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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 811-00859

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

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

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

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

                               Kristin V. Collins
                    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: November 30

             Date of reporting period: July 1, 2015 - June 30, 2016

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ITEM 1. PROXY VOTING RECORD.



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

ICA File Number: 811-00859
Reporting Period: 07/01/2015 - 06/30/2016
Massachusetts Investors Growth Stock Fund









================== Massachusetts Investors Growth Stock Fund ===================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 29, 2016   Meeting Type: Annual
Record Date:  MAR 02, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Alpern         For       For          Management
1.2   Elect Director Roxanne S. Austin        For       For          Management
1.3   Elect Director Sally E. Blount          For       For          Management
1.4   Elect Director W. James Farrell         For       For          Management
1.5   Elect Director Edward M. Liddy          For       For          Management
1.6   Elect Director Nancy McKinstry          For       For          Management
1.7   Elect Director Phebe N. Novakovic       For       For          Management
1.8   Elect Director William A. Osborn        For       For          Management
1.9   Elect Director Samuel C. Scott, III     For       For          Management
1.10  Elect Director Glenn F. Tilton          For       Withhold     Management
1.11  Elect Director Miles D. White           For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ACCENTURE PLC

Ticker:       ACN            Security ID:  G1151C101
Meeting Date: FEB 03, 2016   Meeting Type: Annual
Record Date:  DEC 07, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jaime Ardila             For       For          Management
1b    Elect Director Dina Dublon              For       For          Management
1c    Elect Director Charles H. Giancarlo     For       For          Management
1d    Elect Director William L. Kimsey        For       For          Management
1e    Elect Director Marjorie Magner          For       For          Management
1f    Elect Director Blythe J. McGarvie       For       For          Management
1g    Elect Director Pierre Nanterme          For       For          Management
1h    Elect Director Gilles C. Pelisson       For       For          Management
1i    Elect Director Paula A. Price           For       For          Management
1j    Elect Director Arun Sarin               For       For          Management
1k    Elect Director Wulf von Schimmelmann    For       For          Management
1l    Elect Director Frank K. Tang            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
6     Provide Proxy Access Right              For       For          Management
7A    Require Advance Notice for Shareholder  For       For          Management
      Proposals
7B    Amend Articles                          For       For          Management
8A    Amend Articles - Board Related          For       For          Management
8B    Establish Range for Size of Board       For       For          Management
9     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights
10    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights
11    Authorize Open-Market Purchases of      For       For          Management
      Class A Ordinary Shares
12    Determine the Price Range at which      For       For          Management
      Accenture Plc can Re-issue Shares that
      it Acquires as Treasury Stock


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ALPHABET INC.

Ticker:       GOOGL          Security ID:  02079K305
Meeting Date: JUN 08, 2016   Meeting Type: Annual
Record Date:  APR 11, 2016

#     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 Alan R. Mulally          For       For          Management
1.9   Elect Director Paul S. Otellini         For       Withhold     Management
1.10  Elect Director K. Ram Shriram           For       Withhold     Management
1.11  Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Amended and Restated Certificate of     For       Against      Management
      Incorporation of Google Inc.
5     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
6     Report on Lobbying Payments and Policy  Against   For          Shareholder
7     Report on Political Contributions       Against   For          Shareholder
8     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
9     Require Independent Board Chairman      Against   For          Shareholder
10    Report on Gender Pay Gap                Against   For          Shareholder


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AMBEV S.A.

Ticker:       ABEV3          Security ID:  02319V103
Meeting Date: APR 29, 2016   Meeting Type: Annual/Special
Record Date:  APR 01, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year
      Ended Dec. 31, 2015
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Fiscal Council Members and        For       For          Management
      Alternates
4     Ratify Remuneration for Fiscal Year     For       For          Management
      2015 and Approve Remuneration of
      Company's Management and Fiscal
      Council Members for Fiscal Year 2016
1     Approve Agreement to Absorb             For       For          Management
      Cervejarias Reunidas Skol Caracu SA
      and Eagle Distribuidora de Bebidas SA
2     Appoint APSIS Consultoria Empresarial   For       For          Management
      Ltda. as the Independent Firm to
      Appraise Proposed Transaction
3     Approve Independent Firm's Appraisal    For       For          Management
4     Approve Absorption of Cervejarias       For       For          Management
      Reunidas Skol Caracu SA and Eagle
      Distribuidora de Bebidas SA
5     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
6     Approve Restricted Stock Plan           For       Against      Management


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AMPHENOL CORPORATION

Ticker:       APH            Security ID:  032095101
Meeting Date: MAY 25, 2016   Meeting Type: Annual
Record Date:  MAR 28, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald P. Badie          For       For          Management
1.2   Elect Director Stanley L. Clark         For       For          Management
1.3   Elect Director David P. Falck           For       For          Management
1.4   Elect Director Edward G. Jepsen         For       For          Management
1.5   Elect Director Randall D. Ledford       For       For          Management
1.6   Elect Director Martin H. Loeffler       For       For          Management
1.7   Elect Director John R. Lord             For       For          Management
1.8   Elect Director R. Adam Norwitt          For       For          Management
1.9   Elect Director Diana G. Reardon         For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Directors May Be Removed With   For       For          Management
      or Without Cause


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 26, 2016   Meeting Type: Annual
Record Date:  DEC 28, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James Bell               For       For          Management
1.2   Elect Director Tim Cook                 For       For          Management
1.3   Elect Director Al Gore                  For       For          Management
1.4   Elect Director Bob Iger                 For       For          Management
1.5   Elect Director Andrea Jung              For       For          Management
1.6   Elect Director Art Levinson             For       For          Management
1.7   Elect Director Ron Sugar                For       For          Management
1.8   Elect Director Sue Wagner               For       For          Management
2     Ratify Ernst & Young LLP as 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     Create Feasibility Plan for Net-Zero    Against   Against      Shareholder
      GHG Emissions, Including for Major
      Suppliers
6     Adopt Policy to Increase Diversity of   Against   Against      Shareholder
      Senior Management and Board of
      Directors
7     Report on Guidelines for Country        Against   Against      Shareholder
      Selection
8     Adopt Proxy Access Right                Against   For          Shareholder


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AUTOZONE, INC.

