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

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY

INVESTMENT COMPANY ACT FILE NUMBER: 811-10401

NAME OF REGISTRANT:                     Trust for Professional Managers



ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 615 East Michigan Street
                                        Milwaukee, WI 53202

NAME AND ADDRESS OF AGENT FOR SERVICE:  Rachel Spearo
                                        U.S. Bancorp Fund Services,
                                        LLC
                                        615 East Michigan Street,
                                        2nd Floor
                                        Milwaukee, WI 53202

REGISTRANT'S TELEPHONE NUMBER:          414-765-5384

DATE OF FISCAL YEAR END:                02/28

DATE OF REPORTING PERIOD:               03/27/2013 - 06/30/2013


Aurora Horizons Fund
--------------------------------------------------------------------------------------------------------------------------
 BIOMERIEUX, MARCY L'ETOILE                                                                  Agenda Number:  704448895
--------------------------------------------------------------------------------------------------------------------------
        Security:  F1149Y109
    Meeting Type:  MIX
    Meeting Date:  29-May-2013
          Ticker:
            ISIN:  FR0010096479
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

CMMT   PLEASE NOTE IN THE FRENCH MARKET THAT THE                 Non-Voting
       ONLY VALID VOTE OPTIONS ARE "FOR" AND
       "AGAINST" A VOTE OF "ABSTAIN" WILL BE
       TREATED AS AN "AGAINST" VOTE

CMMT   THE FOLLOWING APPLIES TO NON-RESIDENT                     Non-Voting
       SHAREOWNERS ONLY: PROXY CARDS: VOTING
       INSTRUCTIONS WILL BE FORWARDED TO THE
       GLOBAL CUSTODIANS ON THE VOTE DEADLINE
       DATE. IN CAPACITY AS REGISTERED
       INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
       SIGN THE PROXY CARDS AND FORWARD THEM TO
       THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
       INFORMATION, PLEASE CONTACT YOUR CLIENT
       REPRESENTATIVE

CMMT   PLEASE NOTE THAT IMPORTANT ADDITIONAL                     Non-Voting
       MEETING INFORMATION IS AVAILABLE BY
       CLICKING ON THE MATERIAL URL LINK:
       https://balo.journal-officiel.gouv.fr/pdf/2
       013/0422/201304221301369.pdf. PLEASE NOTE
       THAT THIS IS A REVISION DUE TO RECEIPT OF
       ADDITIONAL URL:
       https://balo.journal-officiel.gouv.fr/pdf/2
       013/0506/201305061301908.pdf. IF YOU HAVE
       ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
       RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
       AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
       YOU.

O.1    Approval of the corporate financial                       Mgmt          For                            For
       statements for the financial year ended
       December 31, 2012. Approval of non-tax
       deductible expenses and expenditures
       pursuant to Article 39-4 of the General Tax
       Code

O.2    Discharge of duties to directors                          Mgmt          For                            For

O.3    Approval of the consolidated financial                    Mgmt          For                            For
       statements for the financial year ended
       December 31, 2012

O.4    Allocation of income for the financial year               Mgmt          For                            For
       ended December 31, 2012; dividend
       distribution

O.5    Acknowledgement of the continuation of                    Mgmt          For                            For
       regulated agreements entered into by the
       Company presented in the special report of
       the Statutory Auditors

O.6    Authorization granted to the Board of                     Mgmt          For                            For
       Directors to allow the Company to purchase
       its own shares up to the legal limit of 10%
       of its capital at the maximum purchase
       price not to exceed EUR 100 per share,
       excluding fees

E.7    Authorization granted to the Board of                     Mgmt          For                            For
       Directors to reduce share capital by
       cancellation of shares

E.8    Amendment to Article 14-II of the Bylaws of               Mgmt          For                            For
       the Company to specify that General Meeting
       may be held through videoconference or
       other telecommunication means

E.9    Amendment to Article 19 of the Bylaws of                  Mgmt          For                            For
       the Company to allow electronic voting

E.10   Authorization to be granted to the Board of               Mgmt          For                            For
       Directors for a 26-month period to increase
       share capital by issuing ordinary shares or
       securities giving access to capital of the
       Company or entitling to the allotment of
       debt securities while maintaining
       preferential subscription rights up to the
       limit of 35% of share capital and 500
       million for securities representing debts
       giving immediate or deferred access by any
       means to capital

E.11   Authorization to be granted to the Board of               Mgmt          For                            For
       Directors for a 26-month period to increase
       share capital by issuing ordinary shares or
       securities giving access to capital of the
       Company or entitling to the allotment of
       debt securities with cancellation of
       preferential subscription rights through
       public offering up to the limit of 35% of
       share capital and 500 million for
       securities representing debts giving
       immediate or deferred access by any means
       to capital

E.12   Authorization to be granted to the Board of               Mgmt          For                            For
       Directors for a 26-month period to increase
       share capital by issuing ordinary shares or
       securities giving access to capital of the
       Company or entitling to the allotment of
       debt securities with cancellation of
       preferential subscription rights through an
       offer pursuant to Article L.411-2, II,
       paragraph II of the Monetary and Financial
       Code up to the limit of 20% of share
       capital and 500 million for securities
       representing debts giving immediate or
       deferred access by any means to capital

E.13   Setting the issue price of ordinary shares                Mgmt          For                            For
       and/or any securities giving access to
       capital in case of cancellation of
       preferential subscription rights up to the
       annual limit of 10% of capital

E.14   Authorization to be granted to the Board of               Mgmt          For                            For
       Directors for a 26-month period to increase
       the number of share, equity securities or
       securities giving access to capital of the
       Company or entitling to the allotment of
       debt securities to be issued in case of
       capital increase with or without
       shareholders' preferential subscription
       rights up to the limit of 15% of the
       initial issuance and at the same price as
       the initial issuance

E.15   Authorization to be granted to the Board of               Mgmt          For                            For
       Directors for a 26-month period to increase
       share capital by issuing ordinary shares or
       securities giving access to capital of the
       Company with cancellation of preferential
       subscription rights, in consideration for
       in-kind contributions granted to the
       Company up to the limit of 10% of capital

E.16   Authorization to be granted to the Board of               Mgmt          For                            For
       Directors for a 26-month period to carry
       out a share capital increase reserved for
       employees who are members of a company
       savings plan with cancellation of
       preferential subscription rights

E.17   Authorization to be granted to the Board of               Mgmt          For                            For
       Directors for a 26-month period to increase
       share capital by incorporation of reserves,
       profits, premiums or other amounts

E.18   Overall limitation of authorizations                      Mgmt          For                            For

