annually confirms with each of its directors and executive officers whether there are any relationships that they
are aware of with KPMG LLP that may impact the auditor independence evaluation. The Audit Committee
considered and determined that fees for services other than audit and audit-related services paid to KPMG LLP in
fiscal 2013 are compatible with maintaining KPMG LLP's independence.
Required Vote and Board of Directors' Recommendation
Approval of this proposal requires the affirmative vote of a majority of the voting shares present at the meeting in
person or by proxy and voting for or against the proposal.
The Board of Directors recommends a vote FOR the ratification of KPMG LLP as our independent auditors for
the fiscal year ending March 31, 2014.