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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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                                   FORM N-PX

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                    ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES

                  Investment Company Act file number 811-05262

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

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              111 Huntington Avenue, Boston, Massachusetts 02199
              (Address of principal executive offices) (Zip code)

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                                Susan S. Newton
                    Massachusetts Financial Services Company
                             111 Huntington Avenue
                          Boston, Massachusetts  02199
                    (Name and address of agents for service)

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

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

                      Date of fiscal year end: October 31

             Date of reporting period: July 1, 2012 - June 30, 2013

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ITEM 1.  PROXY VOTING RECORD.



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

ICA File Number: 811-05262
Reporting Period: 07/01/2012 - 06/30/2013
MFS Series Trust VIII









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


ACCENTURE PLC

Ticker:       ACN            Security ID:  G1151C101
Meeting Date: FEB 06, 2013   Meeting Type: Annual
Record Date:  DEC 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2.1   Elect Director William L. Kimsey        For       For          Management
2.2   Elect Director Robert I. Lipp           For       For          Management
2.3   Elect Director Pierre Nanterme          For       For          Management
2.4   Elect Director Gilles C. Pelisson       For       For          Management
2.5   Elect Director Wulf von Schimmelmann    For       For          Management
3     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their  Remuneration
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Amend 2010 Share Incentive Plan         For       Against      Management
6     Authorize the Holding of the 2014 AGM   For       For          Management
      at a Location Outside Ireland
7     Authorize Open-Market Purchases of      For       For          Management
      Class A Ordinary Shares
8     Determine the Price Range at which      For       For          Management
      Accenture Plc can Re-issue Shares that
      it Acquires as Treasury Stock
9     Report on Lobbying Payments and Policy  Against   For          Shareholder


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ALLERGAN, INC.

Ticker:       AGN            Security ID:  018490102
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David E.I. Pyott         For       For          Management
1b    Elect Director Michael R. Gallagher     For       For          Management
1c    Elect Director Deborah Dunsire          For       For          Management
1d    Elect Director Dawn Hudson              For       For          Management
1e    Elect Director Trevor M. Jones          For       For          Management
1f    Elect Director Louis J. Lavigne, Jr.    For       For          Management
1g    Elect Director Peter J. McDonnell       For       For          Management
1h    Elect Director Timothy D. Proctor       For       For          Management
1i    Elect Director Russell T. Ray           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Call Special Meeting   For       For          Management
5.1   Provide Right to Act by Written Consent Against   For          Shareholder
5.2   Report on Lobbying Payments and Policy  Against   For          Shareholder


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AMPHENOL CORPORATION

Ticker:       APH            Security ID:  032095101
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stanley L. Clark         For       For          Management
1.2   Elect Director David P. Falck           For       For          Management
1.3   Elect Director Edward G. Jepsen         For       For          Management
1.4   Elect Director Andrew E. Lietz          For       For          Management
1.5   Elect Director Martin H. Loeffler       For       For          Management
1.6   Elect Director John R. Lord             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Bylaws -- Call Special Meetings   Against   For          Shareholder


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 27, 2013   Meeting Type: Annual
Record Date:  JAN 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Campbell         For       For          Management
1.2   Elect Director Timothy Cook             For       For          Management
1.3   Elect Director Millard Drexler          For       For          Management
1.4   Elect Director Al Gore                  For       For          Management
1.5   Elect Director Robert Iger              For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur Levinson          For       For          Management
1.8   Elect Director Ronald Sugar             For       For          Management
2     Amend Articles of Incorporation         For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Establish Board Committee on Human      Against   Against      Shareholder
      Rights


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ASML HOLDING NV

Ticker:       ASML           Security ID:  N07059186
Meeting Date: SEP 07, 2012   Meeting Type: Special
Record Date:  JUL 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Receive Announcements Re: Customer      None      None         Management
      Co-Investment Program
3a    Grant Board Authority to Issue Shares   For       For          Management
      Up To 25 Percent of Issued Capital Re:
      Customer Co-Investment Program
3b    Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 3a
4a    Amend Articles to Create New Share      For       For          Management
      Class: Ordinary Shares M
4b    Increase Par Value per Ordinary Share   For       For          Management
4c    Approve Reduction in Share Capital by   For       For          Management
      Decreasing Nominal Value per Share
4d    Amend Articles Re: Consolidation of     For       For          Management
      Ordinary Shares A at an Exchange Ratio
4e    Amend Articles to Eliminate Two         For       For          Management
      Ordinary Share Classes A and M and
      Convert into One Ordinary Share Class
5     Authorize each Director and any Lawyer  For       For          Management
      and Paralegals from De Brauw
      Blackstone Westbroek NV to Execute the
      Notarial Deeds of Amendments
6a    Grant Board Authority to Issue Shares   For       For          Management
      Up To 5 Percent of Issued Capital and
      Restricting/Excluding Preemptive Rights
6b    Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 6a
6c    Grant Board Authority to Issue Shares   For       For          Management
      Up To 5 Percent in Case of
      Takeover/Merger and
      Restricting/Excluding Preemptive Rights
6d    Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 6c
7     Other Business (Non-Voting)             None      None         Management
8     Close Meeting                           None      None         Management


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BAYER AG

Ticker:       BAYN           Security ID:  D0712D163
Meeting Date: APR 26, 2013   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        For       Did Not Vote Management
      Statutory Reports; Approve Allocation
      of Income and Dividends of EUR 1.90
      per Share for Fiscal 2012
2     Approve Discharge of Management Board   For       Did Not Vote Management
      for Fiscal 2012
3     Approve Discharge of Supervisory Board  For       Did Not Vote Management
      for Fiscal 2012
4     Approve Affiliation Agreement with      For       Did Not Vote Management
      Bayer Beteiligungsverwaltung Goslar
      GmbH
5     Ratify PricewaterhouseCoopers as        For       Did Not Vote Management
      Auditors for Fiscal 2013


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BG GROUP PLC

Ticker:       BG.            Security ID:  G1245Z108
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAY 21, 2013

#     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 Den Jones as Director             For       For          Management
5     Elect Lim Haw-Kuang as Director         For       For          Management
6     Re-elect Peter Backhouse as Director    For       For          Management
7     Re-elect Vivienne Cox as Director       For       For          Management
8     Re-elect Chris Finlayson as Director    For       For          Management
9     Re-elect Andrew Gould as Director       For       For          Management
10    Re-elect Baroness Hogg as Director      For       For          Management
11    Re-elect Dr John Hood as Director       For       For          Management
12    Re-elect Martin Houston as Director     For       For          Management
13    Re-elect Caio Koch-Weser as Director    For       For          Management
14    Re-elect Sir David Manning as Director  For       For          Management
15    Re-elect Mark Seligman as Director      For       For          Management
16    Re-elect Patrick Thomas as Director     For       For          Management
17    Appoint Ernst & Young LLP as Auditors   For       For          Management
18    Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
19    Authorise EU Political Donations and    For       For          Management
      Expenditure
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
23    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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BM&FBOVESPA S.A.

Ticker:       BVMF3          Security ID:  P73232103
Meeting Date: APR 15, 2013   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       Did Not Vote Management
      Statutory Reports for Fiscal Year
      Ended Dec. 31, 2012
2     Approve Allocation of Income and        For       Did Not Vote Management
      Dividends
3     Elect Directors                         For       Did Not Vote Management
4     Approve Remuneration of Company's       For       Did Not Vote Management
      Management


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BM&FBOVESPA S.A.

Ticker:       BVMF3          Security ID:  P73232103
Meeting Date: APR 15, 2013   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Stock Option Plan                 For       Did Not Vote Management


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BRENNTAG AG

Ticker:       BNR            Security ID:  D12459109
Meeting Date: JUN 19, 2013   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2012
      (Non-Voting)
2     Approve Allocation of Income and        For       Did Not Vote Management
      Dividends of EUR 2.40 per Share
3     Approve Discharge of Management Board   For       Did Not Vote Management
      for Fiscal 2012
4     Approve Discharge of Supervisory Board  For       Did Not Vote Management
      for Fiscal 2012
5     Ratify PricewaterhouseCoopers as        For       Did Not Vote Management
      Auditors for Fiscal 2013


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CIA. HERING

Ticker:       HGTX3          Security ID:  P50753105
Meeting Date: APR 25, 2013   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, 2012
2     Approve Capital Budget for Upcoming     For       For          Management
      Fiscal Year
3     Approve Allocation of Income and        For       For          Management
      Dividends
4     Elect Directors                         For       For          Management
5     Approve Remuneration of Company's       For       For          Management
      Management


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 15, 2012   Meeting Type: Annual
Record Date:  SEP 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Carol A. Bartz           For       For          Management
1b    Elect Director Marc Benioff             For       For          Management
1c    Elect Director M. Michele Burns         For       For          Management
1d    Elect Director Michael D. Capellas      For       For          Management
1e    Elect Director Larry R. Carter          For       For          Management
1f    Elect Director John T. Chambers         For       For          Management
1g    Elect Director Brian L. Halla           For       For          Management
1h    Elect Director John L. Hennessy         For       For          Management
1i    Elect Director Kristina M. Johnson      For       For          Management
1j    Elect Director Richard M. Kovacevich    For       For          Management
1k    Elect Director Roderick C. McGeary      For       For          Management
1l    Elect Director Arun Sarin               For       For          Management
1m    Elect Director Steven M. West           For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Eliminating Conflict          Against   Against      Shareholder
      Minerals from Supply Chain


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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 04, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Maureen Breakiron-Evans  For       For          Management
1b    Elect Director John E. Klein            For       For          Management
1c    Elect Director Lakshmi Narayanan        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Declassify the Board of Directors       For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management
6     Provide Right to Act by Written Consent Against   For          Shareholder


