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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)

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

                             Christopher R. Bohane
                   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, 2018 - June 30, 2019

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ITEM 1. PROXY VOTING RECORD.




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

ICA File Number: 811-00859
Reporting Period: 07/01/2018 - 06/30/2019
Massachusetts Investors Growth Stock Fund









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


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 26, 2019   Meeting Type: Annual
Record Date:  FEB 27, 2019

#     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 Michelle A. Kumbier      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 Daniel J. Starks         For       For          Management
1.11  Elect Director John G. Stratton         For       For          Management
1.12  Elect Director Glenn F. Tilton          For       Withhold     Management
1.13  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
4     Require Independent Board Chairman      Against   Against      Shareholder


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ACCENTURE PLC

Ticker:       ACN            Security ID:  G1151C101
Meeting Date: FEB 01, 2019   Meeting Type: Annual
Record Date:  DEC 03, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jaime Ardila             For       For          Management
1b    Elect Director Herbert Hainer           For       For          Management
1c    Elect Director Marjorie Magner          For       For          Management
1d    Elect Director Nancy McKinstry          For       For          Management
1e    Elect Director David P. Rowland         For       For          Management
1f    Elect Director Gilles C. Pelisson       For       For          Management
1g    Elect Director Paula A. Price           For       For          Management
1h    Elect Director Venkata (Murthy)         For       For          Management
      Renduchintala
1i    Elect Director Arun Sarin               For       For          Management
1j    Elect Director Frank K. Tang            For       For          Management
1k    Elect Director Tracey T. Travis         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
4     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights
5     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights
6     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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ADIDAS AG

Ticker:       ADS            Security ID:  D0066B185
Meeting Date: MAY 09, 2019   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2018
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 3.35 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2018
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2018
5.1   Reelect Ian Gallienne to the            For       For          Management
      Supervisory Board
5.2   Reelect Herbert Kauffmann to the        For       For          Management
      Supervisory Board
5.3   Reelect Igor Landau to the Supervisory  For       For          Management
      Board
5.4   Reelect Kathrin Menges to the           For       For          Management
      Supervisory Board
5.5   Reelect Nassef Sawiris to the           For       For          Management
      Supervisory Board
5.6   Elect Thomas Rabe to the Supervisory    For       For          Management
      Board
5.7   Elect Bodo Uebber to the Supervisory    For       For          Management
      Board
5.8   Elect Jing Ulrich to the Supervisory    For       For          Management
      Board
6     Approve Creation of EUR 16 Million      For       For          Management
      Pool of Capital with Partial Exclusion
      of Preemptive Rights
7     Approve Cancellation of Conditional     For       For          Management
      Capital Authorization
8     Ratify KPMG AG as Auditors for Fiscal   For       For          Management
      2019


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ALIBABA GROUP HOLDING LTD.

Ticker:       BABA           Security ID:  01609W102
Meeting Date: OCT 31, 2018   Meeting Type: Annual
Record Date:  AUG 24, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Joseph C. Tsai as Director        For       For          Management
1.2   Elect J. Michael Evans as Director      For       For          Management
1.3   Elect Eric Xiandong Jing as Director    For       For          Management
1.4   Elect Borje E. Ekholm as Director       For       For          Management
2     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors


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ALPHABET INC.

Ticker:       GOOGL          Security ID:  02079K305
Meeting Date: JUN 19, 2019   Meeting Type: Annual
Record Date:  APR 22, 2019

#     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 John L. Hennessy         For       For          Management
1.4   Elect Director L. John Doerr            For       Withhold     Management
1.5   Elect Director Roger W. Ferguson, Jr.   For       For          Management
1.6   Elect Director Ann Mather               For       Withhold     Management
1.7   Elect Director Alan R. Mulally          For       For          Management
1.8   Elect Director Sundar Pichai            For       For          Management
1.9   Elect Director K. Ram Shriram           For       Withhold     Management
1.10  Elect Director Robin L. Washington      For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Adopt a Policy Prohibiting Inequitable  Against   For          Shareholder
      Employment Practices
6     Establish Societal Risk Oversight       Against   For          Shareholder
      Committee
7     Report on Sexual Harassment Policies    Against   For          Shareholder
8     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
9     Report on Gender Pay Gap                Against   For          Shareholder
10    Employ Advisors to Explore              Against   Against      Shareholder
      Alternatives to Maximize Value
11    Approve Nomination of Employee          Against   For          Shareholder
      Representative Director
12    Adopt Simple Majority Vote              Against   For          Shareholder
13    Assess Feasibility of Including         Against   For          Shareholder
      Sustainability as a Performance
      Measure for Senior Executive
      Compensation
14    Report on Human Rights Risk Assessment  Against   Against      Shareholder
15    Adopt Compensation Clawback Policy      Against   For          Shareholder
16    Report on Policies and Risks Related    Against   Against      Shareholder
      to Content Governance


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AMPHENOL CORP.

Ticker:       APH            Security ID:  032095101
Meeting Date: MAY 22, 2019   Meeting Type: Annual
Record Date:  MAR 25, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stanley L. Clark         For       For          Management
1.2   Elect Director John D. Craig            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 Robert A. Livingston     For       For          Management
1.6   Elect Director Martin H. Loeffler       For       For          Management
1.7   Elect Director R. Adam Norwitt          For       For          Management
1.8   Elect Director Diana G. Reardon         For       For          Management
1.9   Elect Director Anne Clarke Wolff        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     Reduce Ownership Threshold for          Against   For          Shareholder
      Shareholders to Call Special Meeting
5     Report on Human Rights Risks in         Against   For          Shareholder
      Operations and Supply Chain


