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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM N-PX

                    ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES

                  Investment Company Act file number 811-2032

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

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

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

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

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                        Date of fiscal year end: June 30

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

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*Prior to 12/29/2010, the Registrant was known as MFS Growth Opportunities Fund.


**The MFS Global Multi-Asset Fund, a new series of the Registrant, commenced
  investment operations on 03/30/2011. The reporting period is 03/30/2011 -
  06/30/2011.

ITEM 1.  PROXY VOTING RECORD.

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

ICA File Number: 811-02032
Reporting Period: 07/01/2010 - 06/30/2011
MFS Series Trust XVI









========================= MFS GLOBAL MULTI-ASSET FUND ==========================


ABERCROMBIE & FITCH CO.

Ticker:       ANF            Security ID:  002896207
Meeting Date: JUN 16, 2011   Meeting Type: Annual
Record Date:  APR 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lauren J. Brisky         For       For          Management
2     Elect Director Archie M. Griffin        For       For          Management
3     Elect Director Elizabeth M. Lee         For       For          Management
4     Elect Director Michael E. Greenlees     For       Against      Management
5     Elect Director Kevin S. Huvane          For       Against      Management
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
8     Declassify the Board of Directors       For       For          Management
9     Ratify Auditors                         For       For          Management
10    Amend Omnibus Stock Plan                For       For          Management
11    Amend Omnibus Stock Plan                For       For          Management
12    Require Independent Board Chairman      Against   Against      Shareholder


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ACER INC.

Ticker:       2353           Security ID:  Y0003F171
Meeting Date: JUN 15, 2011   Meeting Type: Annual
Record Date:  APR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect J.T. Wang with ID Number          For       For          Management
      N100617472 as Director
1.2   Elect Stan Shih with ID Number          For       For          Management
      N100407449 as Director
1.3   Elect Hsin-I Lin with ID Number         For       For          Management
      D100805018 as Director
1.4   Elect a Representative from Hung Rouan  For       For          Management
      Investment Corporate with ID Number
      12505363 as Director
1.5   Elect Philip Peng with ID Number        For       For          Management
      J100569889 as Director
1.6   Elect F.C. Tseng with ID Number         For       For          Management
      S100189600 as Independent Director
1.7   Elect Sir Julian Michael Horn-Smith     For       For          Management
      with ID Number 093240515 as Independent
      Director
1.8   Elect Carolyn Yeh with ID Number        For       For          Management
      A202395907 as Supervisor
1.9   Elect George Huang with ID Number       For       For          Management
      A101313365 as Supervisor
2     Approve 2010 Business Operations Report For       For          Management
      and Financial Statements
3     Approve 2010 Allocation of Income and   For       For          Management
      Dividends
4     Approve Release of Restrictions of      For       For          Management
      Competitive Activities of Newly Elected
      Directors and Their Representatives


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AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: MAY 31, 2011   Meeting Type: Annual
Record Date:  APR 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Samuel T. Byrne          For       For          Management
1.2   Elect Director Dwight D. Churchill      For       For          Management
1.3   Elect Director Sean M. Healey           For       For          Management
1.4   Elect Director Harold J. Meyerman       For       For          Management
1.5   Elect Director William J. Nutt          For       For          Management
1.6   Elect Director Rita M. Rodriguez        For       For          Management
1.7   Elect Director Patrick T. Ryan          For       For          Management
1.8   Elect Director Jide J. Zeitlin          For       For          Management
2     Approve Stock Option Plan               For       For          Management
3     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management


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AMEC PLC

Ticker:       AMEC           Security ID:  G02604117
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAY 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3     Approve Remuneration Report             For       For          Management
4     Approve Remuneration Policy             For       For          Management
5     Elect Neil Carson as Director           For       For          Management
6     Elect Colin Day as Director             For       For          Management
7     Re-elect Samir Brikho as Director       For       For          Management
8     Re-elect Tim Faithfull as Director      For       For          Management
9     Re-elect Ian McHoul as Director         For       For          Management
10    Re-elect Neil Bruce as Director         For       For          Management
11    Re-elect Simon Thompson as Director     For       For          Management
12    Reappoint Ernst & Young LLP as Auditors For       For          Management
13    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
14    Amend Performance Share Plan 2002       For       For          Management
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 the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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ANHUI CONCH CEMENT COMPANY LTD

Ticker:       600585         Security ID:  Y01373102
Meeting Date: MAY 31, 2011   Meeting Type: Annual
Record Date:  APR 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Report of the Board of Directors For       For          Management
2     Accept Report of the Supervisory        For       For          Management
      Committee
3     Accept Financial Statements and         For       For          Management
      Statutory Reports
4     Elect Zhang Mingjing as Executive       For       For          Management
      Director
5     Reappoint KPMG Huazhen Certified Public For       For          Management
      Accountants and KPMG Certified Public
      Accountants as the PRC Auditors and
      International Auditors, Respectively,
      and Authorize the Board to Fix Their
      Remuneration
6     Approve Profit Distribution Proposal    For       For          Management
      for the Year 2010
7     Approve Extension of Validity Period of For       For          Management
      Corporate Bonds
8     Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights


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AUTODESK, INC.

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

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


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BANCO SANTANDER BRASIL SA

Ticker:       SANB4          Security ID:  P1505Z160
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2010
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Directors                         For       For          Management
4     Approve Remuneration of Executive       For       Against      Management
      Officers, Non-Executive Directors, and
      Audit Committee Members


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BANCO SANTANDER BRASIL SA

Ticker:       SANB4          Security ID:  P1505Z160
Meeting Date: APR 26, 2011   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Alter Dividend Payment Date             For       For          Management


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BANKERS PETROLEUM LTD.

Ticker:       BNK            Security ID:  066286303
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  APR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number of Directors at Eight        For       For          Management
2.1   Elect Director Abdel F. (Abby) Badwi    For       For          Management
2.2   Elect Director Eric Brown               For       For          Management
2.3   Elect Director General Wesley Clark     For       For          Management
2.4   Elect Director Robert Cross             For       For          Management
2.5   Elect Director Jonathan Harris          For       For          Management
2.6   Elect Director Phillip Knoll            For       For          Management
2.7   Elect Director Ian B. McMurtrie         For       For          Management
2.8   Elect Director John B. Zaozirny         For       For          Management
3     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
4     Re-approve Stock Option Plan            For       For          Management


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BG GROUP PLC

Ticker:       BG.            Security ID:  G1245Z108
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAY 10, 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 Fabio Barbosa as Director         For       For          Management
5     Elect Caio Koch-Weser as Director       For       For          Management
6     Elect Patrick Thomas as Director        For       For          Management
7     Re-elect Peter Backhouse as Director    For       For          Management
8     Re-elect Frank Chapman as Director      For       For          Management
9     Re-elect Baroness Hogg as Director      For       For          Management
10    Re-elect Dr John Hood as Director       For       For          Management
11    Re-elect Martin Houston as Director     For       For          Management
12    Re-elect Sir David Manning as Director  For       For          Management
13    Re-elect Mark Seligman as Director      For       For          Management
14    Re-elect Philippe Varin as Director     For       For          Management
15    Re-elect Sir Robert Wilson as Director  For       For          Management
16    Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors
17    Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
18    Authorise EU Political Donations and    For       For          Management
      Expenditure
19    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
20    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
21    Authorise Market Purchase               For       For          Management
22    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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BMF BOVESPA S.A. BOLSA VALORES MERC FUT

Ticker:       BVMF3          Security ID:  P73232103
Meeting Date: APR 18, 2011   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Article                           For       For          Management
2     Amend Article 7                         For       For          Management
3     Amend Article 20                        For       For          Management
4     Amend Article 29                        For       For          Management
5     Amend Article 61                        For       For          Management
6     Amend Article 63                        For       For          Management
7     Amend Article 64                        For       For          Management
8     Amend Article 65                        For       For          Management
9     Amend Articles                          For       For          Management
10    Amend Article 5                         For       For          Management
11    Amend Article 16                        For       For          Management
12    Amend Article 18                        For       For          Management
13    Amend Articles                          For       For          Management
14    Amend Article 29 and 38                 For       For          Management
15    Amend Article 34                        For       For          Management
16    Amend Article 38                        For       For          Management
17    Amend Article 45                        For       For          Management
18    Amend Article 47                        For       For          Management
19    Amend Articles 69 and 70                For       For          Management
20    Amend Article 70                        For       For          Management
21    Amend Article 74                        For       For          Management
22    Amend Article 73                        For       For          Management
23    Amend Articles                          For       For          Management
24    Amend Articles                          For       For          Management
25    Consolidate Bylaws                      For       For          Management
26    Amend Stock Option Plan                 For       Against      Management


