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                                 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: 811-04537

                      LIBERTY ALL-STAR GROWTH FUND, INC.
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

               1290 BROADWAY, SUITE 1100, DENVER, COLORADO 80203
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 TANE T. TYLER
                           ALPS FUND SERVICES, INC.
                           1290 BROADWAY, SUITE 1100
                            DENVER, COLORADO 80203
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

      Registrant's Telephone Number, including Area Code: (303) 623-2577

                     Date of fiscal year end: December 31

            Date of reporting period: July 1, 2011 - June 30, 2012

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ITEM 1 - PROXY VOTING RECORD.



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

ICA File Number: 811-04537
Reporting Period: 07/01/2011 - 06/30/2012
Liberty All-Star Growth Fund, Inc.









====================== Liberty All-Star Growth Fund, Inc. ======================


ACCURAY INCORPORATED

Ticker:       ARAY           Security ID:  004397105
Meeting Date: NOV 18, 2011   Meeting Type: Annual
Record Date:  SEP 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Louis J. Lavigne, Jr.    For       For          Management
2     Elect Director Dennis L. Winger         For       For          Management
3     Elect Director Jack Goldstein           For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Ratify Auditors                         For       For          Management


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ACE LIMITED

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: JAN 09, 2012   Meeting Type: Special
Record Date:  NOV 30, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Dividend Distribution from      For       For          Management
      Legal Reserves


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ACE LIMITED

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Michael G. Atieh as Director      For       For          Management
1.2   Elect Mary A. Cirillo as Director       For       For          Management
1.3   Elect Thomas J. Neff as Director        For       For          Management
2.1   Approve Annual Report                   For       For          Management
2.2   Accept Statutory Financial Statements   For       For          Management
2.3   Accept Consolidated Financial           For       For          Management
      Statements
3     Approve Allocation of Income and        For       For          Management
      Dividends
4     Approve Discharge of Board and Senior   For       For          Management
      Management
5     Approve Creation of CHF 4.2 Billion     For       For          Management
      Pool of Capital without Preemptive
      Rights
6.1   Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
6.2   Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Independent Registered Public
      Accounting Firm as Auditors
6.3   Ratify BDO AG as Special Auditors       For       For          Management
7     Approve Dividend Distribution From      For       For          Management
      Legal Reserves Through Reduction in
      Share Capital
8     Advisory Vote to ratify Named           For       For          Management
      Executive Officers' Compensation
9     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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AEROVIRONMENT, INC.

Ticker:       AVAV           Security ID:  008073108
Meeting Date: SEP 29, 2011   Meeting Type: Annual
Record Date:  AUG 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph F. Alibrandi      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: JUN 18, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Samuel T. Byrne          For       For          Management
2     Elect Director Dwight D. Churchill      For       For          Management
3     Elect Director Sean M. Healey           For       For          Management
4     Elect Director Harold J. Meyerman       For       For          Management
5     Elect Director William J. Nutt          For       For          Management
6     Elect Director Tracy P. Palandjian      For       For          Management
7     Elect Director Rita M. Rodriguez        For       For          Management
8     Elect Director Patrick T. Ryan          For       For          Management
9     Elect Director Jide J. Zeitlin          For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management


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ALLEGHENY TECHNOLOGIES INCORPORATED

Ticker:       ATI            Security ID:  01741R102
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard J. Harshman      For       For          Management
1.2   Elect Director Diane C. Creel           For       For          Management
1.3   Elect Director John R. Pipski           For       For          Management
1.4   Elect Director James E. Rohr            For       For          Management
1.5   Elect Director Louis J. Thomas          For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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ALLERGAN, INC.

Ticker:       AGN            Security ID:  018490102
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David E.I. Pyott         For       For          Management
2     Elect Director Herbert W. Boyer, Ph.D.  For       For          Management
3     Elect Director Deborah Dunsire, M.D.    For       For          Management
4     Elect Director Michael R. Gallagher     For       For          Management
5     Elect Director Dawn Hudson              For       For          Management
6     Elect Director Robert A. Ingram         For       For          Management
7     Elect Director Trevor M. Jones, Ph.D.   For       For          Management
8     Elect Director Louis J. Lavigne, Jr.    For       For          Management
9     Elect Director Russell T. Ray           For       For          Management
10    Elect Director Stephen J. Ryan, M.D.    For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey P. Bezos         For       For          Management
2     Elect Director Tom A. Alberg            For       For          Management
3     Elect Director John Seely Brown         For       For          Management
4     Elect Director William B. Gordon        For       For          Management
5     Elect Director Jamie S. Gorelick        For       For          Management
6     Elect Director Blake G. Krikorian       For       For          Management
7     Elect Director Alain Monie              For       For          Management
8     Elect Director Jonathan J. Rubinstein   For       For          Management
9     Elect Director Thomas O. Ryder          For       For          Management
10    Elect Director Patricia Q. Stonesifer   For       For          Management
11    Ratify Auditors                         For       For          Management
12    Amend Omnibus Stock Plan                For       For          Management
13    Report on Climate Change                Against   For          Shareholder
14    Report on Political Contributions       Against   For          Shareholder


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AMERICAN REPROGRAPHICS COMPANY

Ticker:       ARC            Security ID:  029263100
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kumarakulasingam         For       For          Management
      Suriyakumar
1.2   Elect Director Thomas J. Formolo        For       For          Management
1.3   Elect Director Dewitt Kerry McCluggage  For       For          Management
1.4   Elect Director James F. McNulty         For       For          Management
1.5   Elect Director Mark W. Mealy            For       For          Management
1.6   Elect Director Manuel Perez de la Mesa  For       For          Management
1.7   Elect Director Eriberto R. Scocimara    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  029912201
Meeting Date: NOV 29, 2011   Meeting Type: Special
Record Date:  OCT 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reorganization Plan             For       For          Management
2     Adjourn Meeting                         For       For          Management


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AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  03027X100
Meeting Date: JUN 19, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Raymond P. Dolan         For       For          Management
2     Elect Director Ronald M. Dykes          For       For          Management
3     Elect Director Carolyn F. Katz          For       For          Management
4     Elect Director Gustavo Lara Cantu       For       For          Management
5     Elect Director Joann A. Reed            For       For          Management
6     Elect Director Pamela D.A. Reeve        For       For          Management
7     Elect Director David E. Sharbutt        For       For          Management
8     Elect Director James D. Taiclet, Jr.    For       For          Management
9     Elect Director Samme L. Thompson        For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Stock Retention/Holding Period          Against   For          Shareholder


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ANSYS, INC.

Ticker:       ANSS           Security ID:  03662Q105
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter J. Smith           For       For          Management
1.2   Elect Director Bradford C. Morley       For       For          Management
1.3   Elect Director Patrick J. Zilvitis      For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  DEC 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       For          Management
1.2   Elect Director Timothy D. Cook          For       For          Management
1.3   Elect Director Millard S. Drexler       For       For          Management
1.4   Elect Director Al Gore                  For       For          Management
1.5   Elect Director Robert A. Iger           For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur D. Levinson       For       For          Management
1.8   Elect Director Ronald D. Sugar          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Conflict of Interest Report     Against   Against      Shareholder
5     Advisory Vote to Ratify Directors'      Against   Against      Shareholder
      Compensation
6     Report on Political Contributions       Against   Against      Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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ARCOS DORADOS HOLDINGS INC

Ticker:       ARCO           Security ID:  G0457F107
Meeting Date: APR 09, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports (Voting)
2     Ratify Ernst & Young as Auditors and    For       Against      Management
      Authorize Board to Fix Their
      Remuneration
3a    Elect Woods Staton as a Director        For       Against      Management
3b    Elect German Lemonnier as a Director    For       Against      Management


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ARM HOLDINGS PLC

Ticker:       ARM            Security ID:  042068106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3     Approve Remuneration Report             For       For          Management
4.0   Elect Sir John Buchanan as Director     For       For          Management
4.1   Re-elect Warren East as Director        For       For          Management
5     Re-elect Andy Green as Director         For       For          Management
6     Re-elect Larry Hirst as Director        For       For          Management
7     Re-elect Mike Inglis as Director        For       For          Management
8     Re-elect Mike Muller as Director        For       For          Management
9     Re-elect Kathleen O'Donovan as Director For       For          Management
10    Re-elect Janice Roberts as Director     For       For          Management
11    Re-elect Philip Rowley as Director      For       For          Management
12    Re-elect Tim Score as Director          For       For          Management
13    Re-elect Simon Segars as Director       For       For          Management
14    Re-elect Young Sohn as Director         For       For          Management
15    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase               For       For          Management
20    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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ARUBA NETWORKS, INC.

