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March 1, 2018 Massachusetts Financial Services Company, MFS Institutional Advisors, Inc., MFS International (UK) Limited, MFS Heritage Trust Company, MFS Investment Management (Canada) Limited, MFS Investment Management Company (Lux) S.à r.l., MFS International Singapore Pte. Ltd., MFS Investment Management K.K., MFS International Australia Pty. Ltd.; and MFS' other subsidiaries that perform discretionary investment management activities (collectively, "MFS") have adopted proxy voting policies and procedures, as set forth below ("MFS Proxy Voting Policies and Procedures"), with respect to securities owned by the clients for which MFS serves as investment adviser and has the power to vote proxies, including the pooled investment vehicles sponsored by MFS (the "MFS Funds"). References to "clients" in these policies and procedures include the MFS Funds and other clients of MFS, such as funds organized offshore, sub-advised funds and separate account clients, to the extent these clients have delegated to MFS the responsibility to vote proxies on their behalf under the MFS Proxy Voting Policies and Procedures.
The MFS Proxy Voting Policies and Procedures include:
A. Voting Guidelines B. Administrative Procedures C. Records Retention; and D. Reports
1. General Policy; Potential Conflicts of Interest
MFS' policy is that proxy voting decisions are made in what MFS believes to be the best long-term economic interests of MFS' clients, and not in the interests of any other party or in MFS' corporate interests, including interests such as the distribution of MFS Fund shares and institutional client relationships.
MFS reviews corporate governance issues and proxy voting matters that are presented for shareholder vote by either management or shareholders of public companies. Based on the overall principle that all votes cast by MFS on behalf of its clients must be in what MFS believes to be the best long-term economic interests of such clients, MFS has adopted proxy voting guidelines, set forth below, that govern how MFS generally will vote on specific matters presented for shareholder vote.
As a general matter, MFS votes consistently on similar proxy proposals across all shareholder meetings. However, some proxy proposals, such as certain excessive executive compensation, environmental, social and governance matters, are analyzed on a case-by-case basis in light of all the relevant facts and circumstances of the proposal. Therefore, MFS may vote similar proposals differently at different shareholder meetings based on the specific facts and circumstances of the issuer or the terms of the proposal. In addition, MFS also reserves the right to override the guidelines with respect to a particular proxy proposal when such an override is, in MFS' best judgment, consistent with the overall principle of voting proxies in the best long-term economic interests of MFS' clients.
MFS also generally votes consistently on the same matter when securities of an issuer are held by multiple client accounts, unless MFS has received explicit voting instructions to vote differently from a client for its own account. From time to time, MFS may also receive comments on the MFS Proxy Voting Policies and Procedures from its clients. These comments are carefully considered by MFS when it reviews these guidelines and revises them as appropriate in MFS's sole judgement.
These policies and procedures are intended to address any potential material conflicts of interest on the part of MFS or its subsidiaries that are likely to arise in connection with the voting of proxies on behalf of MFS' clients. If such potential material conflicts of interest do arise, MFS will analyze, document and report on such potential material conflicts of interest (see Sections B.2 and D below), and shall ultimately vote the relevant proxies in what MFS believes to be the best long-term economic interests of its clients. The MFS Proxy Voting Committee is responsible for monitoring and reporting with respect to such potential material conflicts of interest.
MFS is also a signatory to the Principles for Responsible investment. In developing these guidelines, MFS considered environmental, social and corporate governance issues in light of MFS' fiduciary obligation to vote proxies in the best long-term economic interest of its clients.
2. MFS' Policy on Specific Issues
Election of Directors
MFS believes that good governance should be based on a board with at least a simple majority of directors who are "independent" of management, and whose key committees (e.g., compensation, nominating, and audit committees) consist entirely of "independent" directors. While MFS generally supports the board's nominees in uncontested or non-contentious elections, we will not support a nominee to a board of a U.S. issuer (or issuer listed on a U.S. exchange) if, as a result of such nominee being elected to the board, the board would consist of a simple majority of members who are not "independent" or, alternatively, the compensation, nominating (including instances in which the full board serves as the compensation or nominating committee) or audit committees would include members who are not "independent."
MFS will also not support a nominee to a board if we can determine that he or she attended less than 75% of the board and/or relevant committee meetings in the previous year without a valid reason stated in the proxy materials or other company communications. In addition, MFS may not support some or all nominees standing for re-election to a board if we can determine: (1) the board or its compensation committee has re-priced or exchanged underwater stock options since the last annual meeting of shareholders and without shareholder approval; (2) the board or relevant committee has not taken adequately responsive action to an issue that received majority support or opposition from shareholders; (3) the board has implemented a poison pill without shareholder approval since the last annual meeting and such poison pill is not on the subsequent shareholder meeting's agenda, (including those related to net-operating loss carry-forwards); (4) the board or relevant committee has failed to adequately oversee risk by allowing the hedging and/or significant pledging of company shares by executives; or (5) there are governance concerns with a director or issuer.
MFS also believes that a well-balanced board with diverse perspectives is a foundation for sound corporate governance. MFS will generally vote against the chair of the nominating & governance committee at any U.S. company whose board is comprised of less than 10% female directors. MFS may consider, among other factors, whether the company is transitioning towards increased board gender diversity in determining MFS' final voting decision.
For directors who are not a CEO of a public company, MFS will vote against a nominee who serves on more than four (4) public company boards in total, and for a director who is also a CEO of a public company, MFS will vote against a nominee who serves on more than two (2) public-company boards in total. MFS may consider exceptions to this policy if (i) the director exceeds the permitted number of public company board seats solely due to either his/her board service on an affiliated company (e.g., a subsidiary), or service on more than one investment company within the same investment company complex complex (as defined by applicable law). With respect to a director who serves as a CEO of a public company, MFS will support his or her re-election to the board of the company for which he or she serves as CEO.
MFS may not support certain board nominees of U.S. issuers under certain circumstances where MFS deems compensation to be egregious due to pay-for-performance issues and/or poor pay practices. Please see the section below titled "MFS' Policy on Specific Issues - Advisory Votes on Executive Compensation" for further details.
MFS evaluates a contested or contentious election of directors on a case-by-case basis considering the long-term financial performance of the company relative to its industry, management's track record, the qualifications of all nominees, and an evaluation of what each side is offering shareholders.
Majority Voting and Director Elections
MFS votes for reasonably crafted proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors (including binding resolutions requesting that the board amend the company's bylaws), provided the proposal includes a carve-out for a plurality voting standard when there are more director nominees than board seats (e.g., contested elections) ("Majority Vote Proposals").
Classified Boards
MFS generally supports proposals to declassify a board (i.e.; a board in which only one-third of board members is elected each year) for all issuers other than for certain closed-end investment companies. MFS generally opposes proposals to classify a board for issuers other than for certain closed-end investment companies.
Proxy Access
MFS believes that the ability of qualifying shareholders to nominate a certain number of directors on the company's proxy statement ("Proxy Access") may have corporate governance benefits. However, such potential benefits must be balanced by its potential misuse by shareholders. Therefore, we support Proxy Access proposals at U.S. issuers that establish an ownership criteria of 3% of the company held continuously for a period of 3 years. In our view, such qualifying shareholders should have the ability to nominate at least 2 directors. Companies should be mindful of imposing any undue impediments within its bylaws that may render Proxy Access impractical, including re-submission thresholds for director nominees via Proxy Access.
MFS analyzes all other proposals seeking Proxy Access on a case-by-case basis. In its analysis, MFS will consider the proposed ownership criteria for qualifying shareholders (such as ownership threshold and holding period) as well as the proponent's rationale for seeking Proxy Access
Stock Plans
MFS opposes stock option programs and restricted stock plans that provide unduly generous compensation for officers, directors or employees, or that could result in excessive dilution to other shareholders. As a general guideline, MFS votes against restricted stock, stock option, non-employee director, omnibus stock plans and any other stock plan if all such plans for a particular company involve potential dilution, in the aggregate, of more than 15%. However, MFS will also vote against stock plans that involve potential dilution, in aggregate, of more than 10% at U.S. issuers that are listed in the Standard and Poor's 100 index as of December 31 of the previous year. in the cases where a stock plan amendment is seeking qualitative changes and not additional shares, MFS will vote its shares on a case-by-case basis.
MFS also opposes stock option programs that allow the board or the compensation committee to re-price underwater options or to automatically replenish shares without shareholder approval. MFS also votes against stock option programs for officers, employees or non-employee directors that do not require an investment by the optionee, that give "free rides" on the stock price, or that permit grants of stock options with an exercise price below fair market value on the date the options are granted. MFS will consider proposals to exchange existing options for newly issued options, restricted stock or cash on a case-by-case basis, taking into account certain factors, including, but not limited to, whether there is a reasonable value-for-value exchange and whether senior executives are excluded from participating in the exchange.