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BMF BOVESPA S.A. BOLSA VALORES MERC FUT

Ticker:       BVMF3          Security ID:  P73232103
Meeting Date: APR 18, 2011   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2010
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Directors                         For       For          Management
4     Approve Remuneration of Executive       For       For          Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members


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BMW GROUP BAYERISCHE MOTOREN WERKE AG

Ticker:       BMW            Security ID:  D12096109
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  APR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2010
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.30 per Common Share
      and EUR 1.32 per Preference Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2010
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2010
5     Ratify KPMG AG as Auditors for Fiscal   For       For          Management
      2011
6     Approve Remuneration System for         For       For          Management
      Management Board Members


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BNP PARIBAS SA

Ticker:       BNP            Security ID:  F1058Q238
Meeting Date: MAY 11, 2011   Meeting Type: Annual/Special
Record Date:  MAY 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.10 per Share
4     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
5     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
6     Reelect Jean Francois Lepetit as        For       For          Management
      Director
7     Reelect Helene Ploix as Director        For       For          Management
8     Reelect Baudouin Prot as Director       For       For          Management
9     Reelect Daniela Weber Rey as Director   For       For          Management
10    Elect Fields Wicker Miurin as Director  For       For          Management
11    Approve Merger by Absorption of Banque  For       For          Management
      de Bretagne
12    Approve Merger by Absorption of BNP     For       For          Management
      Paribas International BV
13    Approve Merger by Absorption of         For       For          Management
      Cerenicim
14    Approve Merger by Absorption of SAS     For       For          Management
      Noria
15    Authorize up to 1.5 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plan
16    Authorize up to 3 Percent of Issued     For       For          Management
      Capital for Use in Stock Option Plan
17    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
18    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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BP PLC

Ticker:       BP.            Security ID:  G12793108
Meeting Date: APR 14, 2011   Meeting Type: Annual
Record Date:  APR 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       Against      Management
3     Re-elect Paul Anderson as Director      For       For          Management
4     Re-elect Antony Burgmans as Director    For       Against      Management
5     Re-elect Cynthia Carroll as Director    For       Against      Management
6     Re-elect Sir William Castell as         For       Against      Management
      Director
7     Re-elect Iain Conn as Director          For       For          Management
8     Re-elect George David as Director       For       For          Management
9     Re-elect Ian Davis as Director          For       For          Management
10    Re-elect Robert Dudley as Director      For       For          Management
11    Re-elect Dr Byron Grote as Director     For       For          Management
12    Elect Frank Bowman as Director          For       For          Management
13    Elect Brendan Nelson as Director        For       For          Management
14    Elect Phuthuma Nhleko as Director       For       For          Management
15    Re-elect Carl-Henric Svanberg as        For       For          Management
      Director
16    Reappoint Ernst & Young LLP as Auditors For       For          Management
      and Authorise Their Remuneration
17    Authorise Market Purchase               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 the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
21    Authorise EU Political Donations and    For       For          Management
      Expenditure
22    Amend ShareMatch Plan                   For       For          Management
23    Amend Sharesave UK Plan 2001            For       For          Management


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CEZ A.S.

Ticker:       BAACEZ         Security ID:  X2337V121
Meeting Date: JUN 01, 2011   Meeting Type: Annual
Record Date:  MAY 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting; Elect Meeting Chairman    For       For          Management
      and Other Meeting Officials
2     Receive Management Board Report on      None      None         Management
      Company's Operations and State of Its
      Assets in Fiscal 2010
3     Receive Supervisory Board Report        None      None         Management
4     Receive Audit Committee Report          None      None         Management
5     Approve Financial Statements and        For       For          Management
      Consolidated Financial Statements
6     Approve Allocation of Income            For       For          Management
7     Ratify Ernst & Young Audit as Auditor   For       For          Management
8     Amend Articles of Association           For       For          Management
9     Approve Volume of Charitable Donations  For       For          Management
      for Fiscal 2012
10    Recall and Elect Supervisory Board      For       For          Management
      Members
11    Recall and Elect Members of Audit       For       For          Management
      Committee
12.1  Approve Contracts on Performance of     For       For          Management
      Functions with Ivo Foltyn
12.2  Approve Contracts on Performance of     For       For          Management
      Functions with Lukas Hampl
12.3  Approve Contracts on Performance of     For       For          Management
      Functions with Jiri Kadrnka
12.4  Approve Contracts on Performance of     For       For          Management
      Functions with Jan Kohout
12.5  Approve Contracts on Performance of     For       For          Management
      Functions with Lubomir Lizal
12.6  Approve Amendment to Contract on        For       For          Management
      Performance of Functions with Lubomir
      Klosik
12.7  Approve Template Contract on            For       For          Management
      Performance of Functions of Supervisory
      Board Members
13    Approve Amendment to Specimen Contract  For       For          Management
      for Performance of Functions of Audit
      Committee Member
14    Close Meeting                           None      None         Management


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CHINA CONSTRUCTION BANK CORPORATION

Ticker:       00939          Security ID:  Y1397N101
Meeting Date: JUN 09, 2011   Meeting Type: Annual
Record Date:  MAY 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Report of Board of Directors    For       For          Management
2     Approve Report of Board of Supervisors  For       For          Management
3     Approve Final Financial Accounts        For       For          Management
4     Approve Fixed Assets Investment Budget  For       For          Management
      for the Year 2011
5     Approve Profit Distribution Plan for    For       For          Management
      2010
6     Appoint Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration
7     Elect Dong Shi as Non-Executive         For       For          Management
      Director
8     Approve Purchase of Head Office         For       For          Management
      Business Processing Centre
9     Approve 2010 Final Emolument            None      For          Shareholder
      Distribution Plan for Directors and
      Supervisors


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CHINA PETROLEUM & CHEMICAL CORP.

Ticker:       00386          Security ID:  Y15010104
Meeting Date: MAY 13, 2011   Meeting Type: Annual
Record Date:  APR 13, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Report of the Board of Directors For       For          Management
2     Accept Report of the Supervisory        For       For          Management
      Committee
3     Accept Consolidated Financial           For       For          Management
      Statements
4     Approve Plan for Allocating Surplus     For       For          Management
      Common Reserve Funds of RMB 20 Billion
      From the After-Tax Profits
5     Approve the Profit Distribution Plan    For       For          Management
      for the Year Ended Dec. 31, 2010
6     Authorize the Board to Determine the    For       For          Management
      Interim Profit Distribution Plan for
      2011
7     Reappoint KPMG Huazhen and KPMG as      For       For          Management
      Domestic and Overseas Auditors,
      Respectively, and Authorize Board to
      Fix Their Remuneration
8     Authorize Board to Determine the        For       Against      Management
      Proposed Plan for Issuance of Debt
      Financing Instruments
9     Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights
10    Elect Fu Chengyu as Non-Executive       For       For          Shareholder
      Director


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CHINA UNICOM (HONG KONG) LTD

Ticker:       00762          Security ID:  Y1519S111
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  MAY 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Declare Final Dividend                  For       For          Management
3a1   Reelect Lu Yimin as Director            For       For          Management
3a2   Reelect Li Fushen as Director           For       For          Management
3a3   Reelect Cesareo Alierta Izuel as        For       Against      Management
      Director
3a4   Reelect Wong Wai Ming as Director       For       For          Management
3a5   Reelect Cai Hongbin as Director         For       For          Management
3b    Authorize Board to Fix Remuneration of  For       For          Management
      Directors
4     Reappoint PricewaterhouseCoopers as     For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
5     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
6     Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights
7     Authorize Reissuance of Repurchased     For       Against      Management
      Shares
8     Amend Articles of Association           For       For          Management


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CIELO SA

Ticker:       CIEL3          Security ID:  P2859E100
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2010
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Fiscal Council                    For       For          Management
4     Approve Remuneration of Executive       For       Against      Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members


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CIELO SA

Ticker:       CIEL3          Security ID:  P2859E100
Meeting Date: APR 29, 2011   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Capitalization of Reserves    For       For          Management
      for Bonus Issue
2     Approve 1:3 Reverse Stock Split         For       For          Management
3     Approve Change in Authorized Capital    For       For          Management
4     Amend Article 7                         For       For          Management
5     Amend Article 9                         For       For          Management
6     Amend Stock Option Plan                 For       Against      Management
7     Amend Article 17                        For       For          Management
8     Amend Article 22                        For       For          Management


