BlackRock Funds II

Name and address of agent for service: John Perlowski, Chief Executive Officer, BlackRock Funds II, 55 East 52^nd Street,



ICA File Number: 811-22061
Reporting Period: 07/01/2011 - 06/30/2012
BlackRock Funds II









================ BlackRock Aggressive Growth Prepared Portfolio ================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================= BlackRock AMT-Free Municipal Bond Portfolio ==================


MASSACHUSETTS ST DEV FIN AGY REV


Ticker:                      Security ID:  57583RPW9
Meeting Date: AUG 12, 2011   Meeting Type: Written Consent
Record Date:  JUN 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     The Plan                                None      For          Management

=========================== BlackRock Bond Portfolio ===========================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================== BlackRock Conservative Prepared Portfolio ===================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



======================== BlackRock Core Bond Portfolio =========================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=================== BlackRock Emerging Market Debt Portfolio ===================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=================== BlackRock Floating Rate Income Portfolio ===================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================== BlackRock Global Dividend Income Portfolio ==================


ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Elizabeth E. Bailey      For       For          Management
2     Elect Director Gerald L. Baliles        For       For          Management
3     Elect Director Martin J. Barrington     For       For          Management
4     Elect Director John T. Casteen III      For       For          Management
5     Elect Director Dinyar S. Devitre        For       For          Management
6     Elect Director Thomas F. Farrell II     For       For          Management
7     Elect Director Thomas W. Jones          For       For          Management
8     Elect Director W. Leo Kiely III         For       For          Management
9     Elect Director Kathryn B. McQuade       For       For          Management
10    Elect Director George Munoz             For       For          Management
11    Elect Director Nabil Y. Sakkab          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Report on Lobbying Payments and Policy  Against   Against      Shareholder


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ANHEUSER-BUSCH INBEV SA

Ticker:       ABI            Security ID:  B6399C107
Meeting Date: APR 25, 2012   Meeting Type: Annual/Special
Record Date:  APR 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
A1a   Receive Special Board Report            None      None         Management
A1b   Receive Special Auditor Report          None      None         Management
A1c   Eliminate Preemptive Rights Re:         For       Against      Management
      Issuance of Warrants
A1d   Approve Issuance of 215,000 Warrants    For       Against      Management
A1e   Renew Authorization to Increase Share   For       Against      Management
      Capital within the Framework of
      Authorized Capital Re: Issuance of
      Warrants as Proposed under Item A1d
A1f   Approve Deviation from Belgian Company  For       Against      Management
      Law Provision Re: Grant of Warrants to
      Non-Executive Directors
A1g   Authorize Implementation of Approved    For       Against      Management
      Resolutions and Filing of Required
      Documents/Formalities at Trade Registry
B1    Receive Directors' Reports (Non-Voting) None      None         Management
B2    Receive Auditors' Reports (Non-Voting)  None      None         Management
B3    Receive Consolidated Financial          None      None         Management
      Statements and Statutory Reports
      (Non-Voting)
B4    Approve Financial Statements,           For       For          Management
      Allocation of Income, and Dividends of
      EUR 1.20 per Share
B5    Approve Discharge of Directors          For       For          Management
B6    Approve Discharge of Auditors           For       For          Management
B7    Receive Information on Resignation of   None      None         Management
      Peter Harf as Director
B8a   Approve Remuneration Report             For       Abstain      Management
B8b   Approve Omnibus Stock Plan              For       Against      Management
B9    Approve Change-of-Control Clause Re :   For       For          Management
      Updated EMTN Program
C1    Authorize Implementation of Approved    For       For          Management
      Resolutions and Filing of Required
      Documents/Formalities at Trade Registry


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

AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Randall L. Stephenson    For       For          Management
2     Elect Director Gilbert F. Amelio        For       For          Management
3     Elect Director Reuben V. Anderson       For       For          Management
4     Elect DirectorJames H. Blanchard        For       For          Management
5     Elect DirectorJaime Chico Pardo         For       For          Management
6     Elect Director James P. Kelly           For       For          Management
7     Elect Director Jon C. Madonna           For       For          Management
8     Elect Director John B. McCoy            For       For          Management
9     Elect Director Joyce M. Roche           For       For          Management
10    Elect Director Matthew K. Rose          For       For          Management
11    Elect Director Laura D'Andrea Tyson     For       For          Management
12    Ratification Of Appointment Of          For       For          Management
      Independent Auditors.
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Provide Right to Act by Written Consent For       Against      Management
15    Report on Political Contributions       Against   Against      Shareholder
16    Commit to Wireless Network Neutrality   Against   Against      Shareholder
17    Require Independent Board Chairman      Against   Against      Shareholder


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

BEZEQ THE ISRAELI TELECOMMUNICATION CORP. LTD.

Ticker:       BEZQ           Security ID:  M2012Q100
Meeting Date: MAR 27, 2012   Meeting Type: Special
Record Date:  FEB 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Transaction with a Related      For       For          Management
      Party
1a    Indicate Personal Interest in Proposed  None      Against      Management
      Agenda Item


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

BEZEQ THE ISRAELI TELECOMMUNICATION CORP. LTD.

Ticker:       BEZQ           Security ID:  M2012Q100
Meeting Date: APR 24, 2012   Meeting Type: Annual/Special
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for 2011
2     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their Remuneration, Report on
      Audit Fees
3.1   Reelect Shaul Elovitz as Director       For       For          Management
3.2   Reelect Ohr Elovitz as Director         For       For          Management
3.3   Reelect Orana Elovitz-Feld as Director  For       For          Management
3.4   Reelect Aryeh Saban as Director         For       For          Management
3.5   Reelect Eldad Ben-Moshe as Director     For       For          Management
3.6   Reelect Amiqam Shorer as Director       For       For          Management
3.7   Reelect Palix Cohen as Director         For       For          Management
3.8   Reelect Rami Namkin as Director         For       For          Management
3.9   Reelect Yehoshua Rosenzweig as Director For       For          Management
4     Approve Dividends                       For       For          Management
5     Approve Director Bonus                  For       For          Management
6     Approve Transaction with a Related      For       For          Management
      Party
6a    Indicate Personal Interest in Proposed  None      Against      Management
      Agenda Item
7     Approve Transaction with a Related      For       For          Management
      Party
7a    Indicate Personal Interest in Proposed  None      Against      Management
      Agenda Item


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

BHP BILLITON PLC

Ticker:       BLT            Security ID:  G10877101
Meeting Date: OCT 20, 2011   Meeting Type: Annual
Record Date:  OCT 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Elect Lindsay Maxsted as Director       For       For          Management
3     Elect Shriti Vadera as Director         For       For          Management
4     Re-elect Malcolm Broomhead as Director  For       For          Management
5     Re-elect John Buchanan as Director      For       For          Management
6     Re-elect Carlos Cordeiro as Director    For       For          Management
7     Re-elect David Crawford as Director     For       For          Management
8     Re-elect Carolyn Hewson as Director     For       For          Management
9     Re-elect Marius Kloppers as Director    For       For          Management
10    Re-elect Wayne Murdy as Director        For       For          Management
11    Re-elect Keith Rumble as Director       For       For          Management
12    Re-elect John Schubert as Director      For       For          Management
13    Re-elect Jacques Nasser as Director     For       For          Management
14    Reappoint KPMG Audit plc as Auditors    For       For          Management
      and Authorise Their Remuneration
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    Approve Remuneration Report             For       For          Management
19    Approve Termination Benefits for Group  For       For          Management
      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


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

BRITISH AMERICAN TOBACCO PLC

Ticker:       BATS           Security ID:  G1510J102
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  APR 24, 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     Approve Final Dividend                  For       For          Management
4     Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
5     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
6     Re-elect Richard Burrows as Director    For       For          Management
7     Re-elect John Daly as Director          For       For          Management
8     Re-elect Karen de Segundo as Director   For       For          Management
9     Re-elect Nicandro Durante as Director   For       For          Management
10    Re-elect Robert Lerwill as Director     For       For          Management
11    Re-elect Christine Morin-Postel as      For       For          Management
      Director
12    Re-elect Gerry Murphy as Director       For       For          Management
13    Re-elect Kieran Poynter as Director     For       For          Management
14    Re-elect Anthony Ruys as Director       For       For          Management
15    Re-elect Sir Nicholas Scheele as        For       For          Management
      Director
16    Re-elect Ben Stevens as Director        For       For          Management
17    Elect Ann Godbehere as Director         For       For          Management
18    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
20    Authorise Market Purchase               For       For          Management
21    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

CANON INC.

Ticker:       7751           Security ID:  J05124144
Meeting Date: MAR 29, 2012   Meeting Type: Annual
Record Date:  DEC 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 60
2     Amend Articles To Authorize Internet    For       For          Management
      Disclosure of Shareholder Meeting
      Materials - Indemnify Directors and
      Statutory Auditors
3.1   Elect Director Mitarai, Fujio           For       For          Management
3.2   Elect Director Tanaka, Toshizo          For       For          Management
3.3   Elect Director Ikoma, Toshiaki          For       For          Management
3.4   Elect Director Watanabe, Kunio          For       For          Management
3.5   Elect Director Adachi, Yoroku           For       For          Management
3.6   Elect Director Mitsuhashi, Yasuo        For       For          Management
3.7   Elect Director Matsumoto, Shigeyuki     For       For          Management
3.8   Elect Director Homma, Toshio            For       For          Management
3.9   Elect Director Nakaoka, Masaki          For       For          Management
3.10  Elect Director Honda, Haruhisa          For       For          Management
3.11  Elect Director Ozawa, Hideki            For       For          Management
3.12  Elect Director Maeda, Masaya            For       For          Management
3.13  Elect Director Tani, Yasuhiro           For       For          Management
3.14  Elect Director Araki, Makoto            For       For          Management
3.15  Elect Director Suematsu, Hiroyuki       For       For          Management
3.16  Elect Director Uzawa, Shigeyuki         For       For          Management
3.17  Elect Director Nagasawa, Kenichi        For       For          Management
3.18  Elect Director Otsuka, Naoji            For       For          Management
4     Appoint Statutory Auditor Uramoto,      For       For          Management
      Kengo
5     Approve Retirement Bonus Payment for    For       For          Management
      Directors
6     Approve Annual Bonus Payment to         For       For          Management
      Directors


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

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


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

CHUNGHWA TELECOM CO., LTD.