Ticker:       ARUN           Security ID:  043176106
Meeting Date: DEC 15, 2011   Meeting Type: Annual
Record Date:  OCT 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dominic P. Orr           For       For          Management
1.2   Elect Director Keerti Melkote           For       For          Management
1.3   Elect Director Bernard Guidon           For       Withhold     Management
1.4   Elect Director Emmanuel Hernandez       For       For          Management
1.5   Elect Director Michael R. Kourey        For       For          Management
1.6   Elect Director Douglas Leone            For       For          Management
1.7   Elect Director Willem P. Roelandts      For       For          Management
1.8   Elect Director Juergen Rottler          For       For          Management
1.9   Elect Director Daniel Warmenhoven       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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ATHENAHEALTH, INC.

Ticker:       ATHN           Security ID:  04685W103
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James L. Mann            For       For          Management
1.2   Elect Director David E. Robinson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AVAGO TECHNOLOGIES LIMITED

Ticker:       AVGO           Security ID:  Y0486S104
Meeting Date: APR 04, 2012   Meeting Type: Annual
Record Date:  FEB 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Reelect Hock E. Tan as Director         For       For          Management
1b    Reelect Adam H. Clammer as Director     For       For          Management
1c    Reelect John T. Dickson as Director     For       For          Management
1d    Reelect James V. Diller as Director     For       For          Management
1e    Reelect Kenneth Y. Hao as Director      For       For          Management
1f    Reelect John Min-Chih Hsuan as Director For       For          Management
1g    Reelect Justine F. Lien as Director     For       For          Management
1h    Reelect Donald Macleod as Director      For       For          Management
2     Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors and Authorize Board to Fix
      Their Remuneration
3     Approve Cash Compensation to Directors  For       For          Management
4     Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities with or
      without Preemptive Rights
5     Approve Repurchase of Up to 10 Percent  For       For          Management
      of Issued Capital


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BIOMARIN PHARMACEUTICAL INC.

Ticker:       BMRN           Security ID:  09061G101
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jean-Jacques Bienaime    For       For          Management
1.2   Elect Director Michael Grey             For       For          Management
1.3   Elect Director Elaine J. Heron          For       For          Management
1.4   Elect Director Pierre Lapalme           For       For          Management
1.5   Elect Director V. Bryan Lawlis          For       For          Management
1.6   Elect Director Richard A. Meier         For       For          Management
1.7   Elect Director Alan J. Lewis            For       For          Management
1.8   Elect Director William D. Young         For       For          Management
1.9   Elect Director Kenneth M. Bate          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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BJ'S RESTAURANTS, INC.

Ticker:       BJRI           Security ID:  09180C106
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gerald (Jerry) W.        For       For          Management
      Deitchle
1.2   Elect Director James (Jim) A. Dal Pozzo For       For          Management
1.3   Elect Director J. Roger King            For       For          Management
1.4   Elect Director Larry D. Bouts           For       For          Management
1.5   Elect Director John (Jack) F.           For       For          Management
      Grundhofer
1.6   Elect Director Peter (Pete) A. Bassi    For       For          Management
1.7   Elect Director William (Bill) L. Hyde,  For       For          Management
      Jr.
1.8   Elect Director Lea Anne S. Ottinger     For       For          Management
1.9   Elect Director Henry Gomez              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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BORGWARNER INC.

Ticker:       BWA            Security ID:  099724106
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Phyllis O. Bonanno       For       For          Management
2     Elect Director Alexis P. Michas         For       For          Management
3     Elect Director Richard O. Schaum        For       For          Management
4     Elect Director Thomas T. Stallkamp      For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors


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C.H. ROBINSON WORLDWIDE, INC.

Ticker:       CHRW           Security ID:  12541W209
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David W. MacLennan       For       For          Management
2     Elect Director James B. Stake           For       For          Management
3     Elect Director John P. Wiehoff          For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Declassify the Board of Directors       For       For          Management
6     Ratify Auditors                         For       For          Management


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CARMAX, INC.

Ticker:       KMX            Security ID:  143130102
Meeting Date: JUN 25, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey E. Garten        For       For          Management
1.2   Elect Director Vivian M. Stephenson     For       For          Management
1.3   Elect Director Beth A. Stewart          For       For          Management
1.4   Elect Director William R. Tiefel        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Declassify the Board of Directors       Against   For          Shareholder


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CAVIUM, INC.

Ticker:       CAVM           Security ID:  14964U108
Meeting Date: JUN 08, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sanjay Mehrotra          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CERNER CORPORATION

Ticker:       CERN           Security ID:  156782104
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Clifford W. Illig        For       For          Management
2     Elect Director William B. Neaves        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Declassify the Board of Directors       Against   For          Shareholder


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CF INDUSTRIES HOLDINGS, INC.

Ticker:       CF             Security ID:  125269100
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen A. Furbacher     For       Withhold     Management
1.2   Elect Director John D. Johnson          For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       Against   For          Shareholder
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Francisco D'Souza        For       For          Management
2     Elect Director John N. Fox, Jr.         For       For          Management
3     Elect Director Thomas M. Wendel         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Provide Right to Call Special Meeting   For       For          Management
6     Ratify Auditors                         For       For          Management
7     Declassify the Board of Directors       Against   For          Shareholder


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COMSCORE, INC.

Ticker:       SCOR           Security ID:  20564W105
Meeting Date: JUL 26, 2011   Meeting Type: Annual
Record Date:  MAY 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Magid M. Abraham         For       For          Management
1.2   Elect Director William Katz             For       For          Management
1.3   Elect Director Jarl Mohn                For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Amend Omnibus Stock Plan                For       For          Management


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CONCUR TECHNOLOGIES, INC.

Ticker:       CNQR           Security ID:  206708109
Meeting Date: MAR 14, 2012   Meeting Type: Annual
Record Date:  JAN 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. Steven Singh          For       For          Management
1.2   Elect Director Jeffrey T. Seely         For       For          Management
1.3   Elect Director Randall H. Talbot        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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CORE LABORATORIES N.V.

Ticker:       CLB            Security ID:  N22717107
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard L. Bergmark      For       For          Management
1.2   Elect Director Margaret Ann van Kempen  For       For          Management
2     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
3a    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3b    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Approve Financial Statements and        For       For          Management
      Statutory Reports
5     Approve Cancellation of Repurchased     For       For          Management
      Shares
6     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
7     Grant Board Authority to Issue          For       For          Management
      Ordinary and Preference Shares Up To
      20 Percent of Issued Capital
8     Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 7
9     Approval of Amendments to the           For       For          Management
      Company's Articles of Association


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COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 26, 2012   Meeting Type: Annual
Record Date:  NOV 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James D. Sinegal         For       For          Management
1.2   Elect Director Jeffrey H. Brotman       For       For          Management
1.3   Elect Director Richard A. Galanti       For       For          Management
1.4   Elect Director Daniel J. Evans          For       For          Management
1.5   Elect Director Jeffrey S. Raikes        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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DENDREON CORPORATION

Ticker:       DNDN           Security ID:  24823Q107
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John H. Johnson          For       For          Management
2     Elect Director Susan B. Bayh            For       For          Management
3     Elect Director Dennis M. Fenton         For       For          Management
4     Elect Director David L. Urdal           For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Ratify Auditors                         For       For          Management


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

DICK'S SPORTING GOODS, INC.