MFS supports the use of a broad-based employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and do not result in excessive dilution.
Shareholder Proposals on Executive Compensation
MFS believes that competitive compensation packages are necessary to attract, motivate and retain executives. However, MFS also recognizes that certain executive compensation practices can be "excessive" and not in the best, long-term economic interest of a company's shareholders. We believe that the election of an issuer's board of directors (as outlined above), votes on stock plans (as outlined above) and advisory votes on pay (as outlined below) are typically the most effective mechanisms to express our view on a company's compensation practices.
MFS generally opposes shareholder proposals that seek to set rigid restrictions on executive compensation as MFS believes that compensation committees should retain some flexibility to determine the appropriate pay package for executives. Although we support linking executive stock option grants to a company's performance, MFS also opposes shareholder proposals that mandate a link of performance-based pay to a specific metric. MFS generally supports reasonably crafted shareholder proposals that (i) require the issuer to adopt a policy to recover the portion of performance-based bonuses and awards paid to senior executives that were not earned based upon a significant negative restatement of earnings unless the company already has adopted a satisfactory policy on the matter, (ii) expressly prohibit the backdating of stock options, and (iii) prohibit the acceleration of vesting of equity awards upon a broad definition of a "change-in-control" (e.g.; single or modified single-trigger).
Advisory Votes on Executive Compensation
MFS will analyze advisory votes on executive compensation on a case-by-case basis. MFS will vote against an issuer's executive compensation practices if MFS determines that such practices are excessive or include incentive metrics or structures that are poorly aligned with the best, long-term economic interest of a company's shareholders. MFS will vote in favor of executive compensation practices if MFS has not determined that these practices are excessive or that the practices include incentive metrics or structures that are poorly aligned with the best, long-term economic interest of a company's shareholders. Examples of excessive executive compensation practices or poorly aligned incentives may include, but are not limited to, a pay-for-performance disconnect, a set of incentive metrics or a compensation plan structure that MFS believes may lead to a future pay-for-performance disconnect, employment contract terms such as guaranteed bonus provisions, unwarranted pension payouts, backdated stock options, overly generous hiring bonuses for chief executive officers, significant perquisites, or the potential reimbursement of excise taxes to an executive in regards to a severance package. In cases where MFS (i) votes against consecutive advisory pay votes, or (ii) determines that a particularly egregious excessive executive compensation practice has occurred, then MFS may also vote against certain or all board nominees. MFS may also vote against certain or all board nominees if an advisory pay vote for a U.S. issuer is not on the agenda, or the company has not implemented the advisory vote frequency supported by a plurality/ majority of shareholders.
MFS generally supports proposals to include an advisory shareholder vote on an issuer's executive compensation practices on an annual basis.
"Golden Parachutes"
From time to time, MFS may evaluate a separate, advisory vote on severance packages or "golden parachutes" to certain executives at the same time as a vote on a proposed merger or acquisition. MFS will support an advisory vote on a severance package on a case-by-case basis, and MFS may vote against the severance package regardless of whether MFS supports the proposed merger or acquisition.
Shareholders of companies may also submit proxy proposals that would require shareholder approval of severance packages for executive officers that exceed certain predetermined thresholds. MFS votes in favor of such shareholder proposals when they would require shareholder approval of any severance package for an executive officer that exceeds a certain multiple of such officer's annual compensation that is not determined in MFS' judgment to be excessive.
Anti-Takeover Measures
In general, MFS votes against any measure that inhibits capital appreciation in a stock, including proposals that protect management from action by shareholders. These types of proposals take many forms, ranging from "poison pills" and "shark repellents" to super-majority requirements.
MFS generally votes for proposals to rescind existing "poison pills" and proposals that would require shareholder approval to adopt prospective "poison pills," unless the company already has adopted a clearly satisfactory policy on the matter. MFS may consider the adoption of a prospective "poison pill" or the continuation of an existing "poison pill" if we can determine that the following two conditions are met: (1) the "poison pill" allows MFS clients to hold an aggregate position of up to 15% of a company's total voting securities (and of any class of voting securities); and (2) either (a) the "poison pill" has a term of not longer than five years, provided that MFS will consider voting in favor of the "poison pill" if the term does not exceed seven years and the "poison pill" is linked to a business strategy or purpose that MFS believes is likely to result in greater value for shareholders; or (b) the terms of the "poison pill" allow MFS clients the opportunity to accept a fairly structured and attractively priced tender offer (e.g. a "chewable poison pill" that automatically dissolves in the event of an all cash, all shares tender offer at a premium price). MFS will also consider on a case-by-case basis proposals designed to prevent tenders which are disadvantageous to shareholders such as tenders at below market prices and tenders for substantially less than all shares of an issuer.
MFS will consider any poison pills designed to protect a company's net-operating loss carryforwards on a case-by-case basis, weighing the accounting and tax benefits of such a pill against the risk of deterring future acquisition candidates.
Proxy Contests
From time to time, a shareholder may express alternative points of view in terms of a company's strategy, capital allocation, or other issues. Such shareholder may also propose a slate of director nominees different than the slate of director nominees proposed by the company (a "Proxy Contest"). MFS will analyze Proxy Contests on a case-by-case basis, taking into consideration the track record and current recommended initiatives of both company management and the dissident shareholder(s). Like all of our proxy votes, MFS will support the slate of director nominees that we believe is in the best, long-term economic interest of our clients
Reincorporation and Reorganization Proposals
When presented with a proposal to reincorporate a company under the laws of a different state, or to effect some other type of corporate reorganization, MFS considers the underlying purpose and ultimate effect of such a proposal in determining whether or not to support such a measure. MFS generally votes with management in regards to these types of proposals, however, if MFS believes the proposal is in the best long-term economic interests of its clients, then MFS may vote against management (e.g. the intent or effect would be to create additional inappropriate impediments to possible acquisitions or takeovers).
Issuance of Stock
There are many legitimate reasons for the issuance of stock. Nevertheless, as noted above under "Stock Plans," when a stock option plan (either individually or when aggregated with other plans of the same company) would substantially dilute the existing equity (e.g. by approximately 10-15% as described above), MFS generally votes against the plan. In addition, MFS typically votes against proposals where management is asking for authorization to issue common or preferred stock with no reason stated (a "blank check") because the unexplained authorization could work as a potential anti-takeover device. MFS may also vote against the authorization or issuance of common or preferred stock if MFS determines that the requested authorization is excessive or not warranted.
Repurchase Programs
MFS supports proposals to institute share repurchase plans in which all shareholders have the opportunity to participate on an equal basis. Such plans may include a company acquiring its own shares on the open market, or a company making a tender offer to its own shareholders.
Cumulative Voting
MFS opposes proposals that seek to introduce cumulative voting and for proposals that seek to eliminate cumulative voting. In either case, MFS will consider whether cumulative voting is likely to enhance the interests of MFS' clients as minority shareholders.
Written Consent and Special Meetings
The right to call a special meeting or act by written consent can be a powerful tool for shareholders. As such, MFS supports proposals requesting the right for shareholders who hold at least 10% of the issuer's outstanding stock to call a special meeting. MFS also supports proposals requesting the right for shareholders to act by written consent.
Independent Auditors
MFS believes that the appointment of auditors for U.S. issuers is best left to the board of directors of the company and therefore supports the ratification of the board's selection of an auditor for the company. Some shareholder groups have submitted proposals to limit the non-audit activities of a company's audit firm or prohibit any non-audit services by a company's auditors to that company. MFS opposes proposals recommending the prohibition or limitation of the performance of non-audit services by an auditor, and proposals recommending the removal of a company's auditor due to the performance of non-audit work for the company by its auditor. MFS believes that the board, or its audit committee, should have the discretion to hire the company's auditor for specific pieces of non-audit work in the limited situations permitted under current law.
Other Business
MFS generally votes against "other business" proposals as the content of any such matter is not known at the time of our vote.
Adjourn Shareholder Meeting
MFS generally supports proposals to adjourn a shareholder meeting if we support the other ballot items on the meeting's agenda. MFS generally votes against proposals to adjourn a meeting if we do not support the other ballot items on the meeting's agenda.
Environmental, Social and Governance ("ESG") Issue
MFS believes that a company's ESG practices may have an impact on the company's long-term economic financial performance and will generally support proposals relating to ESG issues that MFS believes are in the best long-term economic interest of the company's shareholders. For those ESG proposals for which a specific policy has not been adopted, MFS considers such ESG proposals on a case-by-case basis. As a result, it may vote similar proposals differently at various shareholder meetings based on the specific facts and circumstances of such proposal.