Ticker:       2412           Security ID:  17133Q502
Meeting Date: JUN 22, 2012   Meeting Type: Annual
Record Date:  APR 20, 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     Approve to Amend the Articles of        For       For          Management
      Association
4     Approve Amendment to Rules and          For       For          Management
      Procedures for Election of Directors
      and Supervisors
5     Approve to Amend Rules and Procedures   For       For          Management
      Regarding Shareholder's General Meeting
6     Approve to Amend Procedures Governing   For       For          Management
      the Acquisition or Disposal of Assets


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DBS GROUP HOLDINGS LTD.

Ticker:       D05            Security ID:  Y20246107
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Adopt Financial Statements and          For       For          Management
      Directors' and Auditors' Reports
2a    Declare Final Dividend of SGD 0.28 Per  For       For          Management
      Ordinary Share
2b    Declare Final Dividend of SGD 0.02 Per  For       For          Management
      Non-Voting Redeemable Convertible
      Preference Share
3     Approve Directors' Fees of SGD 2.7      For       For          Management
      Million for the Year Ended 2011
4     Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors and Authorize Board to Fix
      Their Remuneration
5a    Reelect Piyush Gupta as Director        For       For          Management
5b    Reelect Peter Seah as Director          For       For          Management
6a    Reelect Ho Tian Yee as Director         For       For          Management
6b    Reelect Nihal Kaviratne as Director     For       For          Management
7a    Approve Issuance of Shares and Grant    For       For          Management
      Awards Pursuant to the DBSH Share
      Option Plan and DBSH Share Plan
7b    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities with or
      without Preemptive Rights
7c    Approve Issuance of Shares Pursuant to  For       For          Management
      the DBSH Scrip Dividend Scheme to
      Dividends Declared for the Year Ended
      Dec. 31, 2011
7d    Approve Issuance of Shares Pursuant to  For       For          Management
      the DBSH Scrip Dividend Scheme to
      Dividends Declared for the Year Ending
      Dec. 31, 2012


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DBS GROUP HOLDINGS LTD.

Ticker:       D05            Security ID:  Y20246107
Meeting Date: APR 25, 2012   Meeting Type: Special
Record Date:

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


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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


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DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William P. Barr          For       For          Management
2     Elect Director Peter W. Brown           For       For          Management
3     Elect Director Helen E. Dragas          For       For          Management
4     Elect Director Thomas F. Farrell, II    For       For          Management
5     Elect Director John W. Harris           For       For          Management
6     Elect Director Robert S. Jepson, Jr.    For       For          Management
7     Elect Director Mark J. Kington          For       For          Management
8     Elect Director Frank S. Royal           For       For          Management
9     Elect Director Robert H. Spilman, Jr.   For       For          Management
10    Elect Director David A. Wollard         For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Adopt Renewable Energy Production Goal  Against   Against      Shareholder
14    Report on Encouraging Customer Use of   Against   Against      Shareholder
      Renewable Energy Systems
15    Report on Plant Closures                Against   Against      Shareholder
16    Report on Coal Use from Mountaintop     Against   Against      Shareholder
      Removal Mining
17    Report on Impacts and Risks of Natural  Against   Against      Shareholder
      Gas
18    Review and Report on Nuclear Safety     Against   Against      Shareholder


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EMERSON ELECTRIC CO.

Ticker:       EMR            Security ID:  291011104
Meeting Date: FEB 07, 2012   Meeting Type: Annual
Record Date:  NOV 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. Fernandez G.          For       For          Management
1.2   Elect Director A.F. Golden              For       For          Management
1.3   Elect Director W.R. Johnson             For       For          Management
1.4   Elect Director J.B. Menzer              For       For          Management
1.5   Elect Director A.A. Busch, III          For       For          Management
1.6   Elect Director R.I. Ridgway             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Sustainability                Against   Against      Shareholder
5     Declassify the Board of Directors       Against   For          Shareholder


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ENI SPA

Ticker:       ENI            Security ID:  T3643A145
Meeting Date: APR 30, 2012   Meeting Type: Annual/Special
Record Date:  APR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Allocation of Income            For       For          Management
3     Approve Remuneration Report             For       For          Management
1     Amend Articles 17 and 28; Add New       For       For          Management
      Article 34 (Board-Related)


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EUTELSAT COMMUNICATIONS

Ticker:       ETL            Security ID:  F3692M128
Meeting Date: NOV 08, 2011   Meeting Type: Annual/Special
Record Date:  NOV 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
3     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
4     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.90 per Share
5     Ratify Appointment of Fonds             For       Against      Management
      Strategique d Investissement as
      Director
6     Ratify Appointment of Abertis Telecom   For       For          Management
      as Director
7     Reelect Fonds Strategique d             For       For          Management
      Investissement as Director
8     Reelect Abertis Telecom as Director     For       For          Management
9     Reelect Bertrand Mabille as Director    For       For          Management
10    Elect Abertis Infraestructuras SA as    For       Against      Management
      Director
11    Elect Tradia Telecom SA as Director     For       For          Management
12    Elect Retevision I SA as Director       For       For          Management
13    Elect Jean-Paul Brillaud as Director    For       For          Management
14    Elect Jean-Martin Folz as Director      For       For          Management
15    Renew Appointment of Mazars as Auditor  For       For          Management
16    Renew Appointment of Gilles Rainault    For       For          Management
      as Alternate Auditor
17    Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 855,000
18    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
19    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
20    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 44 Million for Bonus
      Issue or Increase in Par Value
21    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 44 Million
22    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR  44 Million
23    Approve Issuance of up to 20 Percent    For       For          Management
      of Issued Capital Per Year for a
      Private Placement, up to Aggregate
      Nominal Amount of EUR 44 Million
24    Authorize Board to Set Issue Price for  For       Against      Management
      10 Percent Per Year of Issued Capital
      Pursuant to Issue Authority without
      Preemptive Rights
25    Authorize Board to Increase Capital in  For       Against      Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Under Items 20 to 22
26    Authorize Board to Issue Free Warrants  For       Against      Management
      with Preemptive Rights During a Public
      Tender Offer or Share Exchange
27    Authorize Capital Increase of Up to     For       For          Management
      EUR 44 Million for Future Exchange
      Offers
28    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
29    Authorize Issuance of Equity upon       For       For          Management
      Conversion of a Subsidiary's
      Equity-Linked Securities for Up to EUR
      44 Million
30    Approve Issuance of Securities          For       For          Management
      Convertible into Debt up to an
      Aggregate Amount of EUR 1.5 Billion
31    Approve Employee Stock Purchase Plan    For       For          Management
32    Authorize up to 0.5 Percent of Issued   For       Against      Management
      Capital for Use in Restricted Stock
      Plan
33    Authorize up to 0.5 Percent of Issued   For       Against      Management
      Capital for Use in Stock Option Plan
34    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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FAR EASTONE TELECOMMUNICATIONS CO., LTD.

Ticker:       4904           Security ID:  Y7540C108
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 13, 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     Approve Cash Dividend Distribution      For       For          Management
      through Capital Reserve
4     Amend the Articles of Association       For       For          Management
5     Approve to Amend Procedures Governing   For       For          Management
      the Acquisition or Disposal of Assets
6     Approve to Amend Rules and Procedures   For       For          Management
      Regarding Shareholder's General Meeting
7     Approve Issuance of Ordinary Shares     For       For          Management
      via Private Placement
8.1   Elect Douglas Hsu, a Representative of  None      Against      Shareholder
      Yuan Ding Construction Company, with
      Shareholder No.17366, as Director
8.2   Elect Director No.2                     None      Against      Shareholder
8.3   Elect Director No.3                     None      Against      Shareholder
8.4   Elect Director No.4                     None      Against      Shareholder
8.5   Elect Director No.5                     None      Against      Shareholder
8.6   Elect Director No.6                     None      Against      Shareholder
8.7   Elect Director No.7                     None      Against      Shareholder
8.8   Elect Lawrence Juen-Yee Lau, with ID    For       For          Shareholder
      19441212LA, as Independent Director
8.9   Elect Kurt Roland Hellstrom, with ID    For       For          Shareholder
      19431212KU, as Independent Director
8.10  Elect Supervisor No.1                   None      Against      Shareholder
8.11  Elect Supervisor No.2                   None      Against      Shareholder
8.12  Elect Supervisor No.3                   None      Against      Shareholder
9     Approve Release of Restrictions of      For       Against      Management
      Competitive Activities of Directors
10    Transact Other Business (Non-Voting)    None      None         Management