Ticker:       DKS            Security ID:  253393102
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Colombo       For       For          Management
1.2   Elect Director Larry D. Stone           For       For          Management
2     Approve Omnibus Stock Plan              For       Against      Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

DRIL-QUIP, INC.

Ticker:       DRQ            Security ID:  262037104
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director L. H. Dick Robertson     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management


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

EXPEDIA, INC.

Ticker:       EXPE           Security ID:  30212P105
Meeting Date: DEC 06, 2011   Meeting Type: Annual
Record Date:  OCT 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Spin-Off Agreement              For       For          Management
2     Approve Reverse Stock Split             For       Against      Management
3     Approve Merger Agreement                For       For          Management
4     Amend Certificate of Incorporation      For       For          Management
      Renouncing Interest in Transactions
      that may be a Corporate Opportunity
      for both Expedia and TripAdvisor
5.1   Elect Director A. George 'Skip' Battle  For       For          Management
5.2   Elect Director Barry Diller             For       Withhold     Management
5.3   Elect Director Jonathan L. Dolgen       For       For          Management
5.4   Elect Director William R. Fitzgerald    For       Withhold     Management
5.5   Elect Director Craig A. Jacobson        For       For          Management
5.6   Elect Director Victor A. Kaufman        For       Withhold     Management
5.7   Elect Director Peter M. Kern            For       For          Management
5.8   Elect Director Dara Khosrowshahi        For       Withhold     Management
5.9   Elect Director John C. Malone           For       Withhold     Management
5.10  Elect Director Jose A. Tazon            For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mark A. Emmert           For       For          Management
2     Elect Director R. Jordan Gates          For       For          Management
3     Elect Director Dan P. Kourkoumelis      For       For          Management
4     Elect Director Michael J. Malone        For       For          Management
5     Elect Director John W. Meisenbach       For       For          Management
6     Elect Director Peter J. Rose            For       For          Management
7     Elect Director James L. K. Wang         For       For          Management
8     Elect Director Robert R. Wright         For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Approve Stock Option Plan               For       For          Management
11    Ratify Auditors                         For       For          Management
12    Require Independent Board Chairman      Against   For          Shareholder


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

F5 NETWORKS, INC.

Ticker:       FFIV           Security ID:  315616102
Meeting Date: MAR 15, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jonathan Chadwick        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       Against   For          Shareholder


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

FARO TECHNOLOGIES, INC.

Ticker:       FARO           Security ID:  311642102
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lynn Brubaker            For       For          Management
1.2   Elect Director Simon Raab               For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

FASTENAL COMPANY

Ticker:       FAST           Security ID:  311900104
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert A. Kierlin        For       For          Management
1.2   Elect Director Stephen M. Slaggie       For       For          Management
1.3   Elect Director Michael M. Gostomski     For       For          Management
1.4   Elect Director Willard D. Oberton       For       For          Management
1.5   Elect Director Michael J. Dolan         For       For          Management
1.6   Elect Director Reyne K. Wisecup         For       For          Management
1.7   Elect Director Hugh L. Miller           For       For          Management
1.8   Elect Director Michael J. Ancius        For       For          Management
1.9   Elect Director Scott A. Satterlee       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors


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

FINANCIAL ENGINES, INC.

Ticker:       FNGN           Security ID:  317485100
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director E. Olena Berg-Lacy       For       For          Management
1.2   Elect Director John B. Shoven           For       For          Management
1.3   Elect Director David B. Yoffie          For       For          Management
2     Ratify Auditors                         For       For          Management


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

FIRSTSERVICE CORPORATION

Ticker:       FSV            Security ID:  33761N109
Meeting Date: APR 11, 2012   Meeting Type: Annual/Special
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
2.1   Elect Director David R. Beatty          For       For          Management
2.2   Elect Director Brendan Calder           For       For          Management
2.3   Elect Director Peter F. Cohen           For       For          Management
2.4   Elect Director Bernard I. Ghert         For       For          Management
2.5   Elect Director Michael D. Harris        For       For          Management
2.6   Elect Director Jay S. Hennick           For       For          Management
2.7   Elect Director Steven S. Rogers         For       For          Management
3     Re-approve Stock Option Plan            For       Against      Management


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

FLEETCOR TECHNOLOGIES, INC.

Ticker:       FLT            Security ID:  339041105
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew B. Balson         For       For          Management
1.2   Elect Director Bruce R. Evans           For       For          Management
1.3   Elect Director Glenn W. Marschel        For       For          Management
2     Ratify Auditors                         For       For          Management


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

FLIR SYSTEMS, INC.

Ticker:       FLIR           Security ID:  302445101
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Earl R. Lewis            For       For          Management
1.2   Elect Director Steven E. Wynne          For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       Against   For          Shareholder
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

FMC TECHNOLOGIES, INC.

Ticker:       FTI            Security ID:  30249U101
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mike R. Bowlin           For       For          Management
2     Elect Director Philip J. Burguieres     For       For          Management
3     Elect Director Edward J. Mooney         For       For          Management
4     Elect Director James M. Ringler         For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       For       For          Management


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

FOSSIL, INC.

Ticker:       FOSL           Security ID:  349882100
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Elaine Agather           For       For          Management
1.2   Elect Director Jeffrey N. Boyer         For       For          Management
1.3   Elect Director Kosta N. Kartsotis       For       For          Management
1.4   Elect Director Diane Neal               For       For          Management
1.5   Elect Director Thomas M. Nealon         For       For          Management
1.6   Elect Director Elysia Holt Ragusa       For       For          Management
1.7   Elect Director Jal S. Shroff            For       For          Management
1.8   Elect Director James E. Skinner         For       For          Management
1.9   Elect Director Michael Steinberg        For       For          Management
1.10  Elect Director Donald J. Stone          For       For          Management
1.11  Elect Director James M. Zimmerman       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Supply Chain Environmental    Against   For          Shareholder
      Management


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

FUSION-IO INC

Ticker:       FIO            Security ID:  36112J107
Meeting Date: NOV 18, 2011   Meeting Type: Annual
Record Date:  SEP 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christopher J. Schaepe   For       For          Management
1.2   Elect Director Rick C. White            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

FXCM INC.

Ticker:       FXCM           Security ID:  302693106
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Ahdout           For       For          Management
1.2   Elect Director James Brown              For       For          Management
1.3   Elect Director Robin Davis              For       For          Management
1.4   Elect Director Perry Fish               For       For          Management
1.5   Elect Director Kenneth Grossman         For       For          Management
1.6   Elect Director Arthur Gruen             For       For          Management
1.7   Elect Director Eric LeGoff              For       For          Management
1.8   Elect Director Dror (Drew) Niv          For       For          Management
1.9   Elect Director David Sakhai             For       For          Management
1.10  Elect Director Ryan Silverman           For       For          Management
1.11  Elect Director Eduard Yusupov           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GILDAN ACTIVEWEAR INC.

Ticker:       GIL            Security ID:  375916103
Meeting Date: FEB 09, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William D. Anderson      For       For          Management
1.2   Elect Director Glenn J. Chamandy        For       For          Management
1.3   Elect Director Russell Goodman          For       For          Management
1.4   Elect Director George Heller            For       For          Management
1.5   Elect Director Sheila O'Brien           For       For          Management
1.6   Elect Director Pierre Robitaille        For       For          Management
1.7   Elect Director James R. Scarborough     For       For          Management
1.8   Elect Director Richard P. Strubel       For       For          Management
1.9   Elect Director Gonzalo F. Valdes-Fauli  For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Approve Employee Share Purchase Plan    For       For          Management
4     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

GLOBAL EDUCATION & TECHNOLOGY GROUP LTD.