MFS generally supports proposals that seek to remove governance structures that insulate management from shareholders (i.e., anti-takeover measures) or that seek to enhance shareholder rights. Many of these governance-related issues, including compensation issues, are outlined within the context of the above guidelines. in addition, MFS typically supports proposals that require an issuer to reimburse successful dissident shareholders (who are not seeking control of the company) for reasonable expenses that such dissident incurred in soliciting an alternative slate of director candidates. MFS also generally supports reasonably crafted shareholder proposals requesting increased disclosure around the company's use of collateral in derivatives trading. MFS typically supports proposals for an independent board chairperson. However, we may not support such proposals if we determine there to be an appropriate and effective counter-balancing leadership structure in place (e.g.; a strong, independent lead director with an appropriate level of powers and duties). For any governance-related proposal for which an explicit guideline is not provided above, MFS will consider such proposals on a case by case basis and will support such proposals if MFS believes that it is in the best long-term economic interest of the company's shareholders.
MFS generally supports proposals that request disclosure on the impact of environmental issues on the company's operations, sales, and capital investments. However, MFS may not support such proposals based on the facts and circumstances surrounding a specific proposal, including, but not limited to, whether (i) the proposal is unduly costly, restrictive, or burdensome, (ii) the company already provides publicly-available information that is sufficient to enable shareholders to evaluate the potential opportunities and risks that environmental matters pose to the company's operations, sales and capital investments, or (iii) the proposal seeks a level of disclosure that exceeds that provided by the company's industry peers. MFS will analyze all other environmental proposals on a case-by-case basis and will support such proposals if MFS believes such proposal is in the best long-term economic interest of the company's shareholders.
MFS will analyze social proposals on a case-by-case basis. MFS will support such proposals if MFS believes that such proposal is in the best long-term economic interest of the company's shareholders. Generally, MFS will support shareholder proposals that (i) seek to amend a company's equal employment opportunity policy to prohibit discrimination based on sexual orientation and gender identity; and (ii) request additional disclosure regarding a company's political contributions (including trade organizations and lobbying activity) (unless the company already provides publicly-available information that is sufficient to enable shareholders to evaluate the potential opportunities and risks that such contributions pose to the company's operations, sales and capital investments).
The laws of various states or countries may regulate how the interests of certain clients subject to those laws (e.g. state pension plans) are voted with respect to social issues. Thus, it may be necessary to cast ballots differently for certain clients than MFS might normally do for other clients.
Foreign Issuers
MFS generally supports the election of a director nominee standing for re-election in uncontested or non-contentious elections unless it can be determined that (1) he or she failed to attend at least 75% of the board and/or relevant committee meetings in the previous year without a valid reason given in the proxy materials; (2) since the last annual meeting of shareholders and without shareholder approval, the board or its compensation committee has re-priced underwater stock options; or (3) since the last annual meeting, the board has either implemented a poison pill without shareholder approval or has not taken responsive action to a majority shareholder approved resolution recommending that the "poison pill" be rescinded. in such circumstances, we will vote against director nominee(s). Also, certain markets outside of the U.S. have adopted best practice guidelines relating to corporate governance matters (e.g. the United Kingdom's and Japan Corporate Governance Codes). Many of these guidelines operate on a "comply or explain" basis. As such, MFS will evaluate any explanations by companies relating to their compliance with a particular corporate governance guideline on a case-by-case basis and may vote against the board nominees or other relevant ballot item if such explanation is not satisfactory. In some circumstances, MFS may submit a vote to abstain from certain director nominees or the relevant ballot items if we have concerns with the nominee or ballot item, but do not believe these concerns rise to the level where a vote against is warranted.
MFS generally supports the election of auditors, but may determine to vote against the election of a statutory auditor in certain markets if MFS reasonably believes that the statutory auditor is not truly independent.
Some international markets have also adopted mandatory requirements for all companies to hold shareholder votes on executive compensation. MFS will vote against such proposals if MFS determines that a company's executive compensation practices are excessive, considering such factors as the specific market's best practices that seek to maintain appropriate pay-for-performance alignment and to create long-term shareholder value. We may alternatively submit an abstention vote on such proposals in circumstances where our executive compensation concerns are not as severe.
Many other items on foreign proxies involve repetitive, non-controversial matters that are mandated by local law. Accordingly, the items that are generally deemed routine and which do not require the exercise of judgment under these guidelines (and therefore voted with management) for foreign issuers include, but are not limited to, the following: (i) receiving financial statements or other reports from the board; (ii) approval of declarations of dividends; (iii) appointment of shareholders to sign board meeting minutes; (iv) discharge of management and supervisory boards; and (v) approval of share repurchase programs (absent any anti-takeover or other concerns). MFS will evaluate all other items on proxies for foreign companies in the context of the guidelines described above, but will generally vote against an item if there is not sufficient information disclosed in order to make an informed voting decision. For any ballot item where MFS wishes to express a more moderate level of concern than a vote of against, we will cast a vote to abstain.
In accordance with local law or business practices, some foreign companies or custodians prevent the sale of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting ("share blocking"). Depending on the country in which a company is domiciled, the blocking period may begin a stated number of days prior or subsequent to the meeting (e.g. one, three or five days) or on a date established by the company. While practices vary, in many countries the block period can be continued for a longer period if the shareholder meeting is adjourned and postponed to a later date. Similarly, practices vary widely as to the ability of a shareholder to have the "block" restriction lifted early (e.g. in some countries shares generally can be "unblocked" up to two days prior to the meeting whereas in other countries the removal of the block appears to be discretionary with the issuer's transfer agent). Due to these restrictions, MFS must balance the benefits to its clients of voting proxies against the potentially serious portfolio management consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. For companies in countries with share blocking periods or in markets where some custodians may block shares, the disadvantage of being unable to sell the stock regardless of changing conditions generally outweighs the advantages of voting at the shareholder meeting for routine items. Accordingly, MFS will not vote those proxies in the absence of an unusual, significant vote that outweighs the disadvantage of being unable to sell the stock.
From time to time, governments may impose economic sanctions which may prohibit us from transacting business with certain companies or individuals. These sanctions may also prohibit the voting of proxies at certain companies or on certain individuals. In such instances, MFS will not vote at certain companies or on certain individuals if it determines that doing so is in violation of the sanctions.
In limited circumstances, other market specific impediments to voting shares may limit our ability to cast votes, including, but not limited to, late delivery of proxy materials, untimely vote cut-off dates, power of attorney and share re-registration requirements, or any other unusual voting requirements. In these limited instances, MFS votes securities on a best efforts basis in the context of the guidelines described above.
B. ADMINISTRATiVE PROCEDURES
1. MFS Proxy Voting Committee
The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which includes senior personnel from the MFS Legal and Global Investment and Client Support Departments as well as members of the investment team. The Proxy Voting Committee does not include individuals whose primary duties relate to client relationship management, marketing, or sales. The MFS Proxy Voting Committee:
a. Reviews these MFS Proxy Voting Policies and Procedures at least annually and recommends any amendments considered to be necessary or advisable;
b. Determines whether any potential material conflict of interest exists with respect to instances in which MFS (i) seeks to override these MFS Proxy Voting Policies and Procedures; (ii) votes on ballot items not governed by these MFS Proxy Voting Policies and Procedures; (iii) evaluates an excessive executive compensation issue in relation to the election of directors; or (iv) requests a vote recommendation from an MFS portfolio manager or investment analyst (e.g. mergers and acquisitions);
c. Considers special proxy issues as they may arise from time to time; and
d. Determines engagement priorities and strategies with respect to MFS' proxy voting activities.
2. Potential Conflicts of interest
The MFS Proxy Voting Committee is responsible for monitoring potential material conflicts of interest on the part of MFS or its subsidiaries that could arise in connection with the voting of proxies on behalf of MFS' clients. Due to the client focus of our investment management business, we believe that the potential for actual material conflict of interest issues is small. Nonetheless, we have developed precautions to assure that all proxy votes are cast in the best long-term economic interest of shareholders1. Other MFS internal policies require all MFS employees to avoid actual and potential conflicts of interests between personal activities and MFS' client activities. if an employee (including investment professionals) identifies an actual or potential conflict of interest with respect to any voting decision (including the ownership of securities in their individual portfolio), then that employee must recuse himself/herself from participating in the voting process. Any significant attempt by an employee of MFS or its subsidiaries to unduly influence MFS' voting on a particular proxy matter should also be reported to the MFS Proxy Voting Committee.