E.19   Authorization to be granted to the Board of               Mgmt          For                            For
       Directors for a 38-month period to carry
       out allocations of shares existing or to be
       issued with cancellation of shareholders'
       preferential subscription rights

E.20   Authorization to be granted to the Board of               Mgmt          For                            For
       Directors to use the delegations referred
       to under the 10th to 16th and 19th
       resolutions subject to their adoption
       during period of public offering

E.21   Powers to any bearer of an original of the                Mgmt          For                            For
       minutes of this meeting to carry out all
       legal formalities




--------------------------------------------------------------------------------------------------------------------------
 ELAN CORPORATION, PLC                                                                       Agenda Number:  933817578
--------------------------------------------------------------------------------------------------------------------------
        Security:  284131208
    Meeting Type:  Annual
    Meeting Date:  30-May-2013
          Ticker:  ELN
            ISIN:  US2841312083
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

O1     TO RECEIVE AND CONSIDER THE FINANCIAL                     Mgmt          Abstain
       STATEMENTS, DIRECTORS REPORT AND AUDITORS
       REPORT FOR THE YEAR ENDED 31 DECEMBER 2012.
O2     TO RECEIVE AND CONSIDER THE REPORT BY THE                 Mgmt          Abstain
       LEADERSHIP, DEVELOPMENT AND COMPENSATION
       COMMITTEE FOR THE YEAR ENDED 31 DECEMBER
       2012.

O3A    TO RE-ELECT MR. ROBERT INGRAM.                            Mgmt          Abstain

O3B    TO RE-ELECT MR. GARY KENNEDY.                             Mgmt          Abstain

O3C    TO RE-ELECT MR. PATRICK KENNEDY.                          Mgmt          Abstain

O3D    TO RE-ELECT MR. KELLY MARTIN.                             Mgmt          Abstain

O3E    TO RE-ELECT MR. KIERAN MCGOWAN.                           Mgmt          Abstain

O3F    TO RE-ELECT MR. KYRAN MCLAUGHLIN.                         Mgmt          Abstain

O3G    TO RE-ELECT MR. DONAL O'CONNOR.                           Mgmt          Abstain

O3H    TO RE-ELECT MR. RICHARD PILNIK.                           Mgmt          Abstain

O3I    TO RE-ELECT DR. ANDREW VON ESCHENBACH.                    Mgmt          Abstain

O4     TO AUTHORISE THE DIRECTORS TO FIX THE                     Mgmt          Abstain
       REMUNERATION OF THE AUDITORS.

O5     TO AUTHORISE THE DIRECTORS TO ALLOT AND                   Mgmt          Abstain
       ISSUE RELEVANT SECURITIES.

S6     TO AUTHORISE THE DISAPPLICATION OF                        Mgmt          Abstain
       PRE-EMPTION RIGHTS.

S7     TO REDUCE THE AUTHORISED BUT UN-ISSUED                    Mgmt          Abstain
       SHARE CAPITAL OF THE COMPANY, REGARDING THE
       "B" EXECUTIVE AND NON-VOTING EXECUTIVE
       SHARES, AND AMEND THE MEMORANDUM & ARTICLES
       OF ASSOCIATION ACCORDINGLY.

S8     TO AUTHORISE THE COMPANY TO MAKE MARKET                   Mgmt          Abstain
       PURCHASES OF ITS OWN SHARES.

S9     TO SET THE RE-ISSUE PRICE RANGE FOR                       Mgmt          Abstain
       TREASURY SHARES.

S10    TO RETAIN A 14 DAY NOTICE PERIOD FOR                      Mgmt          Abstain
       EXTRAORDINARY GENERAL MEETINGS.




--------------------------------------------------------------------------------------------------------------------------
 ELAN CORPORATION, PLC                                                                       Agenda Number:  933838661
--------------------------------------------------------------------------------------------------------------------------
        Security:  284131208
    Meeting Type:  Contested Special
    Meeting Date:  17-Jun-2013
          Ticker:  ELN
            ISIN:  US2841312083
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     TO AUTHORIZE THE COMPANY TO ENTER INTO THE                Mgmt          Against                        Against
       THERAVANCE TRANSACTION AS SET OUT IN THE
       CIRCULAR TO ELAN SHAREHOLDERS DATED 24 MAY
       2013.

2.     TO AUTHORIZE THE COMPANY TO ENTER INTO THE                Mgmt          Against                        Against
       AOP TRANSACTION AS SET OUT IN THE CIRCULAR
       TO ELAN SHAREHOLDERS DATED 24 MAY 2013.

3.     TO AUTHORIZE THE COMPANY TO ENTER INTO THE                Mgmt          Against                        Against
       ELND005 TRANSACTION AS SET OUT IN THE
       CIRCULAR TO ELAN SHAREHOLDERS DATED 24 MAY
       2013.

4.     TO AUTHORIZE THE COMPANY TO ENTER INTO THE                Mgmt          Against                        Against
       SHARE REPURCHASE PROGRAM AS SET OUT IN THE
       CIRCULAR TO ELAN SHAREHOLDERS DATED 24 MAY
       2013.




--------------------------------------------------------------------------------------------------------------------------
 FAR EAST HORIZON LTD, HONG KONG                                                             Agenda Number:  704482429
--------------------------------------------------------------------------------------------------------------------------
        Security:  Y24286109
    Meeting Type:  AGM
    Meeting Date:  14-Jun-2013
          Ticker:
            ISIN:  HK0000077468
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

CMMT   PLEASE NOTE IN THE HONG KONG MARKET THAT A                Non-Voting
       VOTE OF "ABSTAIN" WILL BE TREATED THE SAME
       AS A "TAKE NO ACTION" VOTE.