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COLGATE-PALMOLIVE COMPANY

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 10, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Nikesh Arora             For       For          Management
1b    Elect Director John T. Cahill           For       For          Management
1c    Elect Director Ian Cook                 For       For          Management
1d    Elect Director Helene D. Gayle          For       For          Management
1e    Elect Director Ellen M. Hancock         For       For          Management
1f    Elect Director Joseph Jimenez           For       For          Management
1g    Elect Director Richard J. Kogan         For       For          Management
1h    Elect Director Delano E. Lewis          For       For          Management
1i    Elect Director J. Pedro Reinhard        For       For          Management
1j    Elect Director Stephen I. Sadove        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       Against      Management
5     Adopt Share Retention Policy For        Against   Against      Shareholder
      Senior Executives


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COMPAGNIE FINANCIERE RICHEMONT SA

Ticker:       CFR            Security ID:  H25662158
Meeting Date: SEP 05, 2012   Meeting Type: Annual
Record Date:

#     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 Allocation of Income and        For       Did Not Vote Management
      Dividends of CHF 0.55  per "A" Bearer
      Share and CHF 0.055 per "B" Registered
      Share
3     Approve Discharge of Board and Senior   For       Did Not Vote Management
      Management
4.1   Reelect Johann Rupert as Director       For       Did Not Vote Management
4.2   Reelect Franco Cologni as Director      For       Did Not Vote Management
4.3   Reelect Lord Duro as Director           For       Did Not Vote Management
4.4   Reelect Yves-Andre Istel as Director    For       Did Not Vote Management
4.5   Reelect Richard Lepeu as Director       For       Did Not Vote Management
4.6   Reelect Ruggero Magnoni as Director     For       Did Not Vote Management
4.7   Reelect Josua Malherbe as Director      For       Did Not Vote Management
4.8   Reelect Frederick Mostert as Director   For       Did Not Vote Management
4.9   Reelect Simon Murray as Director        For       Did Not Vote Management
4.10  Reelect Alain Perrin as Director        For       Did Not Vote Management
4.11  Reelect Guillaume Pictet as Director    For       Did Not Vote Management
4.12  Reelect Norbert Platt as Director       For       Did Not Vote Management
4.13  Reelect Alan Quasha as Director         For       Did Not Vote Management
4.14  Reelect Maria Ramos as Director         For       Did Not Vote Management
4.15  Reelect Lord Renwick of Clifton as      For       Did Not Vote Management
      Director
4.16  Reelect Dominique Rochat as Director    For       Did Not Vote Management
4.17  Reelect Jan Rupert as Director          For       Did Not Vote Management
4.18  Reelect Gary Saage as Director          For       Did Not Vote Management
4.19  Reelect Juergen Schrempp as Director    For       Did Not Vote Management
4.20  Reelect Martha Wikstrom as Director     For       Did Not Vote Management
5     Ratify PricewaterhouseCoopers as        For       Did Not Vote Management
      Auditors


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COMPASS GROUP PLC

Ticker:       CPG            Security ID:  G23296182
Meeting Date: FEB 07, 2013   Meeting Type: Annual
Record Date:  FEB 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend                  For       For          Management
4     Re-elect Sir Roy Gardner as Director    For       For          Management
5     Elect Dominic Blakemore as Director     For       For          Management
6     Re-elect Richard Cousins as Director    For       For          Management
7     Re-elect Gary Green as Director         For       For          Management
8     Re-elect Andrew Martin as Director      For       For          Management
9     Re-elect John Bason as Director         For       For          Management
10    Re-elect Sir James Crosby as Director   For       For          Management
11    Re-elect Susan Murray as Director       For       For          Management
12    Re-elect Don Robert as Director         For       For          Management
13    Re-elect Sir Ian Robinson as Director   For       For          Management
14    Reappoint Deloitte LLP as Auditors      For       For          Management
15    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
16    Authorise EU Political Donations and    For       For          Management
      Expenditure
17    Amend Long Term Incentive Plan 2010     For       For          Management
18    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
20    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
21    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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CREDICORP LTD.

Ticker:       BAP            Security ID:  G2519Y108
Meeting Date: MAR 26, 2013   Meeting Type: Annual
Record Date:  FEB 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Annual Reports                  None      None         Management
2     Approve Individual and Consolidated     For       For          Management
      Financial Statements and Statutory
      Reports
3     Approve Remuneration of Directors       For       For          Management
4     Appoint Ernst & Young Global as         For       For          Management
      External Auditors and Authorize Board
      to Fix Their Remuneration
5     Present Payment of Dividends of USD of  None      None         Management
      2.60 per Share
6     Present Allocation of Income            None      None         Management


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CRODA INTERNATIONAL PLC

Ticker:       CRDA           Security ID:  G25536106
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  APR 23, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend                  For       For          Management
4     Re-elect Sean Christie as Director      For       For          Management
5     Re-elect Alan Ferguson as Director      For       For          Management
6     Re-elect Martin Flower as Director      For       For          Management
7     Re-elect Steve Foots as Director        For       For          Management
8     Re-elect Keith Layden as Director       For       For          Management
9     Re-elect Stanley Musesengwa as Director For       For          Management
10    Re-elect Nigel Turner as Director       For       For          Management
11    Re-elect Steve Williams as Director     For       For          Management
12    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
13    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
14    Authorise EU Political Donations and    For       For          Management
      Expenditure
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 of Ordinary   For       For          Management
      Shares
18    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
19    Amend Articles of Association Re:       For       For          Management
      Non-Executive Directors Fees
20    Approve Sharesave Scheme                For       For          Management


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CVS CAREMARK CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. David Brown II        For       For          Management
1.2   Elect Director David W. Dorman          For       For          Management
1.3   Elect Director Anne M. Finucane         For       For          Management
1.4   Elect Director Kristen Gibney Williams  For       For          Management
1.5   Elect Director Larry J. Merlo           For       For          Management
1.6   Elect Director Jean-Pierre Millon       For       For          Management
1.7   Elect Director Richard J. Swift         For       For          Management
1.8   Elect Director William C. Weldon        For       For          Management
1.9   Elect Director Tony L. White            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Reduce Vote Requirement Under the Fair  For       For          Management
      Price Provision
6     Report on Political Contributions       Against   For          Shareholder
7     Pro-rata Vesting of Equity Awards       Against   For          Shareholder
8     Report on Lobbying Payments and Policy  Against   For          Shareholder


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DANAHER CORPORATION

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald J. Ehrlich        For       For          Management
1.2   Elect Director Linda Hefner Filler      For       For          Management
1.3   Elect Director Teri List-Stoll          For       For          Management
1.4   Elect Director Walter G. Lohr, Jr.      For       For          Management
1.5   Elect Director Steven M. Rales          For       For          Management
1.6   Elect Director John T. Schwieters       For       For          Management
1.7   Elect Director Alan G. Spoon            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Political Contributions       Against   For          Shareholder


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DANONE

Ticker:       BN             Security ID:  F12033134
Meeting Date: APR 25, 2013   Meeting Type: Annual/Special
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.45 per Share
4     Relect Franck Riboud as Director        For       For          Management
5     Relect Emmanuel Faber as Director       For       For          Management
6     Approve Auditors' Special Report        For       For          Management
      Regarding New Related-Party
      Transactions
7     Approve Transaction with J.P. Morgan    For       For          Management
8     Approve Severance Payment Agreement     For       For          Management
      with Franck Riboud
9     Approve Severance Payment Agreement     For       For          Management
      with Emmanuel Faber
10    Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 800,000
11    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
12    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 55.3 Million
13    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 23.6 Million
14    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
15    Authorize Capital Increase of Up to     For       For          Management
      EUR 15.7 Million for Future Exchange
      Offers
16    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
17    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 40.7 Million for Bonus
      Issue or Increase in Par Value
18    Approve Employee Stock Purchase Plan    For       For          Management
19    Authorize up to 0.2 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plan
20    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
21    Amend Article 5 of Bylaws Re:           For       For          Management
      Company's Duration
22    Amend Article 22.II of Bylaws Re:       For       For          Management
      Proxy Voting
23    Amend Article 24.I of Bylaws Re:        For       For          Management
      Convening of General Meetings
24    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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DASSAULT SYSTEMES

Ticker:       DSY            Security ID:  F2457H100
Meeting Date: MAY 30, 2013   Meeting Type: Annual/Special
Record Date:  MAY 24, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.80 per Share
4     Approve Stock Dividend Program (Cash    For       For          Management
      or New Shares)
5     Approve Auditors' Special Report        For       For          Management
      Regarding New Related-Party
      Transactions and Acknowledge Ongoing
      Transactions
6     Elect Odile Desforges as Director       For       For          Management
7     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
8     Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
9     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 15 Million
10    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 15 Million
11    Approve Issuance of up to Aggregate     For       For          Management
      Nominal Amount of EUR 15 Million for a
      Private Placement
12    Approve Issuance of Warrants (BSAAR)    For       For          Management
      up to EUR 6 Million Reserved for
      Employees and Corporate Officers
13    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 15 Million for Bonus
      Issue or Increase in Par Value
14    Authorize Capital Increase of up to 10  For       Against      Management
      Percent of Issued Capital for Future
      Acquisitions
15    Authorize up to 2 Percent of Issued     For       For          Management
      Capital for Use in Restricted Stock
      Plan
16    Authorize up to 5 Percent of Issued     For       Against      Management
      Capital for Use in Stock Option Plan
17    Approve Employee Stock Purchase Plan    For       For          Management
18    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

DENTSPLY INTERNATIONAL INC.