In cases where proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures, no material conflict of interest will be deemed to exist. In cases where (i) MFS is considering overriding these MFS Proxy Voting Policies and Procedures, (ii) matters presented for vote are not governed by these MFS Proxy Voting Policies and Procedures, (iii) MFS evaluates a potentially excessive executive compensation issue in relation to the election of directors or advisory pay or severance package vote, or (iv) a vote recommendation is requested from an MFS portfolio manager or investment analyst (e.g. mergers and acquisitions); (collectively, "Non-Standard Votes"); the MFS Proxy Voting Committee will follow these procedures:
a. Compare the name of the issuer of such proxy against a list of significant current (i) distributors of MFS Fund shares, and (ii) MFS institutional clients (the "MFS Significant Distributor and Client List");
b. If the name of the issuer does not appear on the MFS Significant Distributor and Client List, then no material conflict of interest will be deemed to exist, and the proxy will be voted as otherwise determined by the MFS Proxy Voting Committee;
c. If the name of the issuer appears on the MFS Significant Distributor and Client List, then the MFS Proxy Voting Committee will be apprised of that fact and each member of the MFS Proxy Voting Committee will carefully evaluate the proposed vote in order to ensure that the proxy ultimately is voted in what MFS believes to be the best long-term economic interests of MFS' clients, and not in MFS' corporate interests; and
d. For all potential material conflicts of interest identified under clause (c) above, the MFS Proxy Voting Committee will document: the name of the issuer, the issuer's relationship to MFS, the analysis of the matters submitted for proxy vote, the votes as to be cast and the reasons why the MFS Proxy Voting Committee determined that the votes were cast in the best long-term economic interests of MFS' clients, and not in MFS' corporate interests. A copy of the foregoing documentation will be provided to MFS' Conflicts Officer.
The members of the MFS Proxy Voting Committee are responsible for creating and maintaining the MFS Significant Distributor and Client List, in consultation with MFS' distribution and institutional business units. The MFS Significant Distributor and Client List will be reviewed and updated periodically, as appropriate.
For instances where MFS is evaluating a director nominee who also serves as a director of the MFS Funds, then the MFS Proxy Voting Committee will adhere to the procedures described in section (d) above regardless of whether the portfolio company appears on our Significant Distributor and Client List.
If an MFS client has the right to vote on a matter submitted to shareholders by Sun Life Financial, inc. or any of its affiliates (collectively "Sun Life"), MFS will cast a vote on behalf of such MFS client pursuant to the recommendations of institutional Shareholder Services, inc.'s ("iSS") benchmark policy, or as required by law.
Except as described in the MFS Fund's Prospectus, from time to time, certain MFS Funds (the "top tier fund") may own shares of other MFS Funds (the "underlying fund"). If an underlying fund submits a matter to a shareholder vote, the top tier fund will generally vote its shares in the same proportion as the other shareholders of the underlying fund. If there are no other shareholders in the underlying fund, the top tier fund will vote in what MFS believes to be in the top tier fund's best long-term economic interest. If an MFS client has the right to vote on a matter submitted to shareholders by a pooled investment vehicle advised by MFS, MFS will cast a vote on behalf of such MFS client in the same proportion as the other shareholders of the pooled investment vehicle.
3. Gathering Proxies
Most proxies received by MFS and its clients originate at Broadridge Financial Solutions, Inc. ("Broadridge"). Broadridge and other service providers, on behalf of custodians, send proxy related material to the record holders of the shares beneficially owned by MFS' clients, usually to the client's proxy voting administrator or, less commonly, to the client itself. This material will include proxy ballots reflecting the shareholdings of Funds and of clients on the record dates for such shareholder meetings, as well as proxy materials with the issuer's explanation of the items to be voted upon.
MFS, on behalf of itself and certain of its clients (including the MFS Funds) has entered into an agreement with an independent proxy administration firm pursuant to which the proxy administration firm performs various proxy vote related administrative services such as vote processing and recordkeeping functions. Except as noted below, the proxy administration firm for MFS and its clients, including the MFS Funds, is ISS. The proxy administration firm for MFS Development Funds, LLC is Glass, Lewis & Co., inc. ("Glass Lewis"; Glass Lewis and iSS are each hereinafter referred to as the "Proxy Administrator").
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Proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures. The Proxy Administrator, at the prior direction of MFS, automatically votes all proxy matters that do not require the particular exercise of discretion or judgment with respect to these MFS Proxy Voting Policies and Procedures as determined by MFS. With respect to proxy matters that require the particular exercise of discretion or judgment, the MFS Proxy Voting Committee or its representatives considers and votes on those proxy matters. MFS also receives research and recommendations from the Proxy Administrator which it may take into account in deciding how to vote. MFS uses its own internal research, the research of Proxy Administrators and/or other 3rd party research tools and vendors to identify (i) circumstances in which a board may have approved an executive compensation plan that is excessive or poorly aligned with the portfolio company's business or its shareholders, (ii) environmental and social proposals that warrant further consideration or (iii) circumstances in which a non-U.S. company is not in compliance with local governance or compensation best practices. In those situations where the only MFS fund that is eligible to vote at a shareholder meeting has Glass Lewis as its Proxy Administrator, then we will utilize research from Glass Lewis to identify such issues. MFS analyzes such issues independently and does not necessarily vote with the ISS or Glass Lewis recommendations on these issues. Representatives of the MFS Proxy Voting Committee review, as appropriate, votes cast to ensure conformity with these MFS Proxy Voting Policies and Procedures.
For votes that require a case-by-case analysis per the MFS Proxy Policies (e.g. proxy contests, potentially excessive executive compensation issues, or certain shareholder proposals), a member of the proxy voting team will consult with or seek recommendations from MFS investment analysts and/or portfolio managers.2 However, the MFS Proxy Voting Committee will ultimately determine the manner in which such proxies are voted.
As noted above, MFS reserves the right to override the guidelines when such an override is, in MFS' best judgment, consistent with the overall principle of voting proxies in the best long-term economic interests of MFS' clients. Any such override of the guidelines shall be analyzed, documented and reported in accordance with the procedures set forth in these policies.
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For those markets that utilize a "record date" to determine which shareholders are eligible to vote, MFS generally will vote all eligible shares pursuant to these guidelines regardless of whether all (or a portion of) the shares held by our clients have been sold prior to the meeting date.
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From time to time, the MFS Funds or other pooled investment vehicles sponsored by MFS may participate in a securities lending program. in the event MFS or its agent receives timely notice of a shareholder meeting for a U.S. security, MFS and its agent will attempt to recall any securities on loan before the meeting's record date so that MFS will be entitled to vote these shares. However, there may be instances in which MFS is unable to timely recall securities on loan for a U.S. security, in which cases MFS will not be able to vote these shares. MFS will report to the appropriate board of the MFS Funds those instances in which MFS is not able to timely recall the loaned securities. MFS generally does not recall non-U.S. securities on loan because there may be insufficient advance notice of proxy materials, record dates, or vote cut-off dates to allow MFS to timely recall the shares in certain markets on an automated basis. As a result, non-U.S. securities that are on loan will not generally be voted. if MFS receives timely notice of what MFS determines to be an unusual, significant vote for a non-U.S. security whereas MFS shares are on loan, and determines that voting is in the best long-term economic interest of shareholders, then MFS will attempt to timely recall the loaned shares.
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In their 114th meeting, No. 7 Beverly defeated rival Salem, 28-14, to remain among a handful of teams on the undefeated bus.
The Panthers clinched the CAL/NEC Division 2 title last week against Marblehead, but they weren't looking past this traditional matchup against Salem. As the Panthers have done all season, they used their talented backfield to lead the way on Thursday at Hurd Stadium in Beverly.
"We are fortunate that we have a couple of good backs," said coach Dan Bauer. "It allows us to do some things and definitely gives us more options like running and throwing the ball."
Kenny Pierce (5 carries, 120 yards) scored the first two touchdowns of the game, breaking a 61-yard run in the second quarter.
Brendan Flaherty contributed with a 27-yard score, his 20th touchdown of the season. Leading, 21-0, in the fourth quarter, the Panthers executed a halfback pass as Flaherty connected with Dom Abate for a 28-yard touchdown.
Salem's Ben Sattiewhite caught a pair of touchdowns from Christian Dunston in the fourth.
Beverly will play No. 8 Burlington in the playoffs on Tuesday night.
For now, the Panthers are just enjoying their undefeated season.
"It definitely gives us a spark, but I think being in the playoffs is motivation enough," said Bauer. "Going into the playoffs coming off a Thanksgiving Day win is a good feeling."
Atlantic Coast
Dennis-Yarmouth 28, Nauset 7 — Sophomore Michael Dunn led the Dolphins (6-4) with three TDs (one receiving) and 170 yards rushing on nine carries.
CAL/NEC (Division 2)
Swampscott 25, Marblehead 16 — Brian Santry threw two TDs and rushed for two more, leading the Big Blue (5-6) past Marblehead (8-3).
Gloucester 28, Danvers 19 — John Curcuru and Santo Parisi scored two TDs each to lead the Fishermen.
Middlesex (Freedom)
Burlington 35, Lexington 10 — Senior running back Marcus Odiah, the school's all-time leading rusher, ran for four touchdowns and 168 yards to lead the Red Devils. Odiah eclipsed the 1,700-yard mark with his performance.
Melrose 28, Wakefield 15 — Dean Anderson rushed for 161 yards and three TDs on 19 carries for the Red Raiders (8-3) .
Watertown 28, Belmont 7 — Joey Farrar and Logan Riley each scored a pair of TDs to lead the Red Raiders.
Norwood 41, Dedham 6 — Jason Matovu and Marvin Besley each rushed for two scores as the Mustangs cruised past the Marauders.