Ticker:       GEDU           Security ID:  37951A108
Meeting Date: DEC 12, 2011   Meeting Type: Annual
Record Date:  OCT 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Gary Xinzhong Xu as Director    For       For          Management
2     Ratify PricewaterhouseCoopers Zhong     For       For          Management
      Tian CPAs Limited Company as Auditors


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

GLOBAL EDUCATION & TECHNOLOGY GROUP LTD.

Ticker:       GEDU           Security ID:  37951A108
Meeting Date: DEC 19, 2011   Meeting Type: Special
Record Date:  DEC 09, 2011

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


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

GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry Page               For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Eric E. Schmidt          For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director Diane B. Greene          For       For          Management
1.6   Elect Director John L. Hennessy         For       For          Management
1.7   Elect Director Ann Mather               For       For          Management
1.8   Elect Director Paul S. Otellini         For       For          Management
1.9   Elect Director K. Ram Shriram           For       For          Management
1.10  Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Authorize a New Class of Common Stock   For       Against      Management
4     Increase Authorized Common Stock        For       Against      Management
5     Amend Charter to Provide For Class A    For       For          Management
      Common Holders to Receive Equal
      Consideration as Class B Common
      Holders in event of any Merger,
      Consolidation or Business Combination
6     Approve Omnibus Stock Plan              For       Against      Management
7     Approve Omnibus Stock Plan              For       Against      Management
8     Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
9     Amend Articles Regarding Arbitration    Against   Against      Shareholder
      of Shareholder Lawsuits
10    Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to have One-vote per Share


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

GRACO INC.

Ticker:       GGG            Security ID:  384109104
Meeting Date: APR 20, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Carroll       For       Withhold     Management
1.2   Elect Director Jack W. Eugster          For       Withhold     Management
1.3   Elect Director R. William Van Sant      For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

GREEN DOT CORPORATION

Ticker:       GDOT           Security ID:  39304D102
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth C. Aldrich       For       For          Management
1.2   Elect Director Virginia L. Hanna        For       For          Management
2     Ratify Auditors                         For       For          Management


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

GREEN MOUNTAIN COFFEE ROASTERS, INC.

Ticker:       GMCR           Security ID:  393122106
Meeting Date: MAR 22, 2012   Meeting Type: Annual
Record Date:  JAN 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William D. Davis         For       For          Management
1.2   Elect Director Jules A. del Vecchio     For       For          Management
1.3   Elect Director Robert P. Stiller        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Increase Authorized Common Stock        For       Against      Management
4     Ratify Auditors                         For       For          Management


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

GREENLIGHT CAPITAL RE, LTD.

Ticker:       GLRE           Security ID:  G4095J109
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Alan Brooks as GLRE Director      For       For          Management
1b    Elect David Einhorn as GLRE Director    For       Against      Management
1c    Elect Leonard Goldberg as GLRE Director For       Against      Management
1d    Elect Barton Hedges as GLRE Director    For       Against      Management
1e    Elect Ian Isaacs as GLRE Director       For       Against      Management
1f    Elect Frank Lackner as GLRE Director    For       For          Management
1g    Elect Bryan Murphy as GLRE Director     For       For          Management
1h    Elect Joseph Platt as GLRE Director     For       For          Management
2a    Elect Alan Brooks as Greenlight Re      For       For          Management
      Subsidiary Director
2b    Elect David Einhorn as Greenlight Re    For       For          Management
      Subsidiary Director
2c    Elect Leonard Goldberg as Greenlight    For       For          Management
      Re Subsidiary Director
2d    Elect Barton Hedges as Greenlight Re    For       For          Management
      Subsidiary Director
2e    Elect Ian Isaacs as Greenlight Re       For       For          Management
      Subsidiary Director
2f    Elect Frank Lackner as Greenlight Re    For       For          Management
      Subsidiary Director
2g    Elect Bryan Murphy as Greenlight Re     For       For          Management
      Subsidiary Director
2h    Elect Joseph Platt as Greenlight Re     For       For          Management
      Subsidiary Director
3a    Elect Leonard Goldberg as GRIL          For       For          Management
      Subsidiary Director
3b    Elect Philip Harkin as GRIL Subsidiary  For       For          Management
      Director
3c    Elect Barton Hedges as GRIL Subsidiary  For       For          Management
      Director
3d    Elect Frank Lackner as GRIL Subsidiary  For       For          Management
      Director
3e    Elect David Maguire as GRIL Subsidiary  For       For          Management
      Director
3f    Elect Brendan Tuohy as GRIL Subsidiary  For       For          Management
      Director
4     Ratify BDO USA, LLP as Auditors         For       For          Management
5     Ratify BDO Cayman Ltd. as auditors of   For       For          Management
      Greenlight Re
6     Ratify BDO Ireland as ausitors of GRIL  For       For          Management
7     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

Ticker:       HAR            Security ID:  413086109
Meeting Date: DEC 07, 2011   Meeting Type: Annual
Record Date:  OCT 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian F. Carroll         For       For          Management
1.2   Elect Director Hellene S. Runtagh       For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

HEICO CORPORATION

Ticker:       HEI            Security ID:  422806109
Meeting Date: MAR 26, 2012   Meeting Type: Annual
Record Date:  JAN 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Adolfo Henriques         For       For          Management
1.2   Elect Director Samuel L. Higginbottom   For       For          Management
1.3   Elect Director Mark H. Hildebrandt      For       For          Management
1.4   Elect Director Wolfgang Mayrhuber       For       For          Management
1.5   Elect Director Eric A. Mendelson        For       For          Management
1.6   Elect Director Laurans A. Mendelson     For       For          Management
1.7   Elect Director Victor H. Mendelson      For       For          Management
1.8   Elect Director Alan Schriesheim         For       For          Management
1.9   Elect Director Frank J. Schwitter       For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Increase Authorized Common Stock        For       Against      Management
4     Increase Authorized Class A Common      For       Against      Management
      Stock
5     Ratify Auditors                         For       For          Management


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

HITTITE MICROWAVE CORPORATION

Ticker:       HITT           Security ID:  43365Y104
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen G. Daly          For       For          Management
1.2   Elect Director Ernest L. Godshalk       For       For          Management
1.3   Elect Director Rick D. Hess             For       For          Management
1.4   Elect Director Adrienne M. Markham      For       For          Management
1.5   Elect Director Brian P. McAloon         For       For          Management
1.6   Elect Director Cosmo S. Trapani         For       For          Management
1.7   Elect Director Franklin Weigold         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

HUMAN GENOME SCIENCES, INC.

Ticker:       HGSI           Security ID:  444903108
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Allan Baxter             For       For          Management
1.2   Elect Director Richard J. Danzig        For       For          Management
1.3   Elect Director Colin Goddard            For       For          Management
1.4   Elect Director Maxine Gowen             For       For          Management
1.5   Elect Director Tuan Ha-Ngoc             For       For          Management
1.6   Elect Director A. N. 'Jerry' Karabelas  For       For          Management
1.7   Elect Director John L. LaMattina        For       For          Management
1.8   Elect Director Augustine Lawlor         For       For          Management
1.9   Elect Director George J. Morrow         For       For          Management
1.10  Elect Director Gregory Norden           For       For          Management
1.11  Elect Director H. Thomas Watkins        For       For          Management
1.12  Elect Director Robert C. Young          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

HURON CONSULTING GROUP INC.

Ticker:       HURN           Security ID:  447462102
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director DuBose Ausley            For       For          Management
1.2   Elect Director John S. Moody            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Auditors                         For       For          Management


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

IHS INC.