Ticker:       XRAY           Security ID:  249030107
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Paula H. Cholmondeley    For       For          Management
1b    Elect Director Michael J. Coleman       For       For          Management
1c    Elect Director John C. Miles, II        For       For          Management
1d    Elect Director John L. Miclot           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management
5     Report on Political Contributions       Against   For          Shareholder


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

DIAGEO PLC

Ticker:       DGE            Security ID:  G42089113
Meeting Date: OCT 17, 2012   Meeting Type: Annual
Record Date:  OCT 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend                  For       For          Management
4     Re-elect Peggy Bruzelius as Director    For       For          Management
5     Re-elect Laurence Danon as Director     For       For          Management
6     Re-elect Lord Davies of Abersoch as     For       For          Management
      Director
7     Re-elect Betsy Holden as Director       For       For          Management
8     Re-elect Dr Franz Humer as Director     For       For          Management
9     Re-elect Deirdre Mahlan as Director     For       For          Management
10    Re-elect Philip Scott as Director       For       For          Management
11    Re-elect Todd Stitzer as Director       For       For          Management
12    Re-elect Paul Walsh as Director         For       For          Management
13    Elect Ho KwonPing as Director           For       For          Management
14    Elect Ivan Menezes as Director          For       For          Management
15    Reappoint KPMG Audit plc as Auditors    For       For          Management
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
20    Authorise EU Political Donations and    For       For          Management
      Expenditure
21    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

DISCOVERY COMMUNICATIONS, INC.

Ticker:       DISCA          Security ID:  25470F104
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul A. Gould            For       Withhold     Management
1.2   Elect Director John S. Hendricks        For       For          Management
1.3   Elect Director M. LaVoy Robison         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       Against      Management


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

DOLLARAMA INC

Ticker:       DOL            Security ID:  25675T107
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joshua Bekenstein        For       For          Management
1.2   Elect Director Gregory David            For       For          Management
1.3   Elect Director Stephen Gunn             For       For          Management
1.4   Elect Director Nicholas Nomicos         For       For          Management
1.5   Elect Director Larry Rossy              For       For          Management
1.6   Elect Director Neil Rossy               For       For          Management
1.7   Elect Director Richard G. Roy           For       For          Management
1.8   Elect Director John J. Swidler          For       For          Management
1.9   Elect Director Huw Thomas               For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael W. Brown         For       For          Management
1b    Elect Director Randolph L. Cowen        For       For          Management
1c    Elect Director Gail Deegan              For       For          Management
1d    Elect Director James S. DiStasio        For       For          Management
1e    Elect Director John R. Egan             For       For          Management
1f    Elect Director Edmund F. Kelly          For       For          Management
1g    Elect Director Judith A. Miscik         For       For          Management
1h    Elect Director Windle B. Priem          For       For          Management
1i    Elect Director Paul Sagan               For       For          Management
1j    Elect Director David N. Strohm          For       For          Management
1k    Elect Director Joseph M. Tucci          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       Against      Management
5     Amend Qualified Employee Stock          For       Against      Management
      Purchase Plan
6     Provide Right to Act by Written Consent For       For          Management
7     Require Consistency with Corporate      Against   Against      Shareholder
      Values and Report on Political
      Contributions


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

ESSILOR INTERNATIONAL

Ticker:       EI             Security ID:  F31668100
Meeting Date: MAY 16, 2013   Meeting Type: Annual/Special
Record Date:  MAY 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.88 per Share
4     Renew Appointments of                   For       For          Management
      Pricewaterhousecoopers Audit as
      Auditor and Etienne Boris as Alternate
      Auditor
5     Renew Appointments of Mazars as         For       For          Management
      Auditor and Jean-Louis Simon as
      Alternate Auditor
6     Reelect Yves Chevillotte as Director    For       For          Management
7     Reelect Mireille Faugere as Director    For       For          Management
8     Reelect Xavier Fontanet as Director     For       For          Management
9     Elect Maureen Cavanagh as Director      For       For          Management
10    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
11    Approve Employee Stock Purchase Plan    For       For          Management
12    Approve Issuance of Shares up to 15     For       For          Management
      Percent of Issued Capital Per Year
      Reserved for Qualified Investors or
      Restricted Number of Investors
13    Introduce Possibility to Renounce to    For       For          Management
      Double-Voting Rights for Long-Term
      Registered Shareholders
14    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

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


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

EXPRESS SCRIPTS HOLDING COMPANY

Ticker:       ESRX           Security ID:  30219G108
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gary G. Benanav          For       Against      Management
1b    Elect Director Maura C. Breen           For       Against      Management
1c    Elect Director William J. DeLaney       For       Against      Management
1d    Elect Director Nicholas J. LaHowchic    For       Against      Management
1e    Elect Director Thomas P. Mac Mahon      For       Against      Management
1f    Elect Director Frank Mergenthaler       For       Against      Management
1g    Elect Director Woodrow A. Myers, Jr.    For       Against      Management
1h    Elect Director John O. Parker, Jr.      For       Against      Management
1i    Elect Director George Paz               For       Against      Management
1j    Elect Director William L. Roper         For       Against      Management
1k    Elect Director Samuel K. Skinner        For       Against      Management
1l    Elect Director Seymour Sternberg        For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: MAR 13, 2013   Meeting Type: Annual
Record Date:  JAN 16, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Samuel H. Armacost       For       For          Management
1b    Elect Director Peter K. Barker          For       For          Management
1c    Elect Director Charles Crocker          For       For          Management
1d    Elect Director Charles B. Johnson       For       For          Management
1e    Elect Director Gregory E. Johnson       For       For          Management
1f    Elect Director Rupert H. Johnson, Jr.   For       For          Management
1g    Elect Director Mark C. Pigott           For       For          Management
1h    Elect Director Chutta Ratnathicam       For       For          Management
1i    Elect Director Laura Stein              For       For          Management
1j    Elect Director Anne M. Tatlock          For       For          Management
1k    Elect Director Geoffrey Y. Yang         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity


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

FRESENIUS MEDICAL CARE AG & CO. KGAA

Ticker:       FME            Security ID:  D2734Z107
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  APR 24, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.75 per Common Share
      and EUR 0.77 per Preference Share
3     Approve Discharge of Personally Liable  For       For          Management
      Partner for Fiscal 2012
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2012
5     Ratify KPMG as Auditors for Fiscal 2013 For       For          Management
6     Approve Conversion of Preference        For       For          Management
      Shares into Ordinary Shares
7     Amend Stock Option Plan and             For       For          Management
      Conditional Capital Pool to Reflect
      Changes in Share Structure
8     Approve Items 6 and 7                   For       For          Management
9     Amend Articles Re: AGM Participation    For       For          Management
      and Voting Rights


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

GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry Page               For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Eric E. Schmidt          For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director Diane B. Greene          For       For          Management
1.6   Elect Director John L. Hennessy         For       For          Management
1.7   Elect Director Ann Mather               For       For          Management
1.8   Elect Director Paul S. Otellini         For       For          Management
1.9   Elect Director K. Ram Shriram           For       For          Management
1.10  Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Reducing Lead Battery Health  Against   For          Shareholder
      Hazards
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Adopt Policy on Succession Planning     Against   Against      Shareholder


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

HDFC BANK LIMITED

Ticker:       500180         Security ID:  Y3119P174
Meeting Date: JUL 13, 2012   Meeting Type: Annual
Record Date:  JUN 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Dividend of INR 4.30 Per Share  For       For          Management
3     Reelect P. Palande as Director          For       For          Management
4     Reelect P. Datta as Director            For       For          Management
5     Approve BSR & Co. as Auditors and       For       For          Management
      Authorize Board to Fix Their
      Remuneration
6     Elect K. Mistry as Director             For       For          Management
7     Approve Payment of Fees to B. Parikh,   For       For          Management
      Director
8     Reelect A. Puri as Managing Director    For       For          Management
      and Approve His Remuneration


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

HDFC BANK LIMITED

Ticker:       500180         Security ID:  Y3119P174
Meeting Date: JUN 27, 2013   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Dividend of INR 5.50 Per Share  For       For          Management
3     Reelect B. Parikh as Director           For       For          Management
4     Reelect A.N. Roy as Director            For       For          Management
5     Approve BSR & Co. as Auditors and       For       For          Management
      Authorize Board to Fix Their
      Remuneration
6     Elect V. Merchant as Director           For       For          Management
7     Approve Employee Stock Option Plan      For       For          Management
8     Approve Reappointment and Remuneration  For       For          Management
      of P. Sukthankar as Executive Director


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

HEINEKEN NV

Ticker:       HEIA           Security ID:  N39427211
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Receive Report of Management Board      None      None         Management
      (Non-Voting)
1b    Adopt Financial Statements              For       For          Management
1c    Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.89 per Share
1d    Approve Discharge of Management Board   For       For          Management
1e    Approve Discharge of Supervisory Board  For       For          Management
2a    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
2b    Grant Board Authority to Issue Shares   For       For          Management
      Up To 10 Percent of Issued Capital
2c    Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 2b
3     Approve Extraordinary Share Award to    For       Against      Management
      CEO and CFO
4a    Reelect J.F.M.L. van Boxmeer as CEO     For       For          Management
4b    Approve Retention Share Award of EUR 1. For       Against      Management
      5 million to CEO
5a    Reelect M. Das to Supervisory Board     For       For          Management
5b    Reelect V.C.O.B.J. Navarre to           For       For          Management
      Supervisory Board
5c    Elect H. Scheffers to Supervisory Board For       For          Management


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

HSBC HOLDINGS PLC

Ticker:       HSBA           Security ID:  G4634U169
Meeting Date: MAY 24, 2013   Meeting Type: Annual
Record Date:  MAY 23, 2013

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


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

INDUSTRIA DE DISENO TEXTIL (INDITEX)