subset: commoncrawl


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I'm off to Los Angeles this week to meet with photographers, review portfolios at Review LA and attend its open portfolio viewing evening, and attend one of my favorite art fairs, Photo LA. I hope to meet many of you there!
This Thursday night January 8th is Opening Night for PhotoLA, being held at Barker Hanger at the Santa Monica Airport. The programming includes "morning walk throughs"with curators (Fri/Sat/Sun), as well as a series of free lectures on publishing being held Saturday afternoon organized and moderated by Charlotte Cotton, curator of photography at LACMA. One of my favorite things about PhotoLA is that publishers as well as galleries have booths, so it is a great time to gain a clear sense of the "brands" when one sees all their titles together. In terms of visiting the booths of galleries, I enjoy gaining a barometer on the market: pricing, editing sizes, presentation styles and more. Remember: the dealers and publishers present have not invested in participating at PhotoLA to search for new talent – this is NOT the place to approach any vendors with your work; rather, this is a great way to do your homework on the market, and narrow down your search for dealers that would be a good match for you and your work. THEN, watch for this targeted group to jury exhibitions and participate at Portfolio Review events as opportunities to introduce your work to them. Also watch for them to be giving public lectures, writing articles and to be profiled in industry trade publications and blogs as a way to better know their interests and tastes. Attending art fairs is a wise investment in your career as an artist. Go to www.artfairsinc.com/photola/09/ for complete event information.
Review LA: Portfolio sharing event, SATURDAY, January 10th, 6-9 p.m. open to the public.
While registration for Review LA has long been filled, there is a terrific event open to the public on SATURDAY, January 10th. All the participating photographers are invited to share their work with the public in the ballroom at the Doubletree Guest Suites, 1707 Fourth Street in Santa Monica.
From the CENTER website:
January 10, 6-9pm
Free and open to the public
Photo LA attendees, exhibitors, special guests, and photography lovers are encouraged to come out for a lively evening of stellar photographic images, artists, and conversation. Approximately 70 photographers will be showing their work at the Doubletree Carousel Ballroom.
Review LA is a two-day photographic event that provides photographers a platform to network and share work with one another and with photography professionals. Photographers present their work to influential members of the photographic community who can provide guidance for bringing their work to a larger audience. One-on-one twenty-minute meetings with esteemed gallerists, editors, agents and more, provide photographers of all levels with networking opportunities and possible career advancement."
CENTER is the sponsor of Review Santa Fe, the Project Competition and Singular Image Competition; all these have a deadline of January 23rd.
For complete application details, to view the work of previous participants and award winners, go to www.visitcenter.org


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Go BLUE!!!
For more discussion on Marrero, here is a good link:
His peak OPS in college was .786. Any team that takes him in the top half of the first round is making a big mistake IMO. I really hope that team is not the Reds.
Go BLUE!!!
MLB.com's Jonathan Mayo ranks Marrero at #14 overall.
Baseball America ranks Marrero at #14 overall.
Both of those places talk directly with scouts.
The rub on Marrero is that his swing mechanics are a bit out of whack right now and some scouts believe that he is just a tweak away from being the guy who was projected as a Top 5 pick during his freshman season.
I don't like Marrerro just because his bat has somewhat limited upside. I'd much, much prefer Richie Shaffer.
Jim Callis 3.0 Mock
Left out the pay content. Bold is players and teams I care about...Around 4.0 is where sign ability rumors kicked in....
1. ASTROS. Projected Pick: MARK APPEL.
2. TWINS. Projected Pick: BYRON BUXTON.
3. MARINERS. Projected Pick: MIKE ZUNINO.
4. ORIOLES. Projected Pick: KEVIN GAUSMAN.
5. ROYALS. Projected Pick: KYLE ZIMMER.
6. CUBS. Projected Pick: ALBERT ALMORA.
7. PADRES. Projected Pick: CARLOS CORREA.
8. PIRATES. Projected Pick: MAX FRIED.
9. MARLINS. Projected Pick: ANDREW HEANEY.
10. ROCKIES. Projected Pick: COURTNEY HAWKINS.
11. ATHLETICS. Projected Pick: LANCE McCULLERS JR.
12. METS. Projected Pick: DAVID DAHL.
13. WHITE SOX. Projected Pick: MICHAEL WACHA.
14. REDS. Projected Pick: CHRIS STRATTON.
15. INDIANS. Projected Pick: RICHIE SHAFFER.
16. NATIONALS. Projected Pick: DEVEN MARRERO.
17. BLUE JAYS. Projected Pick: D.J. DAVIS.
18. DODGERS. Projected Pick: TY HENSLEY.
19. CARDINALS Projected Pick: ADDISON RUSSELL.
20. GIANTS. Projected Pick: NICK TRAVIESO.
21. BRAVES. Projected Pick: TANNER RAHIER.
22. BLUE JAYS (for failure to sign 2011 first-round Tyler Beede). Projected Pick: GAVIN CECCHINI.
23. CARDINALS. Projected Pick: STEPHEN PISCOTTY.
24. RED SOX. Projected Pick: MARCUS STROMAN.
25. RAYS. Projected Pick: JOEY GALLO.
26. DIAMONDBACKS. Projected Pick: STRYKER TRAHAN.
27. BREWERS (from Tigers for Prince Fielder). Projected Pick: CLINT COULTER.
28. BREWERS. Projected Pick: TYLER NAQUIN.
29. RANGERS. Projected Pick: MATT SMORAL.
30. YANKEES. Projected Pick: ZACH EFLIN.
31. RED SOX (from Phillies for Jonathan Papelbon). Projected Pick: WALKER WEICKEL.
http://diamondvisits.blogspot.com/ My Minor League stadium review site.
Did I hear Marty say in tonight's game that the draft starts Monday night?
In the same way that a baseball season never really begins, it never really ends either. - Lonnie Wheeler, "Bleachers, A Summer in Wrigley Field"
The Baseball Emporium - Books & Things, that's Rallyonion.com
The Baseball Bookstore
I'd love to see the Cardinals take Piscotty two years after taking Zack Cox. I'd love the message it sent to their World Series MVP, too.
Get MLBtraderumors Reds updates on Facebook.
Keith Law has a new mock up.
He has the Reds with the same as Callis above, with the little teaser about them being in on certain right handed high school arm(LG)
Hugs, smiling, and interactive Twitter accounts, don't mean winning baseball. Until this community understands that we are cursed to relive the madness.
I'll say this for the Reds if they go for an arm - they are sure keeping to Walt's pitching and defense philosophy. I can't wait for Monday!
Again, his upside is more than some are giving him credit for. During his freshman season, scouts were projecting him as a future Top 5 overall pick.
Marrero would be a pick similar to Grandal. A polished college guy that gives the Reds a surplus at a critical position. In other words, a pretty much guaranteed trading chip, at least. I'd be fine with that -- and I kind of like the idea that they'd end up with a guy they drafted 3 years ago who went on the eclipse almost every other high schooler who went on to college that year.
I'm really not sweating who the top pick is this year. I trust Buckley and his staff -- the track record is very good -- and the 2 supplemental picks will make this crop a decent one for the club, most likely.
"Baseball is a very, very complex business. It's more of a people business than most businesses." - Bob Castellini
Board Moderators may, at their discretion and judgment, delete and/or edit any messages that violate any of the following guidelines: 1. Explicit references to alleged illegal or unlawful acts. 2. Graphic sexual descriptions. 3. Racial or ethnic slurs. 4. Use of edgy language (including masked profanity). 5. Direct personal attacks, flames, fights, trolling, baiting, name-calling, general nuisance, excessive player criticism or anything along those lines. 6. Posting spam. 7. Each person may have only one user account. It is fine to be critical here - that's what this board is for. But let's not beat a subject or a player to death, please.


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Original URL: https://www.theregister.co.uk/2006/01/12/ibm_patents_awards/
IBM looks to patent new system for patenting patents
Still the king
Posted in The Channel, 12th January 2006 23:55 GMT
IBM has announced its 13th successive year as patents king while cheering a community and government backed program to "improve" the quality of US patents.
IBM, which has repeated its award for most patents received with the predictability of a politburo leader being again "voted" as leader, timed the news to hit as it supported the measures to "help accelerate innovation in the US."
The measures, supported by the US Patent and Trademarks Office (USPTO) and the Open Source Development Labs (OSDL), introduce a review of patents, the establishment of open source as "prior art", and a patent quality index.
IBM notched up 2,941 patents in 2005 with Cannon Kabushiki Kaisha coming in second with 1,828.
While IBM last January announced 500 IBM of its patents would be released to the open source community, some have expressed unease over IBM's apparently insatiable desire to register patents. Microsoft's chief software architect Bill Gates, meanwhile, has made it his company's goal to emulate IBM.®


