retention/Holding Period          Against   Against      Shareholder


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

KUEHNE & NAGEL INTERNATIONAL AG

Ticker:       KNIN           Security ID:  H4673L145
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 3.85 per Share
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4a    Reelect Renato Fassbind as Director     For       For          Management
4b    Reelect Juergen Fitschen as Director    For       For          Management
4c    Reelect Karl Gernandt as Director       For       For          Management
4d    Reelect Hans-Joerg Hager as Director    For       For          Management
4e    Reelect Klaus-Michael Kuehne as         For       For          Management
      Director
4f    Reelect Hans Lerch as Director          For       For          Management
4g    Reelect Thomas Staehelin as Director    For       For          Management
4h    Reelect Joerg Wolle as Director         For       For          Management
4i    Reelect Bernd Wrede as Director         For       For          Management
5     Ratify KPMG as Auditors                 For       For          Management
6a    Approve Creation of CHF 20 Million      For       For          Management
      Pool of Capital without Preemptive
      Rights
6b    Approve Creation of CHF 20 Million      For       For          Management
      Pool of Capital without Preemptive
      Rights for Equity Compensation Awards
      to Employees
6c    Amend Articles Re: Share Register       For       For          Management
6d    Amend Articles Re: Decisions of the     For       For          Management
      Board of Directors
6e    Amend Articles Re: Delete Article       For       For          Management
      Concerning Contributions in Kind


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

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


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

MEDCO HEALTH SOLUTIONS, INC.

Ticker:       MHS            Security ID:  58405U102
Meeting Date: DEC 21, 2011   Meeting Type: Special
Record Date:  NOV 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management
3     Advisory Vote on Golden Parachutes      For       For          Management


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

MEDTRONIC, INC.

Ticker:       MDT            Security ID:  585055106
Meeting Date: AUG 25, 2011   Meeting Type: Annual
Record Date:  JUN 27, 2011

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


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

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


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

MSCI INC.

Ticker:       MSCI           Security ID:  55354G100
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Benjamin F. Dupont       For       For          Management
2     Elect Director Henry A. Fernandez       For       For          Management
3     Elect Director Alice W. Handy           For       For          Management
4     Elect Director Catherine R. Kinney      For       For          Management
5     Elect Director  Linda H. Riefler        For       Withhold     Management
6     Elect Director George W. Siguler        For       For          Management
7     Elect Director Patrick Tierney          For       For          Management
8     Elect Director Rodolphe M. Vallee       For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Ratify Auditors                         For       For          Management
11    Approve Elimination of Class B Common   For       For          Management
      Stock; Increase Authorized Class A
      Common Stock; Reclassify Class A
      Common Stock and Make Certain Other
      Conforming Changes


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

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


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

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


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

OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John D. Wren             For       For          Management
2     Elect Director Bruce Crawford           For       For          Management
3     Elect Director Alan R. Batkin           For       For          Management
4     Elect Director Mary C. Choksi           For       For          Management
5     Elect Director Robert Charles Clark     For       For          Management
6     Elect Director Leonard S. Coleman, Jr.  For       For          Management
7     Elect Director Errol M. Cook            For       For          Management
8     Elect Director Susan S. Denison         For       For          Management
9     Elect Director Michael A. Henning       For       For          Management
10    Elect Director John R. Murphy           For       For          Management
11    Elect Director John R. Purcell          For       For          Management
12    Elect Director Linda Johnson Rice       For       For          Management
13    Elect Director Gary L. Roubos           For       For          Management
14    Ratify Auditors                         For       For          Management
15    Provide Right to Call Special Meeting   For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Prepare Employment Diversity Report     Against   For          Shareholder


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

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


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

PATTERSON COMPANIES, INC.

Ticker:       PDCO           Security ID:  703395103
Meeting Date: SEP 12, 2011   Meeting Type: Annual
Record Date:  JUL 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andre B. Lacey           For       For          Management
1.2   Elect Director Les C. Vinney            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   None      One Year     Management
4     Ratify Auditors                         For       For          Management


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

PEPSICO, INC.

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

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


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

PRAXAIR, INC.