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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 02, 2011   Meeting Type: Annual
Record Date:  APR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert W. Howe           For       For          Management
2     Elect Director Robert E. Weissman       For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Increase Authorized Common Stock        For       For          Management
6     Reduce Supermajority Vote Requirement   For       For          Management
7     Reduce Supermajority Vote Requirement   For       For          Management
8     Ratify Auditors                         For       For          Management


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CREDIT SUISSE GROUP AG

Ticker:       CSGN           Security ID:  H3698D419
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:  APR 26, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Receive Financial Statements and        None      None         Management
      Statutory Reports (Non-Voting)
1.2   Approve Remuneration Report             For       Did Not Vote Management
1.3   Accept Financial Statements and         For       Did Not Vote Management
      Statutory Reports
2     Approve Discharge of Board and Senior   For       Did Not Vote Management
      Management
3.1   Approve Allocation of Income and        For       Did Not Vote Management
      Omission of Dividends
3.2   Approve Allocation of Dividend of CHF   For       Did Not Vote Management
      1.30 per Registered Share from Share
      Premium Reserve
4.1   Approve Creation of CHF 16 Million Pool For       Did Not Vote Management
      of Capital without Preemptive Rights
4.2   Approve Creation of CHF 4 Million Pool  For       Did Not Vote Management
      of Capital without Preemptive Rights
5.1   Amend Articles Re: Voting Procedures    For       Did Not Vote Management
      for the General Meeting
5.2   Amend Articles Re: Contributions in     For       Did Not Vote Management
      Kind
6.1.1 Reelect Peter Brabeck-Letmathe as       For       Did Not Vote Management
      Director
6.1.2 Reelect Jean Lanier as Director         For       Did Not Vote Management
6.1.3 Reelect Anton van Rossum as Director    For       Did Not Vote Management
6.2   Ratify KPMG AG as Auditors              For       Did Not Vote Management
6.3   Ratify BDO AG as Special Auditors       For       Did Not Vote Management


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

DANONE

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

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


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

DEUTSCHE BOERSE AG

Ticker:       DB1            Security ID:  D1882G119
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2010
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.10 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2010
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2010
5     Approve Creation of EUR 5.2 Million     For       For          Management
      Pool of Capital without Preemptive
      Rights
6     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
7     Authorize Use of Financial Derivatives  For       For          Management
      when Repurchasing Shares
8     Amend Articles Re: Majority Voting      For       Against      Management
      Requirements for General Meeting
9     Ratify KPMG AG as Auditors for Fiscal   For       For          Management
      2011


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

DURATEX S.A.

Ticker:       DTEX3          Security ID:  P3593G146
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2010
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Directors                         For       For          Management
4     Approve Remuneration of Executive       For       Against      Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members


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

DURATEX S.A.

Ticker:       DTEX3          Security ID:  P3593G146
Meeting Date: APR 29, 2011   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Capitalization of Reserves    For       For          Management
      for Bonus Issue
2a    Approve Agreement to Absorb DRI -       For       For          Management
      Resinas Industriais SA
2b    Appoint Independent Firm to Appraise    For       For          Management
      Proposed Absorption
2c    Approve Absorption                      For       For          Management
2d    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
3     Amend Articles and Consolidate Bylaws   For       For          Management


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

EDP-ENERGIAS DE PORTUGAL S.A

Ticker:       EDP            Security ID:  X67925119
Meeting Date: APR 14, 2011   Meeting Type: Annual
Record Date:  APR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal 2010
2     Approve Allocation of Income and        For       For          Management
      Dividends
3.A.1 Approve Discharge of General and        For       For          Shareholder
      Supervisory Board
3.A.2 Approve Discharge of Executive Board    For       For          Shareholder
3.A.3 Approve Discharge of Statutory Auditor  For       For          Shareholder
3B    Approve Discharge of Management and     For       For          Management
      Supervisory Board
4     Authorize Repurchase and Reissuance of  For       For          Management
      Shares
5     Authorize Repurchase and Reissuance of  For       For          Management
      Debt Instruments
6     Approve Remuneration Policy for         For       For          Management
      Executive Directors
7     Approve Remuneration Policy for Other   For       For          Management
      Corporate Bodies
8A    Elect Parpublica SGPS as Director       For       For          Management
8B    Elect Jose de Melo Energia SGPS as      For       For          Management
      Director


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

ERSTE GROUP BANK AG

Ticker:       EBS            Security ID:  A19494102
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAY 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports (Non-Voting)
2     Approve Allocation of Income            For       For          Management
3a    Approve Discharge of Management Board   For       For          Management
3b    Approve Discharge of Supervisory Board  For       For          Management
4     Approve Remuneration of Supervisory     For       For          Management
      Board Members
5     Ratify Auditors                         For       For          Management
6     Authorize Repurchase of Issued Share    For       For          Management
      Capital for Trading Purposes
7     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
8     Authorize Repurchase of Own             For       For          Management
      Participation Certificates
9     Authorize Participation Certificate     For       For          Management
      Repurchase Program and Reissuance or
      Cancellation of Repurchased
      Participation Certificates
10    Amend Articles Re: Paper Deeds; Duties  For       For          Management
      of Supervisory Board Committees;
      Participation to Annual General Meeting


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

EXXON MOBIL CORPORATION

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

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


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

FIRST SOLAR, INC.

Ticker:       FSLR           Security ID:  336433107
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  APR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael J. Ahearn        For       For          Management
1.2   Elect Director Robert J. Gillette       For       For          Management
1.3   Elect Director Craig Kennedy            For       For          Management
1.4   Elect Director James F. Nolan           For       For          Management
1.5   Elect Director William J. Post          For       For          Management
1.6   Elect Director J. Thomas Presby         For       For          Management
1.7   Elect Director Paul H. Stebbins         For       For          Management
1.8   Elect Director Michael Sweeney          For       For          Management
1.9   Elect Director Jose H. Villarreal       For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management
5     Report on Potential Risks Related to    Against   Against      Shareholder
      Arizona Immigration Legislation and
      Public Reaction


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

FORMOSA PLASTICS CORP.

Ticker:       1301           Security ID:  Y26095102
Meeting Date: JUN 20, 2011   Meeting Type: Annual
Record Date:  APR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve 2010 Business Operations Report For       For          Management
      and Financial Statements
2     Approve 2010 Allocation of Income and   For       For          Management
      Dividends
3     Amend Articles of Association           For       For          Management
4     Approve Amendments on the Procedures    For       For          Management
      for Lending Funds to Other Parties
5     Approve Amendments on the Procedures    For       For          Management
      for Endorsement and Guarantees
6     Approve to Amend Rules and Procedures   For       For          Management
      Regarding Shareholder's General Meeting
7     Transact Other Business (Non-Voting)    None      None         Management


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

GENERAL MOTORS COMPANY

Ticker:       GM             Security ID:  37045V100
Meeting Date: JUN 07, 2011   Meeting Type: Annual
Record Date:  APR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Daniel F. Akerson        For       For          Management
2     Elect Director David Bonderman          For       For          Management
3     Elect Director Erroll B. Davis, Jr.     For       For          Management
4     Elect Director Stephen J. Girsky        For       For          Management
5     Elect Director E. Neville Isdell        For       For          Management
6     Elect Director Robert D. Krebs          For       For          Management
7     Elect Director Philip A. Laskawy        For       For          Management
8     Elect Director Kathryn V. Marinello     For       For          Management
9     Elect Director Patricia F. Russo        For       For          Management
10    Elect Director Carol M. Stephenson      For       For          Management
11    Elect Director Cynthia A. Telles        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation


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

GOOGLE INC.