Ticker:       AZO            Security ID:  053332102
Meeting Date: DEC 16, 2015   Meeting Type: Annual
Record Date:  OCT 19, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Douglas H. Brooks        For       For          Management
1.2   Elect Director Linda A. Goodspeed       For       For          Management
1.3   Elect Director Sue E. Gove              For       For          Management
1.4   Elect Director Earl G. Graves, Jr.      For       For          Management
1.5   Elect Director Enderson Guimaraes       For       For          Management
1.6   Elect Director J. R. Hyde, III          For       For          Management
1.7   Elect Director D. Bryan Jordan          For       For          Management
1.8   Elect Director W. Andrew McKenna        For       For          Management
1.9   Elect Director George R. Mrkonic, Jr.   For       For          Management
1.10  Elect Director Luis P. Nieto            For       For          Management
1.11  Elect Director William C. Rhodes, III   For       For          Management
2     Ratify Ernst & Young LLP as 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     Report on Political Contributions and   Against   Against      Shareholder
      Lobbying Expenditures


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BURBERRY GROUP PLC

Ticker:       BRBY           Security ID:  G1700D105
Meeting Date: JUL 16, 2015   Meeting Type: Annual
Record Date:  JUL 14, 2015

#     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 John Peace as Director     For       For          Management
5     Elect Fabiola Arredondo as Director     For       For          Management
6     Re-elect Philip Bowman as Director      For       For          Management
7     Re-elect Ian Carter as Director         For       For          Management
8     Re-elect Jeremy Darroch as Director     For       For          Management
9     Re-elect Stephanie George as Director   For       For          Management
10    Re-elect Matthew Key as Director        For       For          Management
11    Elect Carolyn McCall as Director        For       For          Management
12    Re-elect David Tyler as Director        For       For          Management
13    Re-elect Christopher Bailey as Director For       For          Management
14    Re-elect Carol Fairweather as Director  For       For          Management
15    Re-elect John Smith as Director         For       For          Management
16    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
17    Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
18    Authorise EU Political Donations and    For       For          Management
      Expenditure
19    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
20    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
21    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
22    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
23    Adopt New Articles of Association       For       For          Management


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CHURCH & DWIGHT CO., INC.

Ticker:       CHD            Security ID:  171340102
Meeting Date: MAY 05, 2016   Meeting Type: Annual
Record Date:  MAR 11, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Matthew T. Farrell       For       For          Management
1b    Elect Director Bradley C. Irwin         For       For          Management
1c    Elect Director Penry W. Price           For       For          Management
1d    Elect Director Arthur B. Winkleblack    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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CME GROUP INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: MAY 18, 2016   Meeting Type: Annual
Record Date:  MAR 22, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Terrence A. Duffy        For       For          Management
1b    Elect Director Phupinder S. Gill        For       For          Management
1c    Elect Director Timothy S. Bitsberger    For       For          Management
1d    Elect Director Charles P. Carey         For       For          Management
1e    Elect Director Dennis H. Chookaszian    For       For          Management
1f    Elect Director Ana Dutra                For       For          Management
1g    Elect Director Martin J. Gepsman        For       For          Management
1h    Elect Director Larry G. Gerdes          For       For          Management
1i    Elect Director Daniel R. Glickman       For       For          Management
1j    Elect Director Leo Melamed              For       For          Management
1k    Elect Director William P. Miller, II    For       For          Management
1l    Elect Director James E. Oliff           For       For          Management
1m    Elect Director Alex J. Pollock          For       For          Management
1n    Elect Director John F. Sandner          For       For          Management
1o    Elect Director Terry L. Savage          For       For          Management
1p    Elect Director William R. Shepard       For       For          Management
1q    Elect Director Dennis A. Suskind        For       For          Management
2     Ratify Ernst & Young as Auditors        For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 15, 2016   Meeting Type: Annual
Record Date:  APR 18, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Zein Abdalla             For       For          Management
1b    Elect Director Maureen Breakiron-Evans  For       For          Management
1c    Elect Director Jonathan Chadwick        For       For          Management
1d    Elect Director Francisco D'Souza        For       For          Management
1e    Elect Director John N. Fox, Jr.         For       For          Management
1f    Elect Director John E. Klein            For       For          Management
1g    Elect Director Leo S. Mackay, Jr.       For       For          Management
1h    Elect Director Lakshmi Narayanan        For       For          Management
1i    Elect Director Michael Patsalos-Fox     For       For          Management
1j    Elect Director Robert E. Weissman       For       For          Management
1k    Elect Director Thomas M. Wendel         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Provide Right to Act by Written Consent Against   For          Shareholder


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COLFAX CORPORATION

Ticker:       CFX            Security ID:  194014106
Meeting Date: MAY 13, 2016   Meeting Type: Annual
Record Date:  MAR 21, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mitchell P. Rales        For       For          Management
1b    Elect Director Matthew L. Trerotola     For       For          Management
1c    Elect Director Patrick W. Allender      For       For          Management
1d    Elect Director Thomas S. Gayner         For       Against      Management
1e    Elect Director Rhonda L. Jordan         For       Against      Management
1f    Elect Director San W. Orr, III          For       For          Management
1g    Elect Director A. Clayton Perfall       For       For          Management
1h    Elect Director Rajiv Vinnakota          For       Against      Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management


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COLGATE-PALMOLIVE COMPANY

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 06, 2016   Meeting Type: Annual
Record Date:  MAR 08, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John P. Bilbrey          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 C. Martin Harris         For       For          Management
1g    Elect Director Richard J. Kogan         For       For          Management
1h    Elect Director Lorrie M. Norrington     For       For          Management
1i    Elect Director Michael B. Polk          For       For          Management
1j    Elect Director Stephen I. Sadove        For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Reduce Ownership Threshold for          Against   For          Shareholder
      Shareholders to Call Special Meeting


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CVS HEALTH CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 19, 2016   Meeting Type: Annual
Record Date:  MAR 24, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard M. Bracken       For       For          Management
1b    Elect Director C. David Brown, II       For       For          Management
1c    Elect Director Alecia A. DeCoudreaux    For       For          Management
1d    Elect Director Nancy-Ann M. DeParle     For       For          Management
1e    Elect Director David W. Dorman          For       For          Management
1f    Elect Director Anne M. Finucane         For       For          Management
1g    Elect Director Larry J. Merlo           For       For          Management
1h    Elect Director Jean-Pierre Millon       For       For          Management
1i    Elect Director Richard J. Swift         For       For          Management
1j    Elect Director William C. Weldon        For       For          Management
1k    Elect Director Tony L. White            For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Consistency Between           Against   Against      Shareholder
      Corporate Values and Political
      Contributions
5     Report on Pay Disparity                 Against   Against      Shareholder