CMMT   PLEASE NOTE THAT THE COMPANY NOTICE AND                   Non-Voting
       PROXY FORM ARE AVAILABLE BY CLICKING ON THE
       URL LINKS:
       http://www.hkexnews.hk/listedco/listconews/
       sehk/2013/0503/LTN20130503820.pdf AND
       http://www.hkexnews.hk/listedco/listconews/
       sehk/2013/0503/LTN20130503787.pdf

1      To receive and consider the audited                       Mgmt          For                            For
       consolidated financial statements and the
       reports of the directors and auditors for
       the year ended 31 December 2012

2      To declare a final dividend in respect of                 Mgmt          For                            For
       the year ended 31 December 2012

3.a    To re-elect Mr. Liu Deshu as non-executive                Mgmt          For                            For
       director of the Company

3.b    To re-elect Mr. Cai Cunqiang as independent               Mgmt          For                            For
       non-executive director of the Company

3.c    To re-elect Mr. Han Xiaojing as independent               Mgmt          For                            For
       non-executive director of the Company

3.d    To re-elect Mr. Liu Jialin as independent                 Mgmt          For                            For
       non-executive director of the Company

3.e    To re-elect Mr. Yip Wai Ming as independent               Mgmt          For                            For
       non-executive director of the Company

3.f    To re-elect Mr. John Law as non-executive                 Mgmt          For                            For
       director of the Company

3.g    To re-elect Mr. Kuo Ming-Jian as                          Mgmt          For                            For
       non-executive director of the Company

3.h    To authorize the board of directors to fix                Mgmt          For                            For
       the remuneration of the directors of the
       Company

4      To re-appoint Ernst & Young as auditors and               Mgmt          For                            For
       to authorize the board of directors to fix
       their Remuneration

5      To give a general mandate to the directors                Mgmt          For                            For
       to repurchase shares of the Company not
       exceeding 10% of the issued share capital
       of the Company as at the date of this
       resolution

6      To give a general mandate to the directors                Mgmt          For                            For
       to issue additional shares of the Company
       not exceeding 20% of the issued share
       capital of the Company as at the date of
       this resolution

7      To extend the general mandate granted to                  Mgmt          For                            For
       the directors to issue additional shares of
       the Company by the aggregate nominal amount
       of the shares repurchased by the Company




--------------------------------------------------------------------------------------------------------------------------
 FIRST PACIFIC CO LTD                                                                        Agenda Number:  704455876
--------------------------------------------------------------------------------------------------------------------------
        Security:  G34804107
    Meeting Type:  AGM
    Meeting Date:  30-May-2013
          Ticker:
            ISIN:  BMG348041077
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

CMMT   PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED                 Non-Voting
       TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL
       RESOLUTIONS. THANK YOU.

CMMT   PLEASE NOTE THAT THE COMPANY NOTICE AND                   Non-Voting
       PROXY FORM ARE AVAILABLE BY CLICKING ON THE
       URL LINKS:
       http://www.hkexnews.hk/listedco/listconews/
       sehk/2013/0425/LTN20130425389.pdf AND
       http://www.hkexnews.hk/listedco/listconews/
       sehk/2013/0425/LTN20130425369.pdf

1      To receive and adopt the Audited Accounts                 Mgmt          For                            For
       and the Reports of the Directors and
       Independent Auditors for the year ended 31
       December 2012

2      To declare a final cash dividend of HK13.00               Mgmt          For                            For
       cents (US1.67 cents) per ordinary share for
       the year ended 31 December 2012
3      To re-appoint Ernst & Young as Independent                Mgmt          For                            For
       Auditors of the Company and to authorise
       the Board or its designated Board Committee
       to fix their remuneration

4i     To re-elect Mr. Manuel V. Pangilinan as the               Mgmt          For                            For
       Managing Director and CEO of the Company
       for a fixed term of approximately three
       years, commencing on the date of the AGM
       and expiring at the conclusion of the
       annual general meeting of the Company to be
       held in the third year following the year
       of his re-election (being 2016) ("a fixed
       3-year term")

4ii    To re-elect Prof. Edward K.Y. Chen as an                  Mgmt          For                            For
       Independent Non-executive Director of the
       Company for a fixed 3-year term

4iii   To re-elect Mrs. Margaret Leung Ko May Yee                Mgmt          For                            For
       as an Independent Non-executive Director of
       the Company for a fixed 3-year term

4iv    To re-elect Mr. Philip Fan Yan Hok as an                  Mgmt          For                            For
       Independent Non-executive Director of the
       Company for a fixed 3-year term

4v     To re-elect Mr. Edward A. Tortorici as an                 Mgmt          For                            For
       Executive Director of the Company for a
       fixed term of approximately two years,
       commencing on the date of the AGM and
       expiring at the conclusion of the annual
       general meeting of the Company to be held
       in the second year following the year of
       his re-election (being 2015)

4vi    To re-elect Mr. Tedy Djuhar as a                          Mgmt          For                            For
       Non-executive Director of the Company for a
       fixed term of approximately one year,
       commencing on the date of the AGM and
       expiring at the conclusion of the annual
       general meeting of the Company to be held
       one year following the year of his
       re-election (being 2014)

5      To authorise the Board or its designated                  Mgmt          For                            For
       Board committee to fix the remuneration of
       the Executive Directors pursuant to the
       Company's Bye-laws and to fix the
       remuneration of the Non-executive Directors
       (including the Independent Non-executive
       Directors) at the sum of USD 5,000 for each
       meeting attended

6      To authorise the Board to appoint                         Mgmt          For                            For
       additional directors as an addition to the
       Board

7      To grant a general mandate to the Directors               Mgmt          For                            For
       to allot, issue and deal with additional
       shares in the Company not exceeding 10% of
       the Company's issued share capital, as
       described in the AGM Notice

8      To grant a general mandate to the Directors               Mgmt          For                            For
       to exercise all the powers of the Company
       to repurchase shares in the Company not
       exceeding 10% of the Company's issued share
       capital, as described in the AGM Notice

9      To approve the addition of the aggregate                  Mgmt          For                            For
       nominal amount of shares repurchased
       pursuant to Resolution (8) above to the
       aggregate nominal amount of share capital
       which may be allotted and issued pursuant
       to Resolution (7) above

cmmt   PLEASE NOTE THAT THIS IS A REVISION DUE TO                Non-Voting
       CHANGE IN RECORD DATE. IF YOU HAVE ALREADY
       SENT IN YOUR VOTES, PLEASE DO NOT RETURN
       THIS PROXY FORM UNLESS YOU DECIDE TO AMEND
       YOUR ORIGINAL INSTRUCTIONS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 FRESENIUS SE & CO.KGAA, BAD HOMBURG V. D. HOEHE                                             Agenda Number:  704390347
--------------------------------------------------------------------------------------------------------------------------
        Security:  D27348123
    Meeting Type:  AGM
    Meeting Date:  17-May-2013
          Ticker:
            ISIN:  DE0005785604
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

       ACCORDING TO GERMAN LAW, IN CASE OF                       Non-Voting
       SPECIFIC CONFLICTS OF INTEREST IN
       CONNECTION WITH SPECIFIC ITEMS OF THE
       AGENDA FOR THE GENERAL MEETING YOU ARE NOT
       ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
       FURTHER, YOUR VOTING RIGHT MIGHT BE
       EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
       HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
       NOT COMPLIED WITH ANY OF YOUR MANDATORY
       VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
       GERMAN SECURITIES TRADING ACT (WHPG). FOR
       QUESTIONS IN THIS REGARD PLEASE CONTACT
       YOUR CLIENT SERVICE REPRESENTATIVE FOR
       CLARIFICATION. IF YOU DO NOT HAVE ANY
       INDICATION REGARDING SUCH CONFLICT OF
       INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
       PLEASE SUBMIT YOUR VOTE AS USUAL. THANK
       YOU.