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Don't know about the mysterious "they" (as in "what did they expect"), but I expected exactly this. Free market at work. Supply and demand, etc.
As long as money, products, and information are free to traverse national borders but people aren't, tehn as soon as one region wises up and starts demanding what they are worth, the megacorps will simply move on to the next desperate region. They will let the uppity region become poor again before moving back in.
Simple, do the same as they do for the IT staff already: Pay them what they are worth in a salary, and if they do a good job, they get to keep working there. Others have some good suggestions too on this. If you don't do something about this though don't expect stupid actions that generate short term profits but long term mediocrity to end.
To put it in slashdot parlance:1) The senior executives come in, make their short term profit for the company and collect their bonuses,
A former manager of mine had an insightful take on this:
Back in The Good Old Days(tm), employees (including top execs) would work for a single company for many years, then retire, drawing a pension. Because of that, there was built-in incentive to make sure the company had long-term stability.
Nowadays, executives are disposable employees like you and me. Therefore, they have no reason to care whether the company is long-term profitable. They know they'll be elsewhere in a few years, so why not plunder the company in the meantime?
You think those bonuses have anything to do with philanthropy? You think senior executives care about anyone least of all someone living in a mud hut? RTFA. They care about short term profits that fit in their own pockets. I once heard someone say that they believed that senior executives, and especially these modern bonus taking CEOs are mostly if not all, sociopaths. I tend to agree with that.
Big indicators have been the outsourcing of work from India to China! The fact that customer service companies in India cannot communicate with the average person in western English speaking countries on a level that is equitable. The high turnover rates have always been there as a problem that was politely ignored in favor of lower initial labor costs.
When I bought my last computer, I was offered a service package and the package contained in no uncertain terms, explicitly "non-outsourced customer support
Global outsourcing harms everyone except those to whom the work was outsourced. When I move the work to another country, I help that country and its inhabitants, but I harm my own. I make those other people more competent by paying them to learn - since you can't really help but learn as you work. I'm not paying people in MY country to learn. In addition, the money is leaving the country, so it cannot be used here any more until it is used to buy more goods/services. Because we are helping train the worker
Do you not think of humans as, I don't know, fellows? Is it a zero sum game for you?
I don't believe that India doesn't have a right to grow, or even that it doesn't enrich us all. It does. However, if change occurs too quickly it has a destabilizing effect. India is feeling this effect now, but more importantly in the day-to-day lives of Americans, we're feeling it more.
You can't stop progress but allowing it to progress unchecked is not a good idea either.
There are so many flaws in this thinking I don't know where to start.
First of all, CEOs don't reap what they sow. They'll only be CEO for a few years, they'll make a shitload of money, and when they leave they'll get an even bigger shitload of money as a golden parachute. You can't blame someone for taking that kind of work, and the long term implications of what they do won't affect them. Somebody will reap what they sow, but it won't be the CEOs.
Secondly, when did they "kill the industry" in the US?
But I frankly don't see any reversal of the outsourcing trend
As foreign workers acquire more and more skills, the gap between them and the first-worlders being replaced diminshes. Already we are seeing this: instead of outsourcing to places like India or China, many companies are turning to not-so-poor but cheap places like Easter Europe, Brazil, or Argentina. Countries where technically skilled people exist but were in low demand, but most importantly where the culture is extremely compatible with their clients'.
(Brazilians or Argentines DO have a language barrier, but their culture is much more similar to that of the US than other people in the globe, which makes their skill acquisition faster).
The problem clients have with outsourcing isn't about foreigners or incompetence. It's about managing a herd of cats through virtual teams and bonding with people with the same accent and interests as yours. I know that personally I've had much more success with my customers due to my American accent than my less linguistically skilled co-workers.
sig: Cosas de un sysadmin argentino: http://aosinski.phpnet.us/ [phpnet.us]
I do. I'm having my most profitable year ever. It seems as if a lot of work has come back to the UK.
Hiring outsiders from half way around the World just doesn't work. If it does, why are companies not boasting about the latest successful product that cost 75% less to make than in previous years? Why are the PR spin machines strangely silent?
All we hear is that some company decided to offshore and hopes to make tens of millions of dolla
The new American rules are no different than the old American rules - There never was any such thing as job stability. When I graduated from college in the late '80s with an EE degree companies were laying off engineers by the thousands. This was long before outsourcing. Stability is a temporary condition during economic good times which persists because labor is in tight supply. As soon as the economy becomes "normal" again (or bad), that stability dissappears.
People for whom stability is a primary co
My father would say this is the difference between his generation and mine. In his day, people's word actually meant something. Even if those people worked for a corporation there was a sense of personal responsibility in your daily dealings.
But that's my point. From 1945 through the mid '70s companies could afford to act that way because the economy was growing at a pretty good clip. But when you have a recession, companies cut payrolls - it's just a fact of life. How many jobs did his father have? Co
By the third year of an outsourcing deal, after all the costs have been squeezed out, companies get antsy to find a new locale with an even lower overhead
This is the biggest problem I have with globalization: we have removed all constraints from capital and freed it from all other considerations. It is truly a race to the bottom - who has the lowest labour costs, who has the fewest environmental restrictions "wins" some starvation wage jobs until we can find someone else who can be exploited even more.
The fear used to be that jobs were being sent south to Mexico. But when Mexicans workers start demanding fair wages, we sent the work to Viet Nam, where people earn $2 per day. But even that looks pretty expensive when there are people in China willing to work for $.50 a day.
It's exploitation plain and simple, and we don't care because we are insulated from the uglier aspects of it. Of course, we are getting screwed too - those over-priced sneakers are now manufactured for a fraction of what they used to cost, but we still pay roughly the same price at retail. At least the shareholders are happy, but if they could find someone who would work for $.25 a day, they would be even happier.
Whenever someone argues in favour of a living wage, we are told it is too expensive. What a shame that poverty has become an official requirement of our economic system.
If we found ourselves working in the sweatshops for less than a buck a day, I wonder if we would be grateful...
bonus in the article cited above - a discussion on coding and the communications barrier. And i quote:
I spent a year in China teaching C++ to college students. Al
You can measure a programmer's perspective by noting his attitude on the continuing viability of FORTRAN. -- Alan Perlis


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Most non-spoiler, but viewer beware, just to be safe.
While most of DC's animated feature's have depicted some of the company's most memorable stories, Justice League: War marks the first New 52 film. Based on the the story Justice League: Origin by Geoff Johns and Jim Lee, War is directed by Flashpoint Paradox's very own Jay Olivia and scripted by Heath Corson, featuring an all-star cast of Alan Tudyk as Superman, Jason O'Mara as Batman, Michelle Monaghan as Wonder Woman, Justin Kirk as Green Lantern, Shemar Moore as Cyborg, Christopher Gorham as Flash, Sean Astin as Shazam, and Steven Blum as Darkseid; all of which do a fantastic job voicing their respective heroes and villains.
Justice League: War is another enjoyable film in DC's ever-growing animation lineup, taking place in an Earth that has only begun to be familiarized by magical beings, cyborgs, and aliens. Soldiers known as parademons are beginning preparations for Earth, which in turn draws the attention of the planet's young and arrogant superheroes. The character design is amazing and animation is spectacular; New 52 costumes are looking quite welcome on the television screen. However, DC's animations are not ones to be underestimated, the PG-13 rating is toting language, dismemberment, neck snapping, and heart wrenching screams, so be cautious when watching this with your kids.
As a whole I enjoyed War, but sadly, the film is a missed opportunity on a some key points, I'll talk about that later, though. There are funny interactions and a sense of camaraderie between characters, such as dialogue exchanges between Batman and Flash. The cliche "heroes must fight before teaming scene" was luckily short-lived, lasting only about four minutes. The movie also does a nice job of including every character as well as their strengths and weaknesses, especially Cyborg.
While clearly displaying New 52 continuity, a lot of things that Olivia changed in the film felt out of place. For example, in the Origin comic, parademons invade the sea as well as the land, causing a badass Aquaman to emerge. In War, Shazam just seems sort of 'there.' Luckily, Shazam isn't as big of a prick as opposed to the controversial (but still loved) comic Billy Batson.
Even with the fact that this is an origin story for the Justice League team, do a bit of research if you're new to the universe. There is no explanation to what paradise island is, what Hal is talking about when he mentions the Guardians and his jurisdiction to sector 2814, who Darkseid truly is, or how Wonderwoman, Flash and Shazam got their powers. The only origins that might actually be known to new viewers are those of Batman, Superman and Green Lantern due to their recent live action movies. Other things are out of context as well, GPD is after Batman, Airforce hates Green Lantern, but the Flash is best buds with S.T.A.R. Labs. If Batman is wanted by the cops, why does Flash, a CSI forensic scientist, admire him? None of this ruins the overall satisfaction of the movie, but how would someone who doesn't read the comics or watch the other animated films know this? It would have been nice for a little bit of conversation between characters to get these questions answered for newer viewers and readers.
Now what about those missed opportunities? They mostly involve character development. Lois Lane is shown in a scene when Superman and Wonder Woman's interest in each other is introduced, but no dialogue is present. She's just there for a second. There could have at least been a little bit of context. More importantly, when Wonder Woman confronts a man during a protest as she visits the White House, he angrily proclaims that her violent actions scare 'normal people' and that she dresses like whore. Diana proceeds to lasso him and demands to hear the reason behind his hatred and fear. In a timid voice, the man states that he cross dresses in a Wonder Woman outfit because it makes him feel "powerful." Amused, she chuckles and responds, "Embrace your truth, my friend. The outfit makes me feel powerful as well." Granted, this is the type of character Geoff Johns writes the character to be in comic, but it's not the real Wonder Woman. Since her creation and all other incarnations, the princess of the Amazon has been someone of compassion. If she had shown real empathy to the man instead of chuckling, it would have made for very nice character development and to have her simply dismiss him felt wrong. The entire scene would have created an appreciated serious tone, in the otherwise fun film.
Justice League: War is all-around entertaining animation with it's funny moments, but falls short of past films due to it's screw up of certain character personalities and plot holes that only the comic readers would understand. I recommend renting before you buy, just to see it for yourself. If you like it a lot, purchase the movie so DC can continue to pump more action packed superhero fun like this.
Justice League: War will be released by Warner Bros. Home Entertainment on February 4, 2014.