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DANAHER CORPORATION

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 10, 2016   Meeting Type: Annual
Record Date:  MAR 14, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald J. Ehrlich        For       Against      Management
1.2   Elect Director Linda Hefner Filler      For       For          Management
1.3   Elect Director Thomas P. Joyce, Jr.     For       For          Management
1.4   Elect Director Teri List-Stoll          For       Against      Management
1.5   Elect Director Walter G. Lohr, Jr.      For       For          Management
1.6   Elect Director Mitchell P. Rales        For       For          Management
1.7   Elect Director Steven M. Rales          For       For          Management
1.8   Elect Director John T. Schwieters       For       Against      Management
1.9   Elect Director Alan G. Spoon            For       For          Management
1.10  Elect Director Elias A. Zerhouni        For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions       Against   For          Shareholder
5     Amend Bylaws - Call Special Meetings    Against   For          Shareholder


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DANONE

Ticker:       BN             Security ID:  F12033134
Meeting Date: APR 28, 2016   Meeting Type: Annual/Special
Record Date:  APR 25, 2016

#     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 1.60 per Share
4     Reelect Franck Riboud as Director       For       For          Management
5     Reelect Emmanuel Faber as Director      For       For          Management
6     Elect Clara Gaymard as Director         For       For          Management
7     Renew Appointment of                    For       For          Management
      PricewaterhouseCoopers as Auditor
8     Appoint Ernst and Young Audit as        For       For          Management
      Auditor
9     Appoint Jean-Christophe Georghiou as    For       For          Management
      Alternate Auditor
10    Renew Appointment of Auditex as         For       For          Management
      Alternate Auditor
11    Approve Transaction with Danone.        For       For          Management
      communities
12    Approve Severance Payment Agreement     For       For          Management
      with Emmanuel Faber
13    Approve Additional Pension Scheme       For       For          Management
      Agreement with Emmanuel Faber
14    Advisory Vote on Compensation of        For       For          Management
      Franck Riboud, Chairman
15    Advisory Vote on Compensation of        For       For          Management
      Emmanuel Faber, CEO
16    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
17    Authorize up to 0.2 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plans
18    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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DENTSPLY INTERNATIONAL INC.

Ticker:       XRAY           Security ID:  249030107
Meeting Date: JAN 11, 2016   Meeting Type: Special
Record Date:  DEC 02, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Adopt Second Amended and Restated       For       For          Management
      Certificate of Incorporation
3     Advisory Vote on Golden Parachutes      For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Adjourn Meeting                         For       For          Management


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DENTSPLY SIRONA INC.

Ticker:       XRAY           Security ID:  24906P109
Meeting Date: MAY 25, 2016   Meeting Type: Annual
Record Date:  MAR 28, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael C. Alfano        For       For          Management
1b    Elect Director David K. Beecken         For       For          Management
1c    Elect Director Eric K. Brandt           For       For          Management
1d    Elect Director Michael J. Coleman       For       For          Management
1e    Elect Director Willie A. Deese          For       For          Management
1f    Elect Director Thomas Jetter            For       For          Management
1g    Elect Director Arthur D. Kowaloff       For       For          Management
1h    Elect Director Harry M. Jansen          For       For          Management
      Kraemer, Jr.
1i    Elect Director Francis J. Lunger        For       For          Management
1j    Elect Director Jeffrey T. Slovin        For       For          Management
1k    Elect Director Bret W. Wise             For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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DISCOVERY COMMUNICATIONS, INC.

Ticker:       DISCA          Security ID:  25470F104
Meeting Date: MAY 19, 2016   Meeting Type: Annual
Record Date:  MAR 24, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul A. Gould            For       Withhold     Management
1.2   Elect Director M. LaVoy Robison         For       Withhold     Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Report on Steps Taken to Increase       Against   For          Shareholder
      Board Diversity
4     Assess Feasibility of Including         Against   Against      Shareholder
      Sustainability as a Performance
      Measure for Senior Executive
      Compensation


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ECOLAB INC.

Ticker:       ECL            Security ID:  278865100
Meeting Date: MAY 05, 2016   Meeting Type: Annual
Record Date:  MAR 08, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Douglas M. Baker, Jr.    For       For          Management
1b    Elect Director Barbara J. Beck          For       For          Management
1c    Elect Director Leslie S. Biller         For       For          Management
1d    Elect Director Carl M. Casale           For       For          Management
1e    Elect Director Stephen I. Chazen        For       For          Management
1f    Elect Director Jeffrey M. Ettinger      For       For          Management
1g    Elect Director Jerry A. Grundhofer      For       For          Management
1h    Elect Director Arthur J. Higgins        For       For          Management
1i    Elect Director Michael Larson           For       For          Management
1j    Elect Director Jerry W. Levin           For       For          Management
1k    Elect Director David W. MacLennan       For       For          Management
1l    Elect Director Tracy B. McKibben        For       For          Management
1m    Elect Director Victoria J. Reich        For       For          Management
1n    Elect Director Suzanne M. Vautrinot     For       For          Management
1o    Elect Director John J. Zillmer          For       For          Management
2     Ratify Pricewaterhouse Coopers LLP as   For       For          Management
      Auditors
3     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Adopt Proxy Access Right                Against   Against      Shareholder


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ELI LILLY AND COMPANY

Ticker:       LLY            Security ID:  532457108
Meeting Date: MAY 02, 2016   Meeting Type: Annual
Record Date:  FEB 26, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ralph Alvarez            For       For          Management
1b    Elect Director R. David Hoover          For       For          Management
1c    Elect Director Juan R. Luciano          For       For          Management
1d    Elect Director Franklyn G. Prendergast  For       For          Management
1e    Elect Director Kathi P. Seifert         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Report on Guidelines for Country        Against   Against      Shareholder
      Selection


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EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 12, 2016   Meeting Type: Annual
Record Date:  MAR 14, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Donald J. Carty          For       For          Management
1b    Elect Director Randolph L. Cowen        For       For          Management
1c    Elect Director James S. DiStasio        For       For          Management
1d    Elect Director John R. Egan             For       For          Management
1e    Elect Director William D. Green         For       For          Management
1f    Elect Director Jami Miscik              For       For          Management
1g    Elect Director Paul Sagan               For       For          Management
1h    Elect Director Laura J. Sen             For       For          Management
1i    Elect Director Joseph M. Tucci          For       For          Management
2     Ratify Pricewaterhousecoopers Llp as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

EQUIFAX INC.