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ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 13, 2019   Meeting Type: Annual
Record Date:  JAN 07, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ray Stata                For       For          Management
1b    Elect Director Vincent Roche            For       For          Management
1c    Elect Director James A. Champy          For       For          Management
1d    Elect Director Anantha P. Chandrakasan  For       For          Management
1e    Elect Director Bruce R. Evans           For       For          Management
1f    Elect Director Edward H. Frank          For       For          Management
1g    Elect Director Karen M. Golz            For       For          Management
1h    Elect Director Mark M. Little           For       For          Management
1i    Elect Director Neil Novich              For       For          Management
1j    Elect Director Kenton J. Sicchitano     For       For          Management
1k    Elect Director Lisa T. Su               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     Prepare Employment Diversity Report     Against   For          Shareholder
      and Report on Diversity Policies


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AON PLC

Ticker:       AON            Security ID:  G0408V102
Meeting Date: JUN 21, 2019   Meeting Type: Annual
Record Date:  APR 23, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jin-Yong Cai             For       For          Management
1.2   Elect Director Jeffrey C. Campbell      For       For          Management
1.3   Elect Director Gregory C. Case          For       For          Management
1.4   Elect Director Fulvio Conti             For       For          Management
1.5   Elect Director Cheryl A. Francis        For       For          Management
1.6   Elect Director Lester B. Knight         For       For          Management
1.7   Elect Director J. Michael Losh          For       For          Management
1.8   Elect Director Richard B. Myers         For       For          Management
1.9   Elect Director Richard C. Notebaert     For       For          Management
1.10  Elect Director Gloria Santona           For       For          Management
1.11  Elect Director Carolyn Y. Woo           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote to Ratify Directors'      For       For          Management
      Remuneration Report
4     Accept Financial Statements and         For       For          Management
      Statutory Reports
5     Ratify Ernst & Young LLP as Auditors    For       For          Management
6     Ratify Ernst & Young LLP as Aon's U.K.  For       For          Management
      Statutory Auditor
7     Authorize Board to Fix Remuneration of  For       For          Management
      Auditors
8     Amend Omnibus Stock Plan                For       For          Management
9     Approve Reduction of Capital            For       For          Management
10    Adopt New Articles of Association       For       For          Management
11    Authorize Shares for Market Purchase    For       For          Management
12    Authorize Issue of Equity               For       For          Management
13    Issue of Equity or Equity-Linked        For       For          Management
      Securities without Pre-emptive Rights
14    Approve Political Donations             For       For          Management


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APPLE, INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: MAR 01, 2019   Meeting Type: Annual
Record Date:  JAN 02, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James Bell               For       For          Management
1b    Elect Director Tim Cook                 For       For          Management
1c    Elect Director Al Gore                  For       For          Management
1d    Elect Director Bob Iger                 For       For          Management
1e    Elect Director Andrea Jung              For       For          Management
1f    Elect Director Art Levinson             For       For          Management
1g    Elect Director Ron Sugar                For       For          Management
1h    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     Proxy Access Amendments                 Against   For          Shareholder
5     Disclose Board Diversity and            Against   Against      Shareholder
      Qualifications


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AUTOZONE, INC.

Ticker:       AZO            Security ID:  053332102
Meeting Date: DEC 19, 2018   Meeting Type: Annual
Record Date:  OCT 22, 2018

#     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 Earl G. Graves, Jr.      For       For          Management
1.4   Elect Director Enderson Guimaraes       For       For          Management
1.5   Elect Director D. Bryan Jordan          For       For          Management
1.6   Elect Director Gale V. King             For       For          Management
1.7   Elect Director W. Andrew McKenna        For       For          Management
1.8   Elect Director George R. Mrkonic, Jr.   For       For          Management
1.9   Elect Director Luis P. Nieto            For       For          Management
1.10  Elect Director William C. Rhodes, III   For       For          Management
1.11  Elect Director Jill Ann Soltau          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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CHURCH & DWIGHT CO., INC.

Ticker:       CHD            Security ID:  171340102
Meeting Date: MAY 02, 2019   Meeting Type: Annual
Record Date:  MAR 05, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Bradley C. Irwin         For       For          Management
1b    Elect Director Penry W. Price           For       For          Management
1c    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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CIGNA CORPORATION

Ticker:       CI             Security ID:  125523100
Meeting Date: APR 24, 2019   Meeting Type: Annual
Record Date:  FEB 25, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David M. Cordani         For       For          Management
1.2   Elect Director William J. DeLaney       For       For          Management
1.3   Elect Director Eric J. Foss             For       For          Management
1.4   Elect Director Elder Granger            For       For          Management
1.5   Elect Director Isaiah Harris, Jr.       For       For          Management
1.6   Elect Director Roman Martinez, IV       For       For          Management
1.7   Elect Director Kathleen M. Mazzarella   For       For          Management
1.8   Elect Director Mark B. McClellan        For       For          Management
1.9   Elect Director John M. Partridge        For       For          Management
1.10  Elect Director William L. Roper         For       For          Management
1.11  Elect Director Eric C. Wiseman          For       For          Management
1.12  Elect Director Donna F. Zarcone         For       For          Management
1.13  Elect Director William D. Zollars       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
5     Report on Cyber Risk *Withdrawn         None      None         Shareholder
      Resolution*
6     Report on Gender Pay Gap                Against   For          Shareholder


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CME GROUP INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: MAY 08, 2019   Meeting Type: Annual
Record Date:  MAR 11, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Terrence A. Duffy        For       For          Management
1b    Elect Director Timothy S. Bitsberger    For       For          Management
1c    Elect Director Charles P. Carey         For       For          Management
1d    Elect Director Dennis H. Chookaszian    For       For          Management
1e    Elect Director Ana Dutra                For       For          Management
1f    Elect Director Martin J. Gepsman        For       For          Management
1g    Elect Director Larry G. Gerdes          For       For          Management
1h    Elect Director Daniel R. Glickman       For       For          Management
1i    Elect Director Daniel G. Kaye           For       For          Management
1j    Elect Director Phyllis M. Lockett       For       For          Management
1k    Elect Director Deborah J. Lucas         For       For          Management
1l    Elect Director Alex J. Pollock          For       Against      Management
1m    Elect Director Terry L. Savage          For       For          Management
1n    Elect Director William R. Shepard       For       For          Management
1o    Elect Director Howard J. Siegel         For       For          Management
1p    Elect Director Michael A. Spencer       For       For          Management
1q    Elect Director Dennis A. Suskind        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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CME GROUP, INC.