       PLEASE NOTE THAT THE TRUE RECORD DATE FOR                 Non-Voting
       THIS MEETING IS  26.04.2013, WHEREAS THE
       MEETING HAS BEEN SETUP USING THE ACTUAL
       RECORD DATE - 1 BUSINESS DAY. THIS IS DONE
       TO ENSURE THAT ALL POSITIONS REPORTED ARE
       IN CONCURRENCE WITH THE GERMAN LAW. THANK
       YOU.

       COUNTER PROPOSALS MAY BE SUBMITTED UNTIL                  Non-Voting
       02.05.2013. FURTHER INFORMATION ON COUNTER
       PROPOSALS CAN BE FOUND DIRECTLY ON THE
       ISSUER'S WEBSITE (PLEASE REFER TO THE
       MATERIAL URL SECTION OF THE APPLICATION).
       IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL
       NEED TO REQUEST A MEETING ATTEND AND VOTE
       YOUR SHARES DIRECTLY AT THE COMPANY'S
       MEETING. COUNTER PROPOSALS CANNOT BE
       REFLECTED IN THE BALLOT ON PROXYEDGE.

1.     Presentation of the Annual Financial                      Mgmt          No vote
       Statements and the Consolidated Financial
       Statements each approved by the Supervisory
       Board, the Management Reports for Fresenius
       SE & Co. KGaA and the Group, the
       Explanatory Report of the General Partner
       on the Disclosures according to sec. 289
       paras. 4 and 5 and sec. 315 para. 4 German
       Commercial Code (Handelsgesetzbuch) and the
       Report of the Supervisory Board of
       Fresenius SE & Co. KGaA for the Financial
       Year 2012; Resolution on the Approval of
       the Annual Financial Statements of
       Fresenius SE & Co. KGaA for the Financial
       Year 2012

2.     Resolution on the Allocation of the                       Mgmt          No vote
       Distributable Profit

3.     Resolution on the Approval of the Actions                 Mgmt          No vote
       of the General Partner for the Fiscal Year
       2012

4.     Resolution on the Approval of the Actions                 Mgmt          No vote
       of the Supervisory Board for the Fiscal
       Year 2012

5.     Election of the Auditor and Group Auditor                 Mgmt          No vote
       for the Fiscal Year 2013: KPMG AG

6.     Resolution on the Approval of the Amended                 Mgmt          No vote
       System of Compensation of the Members of
       the Management Board of the General Partner

7.     Resolution on the Cancellation of the                     Mgmt          No vote
       Existing Authorized Capital I and on the
       Creation of a New Authorized Capital I and
       a Corresponding Amendment to the Articles
       of Association

8.     Resolutions on the Cancellation of a                      Mgmt          No vote
       Conditional Capital and on a Corresponding
       Amendment to the Articles of Association as
       well as on the Authorization for the
       Granting of Subscription Rights to
       Managerial Staff Members (Fuehrungskraefte)
       and Members of the Management of Fresenius
       SE & Co. KGaA or an Affiliated Company
       (Stock Option Program 2013) and on the
       creation of Conditional Capital to Provide
       for the Stock Option Program 2013 as well
       as on a Corresponding Amendment to the
       Articles of Association




--------------------------------------------------------------------------------------------------------------------------
 GENERAL MOTORS COMPANY                                                                      Agenda Number:  933803935
--------------------------------------------------------------------------------------------------------------------------
        Security:  37045V100
    Meeting Type:  Annual
    Meeting Date:  06-Jun-2013
          Ticker:  GM
            ISIN:  US37045V1008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1A.    ELECTION OF DIRECTOR: DANIEL F. AKERSON                   Mgmt          For                            For

1B.    ELECTION OF DIRECTOR: DAVID BONDERMAN                     Mgmt          For                            For

1C.    ELECTION OF DIRECTOR: ERROLL B. DAVIS, JR.                Mgmt          For                            For

1D.    ELECTION OF DIRECTOR: STEPHEN J. GIRSKY                   Mgmt          For                            For

1E.    ELECTION OF DIRECTOR: E. NEVILLE ISDELL                   Mgmt          For                            For

1F.    ELECTION OF DIRECTOR: ROBERT D. KREBS                     Mgmt          For                            For

1G.    ELECTION OF DIRECTOR: KATHRYN V. MARINELLO                Mgmt          For                            For

1H.    ELECTION OF DIRECTOR: MICHAEL G. MULLEN                   Mgmt          For                            For

1I.    ELECTION OF DIRECTOR: JAMES J. MULVA                      Mgmt          For                            For

1J.    ELECTION OF DIRECTOR: PATRICIA F. RUSSO                   Mgmt          For                            For

1K.    ELECTION OF DIRECTOR: THOMAS M. SCHOEWE                   Mgmt          For                            For

1L.    ELECTION OF DIRECTOR: THEODORE M. SOLSO                   Mgmt          For                            For

1M.    ELECTION OF DIRECTOR: CAROL M. STEPHENSON                 Mgmt          For                            For

1N.    ELECTION OF DIRECTOR: CYNTHIA A. TELLES                   Mgmt          For                            For

2.     RATIFICATION OF THE SELECTION OF DELOITTE &               Mgmt          For                            For
       TOUCHE LLP AS GM'S INDEPENDENT REGISTERED
       PUBLIC ACCOUNTING FIRM FOR 2013

3.     ADVISORY VOTE TO APPROVE EXECUTIVE                        Mgmt          For                            For
       COMPENSATION

4.     INDEPENDENT BOARD CHAIRMAN                                Shr           Against                        For

5.     EXECUTIVE STOCK RETENTION                                 Shr           Against                        For




--------------------------------------------------------------------------------------------------------------------------
 INGERSOLL-RAND PLC                                                                          Agenda Number:  933803339
--------------------------------------------------------------------------------------------------------------------------
        Security:  G47791101
    Meeting Type:  Annual
    Meeting Date:  06-Jun-2013
          Ticker:  IR
            ISIN:  IE00B6330302
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1A.    ELECTION OF DIRECTOR: ANN C. BERZIN                       Mgmt          For                            For