Ticker:       IHS            Security ID:  451734107
Meeting Date: APR 12, 2012   Meeting Type: Annual
Record Date:  FEB 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ruann F. Ernst           For       For          Management
1.2   Elect Director Christoph v. Grolman     For       For          Management
1.3   Elect Director Richard W. Roedel        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

II-VI INCORPORATED

Ticker:       IIVI           Security ID:  902104108
Meeting Date: NOV 04, 2011   Meeting Type: Annual
Record Date:  SEP 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carl J. Johnson          For       Withhold     Management
1.2   Elect Director Thomas E. Mistler        For       For          Management
1.3   Elect Director Joseph J. Corasanti      For       For          Management
1.4   Elect Director Howard H. Xia            For       For          Management
2     Increase Authorized Common Stock        For       Against      Management
3     Amend Articles of Incorporation to      For       For          Management
      Adopt Majority Voting for Uncontested
      Election of Directors and Eliminate
      Cumulative Voting
4     Amend Articles of Incorporation to      For       For          Management
      Amend Business Purpose Clause
5     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Ratify Auditors                         For       For          Management


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

INNERWORKINGS, INC.

Ticker:       INWK           Security ID:  45773Y105
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eric D. Belcher          For       For          Management
1.2   Elect Director Jack M. Greenberg        For       Withhold     Management
1.3   Elect Director Linda S. Wolf            For       Withhold     Management
1.4   Elect Director Eric P. Lefkofsky        For       For          Management
1.5   Elect Director Charles K. Bobrinskoy    For       Withhold     Management
1.6   Elect Director J. Patrick Gallagher,    For       Withhold     Management
      Jr.
1.7   Elect Director David Fisher             For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management


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

INTERDIGITAL, INC.

Ticker:       IDCC           Security ID:  45867G101
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gilbert F. Amelio        For       For          Management
2     Elect Director Steven T. Clontz         For       For          Management
3     Elect Director Edward B. Kamins         For       For          Management
4     Elect Director John A. Kritzmacher      For       For          Management
5     Elect Director William J. Merritt       For       For          Management
6     Elect Director Jean F. Rankin           For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Ratify Auditors                         For       For          Management


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

INTUITIVE SURGICAL, INC.

Ticker:       ISRG           Security ID:  46120E602
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary S. Guthart          For       For          Management
2     Elect Director Mark J. Rubash           For       For          Management
3     Elect Director Lonnie M. Smith          For       For          Management
4     Amend Stock Option Plan                 For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Declassify the Board of Directors       For       For          Management
7     Ratify Auditors                         For       For          Management


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

IPG PHOTONICS CORPORATION

Ticker:       IPGP           Security ID:  44980X109
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Valentin P. Gapontsev    For       For          Management
1.2   Elect Director Eugene Scherbakov        For       For          Management
1.3   Elect Director Igor Samartsev           For       For          Management
1.4   Elect Director Robert A. Blair          For       For          Management
1.5   Elect Director Michael C. Child         For       For          Management
1.6   Elect Director Michael R. Kampfe        For       For          Management
1.7   Elect Director Henry E. Gauthier        For       For          Management
1.8   Elect Director William S. Hurley        For       For          Management
1.9   Elect Director William F. Krupke        For       For          Management
2     Ratify Auditors                         For       For          Management


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

IRONWOOD PHARMACEUTICALS, INC.

Ticker:       IRWD           Security ID:  46333X108
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George H. Conrades       For       For          Management
1.2   Elect Director Joseph C. Cook, Jr.      For       For          Management
1.3   Elect Director David A. Ebersman        For       For          Management
2     Ratify Auditors                         For       For          Management


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

ITC HOLDINGS CORP.

Ticker:       ITC            Security ID:  465685105
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christopher H. Franklin  For       For          Management
1.2   Elect Director Edward G. Jepsen         For       For          Management
1.3   Elect Director Richard D. McLellan      For       For          Management
1.4   Elect Director William J. Museler       For       For          Management
1.5   Elect Director Hazel R. O'Leary         For       For          Management
1.6   Elect Director M. Michael Rounds        For       For          Management
1.7   Elect Director G. Bennett Stewart, III  For       For          Management
1.8   Elect Director Lee C. Stewart           For       For          Management
1.9   Elect Director J.C. Watts, Jr.          For       For          Management
1.10  Elect Director Joseph L. Welch          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

LANDSTAR SYSTEM, INC.

Ticker:       LSTR           Security ID:  515098101
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey C. Crowe         For       For          Management
1.2   Elect Director Henry H. Gerkens         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management


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

LIFE TECHNOLOGIES CORPORATION

Ticker:       LIFE           Security ID:  53217V109
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Donald W. Grimm          For       For          Management
2     Elect Director Ora H. Pescovitz         For       For          Management
3     Elect Director Per A. Peterson          For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

LINKEDIN CORPORATION

Ticker:       LNKD           Security ID:  53578A108
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leslie Kilgore           For       For          Management
1.2   Elect Director Jeffrey Weiner           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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

LIQUIDITY SERVICES, INC.

Ticker:       LQDT           Security ID:  53635B107
Meeting Date: FEB 29, 2012   Meeting Type: Annual
Record Date:  JAN 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Patrick W. Gross         For       For          Management
1.2   Elect Director Franklin D. Kramer       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LKQ CORPORATION

Ticker:       LKQX           Security ID:  501889208
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. Clinton Allen         For       For          Management
1.2   Elect Director Kevin F. Flynn           For       For          Management
1.3   Elect Director Ronald G. Foster         For       For          Management
1.4   Elect Director Joseph M. Holsten        For       For          Management
1.5   Elect Director Blythe J. McGarvie       For       For          Management
1.6   Elect Director Paul M. Meister          For       For          Management
1.7   Elect Director John F. O'Brien          For       For          Management
1.8   Elect Director Robert L. Wagman         For       For          Management
1.9   Elect Director William M. Webster, IV   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LUFKIN INDUSTRIES, INC.

Ticker:       LUFK           Security ID:  549764108
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Douglas V. Smith         For       For          Management
1.2   Elect Director John F. Anderson         For       For          Management
1.3   Elect Director Richard R. Stewart       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Increase Authorized Common Stock        For       For          Management
5     Amend Articles of Incorporation to      For       For          Management
      Update Certain Provisions Related to
      the Texas Business Organizations Code


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

MASIMO CORPORATION

Ticker:       MASI           Security ID:  574795100
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edward L. Cahill         For       For          Management
2     Elect Director Robert Coleman           For       Against      Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

MEAD JOHNSON NUTRITION COMPANY

Ticker:       MJN            Security ID:  582839106
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Stephen W. Golsby        For       For          Management
2     Elect Director Steven M. Altschuler     For       For          Management
3     Elect Director Howard B. Bernick        For       For          Management
4     Elect Director Kimberly A. Casiano      For       For          Management
5     Elect Director Anna C. Catalano         For       For          Management
6     Elect Director Celeste A. Clark         For       For          Management
7     Elect Director James M. Cornelius       For       For          Management
8     Elect Director Peter G. Ratcliffe       For       For          Management
9     Elect Director Elliott Sigal            For       For          Management
10    Elect Director Robert S. Singer         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


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

MONRO MUFFLER BRAKE, INC.

Ticker:       MNRO           Security ID:  610236101
Meeting Date: AUG 09, 2011   Meeting Type: Annual
Record Date:  JUN 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frederick M. Danziger    For       For          Management
1.2   Elect Director Robert G. Gross          For       For          Management
1.3   Elect Director Robert E. Mellor         For       For          Management
1.4   Elect Director Peter J. Solomon         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

MSCI INC.

Ticker:       MSCI           Security ID:  55354G100
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Benjamin F. Dupont       For       For          Management
2     Elect Director Henry A. Fernandez       For       For          Management
3     Elect Director Alice W. Handy           For       For          Management
4     Elect Director Catherine R. Kinney      For       For          Management
5     Elect Director  Linda H. Riefler        For       For          Management
6     Elect Director George W. Siguler        For       For          Management
7     Elect Director Patrick Tierney          For       For          Management
8     Elect Director Rodolphe M. Vallee       For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Ratify Auditors                         For       For          Management
11    Approve Elimination of Class B Common   For       For          Management
      Stock; Increase Authorized Class A
      Common Stock; Reclassify Class A
      Common Stock and Make Certain Other
      Conforming Changes


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

MYLAN INC.