Ticker:       CME            Security ID:  12572Q105
Meeting Date: NOV 29, 2018   Meeting Type: Special
Record Date:  SEP 06, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Eliminate All or Some of the Class B    For       For          Management
      Election Rights


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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 04, 2019   Meeting Type: Annual
Record Date:  APR 08, 2019

#     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 John M. Dineen           For       For          Management
1e    Elect Director Francisco D'Souza        For       For          Management
1f    Elect Director John N. Fox, Jr.         For       For          Management
1g    Elect Director Brian Humphries          For       For          Management
1h    Elect Director John E. Klein            For       For          Management
1i    Elect Director Leo S. Mackay, Jr.       For       For          Management
1j    Elect Director Michael Patsalos-Fox     For       For          Management
1k    Elect Director Joseph M. Velli          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditor
4     Report on Political Contributions       Against   For          Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder


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COLGATE-PALMOLIVE COMPANY

Ticker:       CL             Security ID:  194162103
Meeting Date: MAY 10, 2019   Meeting Type: Annual
Record Date:  MAR 11, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Charles A. Bancroft      For       For          Management
1b    Elect Director John P. Bilbrey          For       For          Management
1c    Elect Director John T. Cahill           For       For          Management
1d    Elect Director Ian Cook                 For       For          Management
1e    Elect Director Lisa M. Edwards          For       For          Management
1f    Elect Director Helene D. Gayle          For       For          Management
1g    Elect Director C. Martin Harris         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
1k    Elect Director Noel R. Wallace          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


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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: JUN 05, 2019   Meeting Type: Annual
Record Date:  APR 05, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth J. Bacon         For       For          Management
1.2   Elect Director Madeline S. Bell         For       For          Management
1.3   Elect Director Sheldon M. Bonovitz      For       For          Management
1.4   Elect Director Edward D. Breen          For       For          Management
1.5   Elect Director Gerald L. Hassell        For       For          Management
1.6   Elect Director Jeffrey A. Honickman     For       For          Management
1.7   Elect Director Maritza G. Montiel       For       For          Management
1.8   Elect Director Asuka Nakahara           For       For          Management
1.9   Elect Director David C. Novak           For       For          Management
1.10  Elect Director Brian L. Roberts         For       For          Management
2     Ratify Deloitte & Touche LLP as Auditor For       For          Management
3     Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Require Independent Board Chairman      Against   For          Shareholder
6     Report on Lobbying Payments and Policy  Against   For          Shareholder


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COTY, INC.

Ticker:       COTY           Security ID:  222070203
Meeting Date: NOV 06, 2018   Meeting Type: Annual
Record Date:  SEP 12, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lambertus J.H. Becht     For       For          Management
1.2   Elect Director Sabine Chalmers          For       For          Management
1.3   Elect Director Joachim Faber            For       For          Management
1.4   Elect Director Olivier Goudet           For       For          Management
1.5   Elect Director Peter Harf               For       For          Management
1.6   Elect Director Paul S. Michaels         For       For          Management
1.7   Elect Director Camillo Pane             For       For          Management
1.8   Elect Director Erhard Schoewel          For       For          Management
1.9   Elect Director Robert 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


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DANAHER CORPORATION

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 07, 2019   Meeting Type: Annual
Record Date:  MAR 11, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald J. Ehrlich        For       For          Management
1.2   Elect Director Linda Hefner Filler      For       For          Management
1.3   Elect Director Thomas P. Joyce, Jr.     For       For          Management
1.4   Elect Director Teri List-Stoll          For       For          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       For          Management
1.9   Elect Director Alan G. Spoon            For       Against      Management
1.10  Elect Director Raymond C. Stevens       For       For          Management
1.11  Elect Director Elias A. Zerhouni        For       For          Management
2     Ratify Ernst & Young LLP as Auditor     For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   For          Shareholder


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ECOLAB INC.

Ticker:       ECL            Security ID:  278865100
Meeting Date: MAY 02, 2019   Meeting Type: Annual
Record Date:  MAR 05, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Douglas M. Baker, Jr.    For       For          Management
1b    Elect Director Shari L. Ballard         For       For          Management
1c    Elect Director Barbara J. Beck          For       For          Management
1d    Elect Director Leslie S. Biller         For       For          Management
1e    Elect Director Jeffrey M. Ettinger      For       For          Management
1f    Elect Director Arthur J. Higgins        For       Against      Management
1g    Elect Director Michael Larson           For       For          Management
1h    Elect Director David W. MacLennan       For       For          Management
1i    Elect Director Tracy B. McKibben        For       For          Management
1j    Elect Director Lionel L. Nowell, III    For       For          Management
1k    Elect Director Victoria J. Reich        For       For          Management
1l    Elect Director Suzanne M. Vautrinot     For       For          Management
1m    Elect Director John J. Zillmer          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     Require Independent Board Chairman      Against   Against      Shareholder


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ELANCO ANIMAL HEALTH INCORPORATED

Ticker:       ELAN           Security ID:  28414H103
Meeting Date: MAY 08, 2019   Meeting Type: Annual
Record Date:  MAR 22, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Kapila Kapur Anand       For       For          Management
1b    Elect Director John "J.P." P. Bilbrey   For       For          Management
1c    Elect Director R. David Hoover          For       Against      Management
1d    Elect Director Lawrence E. Kurzius      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     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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ELECTRONIC ARTS INC.