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

GENUINE PARTS COMPANY

Ticker:       GPC            Security ID:  372460105
Meeting Date: APR 23, 2012   Meeting Type: Annual
Record Date:  FEB 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary B. Bullock          For       For          Management
1.2   Elect Director Paul D. Donahue          For       For          Management
1.3   Elect Director Jean Douville            For       For          Management
1.4   Elect Director Thomas C. Gallagher      For       For          Management
1.5   Elect Director George C. Guynn          For       For          Management
1.6   Elect Director John R. Holder           For       For          Management
1.7   Elect Director John D. Johns            For       For          Management
1.8   Elect Director Michael M.E. Johns       For       For          Management
1.9   Elect Director J. Hicks Lanier          For       For          Management
1.10  Elect Director Robert C. Loudermilk,    For       For          Management
      Jr.
1.11  Elect Director Wendy B. Needham         For       For          Management
1.12  Elect Director Jerry W. Nix             For       For          Management
1.13  Elect Director Gary W. Rollins          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

GLAXOSMITHKLINE PLC

Ticker:       GSK            Security ID:  G3910J112
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAY 01, 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     Re-elect Sir Christopher Gent as        For       For          Management
      Director
4     Re-elect Sir Andrew Witty as Director   For       For          Management
5     Re-elect Sir Roy Anderson as Director   For       For          Management
6     Re-elect Dr Stephanie Burns as Director For       For          Management
7     Re-elect Stacey Cartwright as Director  For       For          Management
8     Re-elect Larry Culp as Director         For       For          Management
9     Re-elect Sir Crispin Davis as Director  For       For          Management
10    Re-elect Simon Dingemans as Director    For       For          Management
11    Re-elect Judy Lewent as Director        For       For          Management
12    Re-elect Sir Deryck Maughan as Director For       For          Management
13    Re-elect Dr Daniel Podolsky as Director For       For          Management
14    Re-elect Dr Moncef Slaoui as Director   For       For          Management
15    Re-elect Tom de Swaan as Director       For       For          Management
16    Re-elect Sir Robert Wilson as Director  For       For          Management
17    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
18    Authorise the Audit & Risk Committee    For       For          Management
      to Fix Remuneration of Auditors
19    Authorise EU Political Donations and    For       For          Management
      Expenditure
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorise Market Purchase               For       For          Management
23    Approve the Exemption from Statement    For       For          Management
      of the Name of the Senior Statutory
      Auditor in Published Copies of the
      Auditors' Reports
24    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
25    Approve 2012 ShareSave Plan             For       For          Management
26    Approve 2012 ShareReward Plan           For       For          Management


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

H & M HENNES & MAURITZ

Ticker:       HMB            Security ID:  W41422101
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  APR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Elect Chairman of Meeting               For       For          Management
3     Receive President's Report; Allow       None      None         Management
      Questions
4     Prepare and Approve List of             For       For          Management
      Shareholders
5     Approve Agenda of Meeting               For       For          Management
6     Designate Inspector(s) of Minutes of    For       For          Management
      Meeting
7     Acknowledge Proper Convening of Meeting For       For          Management
8a    Receive Financial Statements and        None      None         Management
      Statutory Reports; Receive Auditor's
      Report; Receive Auditor's Report on
      Application of Guidelines for
      Remuneration for Executive Management
8b    Receive Auditor's and Auditing          None      None         Management
      Committee's Reports
8c    Receive Chairman's Report About Board   None      None         Management
      Work
8d    Receive Report of the Chairman of the   None      None         Management
      Nominating Committee
9a    Approve Financial Statements and        For       For          Management
      Statutory Reports
9b    Approve Allocation of Income and        For       For          Management
      Dividends of SEK 9.50 per Share
9c    Approve Discharge of Board and          For       For          Management
      President
10    Determine Number of Members (8) and     For       For          Management
      Deputy Members (0) of Board
11    Approve Remuneration of Directors in    For       For          Management
      the Amount of SEK 1.35 Million to
      Chairman and SEK 475,000 for Other
      Directors; Approve Remuneration for
      Committee Work; Approve Remuneration
      of Auditors
12    Reelect Mia Livfors, Anders Dahlvig,    For       For          Management
      Lottie Knutson, Sussi Kvart, Bo
      Lundquist, Stefan Persson (Chairman),
      Melker Schorling, and Christian
      Sievert as Directors
13    Elect Chairman of the Board and Lottie  For       For          Management
      Tham, Liselott Ledin, Jan Andersson,
      and Anders Oscarsson as Members of
      Nominating Committee
14    Approve Remuneration Policy And Other   For       For          Management
      Terms of Employment For Executive
      Management
15    Close Meeting                           None      None         Management


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

HSBC HOLDINGS PLC

Ticker:       HSBA           Security ID:  G4634U169
Meeting Date: MAY 25, 2012   Meeting Type: Annual
Record Date:  MAY 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3a    Re-elect Safra Catz as Director         For       For          Management
3b    Re-elect Laura Cha as Director          For       For          Management
3c    Re-elect Marvin Cheung as Director      For       For          Management
3d    Re-elect John Coombe as Director        For       For          Management
3e    Elect Joachim Faber as Director         For       For          Management
3f    Re-elect Rona Fairhead as Director      For       For          Management
3g    Re-elect Douglas Flint as Director      For       For          Management
3h    Re-elect Alexander Flockhart as         For       For          Management
      Director
3i    Re-elect Stuart Gulliver as Director    For       For          Management
3j    Re-elect James Hughes-Hallett as        For       For          Management
      Director
3k    Re-elect William Laidlaw as Director    For       For          Management
3l    Elect John Lipsky as Director           For       For          Management
3m    Re-elect Janis Lomax as Director        For       For          Management
3n    Re-elect Iain Mackay as Director        For       For          Management
3o    Re-elect Nagavara Murthy as Director    For       For          Management
3p    Re-elect Sir Simon Robertson as         For       For          Management
      Director
3q    Re-elect John Thornton as Director      For       For          Management
4     Reappoint KPMG Audit plc as Auditors    For       For          Management
      and Authorise Their Remuneration
5     Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
6     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
7     Authorise Market Purchase               For       For          Management
8     Approve Scrip Dividend Program          For       For          Management
9     Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

IMPERIAL TOBACCO GROUP PLC

Ticker:       IMT            Security ID:  G4721W102
Meeting Date: FEB 01, 2012   Meeting Type: Annual
Record Date:  JAN 30, 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     Approve Final Dividend                  For       For          Management
4     Re-elect Ken Burnett as Director        For       For          Management
5     Re-elect Alison Cooper as Director      For       For          Management
6     Re-elect Robert Dyrbus as Director      For       For          Management
7     Re-elect Michael Herlihy as Director    For       For          Management
8     Re-elect Susan Murray as Director       For       For          Management
9     Re-elect Iain Napier as Director        For       For          Management
10    Re-elect Berge Setrakian as Director    For       For          Management
11    Re-elect Mark Williamson as Director    For       For          Management
12    Elect Malcolm Wyman as Director         For       For          Management
13    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
14    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
15    Authorise EU Political Donations and    For       For          Management
      Expenditure
16    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
17    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
18    Authorise Market Purchase               For       For          Management
19    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

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       Against      Management
6     Elect Director Susan L. Lindquist       For       For          Management
7     Elect Director Anne M. Mulcahy          For       Against      Management
8     Elect Director Leo F. Mullin            For       For          Management
9     Elect Director William D. Perez         For       Against      Management
10    Elect Director Charles Prince           For       Against      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       Against      Management
14    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
15    Approve Omnibus Stock Plan              For       For          Management
16    Ratify Auditors                         For       For          Management
17    Require Independent Board Chairman      Against   Against      Shareholder
18    Require Shareholder Vote to Approve     Against   Against      Shareholder
      Political Contributions
19    Adopt Animal-Free Training Methods      Against   Against      Shareholder


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

KONINKLIJKE KPN NV

Ticker:       KPN            Security ID:  N4297B146
Meeting Date: APR 12, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Receive Report of Management Board      None      None         Management
      (Non-Voting)
3     Adopt Financial Statements              For       For          Management
4     Receive Explanation on Company's        None      None         Management
      Reserves and Dividend Policy
5     Approve Dividends of EUR 0.85 Per Share For       For          Management
6     Approve Discharge of Management Board   For       For          Management
7     Approve Discharge of Supervisory Board  For       For          Management
8     Ratify PricewaterhouseCoopers           For       For          Management
      Accountants as Auditors
9     Amend Articles Re: Legislative Changes  For       For          Management
      and Decrease in Size of Management
      Board
10    Opportunity to Make Recommendations     None      None         Management
11    Elect P.A.M. van Bommel to Supervisory  For       For          Management
      Board
12    Composition of Supervisory Board in     None      None         Management
      2013
13    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
14    Approve Reduction in Share Capital by   For       For          Management
      Cancellation of Shares
15    Close Meeting                           None      None         Management


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

KRAFT FOODS INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Myra M. Hart             For       For          Management
2     Elect Director Peter B. Henry           For       For          Management
3     Elect Director Lois D. Juliber          For       For          Management
4     Elect Director Mark D. Ketchum          For       For          Management
5     Elect Director Terry J. Lundgren        For       For          Management
6     Elect Director Mackey J. McDonald       For       For          Management
7     Elect Director Jorge S. Mesquita        For       For          Management
8     Elect Director John C. Pope             For       Against      Management
9     Elect Director Fredric G. Reynolds      For       For          Management
10    Elect Director Irene B. Rosenfeld       For       For          Management
11    Elect Director Jean-Francois M.L. van   For       For          Management
      Boxmeer
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Change Company Name                     For       For          Management
14    Ratify Auditors                         For       For          Management
15    Report on Supply Chain and              Against   Against      Shareholder
      Deforestation
16    Report on Adopting Extended Producer    Against   Against      Shareholder
      Responsibility Policy
17    Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