Ticker:       EFX            Security ID:  294429105
Meeting Date: MAY 05, 2016   Meeting Type: Annual
Record Date:  MAR 02, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James E. Copeland, Jr.   For       For          Management
1b    Elect Director Robert D. Daleo          For       For          Management
1c    Elect Director Walter W. Driver, Jr.    For       For          Management
1d    Elect Director Mark L. Feidler          For       For          Management
1e    Elect Director L. Phillip Humann        For       For          Management
1f    Elect Director Robert D. Marcus         For       For          Management
1g    Elect Director Siri S. Marshall         For       For          Management
1h    Elect Director John A. McKinley         For       For          Management
1i    Elect Director Richard F. Smith         For       For          Management
1j    Elect Director Mark B. Templeton        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management


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

EXPRESS SCRIPTS HOLDING COMPANY

Ticker:       ESRX           Security ID:  30219G108
Meeting Date: MAY 04, 2016   Meeting Type: Annual
Record Date:  MAR 11, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Maura C. Breen           For       For          Management
1b    Elect Director William J. DeLaney       For       For          Management
1c    Elect Director Elder Granger            For       For          Management
1d    Elect Director Nicholas J. LaHowchic    For       For          Management
1e    Elect Director Thomas P. Mac Mahon      For       For          Management
1f    Elect Director Frank Mergenthaler       For       For          Management
1g    Elect Director Woodrow A. Myers, Jr.    For       For          Management
1h    Elect Director Roderick A. Palmore      For       For          Management
1i    Elect Director George Paz               For       For          Management
1j    Elect Director William L. Roper         For       For          Management
1k    Elect Director Seymour Sternberg        For       For          Management
1l    Elect Director Timothy Wentworth        For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Political Contributions       Against   For          Shareholder


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

FASTENAL COMPANY

Ticker:       FAST           Security ID:  311900104
Meeting Date: APR 19, 2016   Meeting Type: Annual
Record Date:  FEB 19, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Willard D. Oberton       For       For          Management
1b    Elect Director Michael J. Ancius        For       For          Management
1c    Elect Director Michael J. Dolan         For       For          Management
1d    Elect Director Stephen L. Eastman       For       For          Management
1e    Elect Director Daniel L. Florness       For       For          Management
1f    Elect Director Rita J. Heise            For       For          Management
1g    Elect Director Darren R. Jackson        For       Against      Management
1h    Elect Director Scott A. Satterlee       For       For          Management
1i    Elect Director Reyne K. Wisecup         For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Ticker:       FIS            Security ID:  31620M106
Meeting Date: MAY 25, 2016   Meeting Type: Annual
Record Date:  APR 01, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ellen R. Alemany         For       For          Management
1b    Elect Director William P. Foley, II     For       For          Management
1c    Elect Director Thomas M. Hagerty        For       For          Management
1d    Elect Director Keith W. Hughes          For       For          Management
1e    Elect Director David K. Hunt            For       For          Management
1f    Elect Director Stephan A. James         For       For          Management
1g    Elect Director Frank R. Martire         For       For          Management
1h    Elect Director Richard N. Massey        For       For          Management
1i    Elect Director Leslie M. Muma           For       For          Management
1j    Elect Director Gary A. Norcross         For       For          Management
1k    Elect Director James B. Stallings, Jr.  For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management


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

FISERV, INC.

Ticker:       FISV           Security ID:  337738108
Meeting Date: MAY 18, 2016   Meeting Type: Annual
Record Date:  MAR 21, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alison Davis             For       For          Management
1.2   Elect Director Christopher M. Flink     For       For          Management
1.3   Elect Director Daniel P. Kearney        For       For          Management
1.4   Elect Director Dennis F. Lynch          For       For          Management
1.5   Elect Director  Denis J. O'Leary        For       For          Management
1.6   Elect Director Glenn M. Renwick         For       For          Management
1.7   Elect Director Kim M. Robak             For       For          Management
1.8   Elect Director JD Sherman               For       For          Management
1.9   Elect Director Doyle R. Simons          For       For          Management
1.10  Elect Director Thomas C. Wertheimer     For       For          Management
1.11  Elect Director Jeffery W. Yabuki        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
4     Proxy Access                            Against   Against      Shareholder


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

FRANKLIN RESOURCES, INC.

Ticker:       BEN            Security ID:  354613101
Meeting Date: FEB 17, 2016   Meeting Type: Annual
Record Date:  DEC 21, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter K. Barker          For       For          Management
1b    Elect Director Mariann Byerwalter       For       For          Management
1c    Elect Director Charles E. Johnson       For       For          Management
1d    Elect Director Gregory E. Johnson       For       For          Management
1e    Elect Director Rupert H. Johnson, Jr.   For       For          Management
1f    Elect Director Mark C. Pigott           For       For          Management
1g    Elect Director Chutta Ratnathicam       For       For          Management
1h    Elect Director Laura Stein              For       For          Management
1i    Elect Director Seth H. Waugh            For       For          Management
1j    Elect Director Geoffrey Y. Yang         For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Report on and Assess Proxy Voting       Against   Against      Shareholder
      Policies in Relation to Climate Change
      Position


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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 27, 2016   Meeting Type: Annual
Record Date:  NOV 19, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David P. Abney           For       For          Management
1.2   Elect Director Natalie A. Black         For       For          Management
1.3   Elect Director Julie L. Bushman         For       For          Management
1.4   Elect Director Raymond L. Conner        For       For          Management
1.5   Elect Director Richard Goodman          For       For          Management
1.6   Elect Director  Jeffrey A. Joerres      For       For          Management
1.7   Elect Director  William H. Lacy         For       For          Management
1.8   Elect Director  Alex A. Molinaroli      For       For          Management
1.9   Elect Director  Juan Pablo del Valle    For       For          Management
      Perochena
1.10  Elect Director  Mark P. Vergnano        For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Proxy Access                            Against   For          Shareholder


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

L OREAL

Ticker:       OR             Security ID:  F58149133
Meeting Date: APR 20, 2016   Meeting Type: Annual/Special
Record Date:  APR 15, 2016

#     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 3.10 per Ordinary
      Share and EUR 3.41 per Long-Term
      Registered Share
4     Approve End of Transaction with Nestle  For       For          Management
      Re: Inneov
5     Elect Beatrice Guillaume-Grabisch as    For       For          Management
      Director
6     Elect Eileen Naughton as Director       For       For          Management
7     Reelect Jean-Pierre Meyers as Director  For       For          Management
8     Reelect Bernard Kasriel as Director     For       For          Management
9     Reelect Jean-Victor Meyers as Director  For       For          Management
10    Renew Appointments of                   For       For          Management
      PricewaterhouseCoopers Audit as
      Auditor and Appoint Jean-Christophe
      Georghiou as Alternate Auditor
11    Renew Appointments of Deloitte and      For       For          Management
      Associes as Auditor and Beas as
      Alternate Auditor
12    Advisory Vote on Compensation of Jean   For       For          Management
      Paul Agon, Chairman and CEO
13    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
14    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
15    Authorize up to 0.6 Percent of Issued   For       Against      Management
      Capital for Use in Restricted Stock
      Plans
16    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
17    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