Ticker:       EA             Security ID:  285512109
Meeting Date: AUG 02, 2018   Meeting Type: Annual
Record Date:  JUN 08, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Leonard S. Coleman       For       For          Management
1b    Elect Director Jay C. Hoag              For       For          Management
1c    Elect Director Jeffrey T. Huber         For       For          Management
1d    Elect Director Lawrence F. Probst, III  For       For          Management
1e    Elect Director Talbott Roche            For       For          Management
1f    Elect Director Richard A. Simonson      For       For          Management
1g    Elect Director Luis A. Ubinas           For       For          Management
1h    Elect Director Heidi J. Ueberroth       For       For          Management
1i    Elect Director Andrew Wilson            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management


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ELI LILLY AND COMPANY

Ticker:       LLY            Security ID:  532457108
Meeting Date: MAY 06, 2019   Meeting Type: Annual
Record Date:  FEB 26, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ralph Alvarez            For       Against      Management
1b    Elect Director Carolyn R. Bertozzi      For       Against      Management
1c    Elect Director Juan R. Luciano          For       Against      Management
1d    Elect Director Kathi P. Seifert         For       Against      Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditor     For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Eliminate Supermajority Vote            For       For          Management
      Requirement
6     Report on Lobbying Payments and Policy  Against   For          Shareholder


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

EQUIFAX INC.

Ticker:       EFX            Security ID:  294429105
Meeting Date: MAY 02, 2019   Meeting Type: Annual
Record Date:  MAR 01, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mark W. Begor            For       For          Management
1b    Elect Director Mark L. Feidler          For       For          Management
1c    Elect Director G. Thomas Hough          For       For          Management
1d    Elect Director Robert D. Marcus         For       For          Management
1e    Elect Director Siri S. Marshall         For       For          Management
1f    Elect Director Scott A. McGregor        For       For          Management
1g    Elect Director John A. McKinley         For       For          Management
1h    Elect Director Robert W. Selander       For       For          Management
1i    Elect Director Elane B. Stock           For       For          Management
1j    Elect Director Heather H. Wilson        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


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

EXPERIAN PLC

Ticker:       EXPN           Security ID:  G32655105
Meeting Date: JUL 18, 2018   Meeting Type: Annual
Record Date:  JUL 16, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Elect Dr Ruba Borno as Director         For       For          Management
4     Re-elect Brian Cassin as Director       For       For          Management
5     Re-elect Caroline Donahue as Director   For       For          Management
6     Re-elect Luiz Fleury as Director        For       For          Management
7     Re-elect Deirdre Mahlan as Director     For       For          Management
8     Re-elect Lloyd Pitchford as Director    For       For          Management
9     Re-elect Don Robert as Director         For       For          Management
10    Re-elect Mike Rogers as Director        For       For          Management
11    Re-elect George Rose as Director        For       For          Management
12    Re-elect Paul Walker as Director        For       For          Management
13    Re-elect Kerry Williams as Director     For       For          Management
14    Reappoint KPMG LLP as Auditors          For       For          Management
15    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
16    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
17    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights in Connection with
      an Acquisition or Other Capital
      Investment
19    Authorise Market Purchase of Ordinary   For       For          Management
      Shares


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

EXPRESS SCRIPTS HOLDING CO.

Ticker:       ESRX           Security ID:  30219G108
Meeting Date: AUG 24, 2018   Meeting Type: Special
Record Date:  JUL 12, 2018

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


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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Ticker:       FIS            Security ID:  31620M106
Meeting Date: MAY 22, 2019   Meeting Type: Annual
Record Date:  APR 01, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ellen R. Alemany         For       For          Management
1b    Elect Director Keith W. Hughes          For       For          Management
1c    Elect Director David K. Hunt            For       For          Management
1d    Elect Director Stephan A. James         For       For          Management
1e    Elect Director Leslie M. Muma           For       For          Management
1f    Elect Director Alexander Navab          For       For          Management
1g    Elect Director Gary A. Norcross         For       For          Management
1h    Elect Director Louise M. Parent         For       For          Management
1i    Elect Director Brian T. Shea            For       For          Management
1j    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: APR 18, 2019   Meeting Type: Special
Record Date:  MAR 11, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Adjourn Meeting                         For       For          Management


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

FISERV, INC.

Ticker:       FISV           Security ID:  337738108
Meeting Date: MAY 22, 2019   Meeting Type: Annual
Record Date:  MAR 25, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alison Davis             For       For          Management
1.2   Elect Director Harry F. DiSimone        For       For          Management
1.3   Elect Director John Y. Kim              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 Jeffery W. Yabuki        For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
5     Report on Political Contributions       Against   For          Shareholder


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

FORTIVE CORPORATION

Ticker:       FTV            Security ID:  34959J108
Meeting Date: JUN 04, 2019   Meeting Type: Annual
Record Date:  APR 08, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Mitchell P. Rales        For       For          Management
1B    Elect Director Steven M. Rales          For       For          Management
1C    Elect Director Jeannine Sargent         For       For          Management
1D    Elect Director Alan G. Spoon            For       Against      Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Eliminate Supermajority Vote            For       For          Management
      Requirement


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

L'OREAL SA

Ticker:       OR             Security ID:  F58149133
Meeting Date: APR 18, 2019   Meeting Type: Annual/Special
Record Date:  APR 15, 2019

#     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 3.85 per Share and an
      Extra of EUR 0.38 per Share to Long
      Term Registered Shares
4     Elect Fabienne Dulac as Director        For       For          Management
5     Reelect Sophie Bellon as Director       For       For          Management
6     Approve Remuneration Policy of          For       For          Management
      Executive Corporate Officers
7     Approve Compensation of Jean-Paul       For       For          Management
      Agon, Chairman and CEO
8     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
9     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up a Maximum Nominal
      Share Capital value of EUR 156,911,062.
      56
10    Authorize Capitalization of Reserves    For       For          Management
      for Bonus Issue or Increase in Par
      Value
11    Authorize Capital Increase of up to 2   For       For          Management
      Percent of Issued Capital for
      Contributions in Kind
12    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
13    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans Reserved
      for Employees of International
      Subsidiaries
14    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