LEGRAND

Ticker:       LR             Security ID:  F56196185
Meeting Date: MAY 25, 2012   Meeting Type: Annual/Special
Record Date:  MAY 21, 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 0.93 per Share
4     Approve Agreement with Olivier Bazil    For       For          Management
5     Approve Transaction with Subsidiaries   For       For          Management
      and Banks Re: Credit Agreement
6     Reelect Gerard Lamarche as Director     For       For          Management
7     Reelect Thierry de La Tour d Artaise    For       For          Management
      as Director
8     Elect Christel Bories as Director       For       For          Management
9     Elect Angeles Garcia Poveda as Director For       For          Management
10    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
11    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
12    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 500 Million
13    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 105 Million
14    Approve Issuance of up to 20 Percent    For       For          Management
      of Issued Capital Per Year for Private
      Placements up to Aggregate Nominal
      Amount of EUR 105 Million
15    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
16    Authorize Board to Set Issue Price for  For       Against      Management
      10 Percent Per Year of Issued Capital
      Pursuant to Issue Authority without
      Preemptive Rights
17    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 100 Million for Bonus
      Issue or Increase in Par Value
18    Approve Employee Stock Purchase Plan    For       For          Management
19    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
20    Set Total Limit for Capital Increase    For       For          Management
      to Result from All Issuance Requests
      under Items at EUR 500 Million
21    Amend Article 12 of Bylaws Re:          For       For          Management
      Electronic Vote
22    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

LORILLARD, INC.

Ticker:       LO             Security ID:  544147101
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert C. Almon          For       For          Management
1.2   Elect Director Kit D. Dietz             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management
5     Declassify the Board of Directors       None      For          Shareholder
6     Report on Political Contributions       Against   Against      Shareholder


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

M 1 LTD

Ticker:       B2F            Security ID:  Y6132C104
Meeting Date: APR 05, 2012   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Adopt Financial Statements and          For       For          Management
      Directors' and Auditors' Reports
2     Declare Final Dividend of SGD 0.079     For       For          Management
      Per Share
3     Reelect Low Huan Ping as Director       For       For          Management
4     Reelect Alan Ow Soon Sian as Director   For       For          Management
5     Reelect Karen Kooi Lee Wah as Director  For       For          Management
6     Reelect Reggie Thein as Director        For       For          Management
7     Approve Directors' Fees of SGD 406,999  For       For          Management
      for the Year Ended Dec. 31, 2011
8     Reappoint Ernst & Young LLP as          For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
9     Approve Issuance of Shares and Grant    For       Against      Management
      of Options Pursuant to the M1 Share
      Option Scheme
10    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities with or
      without Preemptive Rights
11    Authorize Share Repurchase Program      For       For          Management
12    Approve Mandate for Transactions with   For       For          Management
      Related Parties


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

MCDONALD'S CORPORATION

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert A. Eckert         For       For          Management
2     Elect Director Enrique Hernandez, Jr.   For       For          Management
3     Elect Director Jeanne P. Jackson        For       For          Management
4     Elect Director Andrew J. Mckenna        For       For          Management
5     Elect Director Donald Thompson          For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Approve Omnibus Stock Plan              For       For          Management
8     Declassify the Board of Directors       For       For          Management
9     Provide Right to Call Special Meeting   For       For          Management
10    Ratify Auditors                         For       For          Management
11    Report on Policy Responses to           Against   Against      Shareholder
      Children's Health Concerns and Fast
      Food


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Leslie A. Brun           For       For          Management
2     Elect Director Thomas R. Cech           For       For          Management
3     Elect Director Kenneth C. Frazier       For       For          Management
4     Elect Director Thomas H. Glocer         For       For          Management
5     Elect Director William B. Harrison Jr.  For       For          Management
6     Elect Director C. Robert Kidder         For       For          Management
7     Elect Director Rochelle B. Lazarus      For       For          Management
8     Elect Director Carlos E. Represas       For       For          Management
9     Elect Director Patricia F. Russo        For       For          Management
10    Elect Director Craig B. Thompson        For       For          Management
11    Elect Director Wendell P. Weeks         For       For          Management
12    Elect Director Peter C. Wendell         For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Provide Right to Act by Written Consent Against   Against      Shareholder
16    Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder
17    Report on Charitable and Political      Against   Against      Shareholder
      Contributions


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

NATIONAL BANK OF CANADA

Ticker:       NA             Security ID:  633067103
Meeting Date: APR 04, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Maryse Bertrand          For       For          Management
1.2   Elect Director Lawrence S. Bloomberg    For       For          Management
1.3   Elect Director Andre Caille             For       For          Management
1.4   Elect Director Gerard Coulombe          For       For          Management
1.5   Elect Director Bernard Cyr              For       For          Management
1.6   Elect Director Gillian H. Denham        For       For          Management
1.7   Elect Director Jean Douville            For       For          Management
1.8   Elect Director Paul Gobeil              For       For          Management
1.9   Elect Director Jean Houde               For       For          Management
1.10  Elect Director Louise Laflamme          For       For          Management
1.11  Elect Director Roseann Runte            For       For          Management
1.12  Elect Director Lino A. Saputo, Jr.      For       For          Management
1.13  Elect Director Pierre Thabet            For       For          Management
1.14  Elect Director Louis Vachon             For       For          Management
2     Advisory Vote on Executive              For       For          Management
      Compensation Approach
3     Ratify Samson Belair/Deloitte & Touche  For       For          Management
      as Auditors
4     Re-approve Stock Option Plan            For       For          Management
5     SP 1: Performance-Based Equity Awards   Against   Against      Shareholder
6     SP 2: Increase Disclosure of Executive  Against   Against      Shareholder
      Compensation
7     SP 3: Disclose Information on           Against   Against      Shareholder
      Compensation Consultant
8     SP 4: Establish a Separate Risk         Against   Against      Shareholder
      Management Committee


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

NESTLE SA

Ticker:       NESN           Security ID:  H57312649
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  APR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Accept Financial Statements and         For       For          Management
      Statutory Reports
1.2   Approve Remuneration Report             For       For          Management
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 1.95 per Share
4.1   Reelect Daniel Borel as Director        For       For          Management
4.2   Elect Henri de Castries as Director     For       For          Management
4.3   Ratify KPMG SA as Auditors              For       For          Management
5     Approve CHF 7.5 Million Reduction in    For       For          Management
      Share Capital via Cancellation of
      Repurchased Shares


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

NOVARTIS AG

Ticker:       NOVN           Security ID:  H5820Q150
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  FEB 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 2.25 per Share
4     Approve CHF 19.7 Million Reduction in   For       For          Management
      Share Capital via Cancellation of
      Repurchased Shares
5.1.1 Reelect Sikrant Datar as Director       For       Against      Management
5.1.2 Reelect Andreas von Planta as Director  For       For          Management
5.1.3 Reelect Wendelin Wiedeking as Director  For       For          Management
5.1.4 Reelect William Brody as Director       For       Against      Management
5.1.5 Reelect Rolf Zinkernagel as Director    For       For          Management
5.2   Elect Dimitri Azar as Director          For       For          Management
6     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors


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

NTT DOCOMO, INC.

Ticker:       9437           Security ID:  J59399105
Meeting Date: JUN 19, 2012   Meeting Type: Annual
Record Date:  MAR 31, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 2800
2.1   Elect Director Kato, Kaoru              For       For          Management
2.2   Elect Director Tsubochi, Kazuto         For       For          Management
2.3   Elect Director Iwasaki, Fumio           For       Against      Management
2.4   Elect Director Shindo, Tsutomu          For       For          Management
2.5   Elect Director Tanaka, Takashi          For       For          Management
2.6   Elect Director Yoshizawa, Kazuhiro      For       For          Management
2.7   Elect Director Onoe, Seizo              For       For          Management
2.8   Elect Director Kagawa, Wataru           For       For          Management
2.9   Elect Director Nagata, Kiyohito         For       For          Management
2.10  Elect Director Sato, Hirotaka           For       For          Management
2.11  Elect Director Takagi, Kazuhiro         For       For          Management
2.12  Elect Director Yamada, Ryuuji           For       For          Management
2.13  Elect Director Kusumoto, Hiroo          For       Against      Management
3     Appoint Statutory Auditor Utano,        For       Against      Management
      Takanori


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

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


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Dennis A. Ausiello       For       For          Management
2     Elect Director M. Anthony Burns         For       For          Management
3     Elect Director W. Don Cornwell          For       For          Management
4     Elect Director Frances D. Fergusson     For       For          Management
5     Elect Director William H. Gray, III     For       For          Management
6     Elect Director Helen H. Hobbs           For       For          Management
7     Elect Director Constance J. Horner      For       For          Management
8     Elect Director James M. Kilts           For       For          Management
9     Elect Director George A. Lorch          For       For          Management
10    Elect Director John P. Mascotte         For       For          Management
11    Elect Director Suzanne Nora Johnson     For       For          Management
12    Elect Director Ian C. Read              For       For          Management
13    Elect Director Stephen W. Sanger        For       For          Management
14    Elect Director Marc Tessier-Lavigne     For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Publish Political Contributions         Against   Against      Shareholder
18    Provide Right to Act by Written Consent Against   Against      Shareholder
19    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
20    Non-Employee Director Compensation      Against   Against      Shareholder


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

PHILIP MORRIS INTERNATIONAL INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Harold Brown             For       For          Management
2     Elect Director Mathis Cabiallavetta     For       For          Management
3     Elect DirectorLouis C. Camilleri        For       For          Management
4     Elect DirectorJ. Dudley Fishburn        For       For          Management
5     Elect DirectorJennifer Li               For       For          Management
6     Elect Director Graham Mackay            For       For          Management
7     Elect Director Sergio Marchionne        For       For          Management
8     Elect Director Kalpana Morparia         For       For          Management
9     Elect DirectorLucio A. Noto             For       For          Management
10    Elect DirectorRobert B. Polet           For       For          Management
11    Elect DirectorCarlos Slim Helu          For       For          Management
12    Elect DirectorStephen M. Wolf           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Approve Restricted Stock Plan           For       For          Management
16    Require Independent Board Chairman      Against   Against      Shareholder
17    Establish Ethics Committee to Review    Against   Against      Shareholder
      Marketing Activities


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

POWER ASSETS HOLDINGS LTD.