Ticker:       MYL            Security ID:  628530107
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Coury          For       For          Management
1.2   Elect Director Rodney L. Piatt          For       For          Management
1.3   Elect Director Heather Bresch           For       For          Management
1.4   Elect Director Wendy Cameron            For       For          Management
1.5   Elect Director Robert J. Cindrich       For       For          Management
1.6   Elect Director Neil Dimick              For       For          Management
1.7   Elect Director Douglas J. Leech         For       For          Management
1.8   Elect Director Joseph C. Maroon         For       For          Management
1.9   Elect Director Mark W. Parrish          For       For          Management
1.10  Elect Director C.B. Todd                For       For          Management
1.11  Elect Director Randall L. Vanderveen    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
5     Report on Political Contributions       Against   For          Shareholder
6     Require Independent Board Chairman      Against   For          Shareholder


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

NATIONAL INSTRUMENTS CORPORATION

Ticker:       NATI           Security ID:  636518102
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Duy-Loan T. Le           For       For          Management
1.2   Elect Director Charles J. Roesslein     For       For          Management
2     Ratify Auditors                         For       For          Management


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

NIC INC.

Ticker:       EGOV           Security ID:  62914B100
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harry H. Herington       For       For          Management
1.2   Elect Director Art N. Burtscher         For       For          Management
1.3   Elect Director Daniel J. Evans          For       For          Management
1.4   Elect Director Karen S. Evans           For       For          Management
1.5   Elect Director Ross C. Hartley          For       Withhold     Management
1.6   Elect Director C. Brad Henry            For       For          Management
1.7   Elect Director Alexander C. Kemper      For       For          Management
1.8   Elect Director William M. Lyons         For       For          Management
1.9   Elect Director Pete Wilson              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management


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

OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Spencer Abraham          For       For          Management
2     Elect Director Howard I. Atkins         For       For          Management
3     Elect Director Stephen I. Chazen        For       For          Management
4     Elect Director Edward P. Djerejian      For       For          Management
5     Elect Director John E. Feick            For       For          Management
6     Elect Director Margaret M. Foran        For       For          Management
7     Elect Director Carlos M. Gutierrez      For       For          Management
8     Elect Director Ray R. Irani             For       For          Management
9     Elect Director Avedick B. Poladian      For       For          Management
10    Elect Director Aziz D. Syriani          For       For          Management
11    Elect Director Rosemary Tomich          For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Ratify Auditors                         For       For          Management
14    Request Director Nominee with           Against   Against      Shareholder
      Environmental Qualifications


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

OCEANEERING INTERNATIONAL, INC.

Ticker:       OII            Security ID:  675232102
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jerold J. DesRoche       For       For          Management
1.2   Elect Director John R. Huff             For       For          Management
1.3   Elect Director M. Kevin McEvoy          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

POLYCOM, INC.

Ticker:       PLCM           Security ID:  73172K104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Directror Andrew M. Miller        For       For          Management
2     Elect Director Betsy S. Atkins          For       For          Management
3     Elect Director David G. DeWalt          For       For          Management
4     Elect Director John A. Kelley, Jr.      For       For          Management
5     Elect Director D. Scott Mercer          For       For          Management
6     Elect Director William A. Owens         For       For          Management
7     Elect Director Kevin T. Parker          For       For          Management
8     Amend Executive Incentive Bonus Plan    For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Ratify Auditors                         For       For          Management


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

PORTFOLIO RECOVERY ASSOCIATES, INC.

Ticker:       PRAA           Security ID:  73640Q105
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven D. Fredrickson    For       For          Management
1.2   Elect Director Penelope W. Kyle         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen F. Angel         For       For          Management
1.2   Elect Director Oscar Bernardes          For       For          Management
1.3   Elect Director Bret K. Clayton          For       For          Management
1.4   Elect Director Nance K. Dicciani        For       For          Management
1.5   Elect Director Edward G. Galante        For       For          Management
1.6   Elect Director Claire W. Gargalli       For       For          Management
1.7   Elect Director Ira D. Hall              For       For          Management
1.8   Elect Director Raymond W. LeBoeuf       For       For          Management
1.9   Elect Director Larry D. McVay           For       For          Management
1.10  Elect Director Wayne T. Smith           For       For          Management
1.11  Elect Director Robert L. Wood           For       For          Management
2     Provide Right to Call Special Meeting   For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
5     Ratify Auditors                         For       For          Management


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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 16, 2011   Meeting Type: Annual
Record Date:  JUN 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Don R. Graber            For       For          Management
1.2   Elect Director Lester L. Lyles          For       For          Management
1.3   Elect Director Timothy A. Wicks         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

PRICELINE.COM INCORPORATED

Ticker:       PCLN           Security ID:  741503403
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffery H. Boyd          For       For          Management
1.2   Elect Director Ralph M. Bahna           For       For          Management
1.3   Elect Director Howard W. Barker, Jr.    For       For          Management
1.4   Elect Director Jan L. Docter            For       For          Management
1.5   Elect Director Jeffrey E. Epstein       For       For          Management
1.6   Elect Director James M. Guyette         For       For          Management
1.7   Elect Director Nancy B. Peretsman       For       For          Management
1.8   Elect Director Craig W. Rydin           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder


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

PSS WORLD MEDICAL, INC.

Ticker:       PSSI           Security ID:  69366A100
Meeting Date: AUG 25, 2011   Meeting Type: Annual
Record Date:  JUN 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles E. Adair         For       For          Management
1.2   Elect Director Alvin R. Carpenter       For       For          Management
1.3   Elect Director Stephen H. Rogers        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

QLIK TECHNOLOGIES INC.

Ticker:       QLIK           Security ID:  74733T105
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Deborah C. Hopkins       For       For          Management
1.2   Elect Director Paul Wahl                For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 06, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barbara T. Alexander     For       For          Management
1.2   Elect Director Stephen M. Bennett       For       For          Management
1.3   Elect Director Donald G. Cruickshank    For       For          Management
1.4   Elect Director Raymond V. Dittamore     For       For          Management
1.5   Elect Director Thomas W. Horton         For       For          Management
1.6   Elect Director Paul E. Jacobs           For       For          Management
1.7   Elect Director Robert E. Kahn           For       For          Management
1.8   Elect Director Sherry Lansing           For       For          Management
1.9   Elect Director Duane A. Nelles          For       For          Management
1.10  Elect Director Francisco Ros            For       For          Management
1.11  Elect Director Brent Scowcroft          For       For          Management
1.12  Elect Director Marc I. Stern            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Eliminate Provision Relating to         For       For          Management
      Plurality Voting for the Election of
      Directors


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

REALPAGE, INC.

Ticker:       RP             Security ID:  75606N109
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey T. Leeds         For       For          Management
1.2   Elect Director Scott S. Ingraham        For       For          Management
2     Ratify Auditors                         For       For          Management


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

RESOURCES CONNECTION, INC.

Ticker:       RECN           Security ID:  76122Q105
Meeting Date: OCT 26, 2011   Meeting Type: Annual
Record Date:  AUG 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Kistinger      For       For          Management
1.2   Elect Director Jolene Sarkis            For       For          Management
1.3   Elect Director Anne Shih                For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

ROBERT HALF INTERNATIONAL INC.

Ticker:       RHI            Security ID:  770323103
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew S. Berwick, Jr.   For       For          Management
1.2   Elect Director Harold M. Messmer, Jr.   For       For          Management
1.3   Elect Director Barbara J. Novogradac    For       For          Management
1.4   Elect Director Robert J. Pace           For       For          Management
1.5   Elect Director Frederick A. Richman     For       For          Management
1.6   Elect Director M. Keith Waddell         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ROCKWELL AUTOMATION, INC.

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 07, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Betty C. Alewine         For       For          Management
1.2   Elect Director Verne G. Istock          For       For          Management
1.3   Elect Director David B. Speer           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

RUE21, INC.