LVMH MOET HENNESSY LOUIS VUITTON SE

Ticker:       MC             Security ID:  F58485115
Meeting Date: APR 18, 2019   Meeting Type: Annual/Special
Record Date:  APR 15, 2019

#     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 6.00 per Share
4     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
5     Ratify Appointment of Sophie Chassat    For       For          Management
      as Director
6     Reelect Bernard Arnault as Director     For       For          Management
7     Reelect Sophie Chassat as Director      For       For          Management
8     Reelect Clara Gaymard as Director       For       For          Management
9     Reelect Hubert Vedrine as Director      For       For          Management
10    Elect Iris Knobloch as Director         For       For          Management
11    Appoint Yann Arthus-Bertrand as Censor  For       Against      Management
12    Approve Compensation of Bernard         For       Against      Management
      Arnault, Chairman and CEO
13    Approve Compensation of Antonio         For       Against      Management
      Belloni, Vice-CEO
14    Approve Remuneration Policy of CEO and  For       Against      Management
      Chairman
15    Approve Remuneration Policy of Vice-CEO For       Against      Management
16    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
17    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
18    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 50 Million for Bonus
      Issue or Increase in Par Value
19    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 50 Million
20    Authorize Issuance of Equity or         For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 50 Million
21    Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities for Qualified
      Investors, up to Aggregate Nominal
      Amount of EUR 50 Million
22    Authorize Board to Set Issue Price for  For       For          Management
      10 Percent Per Year of Issued Capital
      Pursuant to Issue Authority without
      Preemptive Rights
23    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
24    Authorize Capital Increase of Up to     For       Against      Management
      EUR 50 Million for Future Exchange
      Offers
25    Authorize Capital Increase of up to 10  For       Against      Management
      Percent of Issued Capital for
      Contributions in Kind
26    Authorize up to 1 Percent of Issued     For       Against      Management
      Capital for Use in Stock Option Plans
27    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
28    Set Total Limit for Capital Increase    For       For          Management
      to Result from All Issuance Requests
      at EUR 50 Million


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

LYONDELLBASELL INDUSTRIES N.V.

Ticker:       LYB            Security ID:  N53745100
Meeting Date: MAY 31, 2019   Meeting Type: Annual
Record Date:  MAY 03, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jacques Aigrain          For       For          Management
1b    Elect Director Lincoln Benet            For       For          Management
1c    Elect Director Jagjeet "Jeet" Bindra    For       For          Management
1d    Elect Director Robin Buchanan           For       For          Management
1e    Elect Director Stephen Cooper           For       For          Management
1f    Elect Director Nance Dicciani           For       For          Management
1g    Elect Director Claire Farley            For       For          Management
1h    Elect Director Isabella "Bella" Goren   For       For          Management
1i    Elect Director Michael Hanley           For       For          Management
1j    Elect Director Albert Manifold          For       For          Management
1k    Elect Director Bhavesh "Bob" Patel      For       For          Management
1l    Elect Director Rudy van der Meer        For       For          Management
2     Approve Discharge of Executive          For       For          Management
      Director and Prior Management Board
3     Approve Discharge of Non-Executive      For       For          Management
      Directors and Prior Supervisory Board
4     Adopt Financial Statements and          For       For          Management
      Statutory Reports
5     Ratify PricewaterhouseCoopers           For       For          Management
      Accountants N.V. as Auditors
6     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Approve Dividends of USD 4.00 Per Share For       For          Management
9     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
10    Amend Omnibus Stock Plan                For       For          Management


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

MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 25, 2019   Meeting Type: Annual
Record Date:  APR 26, 2019

#     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 David R. Carlucci        For       For          Management
1d    Elect Director Richard K. Davis         For       For          Management
1e    Elect Director Steven J. Freiberg       For       For          Management
1f    Elect Director Julius Genachowski       For       For          Management
1g    Elect Director Choon Phong Goh          For       Against      Management
1h    Elect Director Merit E. Janow           For       For          Management
1i    Elect Director Oki Matsumoto            For       Against      Management
1j    Elect Director Youngme Moon             For       For          Management
1k    Elect Director Rima Qureshi             For       For          Management
1l    Elect Director Jose Octavio Reyes       For       For          Management
      Lagunes
1m    Elect Director Gabrielle Sulzberger     For       For          Management
1n    Elect Director Jackson Tai              For       For          Management
1o    Elect Director Lance Uggla              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     Report on Gender Pay Gap                Against   For          Shareholder
5     Establish Human Rights Board Committee  Against   Against      Shareholder


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

METTLER-TOLEDO INTERNATIONAL INC.

Ticker:       MTD            Security ID:  592688105
Meeting Date: MAY 09, 2019   Meeting Type: Annual
Record Date:  MAR 11, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Spoerry        For       For          Management
1.2   Elect Director Wah-Hui Chu              For       Against      Management
1.3   Elect Director Olivier A. Filliol       For       For          Management
1.4   Elect Director Elisha W. Finney         For       Against      Management
1.5   Elect Director Richard Francis          For       For          Management
1.6   Elect Director Marco Gadola             For       Against      Management
1.7   Elect Director Michael A. Kelly         For       For          Management
1.8   Elect Director Thomas P. Salice         For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditor
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MICROSOFT CORP.