1B.    ELECTION OF DIRECTOR: JOHN BRUTON                         Mgmt          For                            For

1C.    ELECTION OF DIRECTOR: JARED L. COHON                      Mgmt          For                            For

1D.    ELECTION OF DIRECTOR: GARY D. FORSEE                      Mgmt          For                            For

1E.    ELECTION OF DIRECTOR: EDWARD E. HAGENLOCKER               Mgmt          For                            For

1F.    ELECTION OF DIRECTOR: CONSTANCE J. HORNER                 Mgmt          For                            For

1G.    ELECTION OF DIRECTOR: MICHAEL W. LAMACH                   Mgmt          For                            For

1H.    ELECTION OF DIRECTOR: THEODORE E. MARTIN                  Mgmt          For                            For

1I.    ELECTION OF DIRECTOR: NELSON PELTZ                        Mgmt          For                            For

1J.    ELECTION OF DIRECTOR: JOHN P. SURMA                       Mgmt          For                            For

1K.    ELECTION OF DIRECTOR: RICHARD J. SWIFT                    Mgmt          For                            For

1L.    ELECTION OF DIRECTOR: TONY L. WHITE                       Mgmt          For                            For

2.     ADVISORY APPROVAL OF THE COMPENSATION OF                  Mgmt          For                            For
       THE COMPANY'S NAMED EXECUTIVE OFFICERS.

3.     APPROVAL OF THE APPOINTMENT OF INDEPENDENT                Mgmt          For                            For
       AUDITORS OF THE COMPANY AND AUTHORIZATION
       OF THE AUDIT COMMITTEE OF THE BOARD OF
       DIRECTORS TO SET THE AUDITORS'
       REMUNERATION.

4.     APPROVAL OF THE COMPANY'S INCENTIVE STOCK                 Mgmt          For                            For
       PLAN OF 2013.

5.     AMENDMENT OF THE COMPANY'S ARTICLES OF                    Mgmt          For                            For
       ASSOCIATION TO GIVE THE BOARD OF DIRECTORS
       AUTHORITY TO DECLARE NON-CASH DIVIDENDS.

6.     APPROVAL OF A CAPITAL REDUCTION AND                       Mgmt          For                            For
       CREATION OF DISTRIBUTABLE RESERVES.

7.     AMENDMENT OF THE COMPANY'S ARTICLES OF                    Mgmt          For                            For
       ASSOCIATION TO EXPAND THE AUTHORITY TO
       EXECUTE INSTRUMENTS OF TRANSFER.

8.     AMENDMENT OF THE COMPANY'S ARTICLES OF                    Mgmt          For                            For
       ASSOCIATION TO PROVIDE FOR ESCHEATMENT IN
       ACCORDANCE WITH U.S. LAWS.




--------------------------------------------------------------------------------------------------------------------------
 JOHN WOOD GROUP PLC, ABERDEEN                                                               Agenda Number:  704423312
--------------------------------------------------------------------------------------------------------------------------
        Security:  G9745T118
    Meeting Type:  AGM
    Meeting Date:  15-May-2013
          Ticker:
            ISIN:  GB00B5N0P849
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1      To receive the Annual Report and Financial                Mgmt          For                            For
       Statements

2      To declare a final dividend                               Mgmt          For                            For

3      To approve the Directors' Remuneration                    Mgmt          For                            For
       Report

4      To re-elect Allister Langlands as a                       Mgmt          For                            For
       director

5      To re-elect Bob Keiller as a director                     Mgmt          For                            For

6      To re-elect Alan Semple as a director                     Mgmt          For                            For

7      To re-elect Mike Straughen as a director                  Mgmt          For                            For

8      To elect Mark Dobler as a director                        Mgmt          For                            For

9      To elect Robin Watson as a director                       Mgmt          For                            For

10     To re-elect Ian Marchant as a director                    Mgmt          For                            For

11     To re-elect Michel Contie as a director                   Mgmt          For                            For

12     To re-elect Neil Smith as a director                      Mgmt          For                            For

13     To re-elect Jeremy Wilson as a director                   Mgmt          For                            For

14     To re-elect David Woodward as a director                  Mgmt          For                            For

15     To elect Thomas Botts as a director                       Mgmt          For                            For

16     To elect Mary Shafer-Malicki as a director                Mgmt          For                            For

17     To re-appoint PricewaterhouseCoopers LLP as               Mgmt          For                            For
       auditors

18     To authorise the directors to fix the                     Mgmt          For                            For
       auditors' remuneration

19     To authorise the directors to allot shares                Mgmt          For                            For

20     To approve the Long Term Plan                             Mgmt          For                            For

21     To disapply pre-emption rights                            Mgmt          For                            For

22     To permit the Company to purchase its own                 Mgmt          For                            For
       shares

23     To authorise the Company to call general                  Mgmt          For                            For
       meetings on giving 14 days' notice to its
       shareholders




--------------------------------------------------------------------------------------------------------------------------
 KERRY GROUP PLC                                                                             Agenda Number:  704383708
--------------------------------------------------------------------------------------------------------------------------
        Security:  G52416107
    Meeting Type:  AGM
    Meeting Date:  01-May-2013
          Ticker:
            ISIN:  IE0004906560
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1      Report and Accounts                                       Mgmt          For                            For

2      Declaration of Dividend                                   Mgmt          For                            For

3      To re-elect Mr Sean Bugler                                Mgmt          For                            For
4.A    To re-elect Mr Denis Buckley                              Mgmt          For                            For

4.B    To re-elect Mr Gerry Behan                                Mgmt          For                            For

4.C    To re-elect Mr Kieran Breen                               Mgmt          For                            For

4.D    To re-elect Mr Denis Carroll                              Mgmt          For                            For

4.E    To re-elect Mr Michael Dowling                            Mgmt          For                            For

4.F    To re-elect Mr Patrick Flahive                            Mgmt          For                            For

4.G    To re-elect Ms Joan Garahy                                Mgmt          For                            For

4.H    To re-elect Mr Flor Healy                                 Mgmt          For                            For

4.I    To re-elect Mr James Kenny                                Mgmt          For                            For

4.J    To re-elect Mr Stan McCarthy                              Mgmt          For                            For

4.K    To re-elect Mr Brian Mehigan                              Mgmt          For                            For

4.L    To re-elect Mr Gerard O'Hanlon                            Mgmt          For                            For

4.M    To re-elect Mr Michael Teahan                             Mgmt          For                            For

4.N    To re-elect Mr Philip Toomey                              Mgmt          For                            For

4.O    To re-elect Mr Denis Wallis                               Mgmt          For                            For