Ticker:       ITX            Security ID:  E6282J109
Meeting Date: JUL 17, 2012   Meeting Type: Annual
Record Date:  JUL 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Individual Financial Statements For       For          Management
2     Approve Consolidated Financial          For       For          Management
      Statements and Discharge Directors
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.80 Per Share
4     Reelect Gartler SL as Director          For       For          Management
5     Ratify Co-option of and Elect Jose      For       For          Management
      Arnau Sierra as Director
6     Appoint Deloitte as Auditor             For       For          Management
7     Amend Articles of Association           For       For          Management
8     Amend Articles of General Meeting       For       For          Management
      Regulations
9     Authorize Share Repurchase of up to 10  For       For          Management
      Percent
10    Approve Company's Corporate Web Site    For       For          Management
11    Advisory Vote on Remuneration Report    For       Against      Management
12    Receive Amendments to Board of          None      None         Management
      Directors' Regulations
13    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alain J.P. Belda         For       For          Management
1.2   Elect Director William R. Brody         For       For          Management
1.3   Elect Director Kenneth I. Chenault      For       For          Management
1.4   Elect Director Michael L. Eskew         For       For          Management
1.5   Elect Director David N. Farr            For       For          Management
1.6   Elect Director Shirley Ann Jackson      For       For          Management
1.7   Elect Director Andrew N. Liveris        For       For          Management
1.8   Elect Director W. James McNerney, Jr.   For       For          Management
1.9   Elect Director James W. Owens           For       For          Management
1.10  Elect Director Virginia M. Rometty      For       For          Management
1.11  Elect Director Joan E. Spero            For       For          Management
1.12  Elect Director Sidney Taurel            For       For          Management
1.13  Elect Director Lorenzo H. Zambrano      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   For          Shareholder
5     Provide Right to Act by Written Consent Against   For          Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder


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

INTERTEK GROUP PLC

Ticker:       ITRK           Security ID:  G4911B108
Meeting Date: MAY 17, 2013   Meeting Type: Annual
Record Date:  MAY 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend                  For       For          Management
4     Re-elect Sir David Reid as Director     For       For          Management
5     Re-elect Edward Astle as Director       For       For          Management
6     Re-elect Alan Brown as Director         For       For          Management
7     Re-elect Wolfhart Hauser as Director    For       For          Management
8     Re-elect Christopher Knight as Director For       For          Management
9     Elect Louise Makin as Director          For       For          Management
10    Re-elect Lloyd Pitchford as Director    For       For          Management
11    Re-elect Michael Wareing as Director    For       For          Management
12    Elect Lena Wilson as Director           For       For          Management
13    Reappoint KPMG Audit plc as Auditors    For       For          Management
14    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
15    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
16    Authorise EU Political Donations and    For       For          Management
      Expenditure
17    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
18    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
19    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary Sue Coleman         For       For          Management
1.2   Elect Director James G. Cullen          For       For          Management
1.3   Elect Director Ian E.L. Davis           For       For          Management
1.4   Elect Director Alex Gorsky              For       For          Management
1.5   Elect Director Michael M.E. Johns       For       For          Management
1.6   Elect Director Susan L. Lindquist       For       For          Management
1.7   Elect Director Anne M. Mulcahy          For       Against      Management
1.8   Elect Director Leo F. Mullin            For       For          Management
1.9   Elect Director William D. Perez         For       For          Management
1.10  Elect Director Charles Prince           For       For          Management
1.11  Elect Director A. Eugene Washington     For       For          Management
1.12  Elect Director Ronald A. Williams       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Stock Retention/Holding Period          Against   Against      Shareholder
5     Screen Political Contributions for      Against   Against      Shareholder
      Consistency with Corporate Values
6     Require Independent Board Chairman      Against   Against      Shareholder


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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 23, 2013   Meeting Type: Annual
Record Date:  NOV 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David P. Abney           For       For          Management
1.2   Elect Director Julie L. Bushman         For       For          Management
1.3   Elect Director Eugenio Clariond         For       For          Management
      Reyes-Retana
1.4   Elect Director Jeffrey A. Joerres       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Provide Right to Act by Written Consent Against   For          Shareholder


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

JULIUS BAER GRUPPE AG

Ticker:       BAER           Security ID:  H4414N103
Meeting Date: SEP 19, 2012   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve CHF 750,000 Authorized Share    For       For          Management
      Capital Increase for the Purpose of
      the Partial Financing of the
      Acquisition of the International
      Wealth Management Business of Bank of
      America Merrill Lynch Outside the
      Unites States


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

JULIUS BAER GRUPPE AG

Ticker:       BAER           Security ID:  H4414N103
Meeting Date: APR 10, 2013   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Accept Financial Statements and         For       For          Management
      Statutory Reports
1.2   Approve Remuneration Report             For       Against      Management
2     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 0.60 per Share
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4.1   Reelect Daniel J. Sauter as Director    For       For          Management
4.2   Reelect Claire Giraut as Director       For       For          Management
4.3   Reelect Gilbert Achermann as Director   For       For          Management
4.4   Reelect Andreas Amschwand as Director   For       For          Management
4.5   Reelect Leonhard H. Fischer as Director For       For          Management
4.6   Reelect Gareth Penny as Director        For       For          Management
5     Ratify KPMG as Auditors                 For       For          Management


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

KUEHNE & NAGEL INTERNATIONAL AG

Ticker:       KNIN           Security ID:  H4673L145
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 3.50 per Share
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4a    Reelect Renato Fassbind as Director     For       For          Management
4b    Reelect Juergen Fitschen as Director    For       For          Management
4c    Reelect Karl Gernandt as Director       For       For          Management
4d    Reelect Klaus-Michael Kuehne as         For       For          Management
      Director
4e    Reelect Hans Lerch as Director          For       For          Management
4f    Reelect Thomas Staehelin as Director    For       For          Management
4g    Reelect Joerg Wolle as Director         For       For          Management
4h    Reelect Bernd Wrede as Director         For       For          Management
5     Ratify Ernst & Young AG as Auditors     For       For          Management


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

L AIR LIQUIDE

Ticker:       AI             Security ID:  F01764103
Meeting Date: MAY 07, 2013   Meeting Type: Annual/Special
Record Date:  APR 30, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.50 per Share
4     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
5     Reelect Thierry Desmarest as Director   For       For          Management
6     Reelect Thierry Peugeot as Director     For       For          Management
7     Approve Severance Payment Agreement     For       For          Management
      with Benoit Potier
8     Approve Severance Payment Agreement     For       For          Management
      with Pierre Dufour
9     Authorize Issuance of Bonds/Debentures  For       For          Management
10    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
11    Authorize up to 2 Percent of Issued     For       For          Management
      Capital for Use in Stock Option Plan
12    Authorize up to 0.5 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plan
13    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 430 Million
14    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
15    Approve Employee Stock Purchase Plan    For       For          Management
16    Approve Stock Purchase Plan Reserved    For       For          Management
      for Employees of International
      Subsidiaries
17    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

LEGRAND

Ticker:       LR             Security ID:  F56196185
Meeting Date: MAY 24, 2013   Meeting Type: Annual/Special
Record Date:  MAY 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1 per Share
4     Ratify Appointment of Dongsheng Li as   For       For          Management
      Director
5     Elect Annalisa Loustau Elia as Director For       For          Management
6     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
7     Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
8     Authorize up to 1.5 Percent of Issued   For       For          Management
      Capital for Use in Stock Option Plan
9     Authorize up to 1.5 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plan
10    Approve Employee Stock Purchase Plan    For       For          Management
11    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

LI & FUNG LIMITED

Ticker:       00494          Security ID:  G5485F169
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAY 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Declare Final Dividend                  For       For          Management
3a    Elect Victor Fung Kwok King as Director For       For          Management
3b    Elect Bruce Philip Rockowitz as         For       For          Management
      Director
3c    Elect Paul Edward Selway-Swift as       For       For          Management
      Director
3d    Elect Margaret Leung Ko May Yee as      For       For          Management
      Director
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


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

LINDE AG

Ticker:       LIN            Security ID:  D50348107
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  MAY 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2012
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.70 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2012
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2012
5     Ratify KPMG as Auditors for Fiscal 2013 For       For          Management
6     Approve Creation of EUR 47 Million      For       For          Management
      Pool of Capital without Preemptive
      Rights
7     Approve Issuance of Warrants/Bonds      For       For          Management
      with Warrants Attached/Convertible
      Bonds with Partial Exclusion of
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 3.5 Billion;
      Approve Creation of EUR 47 Million
      Pool of Capital to Guarantee
      Conversion Rights
8     Approve Cancellation of Conditional     For       For          Management
      Capital
9.1.1 Elect Ann-Kristin Achleitner to the     For       For          Management
      Supervisory Board
9.1.2 Elect Clemens Boersig to the            For       For          Management
      Supervisory Board
9.1.3 Elect Michael Diekmann to the           For       For          Management
      Supervisory Board
9.1.4 Elect Franz Fehrenbach to the           For       For          Management
      Supervisory Board
9.1.5 Elect Klaus-Peter Mueller to the        For       For          Management
      Supervisory Board
9.1.6 Elect Manfred Schneider to the          For       For          Management
      Supervisory Board
9.2.1 Elect Mathias Otto as Alternate         For       For          Management
      Supervisory Board Member
9.2.2 Elect Guenter Hugger as Alternate       For       For          Management
      Supervisory Board Member
10.1  Amend Corporate Purpose                 For       For          Management
10.2  Amend Articles Re: Composition of the   For       For          Management
      Board
10.3  Amend Articles Re: Remuneration of      For       For          Management
      Supervisory Board
10.4  Amend Articles Re: Editorial Changes    For       For          Management


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

LOJAS RENNER

Ticker:       LREN3          Security ID:  P6332C102
Meeting Date: APR 18, 2013   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       Did Not Vote Management
      Statutory Reports for Fiscal Year
      Ended Dec. 31, 2012
2     Approve Allocation of Income and        For       Did Not Vote Management
      Dividends
3     Authorize Capitalization of Reserves    For       Did Not Vote Management
4     Elect Directors                         For       Did Not Vote Management
5     Approve Remuneration of Company's       For       Did Not Vote Management
      Management
6     Elect Fiscal Council Members            For       Did Not Vote Management
7     Approve Remuneration of Fiscal Council  For       Did Not Vote Management
      Members


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

LPS BRASIL-CONSULTORIA DE IMOVEIS SA

Ticker:       LPSB3          Security ID:  P6413J109
Meeting Date: MAR 28, 2013   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve 2:1 Stock Split                 For       Did Not Vote Management
2     Amend Article 5 to Reflect Changes in   For       Did Not Vote Management
      Share Capital
3     Amend Article 6 to Reflect Changes in   For       Did Not Vote Management
      Authorized Capital