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

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


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

HISCOX LTD

Ticker:       HSX            Security ID:  G4593F104
Meeting Date: JUN 08, 2011   Meeting Type: Annual
Record Date:  JUN 06, 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     Approve Scrip Dividend                  For       For          Management
5     Authorise Directors to Capitalise the   For       For          Management
      Appropriate Nominal Amounts of New
      Ordinary Shares and Depositary
      Interests in the Company Allotted Under
      the Scrip Dividend Alternative
6     Re-elect Robert Hiscox as Director      For       For          Management
7     Re-elect Bronislaw Masojada as Director For       For          Management
8     Re-elect Robert Childs as Director      For       For          Management
9     Re-elect Stuart Bridges as Director     For       For          Management
10    Elect Richard Gillingwater as Director  For       For          Management
11    Re-elect Daniel Healy as Director       For       For          Management
12    Re-elect Ernst Jansen as Director       For       For          Management
13    Re-elect Dr James King as Director      For       For          Management
14    Elect Robert McMillan as Director       For       For          Management
15    Re-elect Andrea Rosen as Director       For       For          Management
16    Re-elect Gunnar Stokholm as Director    For       For          Management
17    Reappoint KPMG as Auditors of the       For       For          Management
      Company
18    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
19    Authorise Directors or a Duly           For       For          Management
      Authorised Committee to Grant Options
      and Awards Over Ordinary Shares in the
      Company under the French Schedules to
      the Scheme and the Plan until 12
      December 2016
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


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

HSBC HOLDINGS PLC

Ticker:       HSBA           Security ID:  G4634U169
Meeting Date: MAY 27, 2011   Meeting Type: Annual
Record Date:  MAY 26, 2011

#     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    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    Re-elect Rona Fairhead as Director      For       For          Management
3f    Re-elect Douglas Flint as Director      For       For          Management
3g    Re-elect Alexander Flockhart as         For       For          Management
      Director
3h    Re-elect Stuart Gulliver as Director    For       For          Management
3i    Re-elect James Hughes-Hallett as        For       For          Management
      Director
3j    Re-elect William Laidlaw as Director    For       For          Management
3k    Re-elect Janis Lomax as Director        For       For          Management
3l    Elect Iain Mackay as Director           For       For          Management
3m    Re-elect Gwyn Morgan as Director        For       For          Management
3n    Re-elect Nagavara Murthy as Director    For       For          Management
3o    Re-elect Sir Simon Robertson as         For       For          Management
      Director
3p    Re-elect John Thornton as Director      For       For          Management
3q    Re-elect Sir Brian Williamson as        For       For          Management
      Director
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     Approve Share Plan 2011                 For       For          Management
8     Approve Fees Payable to Non-Executive   For       For          Management
      Directors
9     Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

HUTCHISON WHAMPOA LIMITED

Ticker:       00013          Security ID:  Y38024108
Meeting Date: MAY 20, 2011   Meeting Type: Annual
Record Date:  MAY 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Declare Final Dividend                  For       For          Management
3a    Reelect Fok Kin-ning, Canning as        For       For          Management
      Director
3b    Reelect Kam Hing Lam as Director        For       For          Management
3c    Reelect Holger Kluge as Director        For       For          Management
3d    Reelect William Shurniak as Director    For       For          Management
3e    Reelect Wong Chung Hin as Director      For       For          Management
4     Appoint Auditor and Authorize Board to  For       For          Management
      Fix Remuneration
5a    Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights
5b    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
5c    Authorize Reissuance of Repurchased     For       Against      Management
      Shares
6     Approve Amendments to the Articles of   For       For          Management
      Association


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

ILUKA RESOURCES LTD. (FORMERLY WESTRALIAN SANDS)

Ticker:       ILU            Security ID:  Q4875J104
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAY 23, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Jennifer Anne Seabrook as a       For       For          Management
      Director
2     Approve the Adoption of Remuneration    For       For          Management
      Report for the Year Ended Dec. 31, 2010
3     Approve the Remuneration of             For       For          Management
      Non-Executive Directors in the Amount
      of A$1.5 Million Per Annum
4     Approve the Grant of 750,000 LTID Share For       For          Management
      Rights in Three Tranches under the
      Company's Share Acquisition Plan to
      David Robb, Managing Director of the
      Company
5     Approve the Termination Benefits under  For       For          Management
      the Revised Executive Employment
      Agreement of David Robb, Managing
      Director of the Company


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

ING GROEP NV

Ticker:       INGVF          Security ID:  N4578E413
Meeting Date: MAY 09, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2a    Receive Report of Management Board      None      None         Management
      (Non-Voting)
2b    Receive Report of Supervisory Board     None      None         Management
      (Non-Voting)
2c    Adopt Financial Statements              For       For          Management
3     Receive Explanation on Company's        None      None         Management
      Reserves and Dividend Policy
4a    Discuss Remuneration Report             None      None         Management
4b    Approve Remuneration Report Containing  For       Against      Management
      Remuneration Policy for Management
      Board Members
5a    Discussion on Company's Corporate       None      None         Management
      Governance Structure
5b    Increase Authorized Common Stock        For       For          Management
5c    Amend Articles Re: Legislative Changes  For       For          Management
6     Discuss Corporate Responsibility        None      None         Management
7a    Approve Discharge of Management Board   For       For          Management
7b    Approve Discharge of Supervisory Board  For       For          Management
8     Reelect Koos Timmermans to Executive    For       For          Management
      Board
9a    Reelect Peter Elverding to Supervisory  For       For          Management
      Board
9b    Reelect Henk Breukink to Supervisory    For       For          Management
      Board
9c    Elect Sjoerd van Keulen to Supervisory  For       For          Management
      Board
9d    Elect Joost Kuiper to Supervisory Board For       For          Management
9e    Elect Luc Vandewalle to Supervisory     For       For          Management
      Board
10a   Grant Board Authority to Issue Shares   For       For          Management
      Up To 10 Percent of Issued Capital and
      Restricting/Excluding Preemptive Rights
10b   Grant Board Authority to Issue Shares   For       For          Management
      Up To 10 Percent of Issued Capital Plus
      in Case of Takeover/Merger and
      Restricting/Excluding Preemptive Rights
11a   Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
11b   Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital in
      Connection with a Major Capital
      Restructuring
12    Any Other Businesss and Close Meeting   None      None         Management


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

KBC GROEP NV

Ticker:       KBC            Security ID:  B5337G162
Meeting Date: APR 28, 2011   Meeting Type: Annual/Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Directors' Reports (Non-Voting) None      None         Management
2     Receive Auditors' Reports (Non-Voting)  None      None         Management
3     Receive Consolidated Financial          None      None         Management
      Statements
4     Accept Financial Statements             For       Did Not Vote Management
5     Approve Allocation of Income and        For       Did Not Vote Management
      Dividends of EUR 0.75 per Share
6     Approve Discharge of Directors          For       Did Not Vote Management
7     Approve Discharge of Former Directors   For       Did Not Vote Management
      of Fidabel NV
8     Approve Discharge of Auditors           For       Did Not Vote Management
9     Approve Discharge of Former Auditors of For       Did Not Vote Management
      Fidabel NV
10a   Approve Cooptation of Luc Discry as     For       Did Not Vote Management
      Director
10b   Reelect Franky Depickere as Director    For       Did Not Vote Management
10c   Reelect Frank Donck as Director         For       Did Not Vote Management
10d   Elect John Hollows as Director          For       Did Not Vote Management
10e   Elect Thomas Leysen as Director         For       Did Not Vote Management
10f   Elect Luc Popelier as Director          For       Did Not Vote Management
11    Transact Other Business                 None      None         Management
1     Amend Article 5 Re: Shareholders Rights For       Did Not Vote Management
      Act
2     Receive Special Board Report Re:        None      None         Management
      Authorization to Increase Capital
3     Authorize Board to Issue Shares in the  For       Did Not Vote Management
      Event of a Public Tender Offer or Share
      Exchange Offer
4     Amend Article 17 Re: Directors Report   For       Did Not Vote Management
5     Amend Article 20 Re: Executive          For       Did Not Vote Management
      Committee
6     Change Date of Annual Meeting           For       Did Not Vote Management
7     Amend Article 26 Re: Submission of      For       Did Not Vote Management
      Agenda Items at AGMs
8     Amend Article 27 Re: Registration       For       Did Not Vote Management
      Requirements for Shareholder Meetings
9     Amend Article 28 Re: Proxy Voting       For       Did Not Vote Management
10    Amend Article 34 Re: Postponement of    For       Did Not Vote Management
      Shareholder Meetings
11    Authorize Coordination of Approved      For       Did Not Vote Management
      Resolutions Under Agenda Items 3, 4,
      and 5
12    Authorize a Second Coordination of      For       Did Not Vote Management
      Approved Resolutions for Jan. 1, 2012
      Under Agenda Items 1, 6 7, 8, 9, and 10
13    Authorize Filing of Required            For       Did Not Vote Management
      Documents/Other Formalities


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

KEPPEL CORPORATION LTD.