5      Remuneration of Auditors                                  Mgmt          For                            For

6      Remuneration Report                                       Mgmt          For                            For

7      Section 20 Authority                                      Mgmt          For                            For

8      Disapplication of Section 23                              Mgmt          For                            For

9      To authorise company to make market                       Mgmt          For                            For
       purchases of its own shares

10     Adoption of Kerry Group plc 2013 Long Term                Mgmt          For                            For
       Incentive Plan

11     To approve the proposed amendment to the                  Mgmt          For                            For
       Articles of Association




--------------------------------------------------------------------------------------------------------------------------
 LIBERTY MEDIA CORPORATION                                                                   Agenda Number:  933802286
--------------------------------------------------------------------------------------------------------------------------
        Security:  531229102
    Meeting Type:  Annual
    Meeting Date:  04-Jun-2013
          Ticker:  LMCA
            ISIN:  US5312291025
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     DIRECTOR
       JOHN C. MALONE                                            Mgmt          For                            For
       ROBERT R. BENNETT                                         Mgmt          For                            For
       M. IAN G. GILCHRIST                                       Mgmt          For                            For

2.     A PROPOSAL TO ADOPT THE LIBERTY MEDIA                     Mgmt          For                            For
       CORPORATION 2013 INCENTIVE PLAN.

3.     A PROPOSAL TO ADOPT THE LIBERTY MEDIA                     Mgmt          For                            For
       CORPORATION 2013 NONEMPLOYEE DIRECTOR
       INCENTIVE PLAN.

4.     A PROPOSAL TO RATIFY THE SELECTION OF KPMG                Mgmt          For                            For
       LLP AS OUR INDEPENDENT AUDITORS FOR THE
       FISCAL YEAR ENDING DECEMBER 31, 2013.




--------------------------------------------------------------------------------------------------------------------------
 NEWS CORPORATION                                                                            Agenda Number:  100000142
--------------------------------------------------------------------------------------------------------------------------
        Security:  65249B109
    Meeting Type:  Annual and Special
    Meeting Date:  11-Jun-2013
          Ticker:  NWSA
            ISIN:
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1      Amend Certificate of Incorporation                        Mgmt          For                            For
       Clarifying the Ability to Make
       Distributions in Comparable Securities in
       Connection with Separation Transactions

2      Amend Certificate of Incorporation Allowing               Mgmt          For                            For
       for Certain Distributions on
       Subsidiary-owned Shares and the Creation of
       Additional Subsidiary-owned Shares




--------------------------------------------------------------------------------------------------------------------------
 ROYAL DUTCH SHELL PLC, LONDON                                                               Agenda Number:  704450535
--------------------------------------------------------------------------------------------------------------------------
        Security:  G7690A100
    Meeting Type:  AGM
    Meeting Date:  21-May-2013
          Ticker:
            ISIN:  GB00B03MLX29
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1      Adoption of Annual Report and Accounts                    Mgmt          For                            For

2      Approval of Remuneration Report                           Mgmt          For                            For

3      Re-appointment of Josef Ackermann as a                    Mgmt          For                            For
       Director of the Company

4      Re-appointment of Guy Elliott as a Director               Mgmt          For                            For
       of the Company

5      Re-appointment of Simon Henry as a Director               Mgmt          For                            For
       of the Company

6      Re-appointment of Charles O Holliday as a                 Mgmt          For                            For
       Director of the Company

7      Re-appointment of Gerard Kleisterlee as a                 Mgmt          For                            For
       Director of the Company

8      Re-appointment of Jorma Ollila as a                       Mgmt          For                            For
       Director of the Company

9      Re-appointment of Sir Nigel Sheinwald as a                Mgmt          For                            For
       Director of the Company

10     Re-appointment of Linda G Stuntz as a                     Mgmt          For                            For
       Director of the Company

11     Re-appointment of Peter Voser as a Director               Mgmt          For                            For
       of the Company

12     Re-appointment of Hans Wijers as a Director               Mgmt          For                            For
       of the Company

13     Re-appointment of Gerrit Zalm as a Director               Mgmt          For                            For
       of the Company

14     Re-appointment of Auditors:                               Mgmt          For                            For
       PricewaterhouseCoopers LLP

15     Remuneration of Auditors                                  Mgmt          For                            For

16     Authority to allot shares                                 Mgmt          For                            For

17     Disapplication of pre-emption rights                      Mgmt          For                            For

18     Authority to purchase own shares                          Mgmt          For                            For

19     Authority for certain donations and                       Mgmt          For                            For
       expenditure

CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO                Non-Voting
       RECEIPT OF AUDITOR NAME AND CHANGE IN
       MEETING TIME FROM 0900HRS TO 10.00HRS. IF
       YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
       DO NOT RETURN THIS PROXY FORM UNLESS YOU
       DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
       THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 SERCO GROUP PLC                                                                             Agenda Number:  704409160
--------------------------------------------------------------------------------------------------------------------------
        Security:  G80400107
    Meeting Type:  AGM
    Meeting Date:  15-May-2013
          Ticker:
            ISIN:  GB0007973794
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1      To receive the Annual Report and Accounts                 Mgmt          For                            For
       for the year ended 31 Dec 12

2      To approve the Directors Remuneration                     Mgmt          For                            For
       Report for the year ended 31 December 2012
3      To declare a final dividend on the ordinary               Mgmt          For                            For
       shares of the Company

4      To elect Malcolm Wyman as a Non-Executive                 Mgmt          For                            For
       Director

5      To re-elect Alastair Lyons as a                           Mgmt          For                            For
       Non-Executive Director

6      To re-elect Christopher Hyman as an                       Mgmt          For                            For
       Executive Director

7      To re-elect Andrew Jenner as an Executive                 Mgmt          For                            For
       Director

8      To re-elect Ralph D Crosby Jr as a                        Mgmt          For                            For
       Non-Executive Director

9      To re-elect Angie Risley as a Non-Executive               Mgmt          For                            For
       Director

10     To reappoint Deloitte LLP as auditor of the               Mgmt          For                            For
       Company

11     That the Directors be authorised to agree                 Mgmt          For                            For
       the remuneration of the auditor

12     To authorise the Company to make market                   Mgmt          For                            For
       purchases of its own shares within the
       meaning of Section 693 4 of the Companies
       Act 2006

13     To authorise the Directors to allot                       Mgmt          For                            For
       relevant securities in accordance with the
       Company's Articles of Association

14     To disapply statutory pre-emption rights                  Mgmt          For                            For

15     To authorise the Company or any company                   Mgmt          For                            For
       which is or becomes its subsidiary during
       the period to which this resolution has
       effect to make political donations