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Celebrate Queens Farm!
Sunday, May 5, 2013
11:00 a.m.–4:00 p.m.
Please note: This event has already taken place. Please use the Search options on the right to find upcoming events.
What does Springtime mean to us? Find out at this celebration of things Queens Farm! Watch sheep shearing and spinning demos, learn about our Community Compost Project, enjoy in-depth tours led by our farmers, and pick up vegetable seedlings and flowers at our Spring Plant Sale. And be sure to visit our historic Adriance Farmhouse, open exclusively for this event with special treats for all! There will be live music, hayrides, and some of the city's best Food Trucks on the farm all day!
Queens County Farm Museum in Queens Farm Park
Directions to this location
73-50 Little Neck Parkway, Floral, NY 11004
ADMISSION: $5.00 per person (Free with Farm Membership PLUS)
Event Organizer
Queens County Farmhouse Museum


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July 19, 2013 | celebrity | editor | 0 Comments
There used to be a time when Matt Leinart was a king among mere peasants in Los Angeles, because he was a pretty great quarterback at USC. But then he went to the Arizona Cardinals and cared more about sticking his dick in everything with a vagina than he did about winning and now he's the backup for some team that I didn't even bother to look up.
At least he still does some charity work, as Leinart hosted his annual bowling event, and boy did the stars roll out for this one. Among the huge names were Ron Perlman, Danny Masterson and… you know what? These people are so famous and recognizable that I don't even need to mention them.
(Photo Credits: Try CW/WENN.com)


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HESSTON —The annual Kansas Barn Sale will be from 9 a.m. to 4 p.m. Oct. 5 near Hesston.
Beki Hastings, jewelry designer and owner of The Rusted Chain, is again hosting The Kansas Barn Sale near Hesston.
As a way to feature and support other artists, she started the Kansas Barn Sale in 2010. It is an outdoor market in front of a big red barn, with all items being vintage or handmade. Each vendor is handpicked.
"Supporting the local community and Made in America, while creating their own American Dream, is what The Kansas Barn Sale is all about," Hastings said. "In addition to the fun environment, wonderful live music, and delicious homemade food that have become an annual tradition at the barn sale, this year is also about giving back."
This year Hastings is encouraging sale goers to bring a dry good. All food will be donated to Circles of McPherson County, an organization committed to ending poverty.
Vendors and shoppers come from all over the Midwest to sell and buy antiques, vintage, artisan handmade and re-purposed goods. More than 90 vendors and thousands of shoppers are anticipated this year — coming from Nebraska, Missouri, Oklahoma, Alabama, and Kentucky.


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CHICAGO (AP) — Gov. Pat Quinn's campaign says the Chicago Democrat is focused on working for the people of Illinois, not on politics.
The campaign issued a statement Tuesday after Bill Daley announced he will run for governor in 2014, setting up a March Democratic primary.
Daley is a former White House chief of staff and son and brother of two of Chicago's most powerful mayors. He criticized Quinn for not doing more to solve Illinois' pension crisis or to legalize same-sex marriage.
Quinn's campaign says he has "a strong record of getting things done for the people of Illinois."
They say Quinn fought for the largest capital construction program in state history, has cleaned up Illinois government and continues to fight for a solution to the state's pension crisis.


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Houston Texans safety Ed Reed has been listed as questionable for Sunday's game against the Tennessee Titans.
Reed missed last Monday night's season-opening game as he continues to work his way back from offseason hip surgery.
Texans coach Gary Kubiak said Friday that Reed will be a game-time decision.
"No, nothing different. He took a good portion of practice today," Kubiak said. "I'm going to go in there and visit with him and see where we're at. It'll be a game-time deal."
The All-Pro came over from Baltimore to sign a three-year deal with the Texans this offseason.
Third-year pro Shiloh Keo started in Reed's place at free safety last week.
Meanwhile, the Texans will see defensive end Antonio Smith return to the field on Sunday after serving a suspension for swinging a helmet at Miami Dolphins offensive guard Richie Incognito. The incident kept Smith out of the Texans' final two preseason games and the season opener.


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Nine Morris pitchers combined on a 4.58 ERA and a 175-158 strikeout-walk ratio over 231 innings during the 2012 varsity baseball season for the 16-19 Redskins.
Seven of those pitchers — who accounted for 169 1/3 of those innings — are back for the Redskins this season. The same names that comprised a young 2012 staff will return as a more experienced group of pitchers that coach Todd Kein hopes will be one of the Redskins' biggest strengths.
"We have a lot experience back and have got a solid core in our pitching staff from last year," Kein said. "We're expecting big things from them, and we think they can also help our young guys progress."
Junior Tim Smyk returns as the Redskins' ace, a role he grew into as a sophomore in 2012, when he went 4-3 with a 3.08 ERA in 50 innings. Having spent the past several weeks throwing at The Edge Sports Performance Academy in Plainfield, Smyk says his repitore is improved, and that he is more prepared mentally to be a varsity No. 1.
"My curveball is a lot better. I feel I can throw it over for strikes with confidence. I haven't needed my two-seam fastball as much but I feel I can use it now," Smyk said. "I was a little nervous coming up and pitching last season. Over the offseason, I worked on some stuff and I feel a lot more comfortable with my role on the team."
Also back is senior co-captain Preston Miracle, who hurled a team-high 61 2/3 innings last year, with a 3-4 record and a 3.86 ERA. Fellow returnees Drew Aldrich, Kade Bashor, Jake Capko, Brian Henry and Christian Niewinski all pitched in 2012, though none logged more than 25 1/3 innings; Henry was injured for much of the season.
Capko, a senior co-captain who pitched only one inning and is primarily a catcher for the Redskins, is already used to working with everyone that projects as part of the 2013 staff.
"I've been catching these guys for two years now. I don't think I'll have any difficulty catching them again," Capko said. "I know everybody's strikeout pitch. I know everybody's high-percentage first-strike pitch."
A .233 hitter with five doubles, three home runs and 16 RBI in 2012, Capko fills one of only three positions at which Kein has decided on a regular starter. Another co-captain, Grant Davis (.313 with three doubles and 12 RBI in 2012), will be the primary left fielder. Junior varsity newcomer Trevor Lines is the clear frontrunner at shortstop, where Kein says he is inexperienced but "very skilled."
The only other returnee who batted more than 82 times in 2012 is Miracle, who was a .336 hitter with eight doubles, three homers and 30 RBI. Miracle could play at either corner infield spot when he is not pitching.
"In the past, I've played every single position except shortstop and center field," Miracle said. "Right now, we've got a couple of guys who have taken some bumps and may miss some time. Wherever I'm needed, I'll do my job and play."
Kein says there are "healthy battles" between two players for a pair of starting spots. Senior Jason Matteson, a .294 bitter in 51 2012 at-bats, is competing with junior Kyle Hill in center field. Senior Ryan Borgstrom, who hit .305 in 82 at-bats last spring, is being challenged by junior Matt Bernickus at second base.
Injuries have made the outlook less clear at other positions. In right field, senior Nick Kelly is hurt, which may create an opportunity for junior Austin Conrod. Three pitchers — Miracle, Niewinski and Smyk — will be part of a platoon at third base, though Niewinski is currently injured. Henry, Miracle, junior Grant Schluntz and junior John Struck are all in the mix at first base, with Schluntz's left-handed bat offering a potential added dimension to the lineup.
Kein says that Matteson, when he is in the lineup, will likely be slotted near the top as the Redskins look to take advantage of his speed. Miracle, Capko, Borgstrom and Davis are all likely to bat near the top or in the middle of the order.
"One thing about our lineup is that we have great depth," Capko said. "If someone is hot and someone else is not, you could see different guys step in depending on who's hitting and who's not. ... I'm not worried about our hitting. It will come down to our pitching and playing solid defense."
Morris went 6-9 in Northern Illinois Big 12 Conference East play last season. Kaneland is the defending champion and won the Class 3A state championship in 2011, though conference rival DeKalb defeated the Knights at the 2012 Kaneland Regional.
"Conference is going to be tough. Even though it's on the younger side, we're talking about programs that tend to reload quickly," Kein said. "Kaneland has some younger guys, but it's Kaneland, and I would expect them to compete. Yorkville has I believe their entire pitching staff back, so we know they're going to be just as tough if not more so. Sycamore and DeKalb have been good at baseball for some time. Rochelle is improving."
Kein says an NIB12 East championship is "first and foremost" among the Redskins' goals, though winning their first regional since 2003 is also very high on the list.
"Any coach will tell you that they want to play for a state championship, but you don't have that opportunity if you don't meet other goals along the way," Kein said. "Winning a regional championship is a priority for our program. If we are fortunate enough to do that first, then we'll go from there."
Morris baseball team to rely on seasoned staff
Nine Morris pitchers combined on a 4.58 ERA and a 175-158 strikeout-walk ratio over 231 innings during the 2012 varsity baseball season for the 16-19 Redskins.