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 28, 2018   Meeting Type: Annual
Record Date:  SEP 26, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William H. Gates, III    For       For          Management
1.2   Elect Director Reid G. Hoffman          For       For          Management
1.3   Elect Director Hugh F. Johnston         For       For          Management
1.4   Elect Director Teri L. List-Stoll       For       For          Management
1.5   Elect Director Satya Nadella            For       For          Management
1.6   Elect Director Charles H. Noski         For       For          Management
1.7   Elect Director Helmut Panke             For       For          Management
1.8   Elect Director Sandra E. Peterson       For       For          Management
1.9   Elect Director Penny S. Pritzker        For       For          Management
1.10  Elect Director Charles W. Scharf        For       For          Management
1.11  Elect Director Arne M. Sorenson         For       For          Management
1.12  Elect Director John W. Stanton          For       For          Management
1.13  Elect Director John W. Thompson         For       For          Management
1.14  Elect Director Padmasree Warrior        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


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

MOODY'S CORPORATION

Ticker:       MCO            Security ID:  615369105
Meeting Date: APR 16, 2019   Meeting Type: Annual
Record Date:  FEB 22, 2019

#     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 Therese Esperdy          For       For          Management
1.4   Elect Director Vincent A. Forlenza      For       For          Management
1.5   Elect Director Kathryn M. Hill          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
1.10  Elect Director Gerrit Zalm              For       For          Management
2     Ratify KPMG LLP as Auditor              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 20, 2018   Meeting Type: Annual
Record Date:  JUL 20, 2018

#     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
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Report on Political Contributions       Against   For          Shareholder
      Disclosure
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

NORDSON CORP.

Ticker:       NDSN           Security ID:  655663102
Meeting Date: FEB 26, 2019   Meeting Type: Annual
Record Date:  JAN 02, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lee C. Banks             For       For          Management
1.2   Elect Director Randolph W. Carson       For       For          Management
1.3   Elect Director Victor L. Richey, Jr.    For       Withhold     Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PADDY POWER BETFAIR PLC

Ticker:       PPB            Security ID:  G68673113
Meeting Date: MAY 15, 2019   Meeting Type: Annual
Record Date:  MAY 13, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3     Approve Remuneration Report             For       For          Management
4     Elect Jonathan Hill as Director         For       For          Management
5a    Re-elect Jan Bolz as Director           For       For          Management
5b    Re-elect Zillah Byng-Thorne as Director For       For          Management
5c    Re-elect Michael Cawley as Director     For       For          Management
5d    Re-elect Ian Dyson as Director          For       For          Management
5e    Re-elect Peter Jackson as Director      For       For          Management
5f    Re-elect Gary McGann as Director        For       For          Management
5g    Re-elect Peter Rigby as Director        For       For          Management
5h    Re-elect Emer Timmons as Director       For       For          Management
6     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
7     Authorise the Company to Call General   For       For          Management
      Meeting with Two Weeks' Notice
8     Authorise Issue of Equity               For       For          Management
9     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
10    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
11    Authorise the Company to Determine the  For       For          Management
      Price Range at which Treasury Shares
      may be Re-issued Off-Market
12    Approve Change of Company Name to       For       For          Management
      Flutter Entertainment plc; Approve
      Amendments to the Memorandum and
      Articles of Association


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 01, 2019   Meeting Type: Annual
Record Date:  MAR 01, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Shona L. Brown           For       For          Management
1b    Elect Director Cesar Conde              For       For          Management
1c    Elect Director Ian Cook                 For       For          Management
1d    Elect Director Dina Dublon              For       For          Management
1e    Elect Director Richard W. Fisher        For       For          Management
1f    Elect Director Michelle Gass            For       For          Management
1g    Elect Director William R. Johnson       For       For          Management
1h    Elect Director Ramon Laguarta           For       For          Management
1i    Elect Director David C. Page            For       For          Management
1j    Elect Director Robert C. Pohlad         For       For          Management
1k    Elect Director Daniel Vasella           For       For          Management
1l    Elect Director Darren Walker            For       For          Management
1m    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     Eliminate Supermajority Vote            For       For          Management
      Requirement
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Pesticide Management          Against   Against      Shareholder


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

PPG INDUSTRIES, INC.

Ticker:       PPG            Security ID:  693506107
Meeting Date: APR 18, 2019   Meeting Type: Annual
Record Date:  FEB 22, 2019

#     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 Gary R. Heminger         For       For          Management
1.4   Elect Director Michael H. McGarry       For       For          Management
2.1   Elect Director Steven A. Davis          For       For          Management
2.2   Elect Director Catherine R. Smith       For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditor


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

RECKITT BENCKISER GROUP PLC

Ticker:       RB             Security ID:  G74079107
Meeting Date: MAY 09, 2019   Meeting Type: Annual
Record Date:  MAY 07, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Policy             For       For          Management
3     Approve Remuneration Report             For       For          Management
4     Approve Final Dividend                  For       For          Management
5     Re-elect Nicandro Durante as Director   For       For          Management
6     Re-elect Mary Harris as Director        For       For          Management
7     Re-elect Adrian Hennah as Director      For       For          Management
8     Re-elect Rakesh Kapoor as Director      For       For          Management
9     Re-elect Pam Kirby as Director          For       For          Management
10    Re-elect Chris Sinclair as Director     For       For          Management
11    Re-elect Warren Tucker as Director      For       For          Management
12    Elect Andrew Bonfield as Director       For       For          Management
13    Elect Mehmood Khan as Director          For       For          Management
14    Elect Elane Stock as Director           For       For          Management
15    Reappoint KPMG LLP as Auditors          For       For          Management
16    Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
17    Authorise EU Political Donations and    For       For          Management
      Expenditure
18    Authorise Issue of Equity               For       For          Management
19    Approve Deferred Bonus Plan             For       For          Management
20    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
21    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights in Connection with
      an Acquisition or Other Capital
      Investment
22    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
23    Authorise the Company to Call General   For       For          Management
      Meeting with Two Weeks' Notice


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 03, 2019   Meeting Type: Annual
Record Date:  FEB 13, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter L.S. Currie        For       For          Management
1b    Elect Director Miguel M. Galuccio       For       For          Management
1c    Elect Director Paal Kibsgaard           For       For          Management
1d    Elect Director Nikolay Kudryavtsev      For       For          Management
1e    Elect Director Tatiana A. Mitrova       For       For          Management
1f    Elect Director Indra K. Nooyi           For       For          Management
1g    Elect Director Lubna S. Olayan          For       For          Management
1h    Elect Director Mark G. Papa             For       For          Management
1i    Elect Director Leo Rafael Reif          For       For          Management
1j    Elect Director Henri Seydoux            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Adopt and Approve Financials and        For       For          Management
      Dividends
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Amend Non-Employee Director Restricted  For       For          Management
      Stock Plan


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

STARBUCKS CORP.