Ticker:       RUE            Security ID:  781295100
Meeting Date: JUN 08, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Megrue              For       For          Management
1.2   Elect Director Macon Brock              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SALESFORCE.COM, INC.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Craig Ramsey             For       Against      Management
2     Elect Director Sanford R. Robertson     For       Against      Management
3     Elect Director Maynard Webb             For       Against      Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Declassify the Board of Directors       Against   For          Shareholder


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  FEB 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter L.S. Currie        For       For          Management
1.2   Elect Director Tony Isaac               For       For          Management
1.3   Elect Director K. Vaman Kamath          For       For          Management
1.4   Elect Director Paal Kibsgaard           For       For          Management
1.5   Elect Director Nikolay Kudryavtsev      For       For          Management
1.6   Elect Director Adrian Lajous            For       For          Management
1.7   Elect Director Michael E. Marks         For       For          Management
1.8   Elect Director Elizabeth Moler          For       For          Management
1.9   Elect Director Lubna S. Olayan          For       For          Management
1.10  Elect Director Leo Rafael Reif          For       For          Management
1.11  Elect Director Tore I. Sandvold         For       For          Management
1.12  Elect Director Henri Seydoux            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Adopt and Approve Financials and        For       For          Management
      Dividends
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan


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

SERVICESOURCE INTERNATIONAL, INC.

Ticker:       SREV           Security ID:  81763U100
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce W. Dunlevie        For       For          Management
1.2   Elect Director Barry D. Reynolds        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

SHUTTERFLY, INC.

Ticker:       SFLY           Security ID:  82568P304
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey T. Housenbold    For       For          Management
2     Elect Director James N. White           For       For          Management
3     Elect Director Stephen J. Killeen       For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management


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

SIGNATURE BANK

Ticker:       SBNY           Security ID:  82669G104
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kathryn A. Byrne         For       For          Management
1.2   Elect Director Alfonse M. D'Amato       For       For          Management
1.3   Elect Director Jeffrey W. Meshel        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SILVER WHEATON CORP.

Ticker:       SLW            Security ID:  828336107
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lawrence I. Bell         For       For          Management
1.2   Elect Director George L. Brack          For       For          Management
1.3   Elect Director John A. Brough           For       For          Management
1.4   Elect Director R. Peter Gillin          For       For          Management
1.5   Elect Director Douglas M. Holtby        For       For          Management
1.6   Elect Director Eduardo Luna             For       For          Management
1.7   Elect Director Wade D. Nesmith          For       For          Management
1.8   Elect Director Randy V.J. Smallwood     For       For          Management
2     Approve Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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

SINA CORPORATION

Ticker:       SINA           Security ID:  G81477104
Meeting Date: NOV 04, 2011   Meeting Type: Annual
Record Date:  SEP 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Pehong Chen as Director           For       For          Management
2     Elect Lip-Bu Tan as Director            For       For          Management
3     Appoint PricewaterhouseCoopers Zhong    For       For          Management
      Tian CPAs Limited Company as Auditors
      and Authorize Board to Fix Their
      Remuneration


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

SOLERA HOLDINGS, INC.

Ticker:       SLH            Security ID:  83421A104
Meeting Date: NOV 10, 2011   Meeting Type: Annual
Record Date:  SEP 30, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tony Aquila              For       For          Management
1.2   Elect Director Arthur F. Kingsbury      For       For          Management
1.3   Elect Director Kenneth A. Viellieu      For       For          Management
1.4   Elect Director Thomas C. Wajnert        For       For          Management
1.5   Elect Director Stuart J. Yarbrough      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

STANTEC INC.

Ticker:       STN            Security ID:  85472N109
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Douglas K. Ammerman      For       For          Management
1.2   Elect Director Robert J. Bradshaw       For       For          Management
1.3   Elect Director David L. Emerson         For       For          Management
1.4   Elect Director Delores M. Etter         For       For          Management
1.5   Elect Director Anthony P. Franceschini  For       For          Management
1.6   Elect Director Robert J. Gomes          For       For          Management
1.7   Elect Director Susan E. Hartman         For       For          Management
1.8   Elect Director Aram H. Keith            For       For          Management
1.9   Elect Director Ivor M. Ruste            For       For          Management
2     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

T. ROWE PRICE GROUP, INC.

Ticker:       TROW           Security ID:  74144T108
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edward C. Bernard        For       For          Management
2     Elect Director James T. Brady           For       For          Management
3     Elect Director J. Alfred Broaddus, Jr.  For       For          Management
4     Elect Director Donald B. Hebb, Jr.      For       For          Management
5     Elect Director James A.C. Kennedy       For       For          Management
6     Elect Director Robert F. MacLellan      For       For          Management
7     Elect Director Brian C. Rogers          For       For          Management
8     Elect Director Alfred Sommer            For       For          Management
9     Elect Director Dwight S. Taylor         For       For          Management
10    Elect Director Anne Marie Whittemore    For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Approve Omnibus Stock Plan              For       Against      Management
13    Ratify Auditors                         For       For          Management


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

TEAVANA HOLDINGS, INC.

Ticker:       TEA            Security ID:  87819P102
Meeting Date: JUN 01, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Dennis         For       For          Management
1.2   Elect Director John E. Kyees            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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

TEVA PHARMACEUTICAL INDUSTRIES LTD.

Ticker:       TEVA           Security ID:  881624209
Meeting Date: SEP 19, 2011   Meeting Type: Annual
Record Date:  AUG 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Final Dividend                  For       For          Management
2.1   Elect Chaim Hurvitz as Director         For       For          Management
2.2   Elect Ory Slonim as Director            For       For          Management
2.3   Elect Dan Suesskind as Director         For       For          Management
3.1   Elect Joseph Nitzani as External        For       For          Management
      Director and Approve His Remuneration
3.2   Elect Dafna Schwartz as External        For       For          Management
      Director and Approve Her Remuneration
4     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their Remuneration
5     Approve Director/Officer Liability and  For       For          Management
      Indemnification Insurance
6.1   Amend Remuneration of Vice Chairman     For       For          Management
6.2   Approve Reimbursement of Expenses of    For       For          Management
      Board Chairman


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

THE CHARLES SCHWAB CORPORATION

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Nancy H. Bechtle         For       For          Management
2     Elect Director Walter W. Bettinger, II  For       For          Management
3     Elect Director C. Preston Butcher       For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Declassify the Board of Directors       For       For          Management
7     Report on Political Contributions       Against   For          Shareholder
8     Adopt Proxy Access Right                Against   For          Shareholder


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

THE FRESH MARKET, INC.

Ticker:       TFM            Security ID:  35804H106
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brett Berry              For       For          Management
1.2   Elect Director David Rea                For       For          Management
1.3   Elect Director Bob Sasser               For       For          Management
1.4   Elect Director Steven Tanger            For       For          Management
1.5   Elect Director Craig Carlock            For       For          Management
1.6   Elect Director Jane Thompson            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management


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

THE MIDDLEBY CORPORATION

Ticker:       MIDD           Security ID:  596278101
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Directors Selim A. Bassoul        For       Withhold     Management
1.2   Elect Directors Robert B. Lamb          For       For          Management
1.3   Elect Directors Ryan Levenson           For       For          Management
1.4   Elect Directors John R. Miller III      For       For          Management
1.5   Elect Directors Gordon O'Brien          For       For          Management
1.6   Elect Directors Philip G. Putnam        For       For          Management
1.7   Elect Directors Sabin C. Streeter       For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Require a Majority Vote for the         None      For          Shareholder
      Election of Directors


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

THE ULTIMATE SOFTWARE GROUP, INC.

Ticker:       ULTI           Security ID:  90385D107
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc D. Scherr           For       Withhold     Management
1.2   Elect Director James A. FitzPatrick,    For       Withhold     Management
      Jr.
1.3   Elect Director Rick A. Wilber           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

THOR INDUSTRIES, INC.