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

LPS BRASIL-CONSULTORIA DE IMOVEIS SA

Ticker:       LPSB3          Security ID:  P6413J109
Meeting Date: APR 22, 2013   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, 2012
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Approve Remuneration of Company's       For       Against      Management
      Management


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

LPS BRASIL-CONSULTORIA DE IMOVEIS SA

Ticker:       LPSB3          Security ID:  P6413J109
Meeting Date: APR 22, 2013   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Ratify Acquisition of LPS Foco          For       For          Management
      Consultoria de Imoveis SA, LPS
      Piccoloto Consultoria de Imoveis SA,
      LPS Cappucci Consultoria de Imoveis
      SA, and LPS Raul Fulgencio Consultoria
      de Imoveis SA


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

LVMH MOET HENNESSY LOUIS VUITTON

Ticker:       MC             Security ID:  F58485115
Meeting Date: APR 18, 2013   Meeting Type: Annual/Special
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
3     Approve Auditors' Special Report on     For       Against      Management
      Related-Party Transactions
4     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.90 per Share
5     Reelect Bernard Arnault as Director     For       For          Management
6     Reelect Bernadette Chirac as Director   For       For          Management
7     Reelect Nicholas Clive Worms as         For       For          Management
      Director
8     Reelect Charles de Croisset as Director For       For          Management
9     Reelect Francesco Trapani as Director   For       For          Management
10    Reelect Hubert Vedrine as Director      For       For          Management
11    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
12    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
13    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 50 Million for Bonus
      Issue or Increase in Par Value
14    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 50 Million
15    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 50 Million
16    Approve Issuance of Shares up to 20     For       For          Management
      Percent of Issued Capital Per Year up
      to EUR 50 Million Reserved for
      Qualified Investors or Restricted
      Number of Investors
17    Authorize Board to Set Issue Price for  For       For          Management
      10 Percent Per Year of Issued Capital
      Pursuant to Issue Authority without
      Preemptive Rights Under Items 15 and
      16 Above
18    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Under Items 15 to 17
19    Authorize Capital Increase of Up to     For       For          Management
      EUR 50 Million for Future Exchange
      Offers
20    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
21    Approve Employee Stock Purchase Plan    For       For          Management
22    Set Total Limit for Capital Increase    For       For          Management
      to Result from All Issuance Requests
      at EUR 50 Million
23    Authorize up to 1 Percent of Issued     For       For          Management
      Capital for Use in Restricted Stock
      Plan
24    Amend Article 18 and 29 of Bylaws Re:   For       Against      Management
      Related-Party Transactions, Stock
      Dividend Program


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

M. DIAS BRANCO S.A INDUSTRIA E COMERCIO DE ALIMENTOS

Ticker:       MDIA3          Security ID:  P64876108
Meeting Date: DEC 28, 2012   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Discuss Acquisition of Moinho Santa     For       For          Management
      Lucia Ltda
2     Approve Absorption of Moinho Santa      For       For          Management
      Lucia Ltda


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

M. DIAS BRANCO S.A INDUSTRIA E COMERCIO DE ALIMENTOS

Ticker:       MDIA3          Security ID:  P64876108
Meeting Date: APR 19, 2013   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, 2012
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Directors                         For       For          Management
4     Approve Remuneration of Company's       For       For          Management
      Management


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

MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 18, 2013   Meeting Type: Annual
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard Haythornthwaite  For       For          Management
1b    Elect Director Ajay Banga               For       For          Management
1c    Elect Director Silvio Barzi             For       For          Management
1d    Elect Director David R. Carlucci        For       For          Management
1e    Elect Director Steven J. Freiberg       For       For          Management
1f    Elect Director Nancy J. Karch           For       For          Management
1g    Elect Director Marc Olivie              For       For          Management
1h    Elect Director Rima Qureshi             For       For          Management
1i    Elect Director Jose Octavio Reyes       For       For          Management
      Lagunes
1j    Elect Director Mark Schwartz            For       For          Management
1k    Elect Director Jackson P. Tai           For       For          Management
1l    Elect Director Edward Suning Tian       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

MCDONALD'S CORPORATION

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Walter E. Massey         For       For          Management
1b    Elect Director John W. Rogers, Jr.      For       For          Management
1c    Elect Director Roger W. Stone           For       For          Management
1d    Elect Director Miles D. White           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Pay Disparity                 Against   Against      Shareholder
5     Stock Retention/Holding Period          Against   Against      Shareholder
6     Report on Human Rights Risk Assessment  Against   For          Shareholder
      Process
7     Report on Nutrition Initiatives and     Against   Against      Shareholder
      Childhood Obesity Concerns


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

MEAD JOHNSON NUTRITION COMPANY

Ticker:       MJN            Security ID:  582839106
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Steven M. Altschuler     For       For          Management
1b    Elect Director Howard B. Bernick        For       For          Management
1c    Elect Director Kimberly A. Casiano      For       For          Management
1d    Elect Director Anna C. Catalano         For       For          Management
1e    Elect Director Celeste A. Clark         For       For          Management
1f    Elect Director James M. Cornelius       For       For          Management
1g    Elect Director Stephen W. Golsby        For       For          Management
1h    Elect Director Peter Kasper Jakobsen    For       For          Management
1i    Elect Director Peter G. Ratcliffe       For       For          Management
1j    Elect Director Elliott Sigal            For       For          Management
1k    Elect Director Robert S. Singer         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

METTLER-TOLEDO INTERNATIONAL INC.

Ticker:       MTD            Security ID:  592688105
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Spoerry        For       For          Management
1.2   Elect Director Wah-Hui Chu              For       For          Management
1.3   Elect Director Francis A. Contino       For       For          Management
1.4   Elect Director Olivier A. Filliol       For       For          Management
1.5   Elect Director Michael A. Kelly         For       For          Management
1.6   Elect Director Martin D. Madaus         For       For          Management
1.7   Elect Director Hans Ulrich Maerki       For       For          Management
1.8   Elect Director George M. Milne, Jr.     For       For          Management
1.9   Elect Director Thomas P. Salice         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management


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

MICROCHIP TECHNOLOGY INCORPORATED

Ticker:       MCHP           Security ID:  595017104
Meeting Date: AUG 17, 2012   Meeting Type: Annual
Record Date:  JUN 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steve Sanghi             For       For          Management
1.2   Elect Director Albert J. Hugo-Martinez  For       For          Management
1.3   Elect Director L.B. Day                 For       For          Management
1.4   Elect Director Matthew W. Chapman       For       For          Management
1.5   Elect Director Wade F. Meyercord        For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Conversion of Securities        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MONSANTO COMPANY

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 31, 2013   Meeting Type: Annual
Record Date:  DEC 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David L. Chicoine        For       For          Management
1b    Elect Director Arthur H. Harper         For       For          Management
1c    Elect Director Gwendolyn S. King        For       For          Management
1d    Elect Director Jon R. Moeller           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management
5     Report on Risk of Genetically           Against   Against      Shareholder
      Engineered Products


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

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Merrill A. Miller, Jr.   For       For          Management
1B    Elect Director Greg L. Armstrong        For       For          Management
1C    Elect Director Ben A. Guill             For       For          Management
1D    Elect Director David D. Harrison        For       For          Management
1E    Elect Director Roger L. Jarvis          For       For          Management
1F    Elect Director Eric L. Mattson          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management


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

NESTLE SA

Ticker:       NESN           Security ID:  H57312649
Meeting Date: APR 11, 2013   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Accept Financial Statements and         For       For          Management
      Statutory Reports
1.2   Approve Remuneration Report             For       For          Management
2     Approve Discharge of Board and Senior   For       For          Management
      Management
3     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 2.05 per Share
4.1.1 Reelect Peter Brabeck-Letmathe as       For       For          Management
      Director
4.1.2 Reelect Steven Hoch as Director         For       For          Management
4.1.3 Reelect Titia de Lange as Director      For       For          Management
4.1.4 Reelect Jean-Pierre Roth as Director    For       For          Management
4.2   Elect Eva Cheng as Director             For       For          Management
4.3   Ratify KPMG AG as Auditors              For       For          Management


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

NHN CORP.

Ticker:       035420         Security ID:  Y6347M103
Meeting Date: JUN 28, 2013   Meeting Type: Special
Record Date:  MAY 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Spin-Off Agreement              For       For          Management
2     Amend Articles of Incorporation         For       For          Management


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

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 20, 2012   Meeting Type: Annual
Record Date:  JUL 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan B. Graf, Jr.        For       For          Management
1.2   Elect Director John C. Lechleiter       For       For          Management
1.3   Elect Director Phyllis M. Wise          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Increase Authorized Common Stock        For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Ratify Auditors                         For       For          Management
6     Report on Political Contributions       Against   For          Shareholder


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

OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 03, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Spencer Abraham          For       Against      Management
1.2   Elect Director Howard I. Atkins         For       Against      Management
1.3   Elect Director Stephen I. Chazen        For       For          Management
1.4   Elect Director Edward P. Djerejian      For       Against      Management
1.5   Elect Director John E. Feick            For       Against      Management
1.6   Elect Director Margaret M. Foran        For       Against      Management
1.7   Elect Director Carlos M. Gutierrez      For       Against      Management
1.8   Elect Director Ray R. Irani             For       Against      Management
1.9   Elect Director Avedick B. Poladian      For       Against      Management
1.10  Elect Director Aziz D. Syriani          For       Against      Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Provide Right to Act by Written Consent Against   For          Shareholder


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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: NOV 07, 2012   Meeting Type: Annual
Record Date:  SEP 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       Withhold     Management
1.2   Elect Director H. Raymond Bingham       For       Withhold     Management
1.3   Elect Director Michael J. Boskin        For       Withhold     Management
1.4   Elect Director Safra A. Catz            For       Withhold     Management
1.5   Elect Director Bruce R. Chizen          For       Withhold     Management
1.6   Elect Director George H. Conrades       For       Withhold     Management
1.7   Elect Director Lawrence J. Ellison      For       Withhold     Management
1.8   Elect Director Hector Garcia-Molina     For       Withhold     Management
1.9   Elect Director Jeffrey O. Henley        For       Withhold     Management
1.10  Elect Director Mark V. Hurd             For       Withhold     Management
1.11  Elect Director Donald L. Lucas          For       Withhold     Management
1.12  Elect Director Naomi O. Seligman        For       Withhold     Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Amend Non-Employee Director Stock       For       Against      Management
      Option Plan
4     Ratify Auditors                         For       For          Management
5     Adopt Multiple Performance Metrics      Against   Against      Shareholder
      Under Executive Incentive Plans
6     Require Independent Board Chairman      Against   For          Shareholder
7     Adopt Retention Ratio for               Against   Against      Shareholder
      Executives/Directors
8     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder


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

PATTERSON COMPANIES, INC.