Ticker:       00006          Security ID:  Y33549117
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAY 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3a    Elect Neil Douglas McGee as Director    For       Against      Management
3b    Elect Ralph Raymond Shea as Director    For       For          Management
3c    Elect Wan Chi Tin as Director           For       Against      Management
3d    Elect Wong Chung Hin as Director        For       For          Management
4     Reappoint KPMG as Auditors and          For       For          Management
      Authorize Board to Fix Their
      Remuneration
5     Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights
6     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
7     Authorize Reissuance of Repurchased     For       Against      Management
      Shares


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

RECKITT BENCKISER GROUP PLC

Ticker:       RB.            Security ID:  G74079107
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAY 01, 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     Approve Final Dividend                  For       For          Management
4     Re-elect Adrian Bellamy as Director     For       For          Management
5     Re-elect Peter Harf as Director         For       For          Management
6     Re-elect Richard Cousins as Director    For       For          Management
7     Re-elect Liz Doherty as Director        For       For          Management
8     Re-elect Ken Hydon as Director          For       For          Management
9     Re-elect Andre Lacroix as Director      For       For          Management
10    Re-elect Graham Mackay as Director      For       For          Management
11    Re-elect Judith Sprieser as Director    For       For          Management
12    Re-elect Warren Tucker as Director      For       For          Management
13    Elect Rakesh Kapoor as Director         For       For          Management
14    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
15    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
16    Authorise EU Political Donations and    For       For          Management
      Expenditure
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase               For       For          Management
20    Amend the Annual Limit of Directors'    For       For          Management
      Fees
21    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

REYNOLDS AMERICAN INC.

Ticker:       RAI            Security ID:  761713106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John P. Daly             For       For          Management
1.2   Elect Director Holly K. Koeppel         For       For          Management
1.3   Elect Director H.G.L. (Hugo) Powell     For       For          Management
1.4   Elect Director Richard E. Thornburgh    For       For          Management
1.5   Elect Director Thomas C. Wajnert        For       For          Management
1.6   Elect Director H. Richard Kahler        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Ratify Auditors                         For       For          Management
5     Establish Ethics Committee to Review    Against   Against      Shareholder
      Marketing Activities


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

ROYAL DUTCH SHELL PLC

Ticker:       RDSB           Security ID:  G7690A118
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAY 18, 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 Sir Nigel Sheinwald as Director   For       For          Management
4     Re-elect Josef Ackermann as Director    For       For          Management
5     Re-elect Guy Elliott as Director        For       For          Management
6     Re-elect Simon Henry as Director        For       For          Management
7     Re-elect Charles Holliday as Director   For       For          Management
8     Re-elect Gerard Kleisterlee as Director For       For          Management
9     Re-elect Christine Morin-Postel as      For       For          Management
      Director
10    Re-elect Jorma Ollila as Director       For       For          Management
11    Re-elect Linda Stuntz as Director       For       For          Management
12    Re-elect Jeroen van der Veer as         For       For          Management
      Director
13    Re-elect Peter Voser as Director        For       For          Management
14    Re-elect Hans Wijers as Director        For       For          Management
15    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
20    Authorise EU Political Donations and    For       For          Management
      Expenditure


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

SANOFI

Ticker:       SAN            Security ID:  F5548N101
Meeting Date: MAY 04, 2012   Meeting Type: Annual/Special
Record Date:  APR 27, 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 2.65  per Share
4     Elect Laurent Attal as Director         For       For          Management
5     Reelect Uwe Bicker as Director          For       For          Management
6     Reelect Jean Rene Fourtou as Director   For       For          Management
7     Reelect Claudie Haignere as Director    For       For          Management
8     Reelect Carole Piwnica as Director      For       For          Management
9     Reelect Klaus Pohle as Director         For       For          Management
10    Appoint Ernst & Young et Autres as      For       For          Management
      Auditor
11    Appoint Auditex as Alternate Auditor    For       For          Management
12    Ratify Change of Registered Office to   For       For          Management
      54, rue La Boetie, 75008 Paris and
      Amend Article 4 of Bylaws Accordingly
13    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
14    Authorize up to 1.2 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plan
15    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

SINGAPORE TELECOMMUNICATIONS LTD.

Ticker:       Z74            Security ID:  Y79985209
Meeting Date: JUL 29, 2011   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Share Repurchase Program      For       For          Management
2     Approve Participation by Relevant       For       For          Management
      Person in the SingTel Performance
      Share Plan


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

SINGAPORE TELECOMMUNICATIONS LTD.

Ticker:       Z74            Security ID:  Y79985209
Meeting Date: JUL 29, 2011   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Adopt Financial Statements and          For       For          Management
      Directors' and Auditors' Reports
2     Declare Final Dividend of SGD 0.09 Per  For       For          Management
      Share and Special Dividend of SGD 0.10
      Per Share
3     Reelect Dominic Chiu Fai Ho as Director For       For          Management
4     Reelect Low Check Kian as Director      For       For          Management
5     Reelect Peter Edward Mason as Director  For       For          Management
6     Reelect Peter Ong Boon Kwee as Director For       For          Management
7     Approve Directors' Fees of SGD 2.7      For       For          Management
      Million for the Year Ending March 31,
      2012
8     Approve Provision of Transport          For       For          Management
      Benefits to the Chairman
9     Reappoint Auditors and Authorize Board  For       For          Management
      to Fix Their Remuneration
10    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities with or
      without Preemptive Rights
11    Approve Issuance of Shares Pursuant to  For       For          Management
      the Singapore Telecom Share Option
      Scheme 1999
12    Approve Issuance of Shares and Grant    For       For          Management
      of Awards Pursuant to the SingTel
      Performance Share Plan


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

SOUZA CRUZ S.A

Ticker:       CRUZ3          Security ID:  P26663107
Meeting Date: OCT 03, 2011   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect New Board Chairman                For       For          Management


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

SOUZA CRUZ S.A

Ticker:       CRUZ3          Security ID:  P26663107
Meeting Date: JAN 27, 2012   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director                          For       For          Management


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

SOUZA CRUZ S.A

Ticker:       CRUZ3          Security ID:  P26663107
Meeting Date: MAR 19, 2012   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       Abstain      Management
      Statutory Reports for Fiscal Year
      Ended Dec. 31, 2011
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Director                          For       For          Management
4     Approve Remuneration of Executive       For       For          Management
      Officers and Non-Executive Directors
5     Install Fiscal Council                  For       For          Management
6     Elect Fiscal Council Members and        For       For          Management
      Approve their Remuneration
7     Designate Newspapers to Publish         For       For          Management
      Company Announcements


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

SOUZA CRUZ S.A

Ticker:       CRUZ3          Security ID:  P26663107
Meeting Date: MAR 19, 2012   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Change Location of Company              For       For          Management
      Headquarters and Amend Article 3


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

SVENSKA HANDELSBANKEN

Ticker:       SHBA           Security ID:  W90937181
Meeting Date: MAR 28, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Elect Sven Unger as Chairman of Meeting For       For          Management
3     Prepare and Approve List of             For       For          Management
      Shareholders
4     Approve Agenda of Meeting               For       For          Management
5     Designate Two Inspectors of Minutes of  For       For          Management
      Meeting
6     Acknowledge Proper Convening of Meeting For       For          Management
7     Receive Financial Statements and        None      None         Management
      Statutory Reports; Receive
      Consolidated Financial Statements and
      Statutory Reports; Receive Board's
      Report; Receive Auditor's Report;
      Receive Review by CEO
8     Approve Financial Statements and        For       For          Management
      Statutory Reports; Approve
      Consolidated Financial Statements and
      Statutory Reports
9     Approve Allocation of Income and        For       For          Management
      Dividends of SEK 9.75 per Share
10    Approve Discharge of Board and          For       For          Management
      President
11    Authorize Repurchase of Up to 40        For       For          Management
      Million Class A and/or Class B Shares
      and Reissuance of Repurchased Shares
12    Authorize Repurchase of Up to 2         For       For          Management
      Percent of Issued Share Capital for
      the Bank's Trading Book
13    Determine Number of Members (12) of     For       For          Management
      Board
14    Determine Number of Auditors (2)        For       For          Management
15    Approve Remuneration of Directors in    For       Against      Management
      the Ammount of  3.15 Million for
      Chairman, EUR 850,000 for Vice
      Chairmen, and SEK 575,000 for Other
      Directors; Approve Remuneration for
      Committee Work; Approve Remuneration
      of Auditors
16    Reelect Hans Larsson (Chairman),        For       For          Management
      Anders Nyren, Fredrik Lundberg, Jon
      Baksaas, Par Boman, Tommy Bylund, Lone
      Schroder, Jan Johansson, Sverker
      Martin-Lof, and Bente Rathe as
      Directors; Elect Ole Johansson and
      Charlotte Skog as New Directors
17    Ratify KPMG and Ernst & Young as        For       For          Management
      Auditors
18    Approve Remuneration Policy And Other   For       For          Management
      Terms of Employment For Executive
      Management
19    Approve Proposal Concerning the         For       For          Management
      Appointment of Auditors in Foundations
      Without Own Management
20    Close Meeting                           None      None         Management


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

TAIWAN MOBILE CO., LTD.