Ticker:       BN4            Security ID:  Y4722Z120
Meeting Date: APR 21, 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 Tax-Exempt Dividend of    For       For          Management
      SGD 0.26 Per Share for the Year Ended
      Dec. 31, 2010
3     Reelect Tony Chew Leong-Chee as         For       For          Management
      Director
4     Reelect Tow Heng Tan as Director        For       For          Management
5     Reelect Teo Soon Hoe as Director        For       For          Management
6     Reelect Tan Ek Kia as Director          For       For          Management
7     Reelect Danny Teoh as Director          For       For          Management
8     Reelect Sven Bang Ullring as Director   For       For          Management
9     Approve Directors' Fees Aggregating SGD For       For          Management
      944,170 in Cash (2009: SGD 1.1 Million)
      and Award of 29,500 Existing Ordinary
      Shares to Identified Directors as
      Payment in Part of Their Respective
      Remuneration for the Year Ended Dec.
      31, 2010
10    Reappoint Auditors and Authorize Board  For       For          Management
      to Fix Their Remuneration
11    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities with or
      without Preemptive Rights
12    Authorize Share Repurchase Program      For       For          Management
13    Approve Mandate for Transactions with   For       For          Management
      Related Parties


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

KOMERCNI BANKA A.S.

Ticker:       BAAKOMB        Security ID:  X45471111
Meeting Date: APR 21, 2011   Meeting Type: Annual
Record Date:  APR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Elect Meeting Chairman and Other        For       For          Management
      Meeting Officials; Approve Meeting
      Procedures
3     Approve Management Board Report on      For       For          Management
      Company's Operations and State of Its
      Assets in Fiscal 2010
4     Receive Financial Statements,           None      None         Management
      Consolidated Financial Statements, and
      Allocation of Income Proposal
5     Receive Supervisory Board Report on     None      None         Management
      Financial Statements, Allocation of
      Income Proposal, Consolidated Financial
      Statements, and Results of Board's
      Activities
6     Receive Audit Committee Report          None      None         Management
7     Approve Financial Statements            For       For          Management
8     Approve Allocation of Income and        For       For          Management
      Dividend of CZK 270 per Share
9     Approve Consolidated Financial          For       For          Management
      Statements
10    Elect Bernardo Sanchez Incera to        For       For          Management
      Supervisory Board
11    Elect Jean-Louis Mattei to Audit        For       For          Management
      Committee
12    Approve Cash Awards to Management Board For       For          Management
      Members
13    Approve Share Repurchase Program        For       For          Management
14    Ratify Ernst and Young Audit s.r.o. as  For       For          Management
      Auditor
15    Close Meeting                           None      None         Management


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

LI & FUNG LIMITED

Ticker:       00494          Security ID:  G5485F144
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAY 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Declare Final Dividend of HK$0.52 Per   For       For          Management
      Share
3a    Reelect William Fung Kwok Lun as        For       For          Management
      Director
3b    Reelect Allan Wong Chi Yun as Director  For       For          Management
3c    Reelect Benedict Chang Yew Teck as      For       For          Management
      Director
4     Approve Remuneration of Directors       For       For          Management
5     Reappoint PricewaterhouseCoopers as     For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
6     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
7     Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights
8     Authorize Reissuance of Repurchased     For       Against      Management
      Shares
9     Approve Subdivision of Every Issued and For       For          Management
      Unissued Share of HK$0.025 Each in the
      Share Capital of the Company into Two
      Shares of HK$0.0125 Each


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

LINDE AG

Ticker:       LIN            Security ID:  D50348107
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  APR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2010
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.20 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2010
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2010
5     Ratify KPMG AG as Auditors for Fiscal   For       For          Management
      2011
6.1   Elect Ann-Kristin Achleitner to the     For       For          Management
      Supervisory Board
6.2   Elect Arne Wittig as Alternate          For       For          Management
      Supervisory Board Member
6.3   Elect Guenter Hugger as Alternate       For       For          Management
      Supervisory Board Member


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

MAN SE

Ticker:       MAN            Security ID:  D51716104
Meeting Date: JUN 27, 2011   Meeting Type: Annual
Record Date:  JUN 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2010
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.00 per Ordinary or
      Preference Share
3     Approve Discharge of Management Board   For       For          Management
      with the Exception of Klaus Stahlmann
      for Fiscal 2010
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2010
5     Approve Remuneration System for         For       For          Management
      Management Board Members
6.1   Elect Michael Behrendt to the           For       For          Management
      Supervisory Board
6.2   Elect Jochem Heizmann to the            For       For          Management
      Supervisory Board
6.3   Elect Ferdinand Piech to the            For       For          Management
      Supervisory Board
6.4   Elect Hans Dieter Poetsch to the        For       For          Management
      Supervisory Board
6.5   Elect Angelika Pohlenz to the           For       For          Management
      Supervisory Board
6.6   Elect Ekkehard Schulz to the            For       For          Management
      Supervisory Board
6.7   Elect Rupert Stadler to the Supervisory For       For          Management
      Board
6.8   Elect Martin Winterkorn to the          For       For          Management
      Supervisory Board
6.9   Elect Thomas Kremer as Alternate        For       For          Management
      Supervisory Board Member
7     Approve Remuneration of Supervisory     For       For          Management
      Board
8     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors for Fiscal 2011


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

NESTLE SA

Ticker:       NESN           Security ID:  H57312649
Meeting Date: APR 14, 2011   Meeting Type: Annual
Record Date:  APR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Accept Financial Statements and         For       Did Not Vote Management
      Statutory Reports
1.2   Approve Remuneration Report             For       Did Not Vote Management
2     Approve Discharge of Board and Senior   For       Did Not Vote Management
      Management
3     Approve Allocation of Income and        For       Did Not Vote Management
      Dividends of CHF 1.85 per Share
4.1.1 Reelect Paul Bulcke as Director         For       Did Not Vote Management
4.1.2 Reelect Andreas Koopmann as Director    For       Did Not Vote Management
4.1.3 Reelect Rolf Haenggi as Director        For       Did Not Vote Management
4.1.4 Reelect Jean-Pierre Meyers as Director  For       Did Not Vote Management
4.1.5 Reelect Naina Lal Kidwai as Director    For       Did Not Vote Management
4.1.6 Reelect Beat Hess as Director           For       Did Not Vote Management
4.2   Elect Ann Veneman as Director           For       Did Not Vote Management
4.3   Ratify KPMG AG as Auditors              For       Did Not Vote Management
5     Approve CHF 16.5 Million Reduction in   For       Did Not Vote Management
      Share Capital via Cancellation of 165
      Million Shares


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

PT BANK RAKYAT INDONESIA (PERSERO) TBK

Ticker:       BBRI           Security ID:  Y0697U112
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  APR 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Annual Report, Financial        For       For          Management
      Statements, and Commissioners' Report
2     Approve Report on the Partnership and   For       For          Management
      Community Development Program (PCDP)
3     Approve Allocation of Income            For       For          Management
4     Approve Remuneration of Directors and   For       For          Management
      Commissioners
5a    Appoint Auditors to Audit the Company's For       For          Management
      Financial Statements
5b    Appoint Auditors to Audit the PCDP's    For       For          Management
      Financial Statements
6     Approve Acquisition of Shares in        For       For          Management
      BRIngin Remittance Co. Ltd. from PT AJ
      BRIngin Jiwa Sejahtera
7     Elect Commissioners and/or Directors    For       Against      Management