Ticker:       PDCO           Security ID:  703395103
Meeting Date: SEP 10, 2012   Meeting Type: Annual
Record Date:  JUL 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Scott P. Anderson        For       For          Management
1.2   Elect Director Ellen A. Rudnick         For       For          Management
1.3   Elect Director Harold C. Slavkin        For       For          Management
1.4   Elect Director James W. Wiltz           For       For          Management
1.5   Elect Director Jody H. Feragen          For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management
7     Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Shona L. Brown           For       For          Management
1.2   Elect Director George W. Buckley        For       For          Management
1.3   Elect Director Ian M. Cook              For       For          Management
1.4   Elect Director Dina Dublon              For       For          Management
1.5   Elect Director  Victor J. Dzau          For       For          Management
1.6   Elect Director Ray L. Hunt              For       For          Management
1.7   Elect Director Alberto Ibarguen         For       For          Management
1.8   Elect Director Indra K. Nooyi           For       For          Management
1.9   Elect Director Sharon Percy Rockefeller For       For          Management
1.10  Elect Director James J. Schiro          For       For          Management
1.11  Elect Director Lloyd G. Trotter         For       For          Management
1.12  Elect Director Daniel Vasella           For       For          Management
1.13  Elect Director Alberto Weisser          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PERNOD RICARD

Ticker:       RI             Security ID:  F72027109
Meeting Date: NOV 09, 2012   Meeting Type: Annual/Special
Record Date:  NOV 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.58 per Share
4     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
5     Approve Severance Payment Agreement     For       For          Management
      with Pierre Pringuet
6     Approve Severance Payment Agreement     For       For          Management
      with Alexandre Ricard
7     Ratify Appointment of Martina           For       For          Management
      Gonzalez-Gallarza as Director
8     Ratify Appointment of Alexandre Ricard  For       For          Management
      as Director
9     Reelect Alexandre Ricard as Director    For       For          Management
10    Reelect Pierre Pringuet as Director     For       For          Management
11    Reelect Wolfgang Colberg as Director    For       For          Management
12    Reelect Cesar Giron as Director         For       For          Management
13    Reelect Martina Gonzalez-Gallarza as    For       For          Management
      Director
14    Elect Ian Gallienne as Director         For       For          Management
15    Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 875,000
16    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
17    Authorize up to 0.7 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plan
18    Authorize up to 0.7 Percent of Issued   For       For          Management
      Capital for Use in Stock Option Plan
19    Approve Employee Stock Purchase Plan    For       For          Management
20    Amend Article 5 of Bylaws Re:           For       For          Management
      Company's Duration
21    Amend Article 20 of Bylaws Re: Age      For       For          Management
      Limit of the Chairman of the Board
22    Amend Article 27 of Bylaws Re:          For       Against      Management
      Related-Party Transactions
23    Amend Article 32 of Bylaws Re:          For       For          Management
      Convening of General Meetings
24    Amend Article 33 of Bylaws Re: Proxy    For       For          Management
      Voting, Shareholders Proposals
25    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

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


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

PUBLICIS GROUPE SA

Ticker:       PUB            Security ID:  F7607Z165
Meeting Date: MAY 29, 2013   Meeting Type: Annual/Special
Record Date:  MAY 23, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.90 per Share
4     Approve Stock Dividend Program          For       For          Management
5     Acknowledge Auditors' Special Report    For       For          Management
      on Related-Party Transactions
      Mentioning the Absence of New
      Transactions
6     Elect Jean Charest as Supervisory       For       For          Management
      Board Member
7     Renew Appointment of Ernst and Young    For       For          Management
      et Autres as Auditor
8     Renew Appointment of Auditex as         For       For          Management
      Alternate Auditor
9     Advisory Vote to Ratify Elisabeth       For       For          Management
      Badinter Compensation
10    Advisory Vote to Ratify Maurice Levy    For       For          Management
      Compensation
11    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
12    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
13    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 14 Million
14    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for
      Contributions in Kind
15    Authorize up to 3 Percent of Issued     For       For          Management
      Capital for Use in Stock Option Plan
16    Approve Employee Stock Purchase Plan    For       For          Management
17    Approve Employee Indirect Stock         For       For          Management
      Purchase Plan for International
      Employees
18    Amend Article 13 II of Bylaws Re:       For       For          Management
      Length of Term and Reelection of
      Supervisory Board Members
19    Amend Article 19 of Bylaws Re: Webcast  For       For          Management
      of General Meetings
20    Amend Article 20 of Bylaws Re:          For       For          Management
      Attendance to General Meetings via
      Visioconference, Telecommunication,
      and Webcast
21    Amend Article 21 of Bylaws Re: Proxy    For       For          Management
      Voting
22    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

RECKITT BENCKISER GROUP PLC

Ticker:       RB.            Security ID:  G74079107
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  APR 30, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend                  For       For          Management
4     Re-elect Adrian Bellamy as Director     For       For          Management
5     Re-elect Peter Harf as Director         For       For          Management
6     Re-elect Richard Cousins as Director    For       For          Management
7     Re-elect Kenneth Hydon as Director      For       For          Management
8     Re-elect Rakesh Kapoor as Director      For       For          Management
9     Re-elect Andre Lacroix as Director      For       For          Management
10    Re-elect Graham Mackay as Director      For       For          Management
11    Re-elect Judith Sprieser as Director    For       For          Management
12    Re-elect Warren Tucker as Director      For       For          Management
13    Elect Adrian Hennah as Director         For       For          Management
14    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
15    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
16    Authorise EU Political Donations and    For       For          Management
      Expenditure
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
20    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

RIO TINTO PLC

Ticker:       RIO            Security ID:  G75754104
Meeting Date: APR 18, 2013   Meeting Type: Annual
Record Date:  APR 16, 2013

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


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

ROLLS-ROYCE HOLDINGS PLC

Ticker:       RR             Security ID:  G76225104
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  APR 30, 2013

#     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 Ian Davis as Director             For       For          Management
4     Elect Jasmin Staiblin as Director       For       For          Management
5     Re-elect John Rishton as Director       For       For          Management
6     Re-elect Dame Helen Alexander as        For       For          Management
      Director
7     Re-elect Lewis Booth as Director        For       For          Management
8     Re-elect Sir Frank Chapman as Director  For       For          Management
9     Re-elect Iain Conn as Director          For       For          Management
10    Re-elect James Guyette as Director      For       For          Management
11    Re-elect John McAdam as Director        For       For          Management
12    Re-elect Mark Morris as Director        For       For          Management
13    Re-elect John Neill as Director         For       For          Management
14    Re-elect Colin Smith as Director        For       For          Management
15    Reappoint KPMG Audit plc as Auditors    For       For          Management
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Approve Payment to Shareholders         For       For          Management
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 of Ordinary   For       For          Management
      Shares
22    Adopt New Articles of Association       For       For          Management


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

SAIPEM

Ticker:       SPM            Security ID:  T82000117
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Allocation of Income            For       For          Management
3     Elect Director                          For       Against      Management
4     Approve Remuneration of Auditors        For       For          Management
5     Approve Remuneration Report             For       For          Management


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

SAMSUNG ELECTRONICS CO. LTD.

Ticker:       005930         Security ID:  Y74718100
Meeting Date: MAR 15, 2013   Meeting Type: Annual
Record Date:  DEC 31, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements,           For       For          Management
      Allocation of Income, and Dividend of
      KRW 7,500 per Common Share and KRW
      7,550 per Preferred Share
2.1.1 Reelect Lee In-Ho as Outside Director   For       For          Management
2.1.2 Elect Song Gwang-Soo as Outside         For       For          Management
      Director
2.1.3 Elect Kim Eun-Mee as Outside Director   For       For          Management
2.2.1 Elect Yoon Boo-Keun as Inside Director  For       For          Management
2.2.2 Elect Shin Jong-Kyun as Inside Director For       For          Management
2.2.3 Elect Lee Sang-Hoon as Inside Director  For       For          Management
2.3.1 Reelect Lee In-Ho as Member of Audit    For       For          Management
      Committee
2.3.2 Elect Song Gwang-Soo as Member of       For       For          Management
      Audit Committee
3     Approve Total Remuneration of Inside    For       For          Management
      Directors and Outside Directors