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

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


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

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


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

RIO TINTO PLC

Ticker:       RIO            Security ID:  G75754104
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  APR 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Elect Chris Lynch as Director           For       For          Management
4     Elect John Varley as Director           For       For          Management
5     Re-elect Tom Albanese as Director       For       For          Management
6     Re-elect Robert Brown as Director       For       For          Management
7     Re-elect Vivienne Cox as Director       For       For          Management
8     Re-elect Jan du Plessis as Director     For       For          Management
9     Re-elect Guy Elliott as Director        For       For          Management
10    Re-elect Michael Fitzpatrick as         For       For          Management
      Director
11    Re-elect Ann Godbehere as Director      For       For          Management
12    Re-elect Richard Goodmanson as Director For       For          Management
13    Re-elect Lord Kerr as Director          For       For          Management
14    Re-elect Paul Tellier as Director       For       For          Management
15    Re-elect Sam Walsh as Director          For       For          Management
16    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors and Authorise Their
      Remuneration
17    Approve Global Employee Share Plan      For       For          Management
18    Approve Share Savings Plan              For       For          Management
19    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
20    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
21    Authorise Market Purchase               For       For          Management
22    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

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


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

SENSATA TECHNOLOGIES HOLDING N.V.

Ticker:       9ST            Security ID:  N7902X106
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  APR 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Thomas Wroe, Jr. as Director      For       Against      Management
2     Elect Martha Sullivan as Director       For       Against      Management
3     Elect Lewis B. Campbell as Director     For       For          Management
4     Elect Paul Edgerley as Director         For       Against      Management
5     Elect Michael J. Jacobson as Director   For       For          Management
6     Elect John Lewis as Director            For       For          Management
7     Elect Charles W. Peffer as Director     For       For          Management
8     Elect Kirk P. Pond as Director          For       For          Management
9     Elect Michael Ward as Director          For       Against      Management
10    Elect Stephen Zide as Director          For       Against      Management
11    Ratify Ernst & Young LLP as Auditors    For       For          Management
12    Approve Financial Statements and        For       For          Management
      Statutory Reports for Fiscal Year 2011
13    Approve Discharge of Board              For       For          Management
14    Approve Remuneration Report Containing  For       For          Management
      Remuneration Policy for Management
      Board Members
15    Grant Board Authority to Repurchase     For       For          Management
      Shares
16    Grant Board Authority to Issue Shares   For       Against      Management
      and Limit/Exclude Preemptive Rights
      for Five Years
17    Amend Articles Re: Board Related        For       For          Management


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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John W. Brown            For       For          Management
2     Elect Director Daniel J. Starks         For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Declassify the Board of Directors       For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD.

Ticker:       2330           Security ID:  874039100
Meeting Date: JUN 12, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve 2011 Business Operations        For       For          Management
      Report and Financial Statements
2     Approve Plan on 2011 Profit             For       For          Management
      Distribution
3     Amend the Articles of Association       For       For          Management
4     Approve Amendment to Rules and          For       For          Management
      Procedures for Election of Directors
5.1   Elect Morris Chang, with Shareholder    For       For          Management
      No.4515, as Director
5.2   Elect F.C. Tseng, with Shareholder No.  For       For          Management
      104, as Director
5.3   Elect Johnsee Lee, a Representative of  For       For          Management
      National Development Fund, Executive
      Yuan, with Shareholder No. 1, as
      Director
5.4   Elect Rick Tsai, with Shareholder No.   For       For          Management
      7252, as Director
5.5   Elect Sir Peter Leahy Bonfield, with    For       For          Management
      Passport No.093180657, as Independent
      Director
5.6   Elect Stan Shih, with Shareholder No.   For       For          Management
      534770, as Independent Director
5.7   Elect Thomas J. Engibous, with          For       For          Management
      Passport No.135021464, as Independent
      Director
5.8   Elect Gregory C. Chow, with Passport    For       For          Management
      No.214553970, as Independent Director
5.9   Elect Kok-Choo Chen, with Shareholder   For       For          Management
      No.9546, as Independent Director
6     Transact Other Business (Non-Voting)    None      None         Management