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 20, 2019   Meeting Type: Annual
Record Date:  JAN 10, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Rosalind G. Brewer       For       For          Management
1b    Elect Director Mary N. Dillon           For       Against      Management
1c    Elect Director Mellody Hobson           For       For          Management
1d    Elect Director Kevin R. Johnson         For       For          Management
1e    Elect Director Jorgen Vig Knudstorp     For       For          Management
1f    Elect Director Satya Nadella            For       For          Management
1g    Elect Director Joshua Cooper Ramo       For       For          Management
1h    Elect Director Clara Shih               For       For          Management
1i    Elect Director Javier G. Teruel         For       For          Management
1j    Elect Director Myron E. Ullman, III     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     Adopt a Policy on Board Diversity       Against   Against      Shareholder
5     Report on Sustainable Packaging         Against   For          Shareholder


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

TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD.

Ticker:       2330           Security ID:  874039100
Meeting Date: JUN 05, 2019   Meeting Type: Annual
Record Date:  APR 05, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Business Operations Report and  For       For          Management
      Financial Statements
2     Approve Plan on Profit Distribution     For       For          Management
3     Approve Amendments to Articles of       For       For          Management
      Association
4     Approve Amendments to Trading           For       For          Management
      Procedures Governing Derivatives
      Products and Procedures Governing the
      Acquisition or Disposal of Assets
5.1   Elect Moshe N. Gavrielov with ID No.    For       For          Management
      505930XXX as Independent Director


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

TEXAS INSTRUMENTS INCORPORATED

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 25, 2019   Meeting Type: Annual
Record Date:  FEB 25, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mark A. Blinn            For       For          Management
1b    Elect Director Todd M. Bluedorn         For       Against      Management
1c    Elect Director Janet F. Clark           For       For          Management
1d    Elect Director Carrie S. Cox            For       Against      Management
1e    Elect Director Martin S. Craighead      For       For          Management
1f    Elect Director Jean M. Hobby            For       For          Management
1g    Elect Director Ronald Kirk              For       For          Management
1h    Elect Director Pamela H. Patsley        For       For          Management
1i    Elect Director Robert E. Sanchez        For       For          Management
1j    Elect Director Richard K. 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


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

THE CHARLES SCHWAB CORPORATION

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 15, 2019   Meeting Type: Annual
Record Date:  MAR 18, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John K. Adams, Jr.       For       For          Management
1b    Elect Director Stephen A. Ellis         For       Against      Management
1c    Elect Director Arun Sarin               For       Against      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     Adopt Policy to Annually Disclose       Against   For          Shareholder
      EEO-1 Data


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

THE COOPER COS., INC.

Ticker:       COO            Security ID:  216648402
Meeting Date: MAR 18, 2019   Meeting Type: Annual
Record Date:  JAN 22, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. Thomas Bender         For       For          Management
1.2   Elect Director Colleen E. Jay           For       For          Management
1.3   Elect Director Michael H. Kalkstein     For       For          Management
1.4   Elect Director William A. Kozy          For       For          Management
1.5   Elect Director Jody S. Lindell          For       For          Management
1.6   Elect Director Gary S. Petersmeyer      For       For          Management
1.7   Elect Director Allan E. Rubenstein      For       For          Management
1.8   Elect Director Robert S. Weiss          For       For          Management
1.9   Elect Director Albert G. White, III     For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE ESTEE LAUDER COMPANIES, INC.

Ticker:       EL             Security ID:  518439104
Meeting Date: NOV 13, 2018   Meeting Type: Annual
Record Date:  SEP 14, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Rose Marie Bravo         For       For          Management
1.2   Elect Director Paul J. Fribourg         For       For          Management
1.3   Elect Director Irvine O. Hockaday, Jr.  For       For          Management
1.4   Elect Director Jennifer Hyman           For       For          Management
1.5   Elect Director Barry S. Sternlicht      For       Withhold     Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

THE SHERWIN-WILLIAMS COMPANY

Ticker:       SHW            Security ID:  824348106
Meeting Date: APR 17, 2019   Meeting Type: Annual
Record Date:  FEB 19, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kerrii B. Anderson       For       For          Management
1.2   Elect Director Arthur F. Anton          For       For          Management
1.3   Elect Director Jeff M. Fettig           For       For          Management
1.4   Elect Director David F. Hodnik          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 Michael H. Thaman        For       For          Management
1.11  Elect Director Matthew Thornton, III    For       For          Management
1.12  Elect Director Steven H. Wunning        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditor     For       For          Management


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

THE TJX COMPANIES, INC.

Ticker:       TJX            Security ID:  872540109
Meeting Date: JUN 04, 2019   Meeting Type: Annual
Record Date:  APR 08, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Zein Abdalla             For       For          Management
1.2   Elect Director Alan M. Bennett          For       For          Management
1.3   Elect Director Rosemary T. Berkery      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 Jackwyn L. Nemerov       For       For          Management
1.10  Elect Director John F. O'Brien          For       For          Management
1.11  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     Report on Gender, Race, or Ethnicity    Against   Against      Shareholder
      Pay Equity
5     Report on Prison Labor in Supply Chain  Against   For          Shareholder
6     Report on Human Rights Risks in         Against   For          Shareholder
      Operations and Supply Chain


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

THE TJX COS., INC.

Ticker:       TJX            Security ID:  872540109
Meeting Date: OCT 22, 2018   Meeting Type: Special
Record Date:  SEP 27, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Increase Authorized Common Stock        For       For          Management


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

THE WALT DISNEY CO.