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

PUBLICIS GROUPE SA

Ticker:       PUB            Security ID:  F7607Z165
Meeting Date: JUN 07, 2011   Meeting Type: Annual/Special
Record Date:  JUN 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.70 per Share
4     Approve Discharge of Management Board   For       For          Management
5     Approve Discharge of Supervisory Board  For       For          Management
6     Approve Remuneration of Supervisory     For       For          Management
      Board Members in the Aggregate Amount
      of EUR 1 Million
7     Approve Transaction with a Related      For       For          Management
      Party
8     Reelect Simon Badinter as Supervisory   For       For          Management
      Board Member
9     Reelect Mazars as Auditor               For       For          Management
10    Authorize Repurchase of Up to 10        For       Against      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       Against      Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 40 Million
13    Authorize Issuance of Equity or         For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 40 Million
14    Approve Issuance of up to 20 Percent of For       Against      Management
      Issued Capital Per Year for a Private
      Placement up to 40 Million
15    Authorize Board to Set Issue Price for  For       Against      Management
      10 Percent Per Year of Issued Capital
      Pursuant to Issue Authority without
      Preemptive Rights
16    Authorize Capitalization of Reserves of For       For          Management
      Up to EUR 40 Million for Bonus Issue or
      Increase in Par Value
17    Authorize Capital Increase of Up to EUR For       Against      Management
      40 Million for Future Exchange Offers
18    Authorize Capital Increase of up to 10  For       Against      Management
      Percent of Issued Capital for Future
      Acquisitions
19    Authorize Board to Increase Capital in  For       Against      Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
20    Approve Employee Stock Purchase Plan    For       For          Management
21    Approve Employee Stock Purchase Plan    For       For          Management
22    Authorize up to 5 Percent of Issued     For       For          Management
      Capital for Use in Restricted Stock
      Plan
23    Set Total Limit for Capital Increase to For       For          Management
      Result from All Issuance Requests at
      EUR 40 Million
24    Allow Management Board to Use All       For       Against      Management
      Outstanding Capital Authorizations in
      the Event of a Public Tender Offer or
      Share Exchange Offer
25    Amend Article 10.II of Bylaws Re:       For       For          Management
      Management Board Members Age Limit
26    Amend Article 20 of Bylaws Re:          For       For          Management
      Shareholders'  Rights
27    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

RECKITT BENCKISER GROUP PLC

Ticker:       RB             Security ID:  G74079107
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAY 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       Abstain      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       Abstain      Management
6     Re-elect Bart Becht as Director         For       For          Management
7     Re-elect Graham Mackay as Director      For       For          Management
8     Elect Liz Doherty as Director           For       For          Management
9     Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors
10    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
11    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
12    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
13    Authorise Market Purchase               For       For          Management
14    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
15    Amend 2007 Senior Executives' Share     For       For          Management
      Ownership Policy Plan, 2007 Global
      Stock Profit Plan, 2007 Long-Term
      Incentive Plan, 2007 US Savings-Related
      Share Option Plan and 2007 Savings
      Related Share Option Plan


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

RHOEN-KLINIKUM AG

Ticker:       RHK            Security ID:  D6530N119
Meeting Date: JUN 08, 2011   Meeting Type: Annual
Record Date:  MAY 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2010
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.37 per Share
3.1   Approve Discharge of Management Board   For       For          Management
      Member Wolfgang Pfoehler for Fiscal
      2010
3.2   Approve Discharge of Management Board   For       For          Management
      Member Gerald Meder for Fiscal 2010
3.3   Approve Discharge of Management Board   For       For          Management
      Member Andrea Aulkemeyer for Fiscal
      2010
3.4   Approve Discharge of Management Board   For       For          Management
      Member Volker Feldkamp for Fiscal 2010
3.5   Approve Discharge of Management Board   For       For          Management
      Member Erik Hamann for Fiscal 2010
3.6   Approve Discharge of Management Board   For       For          Management
      Member Wolfgang Kunz for Fiscal 2010
3.7   Approve Discharge of Management Board   For       For          Management
      Member Ralf Staehler for Fiscal 2010
3.8   Approve Discharge of Management Board   For       For          Management
      Member Irmgard Stippler for Fiscal 2010
3.9   Approve Discharge of Management Board   For       For          Management
      Member Christoph Straub for Fiscal 2010
4.1   Approve Discharge of Supervisory Board  For       For          Management
      Member Eugen Muench for Fiscal 2010
4.2   Approve Discharge of Supervisory Board  For       For          Management
      Member Joachim Lueddecke for Fiscal
      2010
4.3   Approve Discharge of Supervisory Board  For       For          Management
      Member Wolfgang Muendel for Fiscal 2010
4.4   Approve Discharge of Supervisory Board  For       For          Management
      Member Bernhard Aisch for Fiscal 2010
4.5   Approve Discharge of Supervisory Board  For       For          Management
      Member Gisela Ballauf for Fiscal 2010
4.6   Approve Discharge of Supervisory Board  For       For          Management
      Member Peter Berghoefer for Fiscal 2010
4.7   Approve Discharge of Supervisory Board  For       For          Management
      Member Bettina Boettcher for Fiscal
      2010
4.8   Approve Discharge of Supervisory Board  For       For          Management
      Member Sylvia Buehler for Fiscal 2010
4.9   Approve Discharge of Supervisory Board  For       For          Management
      Member Helmut Buehner for Fiscal 2010
4.10  Approve Discharge of Supervisory Board  For       For          Management
      Member Gerhard Ehninger for Fiscal 2010
4.11  Approve Discharge of Supervisory Board  For       For          Management
      Member Stefan Haertel for Fiscal 2010
4.12  Approve Discharge of Supervisory Board  For       For          Management
      Member Ursula Harres for Fiscal 2010
4.13  Approve Discharge of Supervisory Board  For       For          Management
      Member Caspar von Hauenschild for
      Fiscal 2010
4.14  Approve Discharge of Supervisory Board  For       For          Management
      Member Detlef Klimpe for Fiscal 2010
4.15  Approve Discharge of Supervisory Board  For       For          Management
      Member Heinz Korte for Fiscal 2010
4.16  Approve Discharge of Supervisory Board  For       For          Management
      Member Karl Lauterbach for Fiscal 2010
4.17  Approve Discharge of Supervisory Board  For       For          Management
      Member Michael Mendel for Fiscal 2010
4.18  Approve Discharge of Supervisory Board  For       For          Management
      Member Ruediger Merz for Fiscal 2010
4.19  Approve Discharge of Supervisory Board  For       For          Management
      Member Brigitte Mohn for Fiscal 2010
4.20  Approve Discharge of Supervisory Board  For       For          Management
      Member Annett Mueller for Fiscal 2010
4.21  Approve Discharge of Supervisory Board  For       For          Management
      Member Jens-Peter Neumann for Fiscal
      2010
4.22  Approve Discharge of Supervisory Board  For       For          Management
      Member Werner Prange for Fiscal 2010
4.23  Approve Discharge of Supervisory Board  For       For          Management
      Member Joachim Schaar for Fiscal 2010
4.24  Approve Discharge of Supervisory Board  For       For          Management
      Member Jan Schmitt for Fiscal 2010
4.25  Approve Discharge of Supervisory Board  For       For          Management
      Member Georg Schulze-Ziehaus for Fiscal
      2010
4.26  Approve Discharge of Supervisory Board  For       For          Management
      Member Rudolf Schwab for Fiscal 2010
4.27  Approve Discharge of Supervisory Board  For       For          Management
      Member Michael Wendl for Fiscal 2010
5     Approve Remuneration System for         For       Against      Management
      Management Board Members
6     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors for Fiscal 2011
7     Authorize Share Repurchase Program and  For       For          Management
      Reissuance or Cancellation of
      Repurchased Shares
8     Alter Mandatory Retirement Policy for   For       For          Management
      Management Board Members
9     Alter Mandatory Retirement Policy for   For       For          Management
      Supervisory Board Members
10    Amend Articles Re: Requirements for     For       For          Management
      Participation in General Meeting
11.1  Approve Affiliation Agreement with      For       For          Management
      Subsidiary Klinik fuer Herzchirurgie
      Karlsruhe GmbH, Karlsruhe
11.2  Approve Affiliation Agreement with      For       For          Management
      Subsidiary Klinik Kipfenberg GmbH
      Neurochirurgische und Neurologische
      Fachklinik, Kipfenberg
11.3  Approve Affiliation Agreement with      For       For          Management
      Subsidiary Herzzentrum Leipzig GmbH,
      Leipzig
11.4  Approve Affiliation Agreement with      For       For          Management
      Subsidiary Klinikum Meiningen GmbH,
      Meiningen