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

SBERBANK OF RUSSIA

Ticker:       SBER           Security ID:  80585Y308
Meeting Date: MAY 31, 2013   Meeting Type: Annual
Record Date:  APR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Annual Report                   For       For          Management
2     Approve Financial Statements            For       For          Management
3     Approve Allocation of Income and        For       For          Management
      Dividends of RUB 2.57 per Common Share
      and RUB 3.20 per Preferred Share
4     Ratify Auditor                          For       For          Management
5.1   Elect German Gref as Director           None      For          Management
5.2   Elect Sergey Guriyev as Director        None      For          Management
5.3   Elect Mikhail Dmitriev as Director      None      Against      Management
5.4   Elect Bella Zlatkis as Director         None      Against      Management
5.5   Elect Nadezhda Ivanova as Director      None      Against      Management
5.6   Elect Sergey Ignatyev as Director       None      Against      Management
5.7   Elect Alexei Kudrin as Director         None      For          Management
5.8   Elect Ilya Lomakin-Rumyantsev as        None      Against      Management
      Director
5.9   Elect Georgy Luntovsky as Director      None      Against      Management
5.10  Elect Mikhail Matovnikov as Director    None      Against      Management
5.11  Elect Vladimir Mau as Director          None      For          Management
5.12  Elect Alexey Moiseev as Director        None      Against      Management
5.13  Elect Alessandro Profumo as Director    None      Against      Management
5.14  Elect Sergey Sinelnikov-Murylev as      None      Against      Management
      Director
5.15  Elect Dmitriy Tulin as Director         None      Against      Management
5.16  Elect Alexei Ulyukayev as Director      None      Against      Management
5.17  Elect Ronald Freeman as Director        None      Against      Management
5.18  Elect Sergey Shvetsov as Director       None      Against      Management
5.19  Elect Ahmet Egilmez Mahfi as Director   None      For          Management
6.1   Elect Natalya Borodina as Member of     For       For          Management
      Audit Commission
6.2   Elect Vladimir Volkov as Member of      For       For          Management
      Audit Commission
6.3   Elect Maxim Dolzhnikov as Member of     For       For          Management
      Audit Commission
6.4   Elect Yuliya Isakhanova as Member of    For       For          Management
      Audit Commission
6.5   Elect Aleksey Minenko as Member of      For       For          Management
      Audit Commission
6.6   Elect Olga Polyakova as Member of       For       For          Management
      Audit Commission
6.7   Elect Natalia Revina  as Member of      For       For          Management
      Audit Commission
7     Approve Remuneration of Directors and   For       For          Management
      Members of Audit Comission
8     Approve Regulations on Remuneration of  For       For          Management
      Directors
9     Approve New Edition of Charter          For       For          Management


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 10, 2013   Meeting Type: Annual
Record Date:  FEB 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter L.S. Currie        For       For          Management
1b    Elect Director Tony Isaac               For       For          Management
1c    Elect Director K. Vaman Kamath          For       For          Management
1d    Elect Director Paal Kibsgaard           For       For          Management
1e    Elect Director Nikolay Kudryavtsev      For       For          Management
1f    Elect Director Adrian Lajous            For       For          Management
1g    Elect Director Michael E. Marks         For       For          Management
1h    Elect Director Lubna S. Olayan          For       For          Management
1i    Elect Director L. Rafael Reif           For       For          Management
1j    Elect Director Tore I. Sandvold         For       For          Management
1k    Elect Director Henri Seydoux            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Adopt and Approve Financials and        For       For          Management
      Dividends
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Approve Omnibus Stock Plan              For       For          Management
6     Amend Employee Stock Purchase Plan      For       For          Management


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

SCHNEIDER ELECTRIC SA

Ticker:       SU             Security ID:  F86921107
Meeting Date: APR 25, 2013   Meeting Type: Annual/Special
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.87 per Share
4     Approve Additional Pension Scheme       For       For          Management
      Agreement with the Members of the
      Management Board and the Chairman of
      the Supervisory Board
5     Approve Severance Payment Agreement     For       For          Management
      with Jean-Pascal Tricoire
6     Reelect Gerard de La Martiniere as      For       For          Management
      Supervisory Board Member
7     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
8     Adopt One-Tiered Board Structure and    For       For          Management
      Amend Articles 1, 11-21 and 22-28 of
      Bylaws Accordingly
9     Transfer Outstanding Delegations of     For       For          Management
      Powers to Issue Capital under Stock
      Purchase Plans from Management Board
      to Board of Directors
10    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 800 Million
11    Authorize Capitalization of Reserves    For       For          Management
      for Bonus Issue or Increase in Par
      Value
12    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 220 Million
13    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Under Items 10 and 12
14    Authorize Capital Increase of up to 9.  For       For          Management
      9 Percent of Issued Capital for Future
      Acquisitions
15    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities for Private
      Placements, up to Aggregate Nominal
      Amount of EUR 110 Million
16    Authorize up to 1.8 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plan
17    Authorize up to 0.5 Percent of Issued   For       For          Management
      Capital for Use in Stock Option Plan
18    Approve Employee Stock Purchase Plan    For       For          Management
19    Approve Stock Purchase Plan Reserved    For       For          Management
      for Employees of International
      Subsidiaries
20    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
21    Elect Jean-Pascal Tricoire as Director  For       For          Management
22    Elect Henri Lachmann as Director        For       For          Management
23    Elect Leo Apotheker as Director         For       For          Management
24    Elect Betsy Atkins as Director          For       For          Management
25    Elect Gerard de La Martiniere as        For       For          Management
      Director
26    Elect Xavier Fontanet Director          For       For          Management
27    Elect Noel Forgeard as Director         For       For          Management
28    Elect Antoine Gosset-Grainville as      For       For          Management
      Director
29    Elect Willy R. Kissling as Director     For       For          Management
30    Elect Cathy Kopp as Director            For       For          Management
31    Elect Dominique Senequier as Director   For       For          Management
32    Elect M.G. Richard Thoman as Director   For       For          Management
33    Elect Serge Weinberg as Director        For       For          Management
34    Elect Claude Briquet as Representative  Against   Against      Management
      of Employee Shareholders to the Board
35    Elect Magali Herbaut as Representative  For       For          Management
      of Employee Shareholders to the Board
36    Elect Thierry Jacquet as                Against   Against      Management
      Representative of Employee
      Shareholders to the Board
37    Elect Jean-Michel Vedrine as            Against   Against      Management
      Representative of Employee
      Shareholders to the Board
38    Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 1.3 Million
39    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

SENSATA TECHNOLOGIES HOLDING N.V.

Ticker:       9ST            Security ID:  N7902X106
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  APR 24, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Thomas Wroe, Jr. as Director      For       For          Management
1.2   Elect Martha Sullivan as Director       For       For          Management
1.3   Elect Lewis B. Campbell as Director     For       For          Management
1.4   Elect Paul Edgerley as Director         For       For          Management
1.5   Elect Michael J. Jacobson as Director   For       For          Management
1.6   Elect John Lewis as Director            For       For          Management
1.7   Elect Charles W. Peffer as Director     For       For          Management
1.8   Elect Kirk P. Pond as Director          For       For          Management
1.9   Elect Michael Ward as Director          For       For          Management
1.10  Elect Stephen Zide as Director          For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Approve Financial Statements and        For       For          Management
      Statutory Reports for Fiscal Year 2012
4     Approve Discharge of Board              For       For          Management
5     Approve Remuneration of Supervisory     For       For          Management
      Board
6     Grant Board Authority to Repurchase     For       For          Management
      Shares
7     Amend Omnibus Stock Plan                For       For          Management


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

SONOVA HOLDING AG

Ticker:       SOON           Security ID:  H8024W106
Meeting Date: JUN 18, 2013   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Accept Financial Statements and         For       For          Management
      Statutory Reports
1.2   Approve Remuneration Report             For       For          Management
2.1   Approve Allocation of Income and        For       For          Management
      Omission of Dividends
2.2   approve Dividends of CHF1.60 per Share  For       For          Management
      from Capital Contribution Reserves
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4.1.1 Reelect Beat Hess as Director           For       For          Management
4.1.2 Reelect John Zei as Director            For       For          Management
4.2   Elect Jinlong Wang as Director          For       For          Management
4.4   Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors


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

STANDARD CHARTERED PLC

Ticker:       STAN           Security ID:  G84228157
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAY 03, 2013

#     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     Elect Om Bhatt as Director              For       For          Management
5     Elect Dr Louis Chi-Yan Cheung as        For       For          Management
      Director
6     Elect Margaret Ewing as Director        For       For          Management
7     Elect Dr Lars Thunell as Director       For       For          Management
8     Re-elect Stefano Bertamini as Director  For       For          Management
9     Re-elect Jaspal Bindra as Director      For       For          Management
10    Re-elect James Dundas as Director       For       For          Management
11    Re-elect Dr Han Seung-soo as Director   For       For          Management
12    Re-elect Simon Lowth as Director        For       For          Management
13    Re-elect Rudolph Markham as Director    For       For          Management
14    Re-elect Ruth Markland as Director      For       For          Management
15    Re-elect Richard Meddings as Director   For       For          Management
16    Re-elect John Paynter as Director       For       For          Management
17    Re-elect Sir John Peace as Director     For       For          Management
18    Re-elect Alun Rees as Director          For       For          Management
19    Re-elect Peter Sands as Director        For       For          Management
20    Re-elect Viswanathan Shankar as         For       For          Management
      Director
21    Re-elect Paul Skinner as Director       For       For          Management
22    Re-elect Oliver Stocken as Director     For       For          Management
23    Reappoint KPMG Audit plc as Auditors    For       For          Management
24    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
25    Approve EU Political Donations and      For       For          Management
      Expenditure
26    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
27    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
28    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
29    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
30    Authorise Market Purchase of            For       For          Management
      Preference Shares
31    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
32    Approve Sharesave Plan                  For       For          Management


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

SUNDRUG CO. LTD.

Ticker:       9989           Security ID:  J78089109
Meeting Date: JUN 22, 2013   Meeting Type: Annual
Record Date:  MAR 31, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 26


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

SYMRISE AG

Ticker:       SY1            Security ID:  D827A1108
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  APR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2012
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.65 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2012
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2012
5     Ratify KPMG as Auditors for Fiscal 2013 For       For          Management
6     Amend Articles Re: Remuneration of the  For       For          Management
      Supervisory Board
7     Approve Issuance of Warrants/Bonds      For       For          Management
      with Warrants Attached/Convertible
      Bonds with Partial Exclusion of
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 1 Billion;
      Approve Creation of EUR 23 Million
      Pool of Capital to Guarantee
      Conversion Rights
8     Approve Remuneration System for         For       For          Management
      Management Board Members


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD.