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

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


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

THE BANK OF NEW YORK MELLON CORPORATION

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 10, 2012   Meeting Type: Annual
Record Date:  FEB 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ruth E. Bruch            For       For          Management
2     Elect Director Nicholas M. Donofrio     For       For          Management
3     Elect Director Gerald L. Hassell        For       For          Management
4     Elect Director Edmund F. Kelly          For       For          Management
5     Elect Director Richard J. Kogan         For       For          Management
6     Elect Director Michael J. Kowalski      For       For          Management
7     Elect Director John A. Luke, Jr.        For       For          Management
8     Elect Director Mark A. Nordenberg       For       For          Management
9     Elect Director Catherine A. Rein        For       For          Management
10    Elect Director William C. Richardson    For       For          Management
11    Elect Director Samuel C. Scott, III     For       For          Management
12    Elect Director Wesley W. von Schack     For       For          Management
13    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
14    Ratify Auditors                         For       For          Management
15    Require Independent Board Chairman      Against   Against      Shareholder
16    Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting


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

THE CHARLES SCHWAB CORPORATION

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Nancy H. Bechtle         For       For          Management
2     Elect Director Walter W. Bettinger, II  For       For          Management
3     Elect Director C. Preston Butcher       For       For          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       For       For          Management
7     Report on Political Contributions       Against   For          Shareholder
8     Adopt Proxy Access Right                Against   Against      Shareholder


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

THE DUN & BRADSTREET CORPORATION

Ticker:       DNB            Security ID:  26483E100
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Austin A. Adams          For       For          Management
2     Elect Director John W. Alden            For       For          Management
3     Elect Director Christopher J. Coughlin  For       For          Management
4     Elect Director James N. Fernandez       For       For          Management
5     Elect Director Paul R. Garcia           For       For          Management
6     Elect Director Douglas A. Kehring       For       For          Management
7     Elect Director Sara Mathew              For       For          Management
8     Elect Director Sandra E. Peterson       For       For          Management
9     Elect Director Michael J. Winkler       For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
12    Provide Right to Call Special Meeting   For       For          Management


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

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 11, 2011   Meeting Type: Annual
Record Date:  AUG 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Angela F. Braly          For       For          Management
2     Elect Director Kenneth I. Chenault      For       For          Management
3     Elect Director Scott D. Cook            For       For          Management
4     Elect Director Susan Desmond-Hellmann   For       For          Management
5     Elect Director Robert A. McDonald       For       For          Management
6     Elect Director W. James McNerney, Jr.   For       For          Management
7     Elect Director Johnathan A. Rodgers     For       For          Management
8     Elect Director Margaret C. Whitman      For       For          Management
9     Elect Director Mary Agnes Wilderotter   For       For          Management
10    Elect Director Patricia A. Woertz       For       For          Management
11    Elect Director Ernesto Zedillo          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Amend Articles of Incorporation         For       For          Management
16    Provide for Cumulative Voting           Against   Against      Shareholder
17    Phase Out Use of Laboratory Animals in  Against   Against      Shareholder
      Pet Food Product Testing
18    Report on Political Contributions and   Against   Against      Shareholder
      Provide Advisory Vote


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

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


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

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  FEB 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Louis R. Chenevert       For       For          Management
2     Elect Director John V. Faraci           For       For          Management
3     Elect Director Jean-Pierre Garnier, Ph. For       For          Management
      D.
4     Elect Director Jamie S. Gorelick        For       For          Management
5     Elect Director Edward A. Kangas         For       For          Management
6     Elect Director Ellen J. Kullman         For       For          Management
7     Elect Director Richard D. McCormick     For       For          Management
8     Elect Director Harold McGraw, III       For       For          Management
9     Elect Director Richard B. Myers         For       For          Management
10    Elect Director H. Patrick Swygert       For       For          Management
11    Elect Director Andre Villeneuve         For       For          Management
12    Elect Director Christine Todd Whitman   For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

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


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

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


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

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

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


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

WATERS CORPORATION

Ticker:       WAT            Security ID:  941848103
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joshua Bekenstein        For       For          Management
1.2   Elect Director M.J. Berendt             For       For          Management
1.3   Elect Director Douglas A. Berthiaume    For       For          Management
1.4   Elect Director Edward Conard            For       For          Management
1.5   Elect Director L.H. Glimcher            For       For          Management
1.6   Elect Director Christopher A. Kuebler   For       For          Management
1.7   Elect Director William J. Miller        For       For          Management
1.8   Elect Director Joann A. Reed            For       For          Management
1.9   Elect Director Thomas P. Salice         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              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: MASSACHUSETTS INVESTORS GROWTH STOCK FUND

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,