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

ROLLS-ROYCE GROUP PLC

Ticker:       RR.            Security ID:  G7630U109
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAY 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       Did Not Vote Management
      Statutory Reports
2     Approve Remuneration Report             For       Did Not Vote Management
3     Re-elect Sir Simon Robertson as         For       Did Not Vote Management
      Director
4     Re-elect John Rishton as Director       For       Did Not Vote Management
5     Re-elect Helen Alexander as Director    For       Did Not Vote Management
6     Re-elect Peter Byrom as Director        For       Did Not Vote Management
7     Re-elect Iain Conn as Director          For       Did Not Vote Management
8     Re-elect Peter Gregson as Director      For       Did Not Vote Management
9     Re-elect James Guyette as Director      For       Did Not Vote Management
10    Re-elect John McAdam as Director        For       Did Not Vote Management
11    Re-elect John Neill as Director         For       Did Not Vote Management
12    Re-elect Andrew Shilston as Director    For       Did Not Vote Management
13    Re-elect Colin Smith as Director        For       Did Not Vote Management
14    Re-elect Ian Strachan as Director       For       Did Not Vote Management
15    Re-elect Mike Terrett as Director       For       Did Not Vote Management
16    Reappoint KPMG Audit plc as Auditors    For       Did Not Vote Management
17    Authorise Board to Fix Remuneration of  For       Did Not Vote Management
      Auditors
18    Approve Payment to Shareholders by Way  For       Did Not Vote Management
      of a Bonus Issue
19    Approve EU Political Donations and      For       Did Not Vote Management
      Expenditure
20    Amend Share Purchase Plan               For       Did Not Vote Management
21    Approve UK Sharesave Plan 2011          For       Did Not Vote Management
22    Approve International Sharesave Plan    For       Did Not Vote Management
23    Amend Articles of Association           For       Did Not Vote Management
24    Authorise the Company to Call EGM with  For       Did Not Vote Management
      Two Weeks Notice
25    Authorise Issue of Equity with          For       Did Not Vote Management
      Pre-emptive Rights
26    Authorise Issue of Equity without       For       Did Not Vote Management
      Pre-emptive Rights
27    Authorise Market Purchase               For       Did Not Vote Management
28    Introduce Rolls-Royce Holdings as a New For       Did Not Vote Management
      Holding Company for the Group


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

ROLLS-ROYCE GROUP PLC

Ticker:       RR.            Security ID:  G7630U109
Meeting Date: MAY 06, 2011   Meeting Type: Court
Record Date:  MAY 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Scheme of Arrangement           For       Did Not Vote Management


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

ROYAL DUTCH SHELL PLC

Ticker:       RDSB           Security ID:  G7690A100
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAY 13, 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     Elect Linda Stuntz as Director          For       For          Management
4     Re-elect Josef Ackermann as Director    For       For          Management
5     Re-elect Malcolm Brinded as Director    For       For          Management
6     Elect Guy Elliott as Director           For       For          Management
7     Re-elect Simon Henry as Director        For       For          Management
8     Re-elect Charles Holliday as Director   For       For          Management
9     Re-elect Lord Kerr of Kinlochard as     For       For          Management
      Director
10    Elect Gerard Kleisterlee as Director    For       For          Management
11    Re-elect Christine Morin-Postel as      For       For          Management
      Director
12    Re-elect Jorma Ollila as Director       For       For          Management
13    Re-elect Jeroen van der Veer as         For       For          Management
      Director
14    Re-elect Peter Voser as Director        For       For          Management
15    Re-elect Hans Wijers as Director        For       For          Management
16    Reappoint PricewaterhouseCoopers LLP as For       For          Management
      Auditors of the Company
17    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
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 EU Political Donations and    For       For          Management
      Expenditure


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

SANDS CHINA LTD.

Ticker:       01928          Security ID:  G7800X107
Meeting Date: JUN 07, 2011   Meeting Type: Annual
Record Date:  MAY 26, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2a    Reelect Michael Alan Leven as Executive For       Against      Management
      Director
2b    Reelect Toh Hup Hock as Executive       For       Against      Management
      Director
2c    Reelect Jeffrey Howard Schwartz as      For       For          Management
      Non-Executive Director
2d    Reelect David Muir Turnbull as          For       For          Management
      Independent Non-Executive Director
2e    Reelect Iain Ferguson Bruce as          For       For          Management
      Independent Non-Executive Director
2f    Authorize Board to Fix Remuneration of  For       For          Management
      Directors
3     Reappoint PricewaterhouseCoopers as     For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
4     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
5     Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights
6     Authorize Reissuance of Repurchased     For       Against      Management
      Shares


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

SANOFI AVENTIS

Ticker:       SAN            Security ID:  F5548N101
Meeting Date: MAY 06, 2011   Meeting Type: Annual/Special
Record Date:  MAY 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 Allocation of Income and        For       For          Management
      Dividends of EUR 2.5 per Share
4     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
5     Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 1.5 Million
6     Ratify Appointment of Carole Piwnica as For       For          Management
      Director
7     Elect Suet Fern Lee as Director         For       For          Management
8     Reelect Thierry Desmarest as Director   For       For          Management
9     Reelect Igor Landau as Director         For       For          Management
10    Reelect Gerard Van Kemmel as Director   For       For          Management
11    Reelect Serge Weinberg as Director      For       For          Management
12    Renew Appointment of                    For       For          Management
      PricewaterhouseCoopers Audit as Auditor
13    Appoint Yves Nicolas as Alternate       For       For          Management
      Auditor
14    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
15    Authorize Issuance of Equity or         For       Against      Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 1.3 Billion
16    Authorize Issuance of Equity or         For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 520 Million
17    Authorize Capital Increase of up to 10  For       Against      Management
      Percent of Issued Capital for Future
      Acquisitions
18    Authorize Board to Increase Capital in  For       Against      Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
19    Authorize Capitalization of Reserves of For       Against      Management
      up to EUR 500 Million for Bonus Issue
      or Increase in Par Value
20    Approve Employee Stock Purchase Plan    For       For          Management
21    Authorize up to 1 Percent of Issued     For       For          Management
      Capital for Use in Stock Option Plan
22    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
23    Amend Article 11 of Bylaws Re: Board    For       For          Management
      Size
24    Amend Article 12 of Bylaws Re: Vice     For       For          Management
      Chairman Age Limit
25    Amend Article 19 of Bylaws to Comply    For       For          Management
      with New Legislation Re: Shareholder
      Rights
26    Change Company Name to Sanofi and Amend For       For          Management
      Article 2 of Bylaws Accordingly
27    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

SBERBANK OF RUSSIA

Ticker:       SBER           Security ID:  X76318108
Meeting Date: JUN 03, 2011   Meeting Type: Annual
Record Date:  APR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Annual Report                   For       Did Not Vote Management
2     Approve Financial Statements            For       Did Not Vote Management
3     Approve Allocation of Income and        For       Did Not Vote Management
      Dividends of RUB 0.92 per Common Share
      and RUB 1.15 per Preferred Share
4     Ratify ZAO Ernst & Young Vneshaudit as  For       Did Not Vote Management
      Auditor
5.1   Elect German Gref as Director           None      Did Not Vote Management
5.2   Elect Sergey Guriyev as Director        None      Did Not Vote Management
5.3   Elect Mikhail Dmitriev as Director      None      Did Not Vote Management
5.4   Elect Bella Zlatkis as Director         None      Did Not Vote Management
5.5   Elect Nadezhda Ivanova as Director      None      Did Not Vote Management
5.6   Elect Sergey Ignatyev as Director       None      Did Not Vote Management
5.7   Elect Georgy Luntovsky as Director      None      Did Not Vote Management
5.8   Elect Mikhail Matovnikov as Director    None      Did Not Vote Management
5.9   Elect Vladimir Mau as Director          None      Did Not Vote Management
5.10  Elect Anna Popova as Director           None      Did Not Vote Management
5.11  Elect Alessandro Profumo as Director    None      Did Not Vote Management
5.12  Elect Aleksey Savatuygin as Director    None      Did Not Vote Management
5.13  Elect Rair Simonyan as Director         None      Did Not Vote Management
5.14  Elect Sergey Sinelnikov-Murylev as      None      Did Not Vote Management
      Director
5.15  Elect Valery Tkachenko as Director      None      Did Not Vote Management
5.16  Elect Aleksey Ulyukaev as Director      None      Did Not Vote Management
5.17  Elect Sergey Shvetsov as Director       None      Did Not Vote Management
6.1   Elect Vladimir Volkov as Member of      For       Did Not Vote Management
      Audit Commission
6.2   Elect Maksim Dolzhnikov as Member of    For       Did Not Vote Management
      Audit Commission
6.3   Elect Ludmila Zinina as Member of Audit For       Did Not Vote Management
      Commission
6.4   Elect Yuliya Isakhanova as Member of    For       Did Not Vote Management
      Audit Commission
6.5   Elect Dmitry Kondratenko as Member of   For       Did Not Vote Management
      Audit Commission
6.6   Elect Aleksey Minenko as Member of      For       Did Not Vote Management
      Audit Commission
6.7   Elect Olga Polyakova as Member of Audit For       Did Not Vote Management
      Commission
7     Reelect German Gref as President and    For       Did Not Vote Management
      Chairman of Management Board (General
      Director) for New Term of Office
8     Approve Remuneration of Directors and   For       Did Not Vote Management
      Members of Audit Commission
9     Approve Charter in New Edition          For       Did Not Vote Management