Ticker:       2330           Security ID:  874039100
Meeting Date: JUN 11, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Business Operations Report and  For       For          Management
      Financial Statements
2     Approve Plan on Profit Distribution     For       For          Management
3     Approve Amendments to Procedures        For       For          Management
      Governing the Acquisition or Disposal
      of Assets, Lending Funds to Other
      Parties, and Endorsement and Guarantees
4     Transact Other Business (Non-Voting)    None      None         Management


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Roxanne S. Austin        For       For          Management
1b    Elect Director Douglas M. Baker, Jr.    For       For          Management
1c    Elect Director Henrique De Castro       For       For          Management
1d    Elect Director Calvin Darden            For       For          Management
1e    Elect Director Mary N. Dillon           For       For          Management
1f    Elect Director James A. Johnson         For       For          Management
1g    Elect Director Mary E. Minnick          For       For          Management
1h    Elect Director Anne M. Mulcahy          For       For          Management
1i    Elect Director Derica W. Rice           For       For          Management
1j    Elect Director Gregg W. Steinhafel      For       For          Management
1k    Elect Director John G. Stumpf           For       For          Management
1l    Elect Director Solomon D. Trujillo      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Report on Electronics Recycling and     Against   Against      Shareholder
      Preventing E-Waste Export


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

THE CHARLES SCHWAB CORPORATION

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen A. Ellis         For       For          Management
1b    Elect Director Arun Sarin               For       For          Management
1c    Elect Director Charles R. Schwab        For       For          Management
1d    Elect Director Paula A. Sneed           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Report on Political Contributions       Against   For          Shareholder
6     Adopt Proxy Access Right                Against   Against      Shareholder


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

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 09, 2012   Meeting Type: Annual
Record Date:  AUG 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Angela F. Braly          For       For          Management
1.2   Elect Director Kenneth I. Chenault      For       For          Management
1.3   Elect Director Scott D. Cook            For       For          Management
1.4   Elect Director Susan Desmond-Hellmann   For       For          Management
1.5   Elect Director Robert A. McDonald       For       For          Management
1.6   Elect Director W. James McNerney, Jr.   For       For          Management
1.7   Elect Director Johnathan A. Rodgers     For       For          Management
1.8   Elect Director Margaret C. Whitman      For       For          Management
1.9   Elect Director Mary Agnes Wilderotter   For       For          Management
1.10  Elect Director Patricia A. Woertz       For       For          Management
1.11  Elect Director Ernesto Zedillo          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
5     Report on Adopting Extended Producer    Against   Against      Shareholder
      Responsibility Policy
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

THE WALT DISNEY COMPANY

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 06, 2013   Meeting Type: Annual
Record Date:  JAN 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.a   Elect Director Susan E. Arnold          For       For          Management
1.b   Elect Director John S. Chen             For       For          Management
1.c   Elect Director Judith L. Estrin         For       For          Management
1.d   Elect Director Robert A. Iger           For       For          Management
1.e   Elect Director Fred H. Langhammer       For       For          Management
1.f   Elect Director Aylwin B. Lewis          For       For          Management
1.g   Elect Director Monica C. Lozano         For       For          Management
1.h   Elect Director Robert W. Matschullat    For       For          Management
1.i   Elect Director Sheryl K. Sandberg       For       For          Management
1.j   Elect Director Orin C. Smith            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
5     Adopt Proxy Access Right                Against   For          Shareholder
6     Require Independent Board Chairman      Against   For          Shareholder


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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director C. Martin Harris         For       For          Management
1b    Elect Director Judy C. Lewent           For       For          Management
1c    Elect Director Jim P. Manzi             For       For          Management
1d    Elect Director Lars R. Sorensen         For       For          Management
1e    Elect Director Elaine S. Ullian         For       For          Management
1f    Elect Director Marc N. Casper           For       For          Management
1g    Elect Director Nelson J. Chai           For       For          Management
1h    Elect Director Tyler Jacks              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

TIME WARNER INC.

Ticker:       TWX            Security ID:  887317303
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James L. Barksdale       For       For          Management
1.2   Elect Director William P. Barr          For       For          Management
1.3   Elect Director Jeffrey L. Bewkes        For       For          Management
1.4   Elect Director Stephen F. Bollenbach    For       For          Management
1.5   Elect Director Robert C. Clark          For       For          Management
1.6   Elect Director Mathias Dopfner          For       For          Management
1.7   Elect Director Jessica P. Einhorn       For       For          Management
1.8   Elect Director Fred Hassan              For       For          Management
1.9   Elect Director Kenneth J. Novack        For       For          Management
1.10  Elect Director Paul D. Wachter          For       For          Management
1.11  Elect Director Deborah C. Wright        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management


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

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Louis R. Chenevert       For       For          Management
1b    Elect Director John V. Faraci           For       For          Management
1c    Elect Director  Jean-Pierre Garnier     For       For          Management
1d    Elect Director Jamie S. Gorelick        For       For          Management
1e    Elect Director Edward A. Kangas         For       For          Management
1f    Elect Director Ellen J. Kullman         For       For          Management
1g    Elect Director  Marshall O. Larsen      For       For          Management
1h    Elect Director  Harold McGraw, III      For       For          Management
1i    Elect Director Richard B. Myers         For       For          Management
1j    Elect Director H. Patrick Swygert       For       For          Management
1k    Elect Director Andre Villeneuve         For       For          Management
1l    Elect Director Christine Todd Whitman   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

VERISK ANALYTICS, INC.

Ticker:       VRSK           Security ID:  92345Y106
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Lehman, Jr.      For       For          Management
1.2   Elect Director Andrew G. Mills          For       For          Management
1.3   Elect Director Constantine P. Iordanou  For       For          Management
1.4   Elect Director Scott G. Stephenson      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 30, 2013   Meeting Type: Annual
Record Date:  DEC 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gary P. Coughlan         For       For          Management
1b    Elect Director Mary B. Cranston         For       For          Management
1c    Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
1d    Elect Director Robert W. Matschullat    For       For          Management
1e    Elect Director Cathy E. Minehan         For       For          Management
1f    Elect Director Suzanne Nora Johnson     For       For          Management
1g    Elect Director David J. Pang            For       For          Management
1h    Elect Director Joseph W. Saunders       For       For          Management
1i    Elect Director Charles W. Scharf        For       For          Management
1j    Elect Director William S. Shanahan      For       For          Management
1k    Elect Director John A. Swainson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   For          Shareholder


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

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

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


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

WATERS CORPORATION

Ticker:       WAT            Security ID:  941848103
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

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


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

WHITBREAD PLC

Ticker:       WTB            Security ID:  G9606P197
Meeting Date: JUN 18, 2013   Meeting Type: Annual
Record Date:  JUN 14, 2013

#     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 Nicholas Cadbury as Director      For       For          Management
5     Elect Louise Smalley as Director        For       For          Management
6     Re-elect Richard Baker as Director      For       For          Management
7     Re-elect Wendy Becker as Director       For       For          Management
8     Re-elect Ian Cheshire as Director       For       For          Management
9     Re-elect Patrick Dempsey as Director    For       For          Management
10    Re-elect Anthony Habgood as Director    For       For          Management
11    Re-elect Andy Harrison as Director      For       For          Management
12    Re-elect Susan Hooper as Director       For       For          Management
13    Re-elect Simon Melliss as Director      For       For          Management
14    Re-elect Christopher Rogers as Director For       For          Management
15    Re-elect Susan Taylor Martin as         For       For          Management
      Director
16    Re-elect Stephen Williams as Director   For       For          Management
17    Reappoint Ernst & Young LLP as Auditors For       For          Management
18    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
19    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
20    Approve Increase in the Aggregate       For       For          Management
      Limit of Fees Payable to Directors
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
22    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
23    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

YAHOO JAPAN CORPORATION

Ticker:       4689           Security ID:  J95402103
Meeting Date: JUN 20, 2013   Meeting Type: Annual
Record Date:  MAR 31, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles To Amend Business Lines  For       For          Management
      - Reflect Stock Exchange Mandate to
      Consolidate Trading Units
2.1   Elect Director Miyasaka, Manabu         For       Against      Management
2.2   Elect Director Son, Masayoshi           For       Against      Management
2.3   Elect Director Miyauchi, Ken            For       For          Management
2.4   Elect Director Imai, Yasuyuki           For       For          Management
2.5   Elect Director Kenneth Goldman          For       For          Management
3.1   Appoint Statutory Auditor Sano, Mitsuo  For       Against      Management
3.2   Appoint Statutory Auditor Uemura, Kyoko For       For          Management




========================== MFS Strategic Income Fund ===========================


NEW YOUNG BROADCASTING HOLDINGS CO. INC.

Ticker:       YBTVQ          Security ID:  650151103
Meeting Date: MAR 04, 2013   Meeting Type: Annual
Record Date:  FEB 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director H.C Charles Diao         For       For          Management
2     Elect Director Soo Kim                  For       For          Management
3     Elect Director Howard Schrott           For       For          Management
4     Elect Director Kevin Shea               For       For          Management
5     Elect Director Thomas J. Sullivan       For       For          Management

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



                                   SIGNATURES

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

Registrant: MFS SERIES TRUST VIII

By (Signature and Title):  JOHN M. CORCORAN*
                           ----------------------------------------------
                           John M. Corcoran, Principal Executive
                           Officer & President
Date:  August 16, 2013

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

*    Executed by Susan S. Newton on behalf of John M. Corcoran pursuant to a
     Power of Attorney dated July 8th, 2013. (1)

(1)  Incorporated by reference to MFS Municipal Series Trust (File Nos. 2-92915
     and 811-4096) Post-Effective Amendment No. 56 filed with the SEC via EDGAR
     on July 26, 2013.