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 07, 2019   Meeting Type: Annual
Record Date:  JAN 07, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Susan E. Arnold          For       For          Management
1b    Elect Director Mary T. Barra            For       For          Management
1c    Elect Director Safra A. Catz            For       For          Management
1d    Elect Director Francis A. deSouza       For       For          Management
1e    Elect Director Michael Froman           For       For          Management
1f    Elect Director Robert A. Iger           For       For          Management
1g    Elect Director Maria Elena Lagomasino   For       Against      Management
1h    Elect Director Mark G. Parker           For       For          Management
1i    Elect Director Derica W. Rice           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     Report on Lobbying Payments and Policy  Against   For          Shareholder
5     Assess Feasibility of Cyber Security    Against   Against      Shareholder
      and Data Privacy as a Performance
      Measure for Senior Executive
      Compensation


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

THE WALT DISNEY COMPANY

Ticker:       DIS            Security ID:  254687106
Meeting Date: JUL 27, 2018   Meeting Type: Special
Record Date:  MAY 29, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Adjourn Meeting                         For       For          Management


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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 22, 2019   Meeting Type: Annual
Record Date:  MAR 27, 2019

#     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 James C. Mullen          For       For          Management
1i    Elect Director Lars R. Sorensen         For       For          Management
1j    Elect Director Scott M. Sperling        For       For          Management
1k    Elect Director Elaine S. Ullian         For       For          Management
1l    Elect Director Dion J. Weisler          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditor


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

TWENTY-FIRST CENTURY FOX, INC.

Ticker:       FOXA           Security ID:  90130A101
Meeting Date: JUL 27, 2018   Meeting Type: Special
Record Date:  MAY 29, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Approve Distribution Agreement          For       For          Management


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

UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 16, 2019   Meeting Type: Annual
Record Date:  MAR 22, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Andrew H. Card, Jr.      For       For          Management
1b    Elect Director Erroll B. Davis, Jr.     For       For          Management
1c    Elect Director William J. DeLaney       For       For          Management
1d    Elect Director David B. Dillon          For       For          Management
1e    Elect Director Lance M. Fritz           For       For          Management
1f    Elect Director Deborah C. Hopkins       For       For          Management
1g    Elect Director Jane H. Lute             For       For          Management
1h    Elect Director Michael R. McCarthy      For       For          Management
1i    Elect Director Thomas F. McLarty, III   For       For          Management
1j    Elect Director Bhavesh V. Patel         For       For          Management
1k    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     Require Independent Board Chairman      Against   Against      Shareholder


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

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 29, 2019   Meeting Type: Annual
Record Date:  FEB 28, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Lloyd J. Austin, III     For       For          Management
1b    Elect Director Diane M. Bryant          For       For          Management
1c    Elect Director John V. Faraci           For       For          Management
1d    Elect Director Jean-Pierre Garnier      For       For          Management
1e    Elect Director Gregory J. Hayes         For       For          Management
1f    Elect Director Christopher J. Kearney   For       For          Management
1g    Elect Director Ellen J. Kullman         For       For          Management
1h    Elect Director Marshall O. Larsen       For       For          Management
1i    Elect Director Harold W. McGraw, III    For       For          Management
1j    Elect Director Margaret L. O'Sullivan   For       For          Management
1k    Elect Director Denise L. Ramos          For       For          Management
1l    Elect Director Fredric G. Reynolds      For       For          Management
1m    Elect Director Brian C. Rogers          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditor
4     Eliminate Supermajority Vote            For       For          Management
      Requirement to Approve Certain
      Business Combinations
5     Ratify The Reduced Ownership Threshold  For       For          Management
      to Call a Special Meeting


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

VERISK ANALYTICS, INC.

Ticker:       VRSK           Security ID:  92345Y106
Meeting Date: MAY 15, 2019   Meeting Type: Annual
Record Date:  MAR 18, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Scott G. Stephenson      For       For          Management
1.2   Elect Director Andrew G. Mills          For       For          Management
1.3   Elect Director Constantine P. Iordanou  For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte and Touche LLP as       For       For          Management
      Auditors


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

VISA, INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 29, 2019   Meeting Type: Annual
Record Date:  NOV 30, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Lloyd A. Carney          For       Against      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 John F. Lundgren         For       For          Management
1f    Elect Director Robert W. Matschullat    For       For          Management
1g    Elect Director Denise M. Morrison       For       For          Management
1h    Elect Director Suzanne Nora Johnson     For       For          Management
1i    Elect Director John A.C. Swainson       For       For          Management
1j    Elect Director Maynard G. Webb, 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


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

WATERS CORPORATION

Ticker:       WAT            Security ID:  941848103
Meeting Date: MAY 14, 2019   Meeting Type: Annual
Record Date:  MAR 20, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Linda Baddour            For       For          Management
1.2   Elect Director Michael J. Berendt       For       For          Management
1.3   Elect Director Edward Conard            For       For          Management
1.4   Elect Director Laurie H. Glimcher       For       For          Management
1.5   Elect Director Gary E. Hendrickson      For       For          Management
1.6   Elect Director Christopher A. Kuebler   For       For          Management
1.7   Elect Director Christopher J. O'Connell For       For          Management
1.8   Elect Director Flemming Ornskov         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
      Auditor
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ZOETIS INC.

Ticker:       ZTS            Security ID:  98978V103
Meeting Date: MAY 15, 2019   Meeting Type: Annual
Record Date:  MAR 21, 2019

#     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 Auditor              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):  David DiLorenzo*
                           -----------------------------------------
                           David DiLorenzo, President and Principal
                           Executive Officer

Date: August 28, 2019

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

*   Executed by Susan A. Pereira on behalf of David DiLorenzo pursuant to a
    Power of Attorney dated June 1, 2017. (1)

(1) Incorporated by reference to MFS Series Trust XIII (File Nos. 2-74959 and
    811-03327) Post-Effective Amendment No. 65 filed with the SEC via EDGAR on
    June 27, 2017 (accession number 0001104659-17-041693).