Ticker:       3045           Security ID:  Y84153215
Meeting Date: JUN 22, 2012   Meeting Type: Annual
Record Date:  APR 23, 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     Approve to Amend the Articles of        For       For          Management
      Association
4     Approve to Amend Procedures Governing   For       For          Management
      the Acquisition or Disposal of Assets


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

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


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

TESCO PLC

Ticker:       TSCO           Security ID:  G87621101
Meeting Date: JUL 01, 2011   Meeting Type: Annual
Record Date:  JUN 29, 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     Elect Gareth Bullock as Director        For       For          Management
5     Elect Stuart Chambers as Director       For       For          Management
6     Re-elect David Reid as Director         For       For          Management
7     Re-elect Philip Clarke as Director      For       For          Management
8     Re-elect Richard Brasher as Director    For       For          Management
9     Re-elect Patrick Cescau as Director     For       For          Management
10    Re-elect Karen Cook as Director         For       For          Management
11    Re-elect Ken Hanna as Director          For       For          Management
12    Re-elect Andrew Higginson as Director   For       For          Management
13    Re-elect Ken Hydon as Director          For       For          Management
14    Re-elect Tim Mason as Director          For       For          Management
15    Re-elect Laurie Mcllwee as Director     For       For          Management
16    Re-elect Lucy Neville-Rolfe as Director For       For          Management
17    Re-elect David Potts as Director        For       For          Management
18    Re-elect Jacqueline Bakker as Director  For       For          Management
19    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
20    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
21    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
22    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
23    Authorise Market Purchase               For       For          Management
24    Authorise EU Political Donations and    For       For          Management
      Expenditure
25    Approve Performance Share Plan 2011     For       For          Management
26    Approve Savings-Related Share Option    For       For          Management
      Scheme
27    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

TESCO PLC

Ticker:       TSCO           Security ID:  G87621101
Meeting Date: JUN 29, 2012   Meeting Type: Annual
Record Date:  JUN 27, 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     Approve Final Dividend                  For       For          Management
4     Elect Sir Richard Broadbent as Director For       For          Management
5     Elect Deanna Oppenheimer as Director    For       For          Management
6     Re-elect Philip Clarke as Director      For       For          Management
7     Re-elect Gareth Bullock as Director     For       For          Management
8     Re-elect Patrick Cescau as Director     For       For          Management
9     Re-elect Stuart Chambers as Director    For       For          Management
10    Re-elect Karen Cook as Director         For       For          Management
11    Re-elect Ken Hanna as Director          For       For          Management
12    Re-elect Andrew Higginson as Director   For       For          Management
13    Re-elect Ken Hydon as Director          For       For          Management
14    Re-elect Tim Mason as Director          For       For          Management
15    Re-elect Laurie Mcllwee as Director     For       For          Management
16    Re-elect Lucy Neville-Rolfe as Director For       For          Management
17    Re-elect Jacqueline Bakker as Director  For       For          Management
18    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
19    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
23    Approve EU Political Donations and      For       For          Management
      Expenditure
24    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

THE COCA-COLA COMPANY

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Herbert A. Allen         For       For          Management
2     Elect Director Ronald W. Allen          For       Against      Management
3     Elect Director Howard G. Buffett        For       For          Management
4     Elect Director Richard M. Daley         For       For          Management
5     Elect Director Barry Diller             For       Against      Management
6     Elect Director Evan G. Greenberg        For       For          Management
7     Elect Director Alexis M. Herman         For       For          Management
8     Elect Director Muhtar Kent              For       For          Management
9     Elect Director Donald R. Keough         For       For          Management
10    Elect Director Robert A. Kotick         For       For          Management
11    Elect Director Maria Elena Lagomasino   For       For          Management
12    Elect Director Donald F. McHenry        For       For          Management
13    Elect Director Sam Nunn                 For       For          Management
14    Elect Director James D. Robinson, III   For       For          Management
15    Elect Director Peter V. Ueberroth       For       For          Management
16    Elect Director Jacob Wallenberg         For       Against      Management
17    Elect Director James B. Williams        For       For          Management
18    Ratify Auditors                         For       For          Management
19    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TOTAL SA

Ticker:       FP             Security ID:  F92124100
Meeting Date: MAY 11, 2012   Meeting Type: Annual/Special
Record Date:  MAY 07, 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 2.28 per Share
4     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
5     Reelect Christophe de Margerie as       For       For          Management
      Director
6     Reelect Patrick Artus as Director       For       For          Management
7     Reelect Bertrand Collomb as Director    For       For          Management
8     Reelect Anne Lauvergeon as Director     For       For          Management
9     Reelect Michel Pebereau as Director     For       For          Management
10    Ratify Appointment of Gerard Lamarche   For       For          Management
      as Director
11    Elect Anne-Marie Idrac as Director      For       For          Management
12    Approve Severance Payment Agreement     For       Against      Management
      with Christophe de Margerie
13    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 2.5 Billion
      and/or Authorize Capitalization of
      Reserves for Bonus Issue or Increase
      in Par Value
14    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 850 Million
15    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Under Item 14
16    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
17    Approve Employee Stock Purchase Plan    For       For          Management
18    Approve Stock Purchase Plan Reserved    For       For          Management
      for Employees of International
      Subsidiaries
19    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
A     Approve Additional Indicators to        Against   Against      Shareholder
      Include in the Information Provided on
      Corporate Executive Officers
      Remuneration
B     Allow Loyalty Dividends to Long-Term    Against   Against      Shareholder
      Registered Shareholders


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

UNILEVER PLC

Ticker:       ULVR           Security ID:  G92087165
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAY 04, 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     Re-elect Paul Polman as Director        For       For          Management
4     Re-elect Jean-Marc Huet as Director     For       For          Management
5     Re-elect Louise Fresco as Director      For       For          Management
6     Re-elect Ann Fudge as Director          For       For          Management
7     Re-elect Charles Golden as Director     For       For          Management
8     Re-elect Byron Grote as Director        For       For          Management
9     Re-elect Sunil Bharti Mittal as         For       For          Management
      Director
10    Re-elect Hixonia Nyasulu as Director    For       For          Management
11    Re-elect Sir Malcolm Rifkind as         For       For          Management
      Director
12    Re-elect Kees Storm as Director         For       For          Management
13    Re-elect Michael Treschow as Director   For       For          Management
14    Re-elect Paul Walsh as Director         For       For          Management
15    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase               For       For          Management
20    Authorise EU Political Donations and    For       For          Management
      Expenditure
21    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
22    Adopt New Articles of Association       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       Against      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       For          Management
      Executive Officers' Compensation


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Carrion       For       For          Management
2     Elect Director Melanie L. Healey        For       For          Management
3     Elect Director M. Frances Keeth         For       For          Management
4     Elect Director Robert W. Lane           For       For          Management
5     Elect Director Lowell C. McAdam         For       For          Management
6     Elect Director Sandra O. Moose          For       For          Management
7     Elect Director Joseph Neubauer          For       For          Management
8     Elect Director Donald T. Nicolaisen     For       For          Management
9     Elect Director Clarence Otis, Jr.       For       For          Management
10    Elect Director Hugh B. Price            For       For          Management
11    Elect Director Rodney E. Slater         For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Disclose Prior Government Service       Against   Against      Shareholder
15    Report on Lobbying Payments and Policy  Against   Against      Shareholder
16    Performance-Based and/or Time-Based     Against   Against      Shareholder
      Equity Awards
17    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
18    Provide Right to Act by Written Consent Against   Against      Shareholder
19    Commit to Wireless Network Neutrality   Against   Against      Shareholder


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

VODAFONE GROUP PLC

Ticker:       VOD            Security ID:  G93882135
Meeting Date: JUL 26, 2011   Meeting Type: Annual
Record Date:  JUL 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Elect Gerard Kleisterlee as Director    For       For          Management
3     Re-elect John Buchanan as Director      For       For          Management
4     Re-elect Vittorio Colao as Director     For       For          Management
5     Re-elect Michel Combes as Director      For       For          Management
6     Re-elect Andy Halford as Director       For       For          Management
7     Re-elect Stephen Pusey as Director      For       For          Management
8     Elect Renee James as Director           For       For          Management
9     Re-elect Alan Jebson as Director        For       For          Management
10    Re-elect Samuel Jonah as Director       For       For          Management
11    Re-elect Nick Land as Director          For       For          Management
12    Re-elect Anne Lauvergeon as Director    For       For          Management
13    Re-elect Luc Vandevelde as Director     For       For          Management
14    Re-elect Anthony Watson as Director     For       For          Management
15    Re-elect Philip Yea as Director         For       For          Management
16    Approve Final Dividend                  For       For          Management
17    Approve Remuneration Report             For       For          Management
18    Reappoint Deloitte LLP as Auditors      For       For          Management
19    Authorise Audit Committee to Fix        For       For          Management
      Remuneration of Auditors
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorise Market Purchase               For       For          Management
23    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice




=========================== BlackRock GNMA Portfolio ===========================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



==================== BlackRock Government Income Portfolio =====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



===================== BlackRock Growth Prepared Portfolio ======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



===================== BlackRock High Yield Bond Portfolio ======================


AFRICAN PETROLEUM CORPORATION LTD.