LVMH MOET HENNESSY LOUIS VUITTON

Ticker:       MC             Security ID:  F58485115
Meeting Date: APR 14, 2016   Meeting Type: Annual/Special
Record Date:  APR 11, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
4     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 3.55 per Share
5     Reelect Bernard Arnault as Director     For       For          Management
6     Reelect Bernadette Chirac as Director   For       For          Management
7     Reelect Charles de Croisset as Director For       For          Management
8     Reelect Hubert Vedrine as Director      For       For          Management
9     Elect Clara Gaymard as Director         For       For          Management
10    Elect Natacha Valla as Director         For       For          Management
11    Appoint Ernst and Young Audit as        For       For          Management
      Auditor
12    Appoint Mazars as Auditor               For       For          Management
13    Appoint  Philippe Castagnac as          For       For          Management
      Alternate Auditor
14    Renew Appointment of Auditex as         For       For          Management
      Alternate Auditor
15    Advisory Vote on Compensation of        For       Against      Management
      Bernard Arnault, CEO and Chairman
16    Advisory Vote on Compensation of        For       Against      Management
      Antonio Belloni, Vice-CEO
17    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
18    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
19    Authorize up to 1 Percent of Issued     For       Against      Management
      Capital for Use in Restricted Stock
      Plans
20    Amend Article 5 of Bylaws Re: Company   For       For          Management
      Duration


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

LYONDELLBASELL INDUSTRIES NV

Ticker:       LYB            Security ID:  N53745100
Meeting Date: MAY 11, 2016   Meeting Type: Annual
Record Date:  APR 13, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Jacques Aigrain to Supervisory    For       For          Management
      Board
1b    Elect Lincoln Benet to Supervisory      For       For          Management
      Board
1c    Elect Nance K. Dicciani to Supervisory  For       For          Management
      Board
1d    Elect Bruce A. Smith to Supervisory     For       For          Management
      Board
2a    Elect Thomas Aebischer to Management    For       For          Management
      Board
2b    Elect Dan Coombs to Management Board    For       For          Management
2c    Elect James D. Guilfoyle to Management  For       For          Management
      Board
3     Adopt Financial Statements and          For       For          Management
      Statutory Reports
4     Approve Discharge of Management Board   For       For          Management
5     Approve Discharge of Supervisory Board  For       For          Management
6     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
7     Ratify PricewaterhouseCoopers           For       For          Management
      Accountants N.V. as Auditors
8     Approve Dividends of USD 3.12 Per Share For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital


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

MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 28, 2016   Meeting Type: Annual
Record Date:  APR 29, 2016

#     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 Julius Genachowski       For       For          Management
1g    Elect Director Merit E. Janow           For       For          Management
1h    Elect Director Nancy J. Karch           For       For          Management
1i    Elect Director Oki Matsumoto            For       For          Management
1j    Elect Director Rima Qureshi             For       For          Management
1k    Elect Director Jose Octavio Reyes       For       For          Management
      Lagunes
1l    Elect Director Jackson Tai              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

MEAD JOHNSON NUTRITION COMPANY

Ticker:       MJN            Security ID:  582839106
Meeting Date: MAY 11, 2016   Meeting Type: Annual
Record Date:  MAR 21, 2016

#     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 Michael Grobstein        For       For          Management
1i    Elect Director Peter Kasper Jakobsen    For       For          Management
1j    Elect Director Peter G. Ratcliffe       For       For          Management
1k    Elect Director Michael A. Sherman       For       For          Management
1l    Elect Director Elliott Sigal            For       For          Management
1m    Elect Director Robert S. Singer         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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

METTLER-TOLEDO INTERNATIONAL INC.

Ticker:       MTD            Security ID:  592688105
Meeting Date: MAY 05, 2016   Meeting Type: Annual
Record Date:  MAR 07, 2016

#     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 Richard Francis          For       For          Management
1.6   Elect Director Constance L. Harvey      For       For          Management
1.7   Elect Director Michael A. Kelly         For       For          Management
1.8   Elect Director Hans Ulrich Maerki       For       For          Management
1.9   Elect Director Thomas P. Salice         For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MICROCHIP TECHNOLOGY INCORPORATED

Ticker:       MCHP           Security ID:  595017104
Meeting Date: AUG 14, 2015   Meeting Type: Annual
Record Date:  JUN 18, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steve Sanghi             For       For          Management
1.2   Elect Director Matthew W. Chapman       For       For          Management
1.3   Elect Director L.B. Day                 For       For          Management
1.4   Elect Director Esther L. Johnson        For       For          Management
1.5   Elect Director Wade F. Meyercord        For       For          Management
2     Approve Conversion of Securities        For       For          Management
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MONSANTO COMPANY

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 29, 2016   Meeting Type: Annual
Record Date:  DEC 01, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gregory H. Boyce         For       For          Management
1b    Elect Director David L. Chicoine        For       For          Management
1c    Elect Director Janice L. Fields         For       For          Management
1d    Elect Director Hugh Grant               For       For          Management
1e    Elect Director Arthur H. Harper         For       For          Management
1f    Elect Director Laura K. Ipsen           For       For          Management
1g    Elect Director Marcos M. Lutz           For       For          Management
1h    Elect Director C. Steven McMillan       For       For          Management
1i    Elect Director Jon R. Moeller           For       For          Management
1j    Elect Director William U. Parfet        For       For          Management
1k    Elect Director George H. Poste          For       For          Management
1l    Elect Director Robert J.Stevens         For       For          Management
1m    Elect Director Patricia Verduin         For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Report on Effectiveness and Risks of    Against   Against      Shareholder
      Glyphosate Use
6     Report on Lobbying Payments and Policy  Against   For          Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder


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

MOODY'S CORPORATION

Ticker:       MCO            Security ID:  615369105
Meeting Date: APR 12, 2016   Meeting Type: Annual
Record Date:  FEB 17, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Basil L. Anderson        For       For          Management
1.2   Elect Director Jorge A. Bermudez        For       For          Management
1.3   Elect Director Darrell Duffie           For       For          Management
1.4   Elect Director Kathryn M. Hill          For       For          Management
1.5   Elect Director Ewald Kist               For       For          Management
1.6   Elect Director Raymond W. McDaniel, Jr. For       For          Management
1.7   Elect Director Henry A. McKinnell, Jr.  For       For          Management
1.8   Elect Director Leslie F. Seidman        For       For          Management
1.9   Elect Director Bruce Van Saun           For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 17, 2015   Meeting Type: Annual
Record Date:  JUL 20, 2015

#     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 Michelle A. Peluso       For       For          Management
1.4   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     Amend Omnibus Stock Plan                For       Against      Management
6     Report on Political Contributions       Against   For          Shareholder
7     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

OMNICOM GROUP INC.