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March 30, 2008
Philadelphia, PA - Senior pitcher Alex Silverman (Wilmington, NC) out-pitched Penn ace Todd Roth, with a little help from his closer, to help the Brown baseball team (7-11, 1-3 Ivy League) pick up its first Ivy League win in a split with Penn (7-9-1, 1-2-1 Ivy League) on Sunday at Meiklejohn Stadium. Silverman went 6.1 innings before giving way to senior closer Rob Hallberg (River Edge, NJ) for the final two outs in the Bears' 2-1 game one win, before Penn's five-run rally in the fifth inning of game two led to a 6-4 Quaker win for the split.
Silverman went to 3-0 on the year with the win, allowing one run on eight hits and three walks, striking out three. Roth got the loss despite allowing two runs on six hits and one walk in seven innings, striking out three. He is now 1-2 in three complete games his career against Brown despite allowing six runs, five earned, in 22.0 innings on 20 hits and six walks, striking out 17.
The Bears got started early in both games, scoring all but one of their six runs on the day in the first two innings. Senior designated hitter Conor Reardon (Branford, CT) drove in senior left fielder Ryan Murphy (Mantoloking, NJ) in the top of the first in game one on a single to right. After junior third baseman Robert Papenhause (Hillsborough, CA) was hit by a pitch to load the bases, it appeared the Bears would break the game open early, but Roth got freshman catcher Matt Colantonio (Garden City, NY), the team's hottest hitter on its nine-day road trip, to ground into a 4-6-3 double play to end the threat.
The second inning saw Brown get the eventual game-winner, as junior center fielder Steve Daniels (Fox Point, WI) brought in senior second baseman Brian Kelaher (Farmington, CT) with a triple to right. From there, Roth settled in, allowing just one Brown runner to even reach second base.
However, Silverman proved up to the task of holding the slim lead. He got out of a bases-loaded jam in the first by striking out shortstop Dan Williams. With runners on first and second in the second inning, he got an inning-ending 5-3 double play from Penn leadoff man Steve Gable. The Quakers got their lone run in the fifth, as third baseman William Gordon drove in first baseman Kyle Armeny on a triple to left.
In the bottom of the seventh, Silverman got a ground out before allowing a double to Gable. That brought Hallberg out of the bullpen. The big right-hander got a pop-out for the second out, intentionally walked Armeny, then got Gordon to pop out to senior first baseman J.J. Eno (Kahului, HI) to pick up his second save of the year. Hallberg moved into second all-time at Brown with the save, his ninth of his career. He needs just one more save to tie Rob Monnes '93 for first all-time.
Game two began quite similarly. The Bears got ahead in the first again. Daniels led off with a double and moved over on a Murphy sacrifice bunt. Junior shortstop Matt Nuzzo (Everett, MA) brought him in on a groundball to short, reaching on an error. Penn starter John D'Agostini then walked Reardon, struck out Papenhause and walked Colantonio to load the bases. Sophomore right fielder Nick Puñal (Palm Beach, FL) then chased D'Agostini from the game, bringing in two runs on a single to left.
Penn freshman Sam Gilbert then entered the game, shutting the Bears down for the next 6.2 innings. However, Brown starter Anthony Vita (West Babylon, NY), also making his first start of the season, was cruising, allowing just two hits through four innings and striking out five.
Unfortunately for the Bears, Penn finally got to the senior right-hander in the fifth. The Quakers sent 11 hitters to the plate in the inning, scoring five runs on three hits, two walks, and an error. Freshman left hander Mark Gormley (Milton, MA) entered to get the final out, but the damage had been done. The lefty got through another 1.2 innings, allowing one run, before giving way to freshman Matthew Kimball (Nashville, TN), who got the final four outs.
The Bears rallied in the ninth against left-hander Tom Grandieri, who walked Eno, Daniels, and Murphy to start the inning, then hit Nuzzo with a pitch to score one run. However, Grandieri got Reardon to ground into a 1-2-3 double play, and Papenhause lined out to right to end the game.
Gilbert got the win in relief, allowing just five hits and two walks in 6.2 innings, and Grandieri picked up the save for his 1.2 innings of relief. Vita took the loss, going to 1-2 on the year.
Daniels led the Bears with three hits for the day, including a double and a triple, and two walks.
The games ended the Bears' 2,042-mile Spring Break trip, on which they went 4-7 over nine days. After a pair of days off, Brown will host Rhode Island on Wednesday for its home opener at Murray Stadium at 2 p.m.


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They needed this one, plain and simple. You don't squander early 2-0 leads with your ace on the mound and come back to win a World Series. You just don't. Brad Lidge said it best after the game.
"When your ace is on the mound," said the closer, who pitched a perfect ninth as the Phillies won Game 1 of the World Series 3-2, "you need to win."
The Phillies won.
It wasn't pretty. They went 0-for-9 with runners in scoring position against lefty Scott Kazmir, squandering a bases-loaded, one-out situation in the second inning in the process. But there are no columns for Ugly Wins and Pretty Losses.
The Phillies have won their first World Series game in 15 seasons. Suddenly, all the pressure is on the Rays in Game 2. If they lose, the Phillies have three games at home with a 2-0 lead. If they win, it's a brand new ballgame.
That said, you have to think the Phillies will be happy with a split at the Trop. They took care of their part of the deal in Game 1.
I'm going to put the finishing touches on my post-game work.
We'll have much more later.


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Using Psychology Games and Activities of Yesteryear to Prepare for our Future (With Special Guest: Dr. Ronald G. Shapiro)
Start Date: February 12, 2013
End Date: February 12, 2013
Time: 6:45 pm to 8:15 pm
Join us for an hour of psychology activities and games, followed by a discussion about ways in which lessons learned from the games might be useful as you move on to graduate school, enter the workforce, start a family, or continue on in your academic program at Becker. This program will be loaded with prizes, surprises, and lots of ideas to apply as you enter "the real world."
All Psychology and Education majors are expected to attend this event. All others are encouraged to join in on the fun.
Dr. Ronald Shapiro is an engaging and entertaining speaker who has taught psychology at the university level and presents regularly at professional psychologists' and educators' conferences. An independent consultant in Learning, Education, Career Development and Planning, Leadership, Human Factors, Ergonomics, and Human Resources, Ron often speaks to college students on the topic of career preparation and is the author of "Preparing for Your Career with a Psychology Degree". He was elected to Fellow status in the Human Factors and Ergonomics Society (HFES), as well as the American Psychological Association (APA), where he served as President of the Division of Applied Experimental and Engineering Psychology.
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Kerri Augusto
Email: email@example.com
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Event Categories: Academics, All, and Home Page.
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Rescooped by
miracletrain 夢想驛站
from Moodle and Web 2.0
onto Learning Happens Everywhere!
This looks like a lot of work, but I can see students really getting into it. It looks like a great way to 'trick' students into working very hard to learn the things needed for a successful project. (that they would have fun doing).


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All questions unanswered answered most popular
Dragon Quest X: The Five Awakening Races Online Q&A :
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Posted: sep 20, 2011 3:51 pm
Back in April, Square Enix announced that Dragon Quest 10 was "almost done," and then last week, we finally heard about the game itself, due out next year in Japan, via a reveal announcement. But if you thought that was fast, not so -- apparently the title's b...
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Martha's Life In Crime, Part 1 & 2
series: Martha Speaks
air date: 2/06/13 6:30 AM
Martha's Life in Crime, Part 1 - Martha tells the story of her puppy days in the animal shelter and her excitement of finding a family. But it turns out that Helen wasn't the first person who adopted Martha. Vocabulary: (E) autobiography, possib(le)(ilities), yearn(ed), promis(e)(ing), narrate(d), flashback (I) tell(ing), back then, now, recall, before. Martha's Life in Crime, Part 2 - Puppy Martha's new owner turns out to have unsavory plans for her. Can Martha turn the tables on the bumbling crooks and still find a family? Vocabulary: (E) reminiscing, background, aspire(d)(ations), sequence (I) time, past, wish(ed), happened, when.
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