Ticker:       THO            Security ID:  885160101
Meeting Date: DEC 13, 2011   Meeting Type: Annual
Record Date:  OCT 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Allen Kosowsky        For       For          Management
1.2   Elect Director Jan H. Suwinski          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

TRANSDIGM GROUP INCORPORATED

Ticker:       TDG            Security ID:  893641100
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  JAN 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Nicholas Howley       For       For          Management
1.2   Elect Director William Dries            For       For          Management
1.3   Elect Director Robert Small             For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

TRIPADVISOR, INC.

Ticker:       TRIP           Security ID:  896945201
Meeting Date: JUN 26, 2012   Meeting Type: Annual
Record Date:  APR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry Diller             For       Withhold     Management
1.2   Elect Director Stephen Kaufer           For       Withhold     Management
1.3   Elect Director William R. Fitzgerald    For       Withhold     Management
1.4   Elect Director Victor A. Kaufman        For       Withhold     Management
1.5   Elect Director Dara Khosrowshahi        For       Withhold     Management
1.6   Elect Director Jonathan F. Miller       For       For          Management
1.7   Elect Director Jeremy Philips           For       For          Management
1.8   Elect Director Sukhinder Singh Cassidy  For       For          Management
1.9   Elect Director Robert S. Wiesenthal     For       For          Management
1.10  Elect Director Michael P. Zeisser       For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

UNDER ARMOUR, INC.

Ticker:       UA             Security ID:  904311107
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin A. Plank           For       For          Management
1.2   Elect Director Byron K. Adams, Jr.      For       For          Management
1.3   Elect Director Douglas E. Coltharp      For       For          Management
1.4   Elect Director Anthony W. Deering       For       For          Management
1.5   Elect Director A.B. Krongard            For       For          Management
1.6   Elect Director William R. McDermott     For       For          Management
1.7   Elect Director Harvey L. Sanders        For       For          Management
1.8   Elect Director Thomas J. Sippel         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

UNIVERSAL DISPLAY CORPORATION

Ticker:       PANL           Security ID:  91347P105
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven V. Abramson       For       Withhold     Management
1.2   Elect Director Leonard Becker           For       For          Management
1.3   Elect Director Elizabeth H. Gemmill     For       For          Management
1.4   Elect Director C. Keith Hartley         For       For          Management
1.5   Elect Director Lawrence Lacerte         For       For          Management
1.6   Elect Director Sidney D. Rosenblatt     For       Withhold     Management
1.7   Elect Director Sherwin I. Seligsohn     For       Withhold     Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

VARIAN MEDICAL SYSTEMS, INC.

Ticker:       VAR            Security ID:  92220P105
Meeting Date: FEB 09, 2012   Meeting Type: Annual
Record Date:  DEC 13, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Timothy E. Guertin       For       For          Management
1.2   Elect Director David J. Illingworth     For       For          Management
1.3   Elect Director Ruediger Naumann-Etienne For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

VCA ANTECH, INC.

Ticker:       WOOF           Security ID:  918194101
Meeting Date: MAY 21, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John M. Baumer           For       For          Management
1.2   Elect Director Frank Reddick            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

VERIFONE SYSTEMS, INC.

Ticker:       PAY            Security ID:  92342Y109
Meeting Date: JUN 27, 2012   Meeting Type: Annual
Record Date:  MAY 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert W. Alspaugh       For       For          Management
1.2   Elect Director Douglas G. Bergeron      For       For          Management
1.3   Elect Director Dr. Leslie G. Denend     For       For          Management
1.4   Elect Director Alex W. Hart             For       For          Management
1.5   Elect Director Robert B. Henske         For       For          Management
1.6   Elect Director Richard A. McGinn        For       For          Management
1.7   Elect Director Eitan Raff               For       For          Management
1.8   Elect Director Jeffrey E. Stiefler      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

VERTEX PHARMACEUTICALS INCORPORATED

Ticker:       VRTX           Security ID:  92532F100
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey M. Leiden        For       For          Management
1.2   Elect Director Bruce I. Sachs           For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

VIRTUS INVESTMENT PARTNERS, INC.

Ticker:       VRTS           Security ID:  92828Q109
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Diane M. Coffey          For       For          Management
1.2   Elect Director Timothy A. Holt          For       For          Management
3     Ratify Auditors                         For       For          Management


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 31, 2012   Meeting Type: Annual
Record Date:  DEC 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary P. Coughlan         For       For          Management
2     Elect Director Mary B. Cranston         For       For          Management
3     Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
4     Elect Director Robert W. Matschullat    For       For          Management
5     Elect Director Cathy E. Minehan         For       For          Management
6     Elect Director Suzanne Nora Johnson     For       For          Management
7     Elect Director David J. Pang            For       For          Management
8     Elect Director Joseph W. Saunders       For       For          Management
9     Elect Director William S. Shanahan      For       For          Management
10    Elect Director John A. Swainson         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Amend Omnibus Stock Plan                For       For          Management
13    Ratify Auditors                         For       For          Management


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

VISTAPRINT N.V.

Ticker:       VPRT           Security ID:  N93540107
Meeting Date: SEP 30, 2011   Meeting Type: Special
Record Date:  SEP 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Repurchase of Up to 20        For       For          Management
      Percent of Issued Share Capital


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

VISTAPRINT N.V.

Ticker:       VPRT           Security ID:  N93540107
Meeting Date: NOV 03, 2011   Meeting Type: Annual
Record Date:  OCT 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Peter Gyenes to Supervisory Board For       For          Management
2     Approve Financial Statements            For       For          Management
3     Approve Discharge of Management Board   For       For          Management
4     Approve Discharge of Supervisory Board  For       For          Management
5     Approve Remuneration of Supervisory     For       For          Management
      Board
6     Grant Management Board Authority to     For       Against      Management
      Issue Shares
7     Authorize Board to Issue Preference     For       Against      Management
      Shares up to 100 percent of the Issued
      Share Capital
8     Authorize Board to Exclude Preemptive   For       Against      Management
      Rights from Issuance under Item 6 and 7
9     Ratify Ernst & Young LLP as Auditors    For       For          Management
10    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

VMWARE, INC.

Ticker:       VMW            Security ID:  928563402
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
2     Ratify Auditors                         For       For          Management


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

VOLCANO CORPORATION

Ticker:       VOLC           Security ID:  928645100
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R. Scott Huennekens      For       For          Management
1.2   Elect Director Lesley H. Howe           For       For          Management
1.3   Elect Director Ronald A. Matricaria     For       For          Management
2     Advisory Vote to Appoint Eric J. Topol  For       For          Management
      to the Board of Directors to Fill
      Class I Vacancy
3     Advisory Vote to Appoint Leslie V.      For       For          Management
      Norwalk to the Board of Directors to
      Fill Class II Vacancy
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

WASTE CONNECTIONS, INC.

Ticker:       WCN            Security ID:  941053100
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael W. Harlan        For       For          Management
2     Elect Director William J. Razzouk       For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Reduce Supermajority Vote Requirement   Against   For          Shareholder
6     Require Independent Board Chairman      Against   For          Shareholder


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

XUEDA EDUCATION GROUP

Ticker:       XUE            Security ID:  98418W109
Meeting Date: NOV 28, 2011   Meeting Type: Annual
Record Date:  OCT 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Consolidated Financial           For       For          Management
      Statements and Statutory Reports
2     Ratify Deloitte Touche Tohmatsu CPA     For       For          Management
      Ltd. as Auditors


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

YOUKU.COM INC.

Ticker:       YOKU           Security ID:  98742U100
Meeting Date: OCT 17, 2011   Meeting Type: Annual
Record Date:  AUG 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Change Company Name to Youku Inc.       For       For          Management

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



                                   SIGNATURE

   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.

                                           LIBERTY ALL-STAR GROWTH FUND, INC.

                                           By:    /s/ William Parmentier, Jr.
                                                  -----------------------------
                                                  WILLIAM PARMENTIER, JR.
                                                  PRESIDENT

                                           Date:  August 17, 2012