Ticker:       OMC            Security ID:  681919106
Meeting Date: MAY 24, 2016   Meeting Type: Annual
Record Date:  APR 04, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John D. Wren             For       For          Management
1.2   Elect Director Bruce Crawford           For       For          Management
1.3   Elect Director Alan R. Batkin           For       For          Management
1.4   Elect Director Mary C. Choksi           For       For          Management
1.5   Elect Director Robert Charles Clark     For       For          Management
1.6   Elect Director Leonard S. Coleman, Jr.  For       For          Management
1.7   Elect Director Susan S. Denison         For       For          Management
1.8   Elect Director Michael A. Henning       For       For          Management
1.9   Elect Director Deborah J. Kissire       For       For          Management
1.10  Elect Director John R. Murphy           For       For          Management
1.11  Elect Director John R. Purcell          For       For          Management
1.12  Elect Director Linda Johnson Rice       For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Employment Diversity Report     Against   For          Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder


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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: NOV 18, 2015   Meeting Type: Annual
Record Date:  SEP 21, 2015

#     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 Leon E. Panetta          For       For          Management
1.12  Elect Director Naomi O. Seligman        For       Withhold     Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Ratify Ernst & Young LLP as Auditors    For       For          Management
5     Adopt Quantitative Renewable Energy     Against   Against      Shareholder
      Goals
6     Proxy Access                            Against   For          Shareholder
7     Approve Quantifiable Performance        Against   For          Shareholder
      Metrics
8     Amend Corporate Governance Guidelines   Against   For          Shareholder
9     Proxy Voting Disclosure,                Against   Against      Shareholder
      Confidentiality, and Tabulation
10    Report on Lobbying Payments and Policy  Against   For          Shareholder


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 04, 2016   Meeting Type: Annual
Record Date:  FEB 26, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Shona L. Brown           For       For          Management
1b    Elect Director George W. Buckley        For       For          Management
1c    Elect Director Cesar Conde              For       For          Management
1d    Elect Director Ian M. Cook              For       For          Management
1e    Elect Director Dina Dublon              For       For          Management
1f    Elect Director Rona A. Fairhead         For       For          Management
1g    Elect Director Richard W. Fisher        For       For          Management
1h    Elect Director William R. Johnson       For       For          Management
1i    Elect Director Indra K. Nooyi           For       For          Management
1j    Elect Director David C. Page            For       For          Management
1k    Elect Director Robert C. Pohlad         For       For          Management
1l    Elect Director Lloyd G. Trotter         For       For          Management
1m    Elect Director Daniel Vasella           For       For          Management
1n    Elect Director Alberto Weisser          For       For          Management
2     Ratify KPMG LLP as 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     Establish a Board Committee on          Against   Against      Shareholder
      Sustainability
6     Report on Plans to Minimize             Against   Against      Shareholder
      Pesticides' Impact on Pollinators
7     Adopt Holy Land Principles              Against   Against      Shareholder
8     Adopt Quantitative Renewable Energy     Against   Against      Shareholder
      Goals


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

PERNOD RICARD

Ticker:       RI             Security ID:  F72027109
Meeting Date: NOV 06, 2015   Meeting Type: Annual/Special
Record Date:  NOV 03, 2015

#     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 1.80 per Share
4     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
5     Approve Agreements with Alexandre       For       For          Management
      Ricard, Chairman and CEO
6     Ratify Appointment of Veronica Vargas   For       For          Management
      as Director
7     Reelect Nicole Bouton as Director       For       For          Management
8     Elect Kory Sorenson as Director         For       For          Management
9     Appoint CBA as Alternate Auditor        For       For          Management
10    Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 950,000
11    Advisory Vote on Compensation of        For       For          Management
      Alexandre Ricard, Chairman and CEO
      Since Feb. 11, 2015 and Vice-CEO
      Previously
12    Advisory Vote on Compensation of        For       Against      Management
      Pierre Pringuet, CEO Until Feb. 11,
      2015
13    Advisory Vote on Compensation of        For       For          Management
      Daniele Ricard, Chairman Until Feb.
      11, 2015
14    Authorize Repurchase of Up to 10        For       Against      Management
      Percent of Issued Share Capital
15    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
16    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 135 Million
17    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 41 Million
18    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
19    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for
      Contributions in Kind
20    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Exchange Offers
21    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 135 Million for Bonus
      Issue or Increase in Par Value
22    Authorize up to 1.5 Percent of Issued   For       For          Management
      Capital for Use in Restricted Stock
      Plans
23    Authorize up to 1.5 Percent of Issued   For       For          Management
      Capital for Use in Stock Option Plans
24    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
25    Amend Article 33 of Bylaws Re: Record   For       For          Management
      Date
26    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 21, 2016   Meeting Type: Annual
Record Date:  FEB 19, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James G. Berges          For       For          Management
1.2   Elect Director John V. Faraci           For       For          Management
1.3   Elect Director Victoria F. Haynes       For       For          Management
1.4   Elect Director Michael H. McGarry       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
6     Adopt a Payout Policy Giving            Against   Against      Shareholder
      Preference to Share Buybacks Over
      Dividends


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 26, 2016   Meeting Type: Annual
Record Date:  MAR 01, 2016

#     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 Nance K. Dicciani        For       For          Management
1.4   Elect Director Edward G. Galante        For       For          Management
1.5   Elect Director Ira D. Hall              For       For          Management
1.6   Elect Director Raymond W. LeBoeuf       For       For          Management
1.7   Elect Director Larry D. McVay           For       For          Management
1.8   Elect Director Denise L. Ramos          For       For          Management
1.9   Elect Director Martin H. Richenhagen    For       For          Management
1.10  Elect Director Wayne T. Smith           For       For          Management
1.11  Elect Director Robert L. Wood           For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Adopt a Payout Policy Giving            Against   Against      Shareholder
      Preference to Share Buybacks Over
      Dividends