16     That a general meeting other than an annual               Mgmt          For                            For
       general meeting may be called on not less
       than 14 days clear notice

CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO                Non-Voting
       MODIFICATION IN THE TEXT OF RESOLUTION 1.
       IF YOU HAVE ALREADY SENT IN YOUR VOTES,
       PLEASE DO NOT RETURN THIS PROXY FORM UNLESS
       YOU DECIDE TO AMEND YOUR ORIGINAL
       INSTRUCTIONS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 SPRINT NEXTEL CORPORATION                                                                   Agenda Number:  100000141
--------------------------------------------------------------------------------------------------------------------------
        Security:  85207U105
    Meeting Type:  Annual and Special
    Meeting Date:  25-Jun-2013
          Ticker:  S
            ISIN:
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1      Approve Merger Agreement                                  Mgmt          For                            For

2      Advisory Vote on Golden Parachutes                        Mgmt          For                            For

3      Adjourn Meeting                                           Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 SUBSEA 7 SA, LUXEMBOURG                                                                     Agenda Number:  704581669
--------------------------------------------------------------------------------------------------------------------------
        Security:  L8882U106
    Meeting Type:  AGM
    Meeting Date:  28-Jun-2013
          Ticker:
            ISIN:  LU0075646355
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1      To consider (i) the management reports of                 Mgmt          For                            For
       the board of directors of the company in
       respect of the statutory and consolidated
       financial statements of the company and
       (ii) the reports of Deloitte S.A.,
       Luxembourg, authorised statutory auditor on
       the statutory financial statements and the
       consolidated financial statements of the
       company for the fiscal year 2012

2      To approve the statutory financial                        Mgmt          For                            For
       statements of the company for the fiscal
       year 2012

3      To approve the consolidated financial                     Mgmt          For                            For
       statements of the company for the fiscal
       year 2012

4      To approve the allocation of results                      Mgmt          For                            For
       including the payment of a dividend of the
       company for the fiscal year 2012, as
       recommended by the board of directors of
       the company, namely a dividend of USD 0.60
       per common share, payable on July 12, 2013
       to shareholders (and on July 18, 2013 to
       shareholders of ADSS) record as of 5 July,
       2013

5      To discharge the directors of the company                 Mgmt          For                            For
       in respect of the proper performance of
       their duties for the fiscal year ended
       December 31, 2012

6      To elect Deloitte S.A., Luxembourg as                     Mgmt          For                            For
       authorised statutory auditor to audit the
       statutory and consolidated financial
       statements of the company, for a term to
       expire at the next annual general meeting
       of shareholders

7      To approve the recommendation of the board                Mgmt          For                            For
       of directors of the company to adopt the
       2013 Subsea 7 S.A. long term incentive plan

8      To re-elect Mr Allen Stevens as a director                Mgmt          For                            For
       or the company to hold office until the
       annual general meeting of shareholders to
       be held in 2015 or until his successor has
       been duly elected

9      To re-elect Mr Dod Fraser as a director of                Mgmt          For                            For
       the company to hold office until the annual
       general meeting of shareholders to be held
       in 2015 or until his successor has been
       duly elected




--------------------------------------------------------------------------------------------------------------------------
 TELEPERFORMANCE, PARIS                                                                      Agenda Number:  704414161
--------------------------------------------------------------------------------------------------------------------------
        Security:  F9120F106
    Meeting Type:  MIX
    Meeting Date:  30-May-2013
          Ticker:
            ISIN:  FR0000051807
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

CMMT   PLEASE NOTE IN THE FRENCH MARKET THAT THE                 Non-Voting
       ONLY VALID VOTE OPTIONS ARE "FOR" AND
       "AGAINST" A VOTE OF "ABSTAIN" WILL BE
       TREATED AS AN "AGAINST" VOTE.

CMMT   THE FOLLOWING APPLIES TO NON-RESIDENT                     Non-Voting
       SHAREOWNERS ONLY: PROXY CARDS: VOTING
       INSTRUCTIONS WILL BE FORWARDED TO THE
       GLOBAL CUSTODIANS ON THE VOTE DEADLINE
       DATE. IN CAPACITY AS REGISTERED
       INTERMEDIARY, THE GLOBAL CUSTODIANS WILL
       SIGN THE PROXY CARDS AND FORWARD THEM TO
       THE LOCAL CUSTODIAN. IF YOU REQUEST MORE
       INFORMATION, PLEASE CONTACT YOUR CLIENT
       REPRESENTATIVE

CMMT   PLEASE NOTE THAT IMPORTANT ADDITIONAL                     Non-Voting
       MEETING INFORMATION IS AVAILABLE BY
       CLICKING ON THE MATERIAL URL LINK:
       https://balo.journal-officiel.gouv.fr/pdf/2
       013/0412/201304121301273.pdf. PLEASE NOTE
       THAT THIS IS A REVISION DUE TO RECEIPT OF
       ADDITIONAL URL:
       https://balo.journal-officiel.gouv.fr/pdf/2
       013/0513/201305131302051.pdf. IF YOU HAVE
       ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
       RETURN THIS PROXY FORM UNLESS YOU DECIDE TO
       AMEND YOUR ORIGINAL INSTRUCTIONS. THANK
       YOU.

O.1    Approval of the annual corporate financial                Mgmt          For                            For
       statements for the financial year ended
       December 31, 2012

O.2    Approval of the consolidated financial                    Mgmt          For                            For
       statements for the financial year ended
       December 31, 2012
O.3    Allocation of income for the financial year               Mgmt          For                            For
       - setting the dividend and the payment date

O.4    Option for the payment of dividend in cash                Mgmt          For                            For
       or in shares

O.5    Special report of the Statutory Auditors on               Mgmt          For                            For
       the regulated agreements and commitments -
       Absence of new agreement

O.6    Ratification of the temporary appointment                 Mgmt          For                            For
       of Mrs. Emily Abrera as Board Member

O.7    Renewal of term of Mrs. Emily Abrera as                   Mgmt          For                            For
       Board Member

O.8    Renewal of term of Mr. Alain Boulet as                    Mgmt          For                            For
       Board Member

O.9    Renewal of term of Mr. Bernard Canetti as                 Mgmt          For                            For
       Board Member

O.10   Renewal of term of Mr. Robert Paszczak as                 Mgmt          For                            For
       Board Member

O.11   Renewal of term of Mr. Mario Sciacca as                   Mgmt          For                            For
       Board Member

O.12   Renewal of term of Mr. Stephen Winningham                 Mgmt          For                            For
       as Board Member