Ticker:                      Security ID:  Q0148X128
Meeting Date: MAY 25, 2012   Meeting Type: Annual
Record Date:  MAY 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Remuneration Report for the     For       Abstain      Management
      Year Ended December 31, 2011
2     Elect Frank Timis as a Director         For       For          Management
3     Elect Messrs Timothy Turner as a        For       Abstain      Management
      Director
4     Elect James Smith as a Director         For       For          Management
5     Elect Anthony Wilson as a Director      For       For          Management
6     Ratify Past Issuance of 26.5 Million    For       For          Management
      Shares to African Oil Investing SARL
7     Ratify Past Issuance of 15.79 Million   For       For          Management
      Options to Consultants and Employees
      of the Company
8     Approve the Increase in Directors'      For       For          Management
      Fees from $650,000 to $900,000 Per
      Annum
9     Approve the Variation of the Terms of   For       Abstain      Management
      the Director Options
10    Approve Issue of 250,000 Director       For       Abstain      Management
      Options with an Exercise Price of a $1.
      00


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

AINSWORTH LUMBER CO. LTD.

Ticker:       ANS            Security ID:  009037201
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert Chadwick          For       For          Management
1.2   Elect Director Paul Gagne               For       For          Management
1.3   Elect Director Peter Gordon             For       For          Management
1.4   Elect Director Paul Houston             For       For          Management
1.5   Elect Director John Lacey               For       For          Management
1.6   Elect Director Gordon Lancaster         For       For          Management
1.7   Elect Director Pierre McNeil            For       For          Management
2     Approve Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

AINSWORTH LUMBER CO. LTD.

Ticker:       ANS            Security ID:  C01023206
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert Chadwick          For       For          Management
1.2   Elect Director Paul Gagne               For       For          Management
1.3   Elect Director Peter Gordon             For       For          Management
1.4   Elect Director Paul Houston             For       For          Management
1.5   Elect Director John Lacey               For       For          Management
1.6   Elect Director Gordon Lancaster         For       For          Management
1.7   Elect Director Pierre McNeil            For       For          Management
2     Approve Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

AMERICAN TOWER CORPORATION

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

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


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

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


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

BELO CORP.

Ticker:       BLC            Security ID:  080555105
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter A. Altabef         For       For          Management
1.2   Elect Director Henry P. Becton, Jr.     For       For          Management
1.3   Elect Director James M. Moroney, III    For       For          Management
1.4   Elect Director Lloyd D. Ward            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adjust Par Value of Common Stock        For       For          Management


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

CF INDUSTRIES HOLDINGS, INC.

Ticker:       CF             Security ID:  125269100
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen A. Furbacher     For       Withhold     Management
1.2   Elect Director John D. Johnson          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       Against   For          Shareholder
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

CHARTER COMMUNICATIONS, INC.

Ticker:       CHTR           Security ID:  16117M305
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Lance Conn            For       Withhold     Management
1.2   Elect Director Darren Glatt             For       For          Management
1.3   Elect Director Craig A. Jacobson        For       For          Management
1.4   Elect Director Bruce A. Karsh           For       For          Management
1.5   Elect Director Edgar Lee                For       For          Management
1.6   Elect Director Jeffrey A. Marcus        For       For          Management
1.7   Elect Director John D. Markley, Jr.     For       For          Management
1.8   Elect Director David C. Merritt         For       For          Management
1.9   Elect Director Stan Parker              For       For          Management
1.10  Elect Director Thomas M. Rutledge       For       For          Management
1.11  Elect Director Eric L. Zinterhofer      For       For          Management
2     Ratify Auditors                         For       For          Management


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

CIT GROUP INC.

Ticker:       CIT            Security ID:  125581801
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John A. Thain            For       For          Management
2     Elect Director Michael J. Embler        For       For          Management
3     Elect Director William M. Freeman       For       For          Management
4     Elect Director David M. Moffett         For       For          Management
5     Elect Director R. Brad Oates            For       For          Management
6     Elect Director Marianne Miller Parrs    For       For          Management
7     Elect Director Gerald Rosenfeld         For       For          Management
8     Elect Director John R. Ryan             For       For          Management
9     Elect Director Seymour Sternberg        For       For          Management
10    Elect Director Peter J. Tobin           For       For          Management
11    Elect Director Laura S. Unger           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

Ticker:       CCO            Security ID:  18451C109
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James C. Carlisle        For       For          Management
1.2   Elect Director Robert W. Pittman        For       For          Management
1.3   Elect Director Dale W. Tremblay         For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management


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

DANA HOLDING CORPORATION

Ticker:       DAN            Security ID:  235825205
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Virginia A. Kamsky       For       For          Management
1.2   Elect Director Terrence J. Keating      For       For          Management
1.3   Elect Director Joseph C. Muscari        For       For          Management
1.4   Elect Director Steven B. Schwarzwaelder For       For          Management
1.5   Elect Director Richard F. Wallman       For       Withhold     Management
1.6   Elect Director Keith E. Wandell         For       For          Management
1.7   Elect Director Roger J. Wood            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Auditors                         For       For          Management


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

DANA HOLDING CORPORATION

Ticker:       DAN            Security ID:  235825502
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Virginia A. Kamsky       For       For          Management
1.2   Elect Director Terrence J. Keating      For       For          Management
1.3   Elect Director Joseph C. Muscari        For       For          Management
1.4   Elect Director Steven B. Schwarzwaelder For       For          Management
1.5   Elect Director Richard F. Wallman       For       Withhold     Management
1.6   Elect Director Keith E. Wandell         For       For          Management
1.7   Elect Director Roger J. Wood            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Auditors                         For       For          Management


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

DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.

Ticker:       DTG            Security ID:  256743105
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas P. Capo           For       For          Management
1.2   Elect Director Maryann N. Keller        For       For          Management
1.3   Elect Director Edward C. Lumley         For       Withhold     Management
1.4   Elect Director Richard W. Neu           For       Withhold     Management
1.5   Elect Director John C. Pope             For       Withhold     Management
1.6   Elect Director Scott L. Thompson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Increase Authorized Common Stock        For       For          Management


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

E*TRADE FINANCIAL CORPORATION

Ticker:       ETFC           Security ID:  269246401
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2.1   Elect Director Rodger A. Lawson         For       For          Management
2.2   Elect Director Frank J. Petrilli        For       For          Management
2.3   Elect Director Rebecca Saeger           For       For          Management
2.4   Elect Director Joseph L. Sclafani       For       For          Management
2.5   Elect Director Stephen H. Willard       For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

IRONWOOD PHARMACEUTICALS, INC.

Ticker:       IRWD           Security ID:  46333X108
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George H. Conrades       For       For          Management
1.2   Elect Director Joseph C. Cook, Jr.      For       Withhold     Management
1.3   Elect Director David A. Ebersman        For       For          Management
2     Ratify Auditors                         For       For          Management


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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEHMQ          Security ID:  52517P5E7
Meeting Date: NOV 04, 2011   Meeting Type: Written Consent
Record Date:  AUG 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     To Vote on The Plan                     None      Did Not Vote Management


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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEHMQ          Security ID:  52517PH61
Meeting Date: NOV 04, 2011   Meeting Type: Written Consent
Record Date:  AUG 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     To Vote on The Plan                     None      Did Not Vote Management


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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEHMQ          Security ID:  52517PN98
Meeting Date: NOV 04, 2011   Meeting Type: Written Consent
Record Date:  AUG 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     To Vote on The Plan                     None      Did Not Vote Management


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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEHMQ          Security ID:  524908AA8
Meeting Date: NOV 04, 2011   Meeting Type: Written Consent
Record Date:  AUG 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     To Vote on The Plan                     None      Did Not Vote Management


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

LEHMAN BROTHERS HOLDINGS INC.

Ticker:       LEHMQ          Security ID:  524908BF6
Meeting Date: NOV 04, 2011   Meeting Type: Written Consent
Record Date:  AUG 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     To Vote on The Plan                     None      Did Not Vote Management


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

LEVEL 3 COMMUNICATIONS, INC.

Ticker:       LVLT           Security ID:  52729N308
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Walter Scott, Jr.        For       For          Management
1.2   Elect Director James Q. Crowe           For       For          Management
1.3   Elect Director Kevin P. Chilton         For       For          Management
1.4   Elect Director Archie R. Clemins        For       For          Management
1.5   Elect Director Steven T. Clontz         For       For          Management
1.6   Elect Director James O. Ellis, Jr.      For       For          Management
1.7   Elect Director Richard R. Jaros         For       For          Management
1.8   Elect Director Michael J. Mahoney       For       For          Management
1.9   Elect Director Charles C. Miller, III   For       For          Management
1.10  Elect Director Peter Seah Lim Huat      For       Withhold     Management
1.11  Elect Director John T. Reed             For       For          Management
1.12  Elect Director Albert C. Yates          For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Adopt NOL Rights Plan (NOL Pill)        For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LORAL SPACE & COMMUNICATIONS INC.

Ticker:       LORL           Security ID:  543881106
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  APR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark H. Rachesky         For       Withhold     Management
1.2   Elect Director Hal Goldstein            For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SPANSION INC.