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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 17, 2015   Meeting Type: Annual
Record Date:  JUN 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter B. Delaney         None      None         Management
      (Withdrawn)
1b    Elect Director Mark Donegan             For       For          Management
1c    Elect Director Don R. Graber            For       For          Management
1d    Elect Director Lester L. Lyles          For       For          Management
1e    Elect Director Vernon E. Oechsle        For       For          Management
1f    Elect Director James F. Palmer          None      None         Management
      (Withdrawn)
1g    Elect Director Ulrich Schmidt           For       For          Management
1h    Elect Director Richard L. Wambold       For       For          Management
1i    Elect Director Timothy A. Wicks         For       For          Management
1j    Elect Director Janet C. Wolfenbarger    None      None         Management
      (Withdrawn)
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Proxy Access                            Against   For          Shareholder


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 06, 2016   Meeting Type: Annual
Record Date:  FEB 17, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter L.S. Currie        For       For          Management
1b    Elect Director V. Maureen Kempston      For       For          Management
      Darkes
1c    Elect Director Paal Kibsgaard           For       For          Management
1d    Elect Director Nikolay Kudryavtsev      For       For          Management
1e    Elect Director Michael E. Marks         For       For          Management
1f    Elect Director Indra K. Nooyi           For       For          Management
1g    Elect Director Lubna S. Olayan          For       For          Management
1h    Elect Director Leo Rafael Reif          For       For          Management
1i    Elect Director Tore I. Sandvold         For       For          Management
1j    Elect Director Henri Seydoux            For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Adopt and Approve Financials and        For       For          Management
      Dividends
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Amend Articles                          For       For          Management
6     Fix Number of Directors at Twelve       For       For          Management
7     Amend 2010 Omnibus Stock Incentive Plan For       For          Management


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD.

Ticker:       2330           Security ID:  874039100
Meeting Date: JUN 07, 2016   Meeting Type: Annual
Record Date:  APR 11, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles of Association           For       For          Management
2.1   Approve Business Operations Report and  For       For          Management
      Financial Statements
2.2   Approve Profit Distribution             For       For          Management


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

TEXAS INSTRUMENTS INCORPORATED

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 21, 2016   Meeting Type: Annual
Record Date:  FEB 22, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ralph W. Babb, Jr.       For       For          Management
1b    Elect Director Mark A. Blinn            For       For          Management
1c    Elect Director Daniel A. Carp           For       For          Management
1d    Elect Director Janet F. Clark           For       For          Management
1e    Elect Director Carrie S. Cox            For       For          Management
1f    Elect Director Ronald Kirk              For       For          Management
1g    Elect Director Pamela H. Patsley        For       For          Management
1h    Elect Director Robert E. Sanchez        For       For          Management
1i    Elect Director Wayne R. Sanders         For       For          Management
1j    Elect Director Richard K. Templeton     For       For          Management
1k    Elect Director Christine Todd Whitman   For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Amend Omnibus Stock Plan                For       Against      Management


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

THE CHARLES SCHWAB CORPORATION

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 17, 2016   Meeting Type: Annual
Record Date:  MAR 18, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John K. Adams, Jr.       For       For          Management
1b    Elect Director Stephen A. Ellis         For       For          Management
1c    Elect Director Arun Sarin               For       For          Management
1d    Elect Director Charles R. Schwab        For       For          Management
1e    Elect Director Paula A. Sneed           For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   For          Shareholder
5     Prepare Employment Diversity Report     Against   For          Shareholder


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

THE COOPER COMPANIES, INC.

Ticker:       COO            Security ID:  216648402
Meeting Date: MAR 14, 2016   Meeting Type: Annual
Record Date:  JAN 19, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. Thomas Bender         For       For          Management
1.2   Elect Director Michael H. Kalkstein     For       For          Management
1.3   Elect Director Jody S. Lindell          For       For          Management
1.4   Elect Director Gary S. Petersmeyer      For       For          Management
1.5   Elect Director Allan E. Rubenstein      For       For          Management
1.6   Elect Director Robert S. Weiss          For       For          Management
1.7   Elect Director Stanley Zinberg          For       For          Management
2     Ratify KPMG LLP  as Auditors            For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE SHERWIN-WILLIAMS COMPANY

Ticker:       SHW            Security ID:  824348106
Meeting Date: APR 20, 2016   Meeting Type: Annual
Record Date:  FEB 22, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arthur F. Anton          For       For          Management
1.2   Elect Director Christopher M. Connor    For       For          Management
1.3   Elect Director David F. Hodnik          For       For          Management
1.4   Elect Director Thomas G. Kadien         For       For          Management
1.5   Elect Director Richard J. Kramer        For       For          Management
1.6   Elect Director Susan J. Kropf           For       For          Management
1.7   Elect Director John G. Morikis          For       For          Management
1.8   Elect Director Christine A. Poon        For       For          Management
1.9   Elect Director John M. Stropki          For       For          Management
1.10  Elect Director Matthew Thornton, III    For       For          Management
1.11  Elect Director Steven H. Wunning        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
4     Ratify Ernst & Young LLP as Auditors    For       For          Management


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

THE TJX COMPANIES, INC.

Ticker:       TJX            Security ID:  872540109
Meeting Date: JUN 07, 2016   Meeting Type: Annual
Record Date:  APR 11, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Zein Abdalla             For       For          Management
1.2   Elect Director Jose B. Alvarez          For       For          Management
1.3   Elect Director Alan M. Bennett          For       For          Management
1.4   Elect Director David T. Ching           For       For          Management
1.5   Elect Director Ernie Herrman            For       For          Management
1.6   Elect Director Michael F. Hines         For       For          Management
1.7   Elect Director Amy B. Lane              For       For          Management
1.8   Elect Director Carol Meyrowitz          For       For          Management
1.9   Elect Director John F. O'Brien          For       For          Management
1.10  Elect Director Willow B. Shire          For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Include Executive Diversity as a        Against   Against      Shareholder
      Performance Measure for Senior
      Executive Compensation
5     Report on Pay Disparity                 Against   Against      Shareholder


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

THE WALT DISNEY COMPANY

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 03, 2016   Meeting Type: Annual
Record Date:  JAN 04, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Susan E. Arnold          For       For          Management
1b    Elect Director John S. Chen             For       For          Management
1c    Elect Director Jack Dorsey              For       For          Management
1d    Elect Director Robert A. Iger           For       For          Management
1e    Elect Director Maria Elena Lagomasino   For       Against      Management
1f    Elect Director Fred H. Langhammer       For       For          Management
1g    Elect Director Aylwin B. Lewis          For       For          Management
1h    Elect Director Robert W. Matschullat    For       For          Management
1i    Elect Director Mark G. Parker           For       For          Management
1j    Elect Director Sheryl K. Sandberg       For       For          Management
1k    Elect Director Orin C. Smith            For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Reduce Supermajority Vote Requirement   Against   For          Shareholder
6     Report on Lobbying Payments and Policy  Against   For          Shareholder


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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 18, 2016   Meeting Type: Annual
Record Date:  MAR 28, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Marc N. Casper           For       For          Management
1b    Elect Director Nelson J. Chai           For       For          Management
1c    Elect Director C. Martin Harris         For       For          Management
1d    Elect Director Tyler Jacks              For       For          Management
1e    Elect Director Judy C. Lewent           For       For          Management
1f    Elect Director Thomas J. Lynch          For       For          Management
1g    Elect Director Jim P. Manzi             For       For          Management
1h    Elect Director William G. Parrett       For       For          Management
1i    Elect Director Scott M. Sperling        For       For          Management
1j    Elect Director Elaine S. Ullian         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

TIME WARNER INC.