O.13   Appointment of Paulo Cesar Salles Vasques                 Mgmt          For                            For
       as new Board Member

O.14   Setting the amount of attendance allowances               Mgmt          For                            For
       allocated to the Board members

O.15   Authorization to be granted to the Board of               Mgmt          For                            For
       Directors to allow the Company to
       repurchase its own shares pursuant to
       Article L.225-209 of the Commercial Code,
       duration of the authorization, purpose ,
       terms, ceiling)

E.16   Authorization granted to the Board of                     Mgmt          For                            For
       Directors to cancel shares held by the
       Company, within the limit of 10% of the
       capital per period of 24 months

E.17   Delegation of authority to the Board of                   Mgmt          For                            For
       Directors to increase share capital by
       incorporation of premiums, reserves,
       profits or other amounts, duration of
       delegation, maximum nominal amount of the
       capital increase, outcome of fractional
       shares

E.18   Delegation of authority to be granted to                  Mgmt          For                            For
       the Board of Directors to issue common
       shares and/or securities giving access to
       the capital whose primary security is not a
       debt security (of the Company or a
       subsidiary), with preferential subscription
       rights maintained, duration of the
       delegation, maximum nominal amount of the
       capital increase, ability to offer
       unsubscribed securities to the public

E.19   Delegation of authority to be granted to                  Mgmt          For                            For
       the Board of Directors to issue securities
       giving access to the capital (of the
       Company or a subsidiary) with cancellation
       of preferential subscription right, and a
       mandatory priority period via public
       offering, duration of the delegation,
       maximum nominal amount of the capital
       increase, issue price, ability to limit the
       amount of subscriptions or to distribute
       unsubscribed to securities

E.20   Authorization to increase the amount of                   Mgmt          For                            For
       issuances in case of surplus demands

E.21   Authorization to be granted to the Board of               Mgmt          For                            For
       Directors to allocate free shares existing
       and/or to be issued to employees and/or
       some corporate officers of the Company or
       affiliated companies, waiver by the
       shareholders of their preferential
       subscription rights, duration of the
       authorization, ceiling, length of the
       vesting, including in case of invalidity,
       and required holding periods

E.22   Delegation of authority to the Board of                   Mgmt          For                            For
       Directors to carry out capital increases,
       with cancellation of preferential
       subscription right, in favor of members of
       a company or group savings plan, duration
       of the delegation, maximum nominal amount
       of the capital increase, issue price

E.23   Introducing statuary thresholds crossing in               Mgmt          For                            For
       the bylaws-Consequential amendment to
       Article 11 of bylaws of the Company

E.24   Reducing the minimum number of Board                      Mgmt          For                            For
       members provided in the
       bylaws-Consequential amendment to Article
       14 of the bylaws of the Company

E.25   Modification of age limit regulations                     Mgmt          For                            For
       applicable to Board members-Consequential
       amendment to Paragraph 5 of Article 14 of
       the bylaws of the Company

E.26   Modification of Board members' term of                    Mgmt          For                            For
       office-Consequential amendment to Paragraph
       3 of Article 14 of the bylaws of the
       Company

E.27   Introducing the possibility of offering                   Mgmt          For                            For
       shareholders the option to pay dividends in
       shares in the bylaws - Consequential
       amendment to Article 32 of the bylaws of
       the Company

E.28   Introducing the possibility of voting via                 Mgmt          For                            For
       videoconferencing or telecommunicating
       means in the bylaws-Consequential amendment
       to Articles 25 and 26.2 of the bylaws of
       the Company

E.29   Harmonization of the bylaws of the Company                Mgmt          For                            For

E.30   Powers for formalities                                    Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 TW TELECOM INC.                                                                             Agenda Number:  933805648
--------------------------------------------------------------------------------------------------------------------------
        Security:  87311L104
    Meeting Type:  Annual
    Meeting Date:  07-Jun-2013
          Ticker:  TWTC
            ISIN:  US87311L1044
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     DIRECTOR
       GREGORY J. ATTORRI                                        Mgmt          For                            For
       SPENCER B. HAYS                                           Mgmt          For                            For
       LARISSA L. HERDA                                          Mgmt          For                            For
       KEVIN W. MOONEY                                           Mgmt          For                            For
       KIRBY G. PICKLE                                           Mgmt          For                            For
       ROSCOE C. YOUNG, II                                       Mgmt          For                            For

2.     RATIFICATION OF APPOINTMENT OF ERNST &                    Mgmt          For                            For
       YOUNG LLP TO SERVE AS INDEPENDENT
       REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013.

3.     ADVISORY VOTE TO APPROVE EXECUTIVE                        Mgmt          For                            For
       COMPENSATION.

4.     STOCKHOLDER PROPOSAL TO ESTABLISH A POLICY                Shr           Against                        For
       REQUIRING THAT OUR CHAIRMAN BE AN
       INDEPENDENT DIRECTOR WHO HAS NOT PREVIOUSLY
       SERVED AS ONE OF OUR EXECUTIVE OFFICERS.




--------------------------------------------------------------------------------------------------------------------------
 VIRGIN MEDIA INC                                                                            Agenda Number:  933821678
--------------------------------------------------------------------------------------------------------------------------
        Security:  92769L101
    Meeting Type:  Special
    Meeting Date:  04-Jun-2013
          Ticker:  VMED
            ISIN:  US92769L1017
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management

1.     PROPOSAL TO ADOPT THE MERGER AGREEMENT,                   Mgmt          For                            For
       DATED AS OF FEBRUARY 5, 2013, AS AMENDED
       FROM TIME TO TIME, WITH LIBERTY GLOBAL,
       INC. AND CERTAIN AFFILIATES.

2.     PROPOSAL TO APPROVE, ON AN ADVISORY                       Mgmt          For                            For
       NON-BINDING BASIS, THE COMPENSATION THAT
       MAY BE PAID OR BECOME PAYABLE TO VIRGIN
       MEDIA'S NAMED EXECUTIVE OFFICERS IN
       CONNECTION WITH THE VIRGIN MEDIA MERGERS
       PROVIDED FOR IN THE MERGER AGREEMENT.

3.     PROPOSAL TO ADJOURN THE SPECIAL MEETING TO                Mgmt          For                            For
       A LATER DATE IF THERE ARE INSUFFICIENT
       VOTES TO APPROVE PROPOSAL 1 AT THE TIME OF
       THE SPECIAL MEETING.



* Management position unknown


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)         Trust for Professional Managers
By (Signature)       /s/ John Buckel
Name                 John Buckel
Title                President
Date                 08/29/2013

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