Ticker:       CODE           Security ID:  84649R200
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Hans Geyer               For       For          Management
1.2   Elect Director Clifton Thomas           For       For          Management
      Weatherford
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SUNPOWER CORPORATION

Ticker:       SPWRA          Security ID:  867652307
Meeting Date: NOV 15, 2011   Meeting Type: Special
Record Date:  SEP 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reclassification of Class A     For       For          Management
      and Class B Common Stock into a Single
      Class of Common Stock and Eliminate
      Obsolete Provisions of the Certificate
      of Incorporation
2     Provide Right to Act by Written Consent For       Against      Management
3     Amend Omnibus Stock Plan                For       Against      Management


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

SUNPOWER CORPORATION

Ticker:       SPWR           Security ID:  867652406
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arnaud Chaperon          For       For          Management
1.2   Elect Director Jerome Schmitt           For       For          Management
1.3   Elect Director Pat Wood III             For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

THE ROYAL BANK OF SCOTLAND GROUP PLC

Ticker:       RBS            Security ID:  780097713
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 20, 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 Alison Davis as Director          For       For          Management
4     Elect Tony Di Iorio as Director         For       For          Management
5     Elect Baroness Noakes as Director       For       For          Management
6     Re-elect Sandy Crombie as Director      For       For          Management
7     Re-elect Philip Hampton as Director     For       For          Management
8     Re-elect Stephen Hester as Director     For       For          Management
9     Re-elect Penny Hughes as Director       For       For          Management
10    Re-elect Joe MacHale as Director        For       For          Management
11    Re-elect Brendan Nelson as Director     For       For          Management
12    Re-elect Art Ryan as Director           For       For          Management
13    Re-elect Bruce Van Saun as Director     For       For          Management
14    Re-elect Philip Scott as Director       For       For          Management
15    Reappoint Deloitte LLP as Auditors      For       For          Management
16    Authorise the Group Audit Committee to  For       For          Management
      Fix Remuneration of Auditors
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Approve Sub-division and Consolidation  For       For          Management
      of Ordinary Shares
20    Amend Articles of Association Re:       For       For          Management
      Deferred Shares
21    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights to Convert B Shares
      Into Ordinary Shares
22    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights to Convert B Shares
      Into Ordinary Shares
23    Amend 2007 Sharesave Plan and 2007      For       For          Management
      Irish Sharesave Plan
24    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
25    Approve EU Political Donations and      For       For          Management
      Expenditure


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

TRANSOCEAN LTD.

Ticker:       RIGN           Security ID:  H8817H100
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAY 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Appropriation of the Available          For       For          Management
      Earnings for Fiscal Year 2011
3a    Elect Glyn Barker as Director           For       For          Management
3b    Elect Vanessa C.L. Chang  as Director   For       For          Management
3c    Elect Chad Deaton as Director           For       For          Management
3d    Reelect Edward R. Muller as Director    For       For          Management
3e    Reelect Tan Ek Kia as Director          For       For          Management
4     Appointment Of Ernst & Young LLP as     For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal Year 2012
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

WESTERN FOREST PRODUCTS INC.

Ticker:       WEF            Security ID:  958211104
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James Arthurs            For       For          Management
1.2   Elect Director Lee Doney                For       For          Management
1.3   Elect Director Dominic Gammiero         For       For          Management
1.4   Elect Director J. Peter Gordon          For       Withhold     Management
1.5   Elect Director Pierre McNeil            For       Withhold     Management
1.6   Elect Director John B. Newman           For       For          Management
2     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration


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

WESTERN FOREST PRODUCTS INC.

Ticker:       WEF            Security ID:  958211203
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James Arthurs            For       For          Management
1.2   Elect Director Lee Doney                For       For          Management
1.3   Elect Director Dominic Gammiero         For       For          Management
1.4   Elect Director J. Peter Gordon          For       Withhold     Management
1.5   Elect Director Pierre McNeil            For       Withhold     Management
1.6   Elect Director John B. Newman           For       For          Management
2     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration




================= BlackRock Inflation Protected Bond Portfolio =================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



==================== BlackRock International Bond Portfolio ====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================= BlackRock Kentucky Municipal Bond Portfolio ==================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



====================== BlackRock Long Duration Portfolio =======================


THE ROYAL BANK OF SCOTLAND GROUP PLC

Ticker:       RBS            Security ID:  780097AU5
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 20, 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 Alison Davis as Director          For       For          Management
4     Elect Tony Di Iorio as Director         For       For          Management
5     Elect Baroness Noakes as Director       For       For          Management
6     Re-elect Sandy Crombie as Director      For       For          Management
7     Re-elect Philip Hampton as Director     For       For          Management
8     Re-elect Stephen Hester as Director     For       For          Management
9     Re-elect Penny Hughes as Director       For       For          Management
10    Re-elect Joe MacHale as Director        For       For          Management
11    Re-elect Brendan Nelson as Director     For       For          Management
12    Re-elect Art Ryan as Director           For       For          Management
13    Re-elect Bruce Van Saun as Director     For       For          Management
14    Re-elect Philip Scott as Director       For       For          Management
15    Reappoint Deloitte LLP as Auditors      For       For          Management
16    Authorise the Group Audit Committee to  For       For          Management
      Fix Remuneration of Auditors
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Approve Sub-division and Consolidation  For       For          Management
      of Ordinary Shares
20    Amend Articles of Association Re:       For       For          Management
      Deferred Shares
21    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights to Convert B Shares
      Into Ordinary Shares
22    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights to Convert B Shares
      Into Ordinary Shares
23    Amend 2007 Sharesave Plan and 2007      For       For          Management
      Irish Sharesave Plan
24    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
25    Approve EU Political Donations and      For       For          Management
      Expenditure




==================== BlackRock Low Duration Bond Portfolio =====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



====================== BlackRock Managed Income Portfolio ======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



==================== BlackRock Moderate Prepared Portfolio =====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



==================== BlackRock Multi-Asset Income Portfolio ====================


AUTOMATIC DATA PROCESSING, INC.

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

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


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

BHP BILLITON LIMITED

Ticker:       BHP            Security ID:  Q1498M100
Meeting Date: NOV 17, 2011   Meeting Type: Annual
Record Date:  NOV 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


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

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


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

DUKE ENERGY CORPORATION

Ticker:       DUK            Security ID:  26441C105
Meeting Date: AUG 23, 2011   Meeting Type: Special
Record Date:  JUL 05, 2011

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


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

H. J. HEINZ COMPANY

Ticker:       HNZ            Security ID:  423074103
Meeting Date: AUG 30, 2011   Meeting Type: Annual
Record Date:  JUN 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William R. Johnson       For       For          Management
2     Elect Director Charles E. Bunch         For       For          Management
3     Elect Director Leonard S. Coleman, Jr.  For       Against      Management
4     Elect Director John G. Drosdick         For       For          Management
5     Elect Director Edith E. Holiday         For       Against      Management
6     Elect Director Candace Kendle           For       Against      Management
7     Elect Director Dean R. O'Hare           For       For          Management
8     Elect Director Nelson Peltz             For       Against      Management
9     Elect Director Dennis H. Reilley        For       Against      Management
10    Elect Director Lynn C. Swann            For       Against      Management
11    Elect Director Thomas J. Usher          For       Against      Management
12    Elect Director Michael F. Weinstein     For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  Three Years  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     Three Years  Management
                                              Years


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

MICROSOFT CORPORATION

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

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


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

TEMPLE-INLAND INC.

Ticker:       TIN            Security ID:  879868107
Meeting Date: DEC 07, 2011   Meeting Type: Special
Record Date:  OCT 14, 2011

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


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

VODAFONE GROUP PLC

Ticker:       VOD            Security ID:  92857W209
Meeting Date: JUL 26, 2011   Meeting Type: Annual
Record Date:  JUN 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Elect Gerard Kleisterlee as Director    For       For          Management
3     Re-elect John Buchanan as Director      For       For          Management
4     Re-elect Vittorio Colao as Director     For       For          Management
5     Re-elect Michel Combes as Director      For       For          Management
6     Re-elect Andy Halford as Director       For       For          Management
7     Re-elect Stephen Pusey as Director      For       For          Management
8     Elect Renee James as Director           For       For          Management
9     Re-elect Alan Jebson as Director        For       For          Management
10    Re-elect Samuel Jonah as Director       For       For          Management
11    Re-elect Nick Land as Director          For       For          Management
12    Re-elect Anne Lauvergeon as Director    For       For          Management
13    Re-elect Luc Vandevelde as Director     For       For          Management
14    Re-elect Anthony Watson as Director     For       For          Management
15    Re-elect Philip Yea as Director         For       For          Management
16    Approve Final Dividend                  For       For          Management
17    Approve Remuneration Report             For       For          Management
18    Reappoint Deloitte LLP as Auditors      For       For          Management
19    Authorise Audit Committee to Fix        For       For          Management
      Remuneration of Auditors
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorise Market Purchase               For       For          Management
23    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice




=================== BlackRock Ohio Municipal Bond Portfolio ====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



====================== BlackRock Prepared Portfolio 2015 =======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



====================== BlackRock Prepared Portfolio 2020 =======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



====================== BlackRock Prepared Portfolio 2025 =======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



====================== BlackRock Prepared Portfolio 2030 =======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



====================== BlackRock Prepared Portfolio 2035 =======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



====================== BlackRock Prepared Portfolio 2040 =======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



====================== BlackRock Prepared Portfolio 2045 =======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



====================== BlackRock Prepared Portfolio 2050 =======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



====================== BlackRock Secured Credit Portfolio ======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



============== BlackRock Strategic Income Opportunities Portfolio ==============

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



==================== BlackRock US Government Bond Portfolio ====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
========== END NPX REPORT
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.

By:		/s/ John Perlowski
		John Perlowski
		Chief Executive Officer of
		BlackRock Funds II

Date:		August 27, 2012