Ticker:       TWX            Security ID:  887317303
Meeting Date: JUN 17, 2016   Meeting Type: Annual
Record Date:  APR 20, 2016

#     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 Carlos M. Gutierrez      For       For          Management
1.9   Elect Director Fred Hassan              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 Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 12, 2016   Meeting Type: Annual
Record Date:  MAR 11, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew H. Card, Jr.      For       For          Management
1.2   Elect Director Erroll B. Davis, Jr.     For       For          Management
1.3   Elect Director David B. Dillon          For       For          Management
1.4   Elect Director Lance M. Fritz           For       For          Management
1.5   Elect Director Charles C. Krulak        For       For          Management
1.6   Elect Director Jane H. Lute             For       For          Management
1.7   Elect Director Michael R. McCarthy      For       For          Management
1.8   Elect Director Michael W. McConnell     For       For          Management
1.9   Elect Director Thomas F. McLarty, III   For       For          Management
1.10  Elect Director Steven R. Rogel          For       For          Management
1.11  Elect Director Jose H. Villarreal       For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Stock Retention                         Against   Against      Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder


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

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 25, 2016   Meeting Type: Annual
Record Date:  FEB 29, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John V. Faraci           For       For          Management
1b    Elect Director Jean-Pierre Garnier      For       For          Management
1c    Elect Director Gregory J. Hayes         For       For          Management
1d    Elect Director Edward A. Kangas         For       For          Management
1e    Elect Director Ellen J. Kullman         For       For          Management
1f    Elect Director Marshall O. Larsen       For       For          Management
1g    Elect Director Harold McGraw, III       For       For          Management
1h    Elect Director Richard B. Myers         For       For          Management
1i    Elect Director Fredric G. Reynolds      For       For          Management
1j    Elect Director Brian C. Rogers          For       For          Management
1k    Elect Director H. Patrick Swygert       For       For          Management
1l    Elect Director Andre Villeneuve         For       For          Management
1m    Elect Director Christine Todd Whitman   For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Eliminate Cumulative Voting             For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

V.F. CORPORATION

Ticker:       VFC            Security ID:  918204108
Meeting Date: APR 26, 2016   Meeting Type: Annual
Record Date:  MAR 01, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard T. Carucci       For       For          Management
1.2   Elect Director Juliana L. Chugg         For       For          Management
1.3   Elect Director Juan Ernesto de Bedout   For       For          Management
1.4   Elect Director Mark S. Hoplamazian      For       For          Management
1.5   Elect Director Robert J. Hurst          For       For          Management
1.6   Elect Director Laura W. Lang            For       For          Management
1.7   Elect Director W. Alan McCollough       For       For          Management
1.8   Elect Director W. Rodney McMullen       For       For          Management
1.9   Elect Director Clarence Otis, Jr.       For       For          Management
1.10  Elect Director Steven E. Rendle         For       For          Management
1.11  Elect Director Matthew J. Shattock      For       For          Management
1.12  Elect Director Eric C. Wiseman          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: FEB 03, 2016   Meeting Type: Annual
Record Date:  DEC 07, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Lloyd A. Carney          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 Alfred F. Kelly, Jr.     For       For          Management
1e    Elect Director Robert W. Matschullat    For       For          Management
1f    Elect Director Cathy E. Minehan         For       For          Management
1g    Elect Director Suzanne Nora Johnson     For       For          Management
1h    Elect Director David J. Pang            For       For          Management
1i    Elect Director Charles W. Scharf        For       For          Management
1j    Elect Director John A. C. Swainson      For       For          Management
1k    Elect Director Maynard G. Webb, Jr.     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Ratify KPMG LLP as Auditors             For       For          Management


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

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 27, 2016   Meeting Type: Annual
Record Date:  MAR 07, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Rodney C. Adkins         For       For          Management
1.2   Elect Director Brian P. Anderson        For       For          Management
1.3   Elect Director V. Ann Hailey            For       For          Management
1.4   Elect Director Stuart L. Levenick       For       For          Management
1.5   Elect Director Neil S. Novich           For       For          Management
1.6   Elect Director Michael J. Roberts       For       For          Management
1.7   Elect Director Gary L. Rogers           For       For          Management
1.8   Elect Director James T. Ryan            For       For          Management
1.9   Elect Director E. Scott Santi           For       For          Management
1.10  Elect Director James D. Slavik          For       For          Management
2     Ratify Ernst & Young LLP as 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 11, 2016   Meeting Type: Annual
Record Date:  MAR 17, 2016

#     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 Christopher J. O'Connell For       For          Management
1.9   Elect Director JoAnn A. Reed            For       For          Management
1.10  Elect Director Thomas P. Salice         For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

ZOETIS INC.

Ticker:       ZTS            Security ID:  98978V103
Meeting Date: MAY 12, 2016   Meeting Type: Annual
Record Date:  MAR 18, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Juan Ramon Alaix         For       For          Management
1.2   Elect Director Paul M. Bisaro           For       For          Management
1.3   Elect Director Frank A. D'Amelio        For       For          Management
1.4   Elect Director Michael B. McCallister   For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management

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



                                   SIGNATURES

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

Registrant: MASSACHUSETTS INVESTORS GROWTH STOCK FUND

By (Signature and Title):  ROBIN STELMACH*
                           ----------------------------------------------
                           Robin Stelmach, Principal Executive
                           Officer & President

Date: August 29, 2016

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

*    Executed by Susan A. Pereira on behalf of Robin Stelmach pursuant to a
     Power of Attorney dated October 1, 2014. (1)

(1)  Incorporated by reference to MFS Institutional Trust (File Nos. 33-37615
     and 811-06174) Post-Effective Amendment No. 38 filed with the SEC via EDGAR
     on October 27, 2014.