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

SCHNEIDER ELECTRIC SA

Ticker:       SU             Security ID:  F86921107
Meeting Date: APR 21, 2011   Meeting Type: Annual/Special
Record Date:  APR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 3.20 per Share
4     Acknowledge Auditors' Special Report on For       For          Management
      Related-Party Transactions
5     Ratify Appointment of Anand Mahindra as For       For          Management
      Supervisory Board Member
6     Elect Betsy Atkins as Supervisory Board For       For          Management
      Member
7     Elect Jeong H. Kim as Supervisory Board For       For          Management
      Member
8     Elect Dominique Senequier as            For       For          Management
      Supervisory Board Member
9     Approve Remuneration of Supervisory     For       For          Management
      Board Members in the Aggregate Amount
      of EUR 1 Million
10    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
11    Amend Article 11 Re: Age Limit for      For       For          Management
      Supervisory Board Members
12    Amend Article 16 of Bylaws Re: Censors  For       For          Management
13    Approve Reduction in Par Value from EUR For       For          Management
      8 to EUR 4 and Amend Bylaws Accordingly
14    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 800 Million
15    Authorize Capitalization of Reserves    For       For          Management
      for Bonus Issue or Increase in Par
      Value
16    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 217 Million
17    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
18    Authorize Capital Increase for Future   For       For          Management
      Exchange Offers
19    Approve Issuance of Shares Up to EUR    For       For          Management
      108 Million for a Private Placement
20    Authorize up to 1 Percent of Issued     For       For          Management
      Capital for Use in Stock Option Plan
21    Authorize up to 0.03 Percent of Issued  For       For          Management
      Capital for Use in Restricted Stock
      Plan
22    Approve Employee Stock Purchase Plan    For       For          Management
23    Approve Employee Stock Purchase Plan    For       For          Management
      Reserved for International Employees
24    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
25    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

SINOTRUK (HONG KONG) LTD

Ticker:       03808          Security ID:  Y8014Z102
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend of HK$0.18 Per   For       For          Management
      Share
3a    Reelect Cai Dong as Director            For       For          Management
3b    Reelect Wei Zhihai as Director          For       For          Management
3c    Reelect Wang Haotao as Director         For       For          Management
3d    Reelect Tong Jingen as Director         For       For          Management
3e    Reelect Wang Shanpo as Director         For       For          Management
3f    Reelect Shao Qihui as Director          For       For          Management
3g    Authorize Board to Fix Remuneration of  For       For          Management
      Directors
4     Reappoint PricewaterhouseCoopers as     For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
5     Adopt Amended and Restated Memorandum   For       For          Management
      and Articles of Association of the
      Company


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

SWISS REINSURANCE  (SCHWEIZERISCHE RUECKVERSICHERUNGS)

Ticker:       RUKN           Security ID:  H84046137
Meeting Date: APR 15, 2011   Meeting Type: Annual
Record Date:  APR 13, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Approve Remuneration Report             For       Did Not Vote Management
1.2   Accept Financial Statements and         For       Did Not Vote Management
      Statutory Reports
2     Approve Allocation of Income and        For       Did Not Vote Management
      Omission of Dividends
3     Approve Dividend of CHF 2.75 per Share  For       Did Not Vote Management
      from Share Premium Reserve
4     Approve Discharge of Board and Senior   For       Did Not Vote Management
      Management
5.1.1 Reelect Raymund Breu as Director        For       Did Not Vote Management
5.1.2 Reelect Mathis Cabiallavetta as         For       Did Not Vote Management
      Director
5.1.3 Reelect Raymond Ch'ien as Director      For       Did Not Vote Management
5.1.4 Reelect Rajna Brandon as Director       For       Did Not Vote Management
5.1.5 Relect Hans Maerki as Director          For       Did Not Vote Management
5.1.6 Elect Renato Fassbind as Director       For       Did Not Vote Management
5.2   Ratify PricewaterhouseCoopers as        For       Did Not Vote Management
      Auditors
6.1   Approve Creation of CHF 8.5 Million     For       Did Not Vote Management
      Pool of Capital with Partial Exclusion
      of Preemptive Rights
6.2   Approve Cancellation of CHF 1.7 Million For       Did Not Vote Management
      Pool of Conditional Capital for
      Employee Share Plan
6.3   Approve Cancellation of CHF 16 Million  For       Did Not Vote Management
      Pool of Conditional Capital for
      Convertible Bonds Issued to Berkshire
      Hathaway
6.4   Approve Creation of CHF 4.2 Million     For       Did Not Vote Management
      Pool of Capital without Preemptive
      Rights for Issue of Options or
      Convertible Financial Instruments


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD.

Ticker:       2330           Security ID:  Y84629107
Meeting Date: JUN 09, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

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


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

TARGET CORPORATION

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

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


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

TECHNIP

Ticker:       TEC            Security ID:  F90676101
Meeting Date: APR 28, 2011   Meeting Type: Annual/Special
Record Date:  APR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.45 per Share
3     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
4     Acknowledge Auditors' Special Report    For       For          Management
      Regarding Related-Party Transactions
      and Absence of New Related-Party
      Transaction
5     Ratify Appointment of Marie-Ange Debon  For       For          Management
      as Director
6     Reelect Thierry Pilenko as Director     For       For          Management
7     Reelect Olivier Appert as Director      For       For          Management
8     Reelect Pascal Colombani as Director    For       For          Management
9     Reelect John O'Leary as Director        For       For          Management
10    Elect Maury Devine as Director          For       For          Management
11    Elect Leticia Costa as Director         For       For          Management
12    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
13    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 40 Million
14    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 8 Million
15    Approve Issuance of Shares for a        For       For          Management
      Private Placement, up to EUR 8 Million
16    Authorize up to 0.4 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plan
17    Authorize Restricted Stock Plan         For       For          Management
      Reserved for Chairman and/or CEO,
      Subject to Approval of Item 16
18    Authorize up to 0.4 Percent of Issued   For       For          Management
      Capital for Use in Stock Option Plan
19    Authorize Stock Option Plan Reserved    For       For          Management
      for Chairman and/or CEO, Subject to
      Approval of Item 18
20    Approve Employee Stock Purchase Plan    For       For          Management
21    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

TRACTEBEL ENERGIA S.A.

Ticker:       TBLE3          Security ID:  P9208W103
Meeting Date: APR 05, 2011   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2010
2     Approve Capital Budget for Upcoming     For       For          Management
      Fiscal Year
3     Approve Allocation of Income and        For       For          Management
      Dividends
4     Approve Employees' Bonuses              For       Against      Management
5     Approve Remuneration of Executive       For       For          Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members
6     Elect Fiscal Council                    For       For          Management


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

URBI DESARROLLOS URBANOS S.A.B. DE C.V.

Ticker:       URBI           Security ID:  P9592Y103
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year 2010
2     Present Report of Compliance with       For       For          Management
      Fiscal Obligations
3     Approve Allocation of Income            For       For          Management
4     Elect or Ratify Directors and Approve   For       Against      Management
      Their Remuneration
5     Elect or Ratify Chairmen of Audit and   For       Against      Management
      Corporate Practices Committees
6     Set Aggregate Nominal Amount of Share   For       For          Management
      Repurchase Program
7     Designate Inspector or Shareholder      For       For          Management
      Representative(s) of Minutes of Meeting


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

USINAS SIDERURGICAS DE MINAS GERAIS S.A. - USIMINAS

Ticker:       USIM5          Security ID:  P9632E117
Meeting Date: APR 14, 2011   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2010
2     Approve Allocation of Income, Capital   For       For          Management
      Budget
3     Approve Remuneration of Executive       For       For          Management
      Officers, Non-Executive Directors
4     Elect Fiscal Council Members and        For       For          Management
      Approve Their Remuneration


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

VIRGIN MEDIA INC.

Ticker:       VMED           Security ID:  92769L101
Meeting Date: JUN 07, 2011   Meeting Type: Annual
Record Date:  APR 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James A. Chiddix         For       For          Management
1.2   Elect Director William R. Huff          For       For          Management
1.3   Elect Director James F. Mooney          For       For          Management
1.4   Elect Director John N. Rigsby           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management

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


                                   SIGNATURES

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

Registrant: MFS SERIES TRUST XVI

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

Date:  August  12,  2011

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

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

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