Buffalo Small Cap Fund N-PX Annual report of proxy voting record

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-08509

Buffalo Small Cap Fund, Inc.

(Exact name of registrant as specified in charter)

5420 West 61^st Place

Shawnee Mission, KS 66205

(Address of principal executive offices) (Zip code)

Kent W. Gasaway

5420 West 61^st Place

Shawnee Mission, KS 66205

(Name and address of agent for service)

Registrant's telephone number, including area code: (913) 384-1513

Date of fiscal year end: March 31

Date of reporting period: June 30, 2005

Item 1. Proxy Voting Record.

Name of Fund:	Buffalo Small Cap
Period:	July 1, 2004 - June 30, 2005

Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ABERCROMBIE & FITCH CO.	6/15/2005	323,800	002896207	anf
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		RUSSELL M. GERTMENIAN
For		ARCHIE M. GRIFFIN
For		ALLAN A. TUTTLE
For	For	2. TO APPROVE THE ABERCROMBIE & FITCH CO. 2005 LONG-TERM INCENTIVE PLAN		Issuer
For	For	3. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ADAPTEC, INC.	8/26/2004	1,928,250	00651F108	adpt
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		CARL J. CONTI
For		LUCIE J. FJELDSTAD
For		JOSEPH S. KENNEDY
For		ILENE H. LANG
For		ROBERT J. LOARIE
For		D. SCOTT MERCER
For		ROBERT N. STEPHENS
For		DOUGLAS E VAN HOUWELING
Against	For	2. TO APPROVE THE 2004 EQUITY INCENTIVE PLAN.		Issuer
For	For	3. TO RATIFY AND APPROVE THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2005.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ADTRAN, INC.	5/18/2005	1,624,700	00738A106	adtn
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		MARK C. SMITH
For		HOWARD A. THRAILKILL
For		RICHARD A. ANDERSON
For		W. FRANK BLOUNT
For		H. FENWICK HUSS
For		WILLIAM L. MARKS
For		ROY J. NICHOLS
For	For	2. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005		Issuer
Against	For	3. APPROVE THE ADTRAN, INC. 2005 DIRECTORS STOCK OPTION PLAN		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
A.G. EDWARDS, INC.	6/23/2005	431,050	281760108	age
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		SAMUEL C. HUTCHINSON JR
For		RONALD J. KESSLER
Against	For	2. TO APPROVE AN AMENDMENT TO THE COMPANY'S 1988 INCENTIVE STOCK PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE UNDER THE PLAN		Issuer
For	For	3. TO APPROVE AN AMENDMENT TO THE COMPANY'S 2002 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE UNDER THE PLAN		Issuer
Against	For	4. TO APPROVE THE COMPANY'S NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN		Issuer
For	For	5. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING FEBRUARY 28, 2006		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ALIGN TECHNOLOGY, INC.	5/25/2005	2,894,000	016255101	algn
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
Withheld		H. KENT BOWEN
For		DAVID E. COLLINS
Withheld		BRIAN DOVEY
For		JOSEPH LACOB
For		C. RAYMOND LARKIN, JR.
For		THOMAS M. PRESCOTT
For		GREG J. SANTORA
Withheld		KELSEY WIRTH
For		WARREN S. THALER
For	For	2. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS: PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS ALIGN TECHNOLOGY, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005		Issuer
Against	For	3. APPROVAL OF THE 2005 STOCK INCENTIVE PLAN: PROPOSAL TO OBTAIN STOCKHOLDER APPROVAL OF THE 2005 STOCK INCENTIVE PLAN		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
AMERICAN EAGLE OUTFITTERS, INC.	6/15/2005	636,900	02553E106	aeos
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		MICHAEL G. JESSELSON
For		ROGER S. MARKFIELD
For		JAY L. SCHOTTENSTEIN
For	For	2. APPROVE THE COMPANY'S 2005 STOCK AWARD AND INCENTIVE PLAN.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.	3/4/2005	715,180	02744M108	ammd
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For	For	1. PROPOSAL TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED VOTING COMMON STOCK TO 200,000,000 SHARES.		Issuer
Abstain	For	2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.	5/5/2005	1,430,360	02744M108	ammd
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		MARTIN J. EMERSON
Withheld		RICHARD B. EMMITT
For		C.H. PORTER, PH.D
For	For	2. PROPOSAL TO APPROVE AND ADOPT THE 2005 STOCK INCENTIVE PLAN		Issuer
For	For	3. PROPOSAL TO AMEND THE EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE PLAN FROM 600,000 SHARES TO 1,000,000 SHARES		Issuer
For	For	4. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG AS INDEPENDENT AUDITORS FOR 2005		Issuer

Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
AMERISTAR CASINOS, INC.	6/17/2005	414,400	03070Q101	asca
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		LARRY A. HODGES
Against	For	2. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER TO 7,000,000.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
AMYLIN PHARMACEUTICAL, INC.	5/25/2005	1,370,000	032346108	amln
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		VAUGHN D. BRYSON
For		JOSEPH C. COOK, JR.
For		GINGER L. GRAHAM
For		HOWARD E. GREENE, JR.
For		TERRANCE H. GREGG
For		JAY S. SKYLER
For		JOSEPH P. SULLIVAN
For		THOMAS R. TESTMAN
For		JAMES N. WILSON
Against	For	2. TO APPROVE AN INCREASE OF 7,000,000 SHARES IN THE AGGREGATE NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE COMPANY'S 2001 EQUITY INCENTIVE PLAN.		Issuer
For	For	3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2005.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ARGOSY GAMING COMPANY	1/20/2005	1,122,400	040228108	agy
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For	For	1. PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 3, 2004, AS AMENDED, (THE "MERGER AGREEMENT"), AMONG ARGOSY GAMING COMPANY ("ARGOSY"), PENN NATIONAL GAMING, INC., A PENNSYLVANIA CORPORATION ("PENN NATIONAL"), AND THOROUGHBRED ACQUISITION CORP., A DELAWARE CORPORATION AND DIRECT WHOLLY OWNED SUBSIDIARY OF PENN NATIONAL.		Issuer
For	For	2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO ACT UPON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING, INCLUDING THE APPROVAL OF ANY PROPOSAL TO POSTPONE OR ADJOURN THE SPECIAL MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSAL 1 IN THE EVENT THERE ARE NOT SUFFICIENT VOTES FOR APPROVAL OF PROPOSAL 1 AT THE MEETING.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ARGOSY GAMING COMPANY	4/26/2005	1,122,400	040228108	agy
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		WILLIAM F. CELLINI
For		MICHAEL W. SCOTT
For		RICHARD J. GLASIER
For	For	2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON ANY OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
AXCAN PHARMA INC.	2/17/2005	1,390,700	054923107	axca
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For	For	1. ELECTION OF DIRECTORS. THE NOMINEES PROPOSED BY MANAGEMENT ARE: DR. E. ROLLAND DICKSON; JACQUES GAUTHIER; LEON F. GOSSELIN; DANIEL LABRECQUE; LOUIS LACASSE; COLIN R. MALLET; DAVID W. MIMS; FRANCOIS PAINCHAUD; DR. CLAUDE SAURIOL; MICHAEL M. TARNOW.		Issuer
For	For	2. APPOINTMENT OF RAYMOND CHABOT GRANT THORNTON LLP AS AUDITORS		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
BORDERS GROUP, INC.	5/19/2005	1,641,900	099709107	bgp
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		JOEL J. COHEN
For		GREGORY P. JOSEFOWICZ
For		AMY B. LANE
For		VICTOR L. LUND
For		DR. EDNA GREENE MEDFORD
For		LAWRENCE I. POLLOCK
For		BETH M. PRITCHARD
For	For	2. PROPOSAL TO RE-AFFIRM THE PERFORMANCE GOALS AND MAXIMUM AMOUNTS PAYABLE UNDER THE COMPANY'S ANNUAL INCENTIVE BONUS PLAN		Issuer
For	For	3. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2005		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.	4/27/2005	544,000	101119105	bpfh
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		PETER C. BENNETT
For		KATHLEEN M. GRAVELINE
For		WALTER M. PRESSEY
For		WILLIAM J. SHEA

Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.	5/24/2005	639,828	109195107	bfam
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		JOSHUA BEKENSTEIN
For		JOANNE BRANDES
For		ROGER H. BROWN
For		MARGUERITE W. SALLEE
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
BRUNSWICK CORP.	5/4/2005	518,800	117043109	bc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		GEORGE W. BUCKLEY
For		PETER HARF
For		RALPH C. STAYER
For	For	2. RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
CABOT MICROELECTRONICS CORP.	3/8/2005	923,300	12709P103	ccmp
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		STEVEN V. WILKINSON
For		ROBERT J. BIRGENEAU
For	For	2. RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL YEAR 2005.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
CAMBREX CORP	4/28/2005	1,102,550	132011107	cbm
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		WILLIAM B. KORB
For		JAMES A. MACK
For		JOHN R. MILLER
For		PETER TOMBROS
For	For	2. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 2005		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
CENTRAL GARDEN & PET CO.	2/7/2005	560,750	153527106	cent
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		WILLIAM E. BROWN
For		GLENN W. NOVOTNY
For		BROOKS M PENNINGTON III
For		JOHN B. BALOUSEK
For		DAVID N. CHICHESTER
For		ALFRED A. PIERGALLINI
For		BRUCE A. WESTPHAL
Against	For	2. TO AMEND THE 2003 OMNIBUS EQUITY INCENTIVE PLAN.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
CHARLES RIVER LABORATORIES INTL.,INC.	10/20/2004	864,075	159864107	crl
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For		1. TO APPROVE THE ISSUANCE OF SHARES OF CHARLES RIVER'S COMMON STOCK IN CONNECTION WITTH THE TRANSACTION CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 30, 2004, AS AMENDED, AMONG CHARLES RIVER, INVERESK RESEARCH GROUP, INC., INDIGO MERGER I CORP., AND INDIGO MERGER II LLC (THE SUCCESSOR TO INDIGO MERGER II CORP.).		Issuer
For	For	2. TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSAL 1.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
CHARLES RIVER LABORATORIES INTL.,INC.	5/9/2005	799,475	159864107	crl
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		JAMES C. FOSTER
For		STEPHEN D. CHUBB
For		GEORGE E. MASSARO
For		LINDA MCGOLDRICK
For		GEORGE M. MILNE, JR.
For		DOUGLAS E. ROGERS
For		SAMUEL O. THIER
For		WILLIAM H. WALTRIP
For	For	2. PROPOSAL TO APPROVE AMENDMENTS TO THE COMPANY'S 2000 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER FROM 6,289,000 TO 9,889,000 AND TO PROVIDE THAT SHARES RELATED TO CANCELLED AWARDS BE RETURNED TO THE PLAN FOLLOWING SUCH CANCELLATION AND BE AVAILABLE FOR FUTURE GRANTS		Issuer
For	For	3. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT PUBLIC AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
COACHMEN INDUSTRIES, INC.	5/5/2005	570,210	189893102	coa
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		GEOFFREY B. BLOOM
For		WILLIAM P. JOHNSON
For		REX MARTIN
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
COVANCE, INC.	4/28/2005	949,925	222816100	cvd
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		J. RANDALL MACDONALD
For		KATHLEEN G. MURRAY
For		WILLIAM C. UGHETTA
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
DEVRY INC.	11/16/2004	1,167,700	251893103	dv
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		HAROLD T. SHAPIRO
For	For	2. RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
EDUCATE, INC.	6/6/2005	1,509,800	28138P100	eeee
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		DOUGLAS BECKER
For		LAURENCE BERG
For		MICHAEL F. DEVINE, III
For		MICHAEL GROSS
For		R.C. HOEHN-SARIC
For		DAVID HORNBECK
For		CHERYL GORDON KRONGARD
For		AARON STONE
For		RAUL YZAGUIRRE
For	For	2. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.		Issuer

Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ETHAN ALLEN INTERIORS, INC.	11/16/2004	424,350	297602104	eth
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		CLINTON A. CLARK
For		KRISTIN GAMBLE
Withheld		EDWARD H. MEYER
For		RICHARD A. SANDBERG
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
FAIRCHILD SEMICONDUCTOR INTL., INC.	5/4/2005	1,993,150	303726103	fcs
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		KIRK P. POND
For		JOSEPH R. MARTIN
For		CHARLES P. CARINALLI
Withheld		CHARLES M. CLOUGH
For		ROBERT F. FRIEL
For		THOMAS L. MAGNANTI
For		BRYAN R. ROUB
For		RONALD W. SHELLY
For		WILLIAM N. STOUT
Against	For	2. PROPOSAL TO AMEND AND APPROVE THE FAIRCHILD SEMICONDUCTOR STOCK PLAN		Issuer
For	For	3. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2005		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
FILENET CORP.	5/5/2005	1,505,200	316869106	file
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		L. GEORGE KLAUS
For		LEE. D. ROBERTS
For		JOHN C. SAVAGE
For		ROGER S. SIBONI
Withheld		THEODORE J. SMITH
Against	For	2. TO APPROVE THE AMENDMENT TO THE AMENDED AND RESTATED 2002 INCENTIVE AWARD PLAN		Issuer
For	For	3. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR ITS YEAR ENDING DECEMBER 31, 2005		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
FIRST HORIZON PHARMACEUTICAL CORP	5/31/2005	909,150	32051K106	fhrx
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		PIERRE LAPALME
For		WILLIAM J. ROBINSON
Withheld		PATRICK J. ZENNER
For	For	2. RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF FIRST HORIZON		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
FIRSTSERVICE CORP.	6/27/2005	1,214,400	33761N109	fsrv
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For	For	1. THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP, CHARTERED ACCOUNTANTS, AS THE AUDITORS OF THE CORPORATION AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION		Issuer
For	For	2. THE RESOLUTION ELECTING THOSE NOMINEES AS DIRECTORS OF THE CORPORATION NAMED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR		Issuer
For	For	3. APPROVING THE SHAREHOLDER PROPOSAL SET OUT IN SCHEDULE "C" IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
FISHER SCIENTIFIC INTERNATIONAL, INC.	8/2/2004	519,875	338032204	fsh
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		MICHAEL D. DINGMAN
For		CHARLES A SANDERS M.D.
For	For	2. ISSUANCE OF FISHER COMMON STOCK		Issuer
For	For	3. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS OF FISHER FOR THE FISCAL YEAR ENDING DECEMBER 31, 2004*		Issuer
For	For	4. ADJOURNMENT OF THE MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
FISHER SCIENTIFIC INTERNATIONAL INC.	5/6/2005	392,875	338032204	fsh
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		ROSANNE F. COPPOLA
For		BRUCE L. KOEPFGEN
For		PAUL M. MEISTER
For		W. CLAYTON STEPHENS
For		RICHARD W. VIESER
For	For	2. APPROVAL AND ADOPTION OF THE FISHER SCIENTIFIC 2005 EQUITY AND INCENTIVE PLAN		Issuer
For	For	3. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP, THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE CURRENT FISCAL YEAR		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
FORMFACTOR, INC.	5/19/2005	414,100	346375108	form
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		G. CARL EVERETT, JR.
For		DR. HOMA BAHRAMI
For	For	2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR OF FORMFACTOR, INC. FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005		Issuer

Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
GABELLI ASSET MANAGEMENT, INC.	5/10/2005	317,850	36239Y102	gbl
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		EDWIN L. ARTZT
For		R.C. AVANSINO, JR.
For		JOHN C. FERRARA
For		JOHN D. GABELLI
For		MARIO J. GABELLI
For		ALAN C. HEUBERGER
For		KARL OTTO POHL
For		ROBERT S. PRATHER, JR.
Withheld		FREDERIC V. SALERNO
Withheld		VINCENT S. TESE
For	For	2. PROPOSAL TO AMEND OUR RESTATED CERTIFICATE OF INCORPORATION TO CHANGE OUR NAME TO "GAMCO INVESTORS, INC."		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
GENTEX CORP.	5/12/2005	694,882	371901109	gntx
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		ARLYN LANTING
For		KENNETH LA GRAND
For		RANDE SOMMA
For	For	2. PROPOSAL TO APPROVE THE FIRST AMENDMENT TO THE GENTEX CORPORATION QUALIFIED STOCK OPTION PLAN		Issuer
For	For	3. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
HEIDRICK & STRUGGLES INTERNATIONAL, INC.	5/17/2005	401,300	422819102	hsii
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
Withheld		ROBERT E. KNOWLING
For		JILL KANIN-LOVERS
For		GERARD R. ROCHE
For		V. PAUL UNRUH
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ISLE OF CAPRI	10/8/2004	1,461,750	464592104	isle
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		BERNARD GOLDSTEIN
For		ROBERT S. GOLDSTEIN
For		EMANUEL CRYSTAL
For		ALAN J. GLAZER
For		W. RANDOLPH BAKER
For		JEFFREY D. GOLDSTEIN
For		JOHN G. BRACKENBURY
For	For	2. RATIFY SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ITT EDUCATIONAL SERVICES, INC.	5/3/2005	459,700	45068B109	esi
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		JOHN E. DEAN
For		JAMES D. FOWLER, JR.
For		VIN WEBER
For	For	2. APPROVAL OF THE AMENDMENT OF ITT/ESI'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF ITT/ESI COMMON STOCK, $0.01 PAR VALUE PER SHARE, FROM 150,000,000 TO 300,000,000.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
J.JILL GROUP, INC.	6/2/2005	1,329,790	466189107	jill
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		MICHAEL P. SHERMAN
For		GORDON R. COOKE
For		JAMES G. HELD
For		THOMAS J. LITLE
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
KROLL INC.	7/8/2004	935,374	501049100	krol
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For	For	1. TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 18, 2004, BY AND AMONG MARSH & MCLENNAN COMPANIES, INC., KROLL INC. AND KING MERGER CORP.		Issuer
For	For	2. TO ACT UPON ANY OTHER MATTERS PROPERLY BROUGHT BEFORE THE SPECIAL MEETING, OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, INCLUDING THE APPROVAL OF ANY PROPOSAL TO POSTPONE OR ADJOURN THE SPECIAL MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSAL 1 IN THE EVENT THERE ARE NOT SUFFICIENT VOTES FOR APPROVAL OF PROPOSAL 1 AT THE MEETING.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
LAM RESEARCH	11/4/2004	943,600	512807108	lrcx
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		JAMES W. BAGLEY
For		DAVID G. ARSCOTT
For		ROBERT M. BERDAHL
For		RICHARD J. ELKUS, JR.
For		JACK R. HARRIS
For		GRANT M. INMAN
For	For	2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR 2005.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MANHATTAN ASSOCIATES, INC.	5/20/2005	1,381,500	562750109	manh
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		BRIAN J. CASSIDY
For		PAUL R. GOODWIN
For		PETER F. SINISGALLI
For	For	2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005		Issuer

Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MEDICIS PHARMACEUTICAL CORPORATION	11/17/2004	432,000	584690309	mrx
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		JONAH SHACKNAI
For		MICHAEL A. PIETRANGELO
For		LOTTIE H. SHACKELFORD
Against	For	2. TO APPROVE THE ADOPTION OF THE MEDICIS PHARMACEUTICAL CORPORATION 2004 STOCK INCENTIVE PLAN.		Issuer
For	For	3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MENTOR CORP.	9/15/2004	1,471,150	587188103	mnt
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		CHRISTOPHER J. CONWAY
For		WALTER W. FASTER
For		EUGENE G. GLOVER
For		MICHAEL NAKONECHNY
For		RONALD J. ROSSI
For		JEFFREY W. UBBEN
For		RICHARD W. YOUNG
For		MICHAEL L. EMMONS
For		JOSHUA H. LEVINE
For		ADEL MICHAEL
For		JOSEPH E. WHITTERS
For	For	2. APPROVE AN INCREASE IN THE AUTHORIZED NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS FROM SEVEN TO ELEVEN.		Issuer
For	For	3. RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE PRINCIPAL INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2005.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MICREL, INCORPORATED	5/26/2005	3,191,000	594793101	mcrl
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		RAYMOND D. ZINN
For		WARREN H. MULLER
For		GEORGE KELLY
For		DONALD LIVINGSTONE
For		DAVID CONRATH
For	For	2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005		Issuer
For	For	3. TO APPROVE AN AMENDMENT TO THE COMPANY'S 2003 INCENTIVE AWARD PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE THEREUNDER BY 4,000,000		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MKS INSTRUMENTS, INC.	5/9/2005	1,547,968	55306N104	mksi
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		JOHN R. BERTUCCI
Withheld		ROBERT R. ANDERSON
Against	For	2. TO APPROVE THE COMPANY'S SECOND RESTATED BY-LAWS		Issuer
For	For	3. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2005		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
MONACO COACH CORP	5/18/2005	1,268,800	60886R103	mnc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		JOHN F. COGAN
For		ROBERT P. HANAFEE, JR.
For		DENNIS D. OKLAK
For		ROGER A. VANDENBERG
For	For	2. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
NATIONAL INSTRUMENTS CORP.	5/10/2005	529,200	636518102	nati
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		JEFFREY L. KODOSKY
For		DONALD M. CARLTON
Against	For	2. PROPOSAL TO APPROVE THE COMPANY'S 2005 INCENTIVE PLAN, INCLUDING APPROVAL OF ITS MATERIAL TERMS AND PERFORMANCE GOALS FOR PURPOSES OF INTERNAL REVENUE CODE SECTION 162 (M)		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
NAVIGANT CONSULTING, INC.	5/4/2005	802,000	63935N107	nci
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		WILLIAM M. GOODYEAR
For		VALERIE B. JARRETT
For	For	2. PROPOSAL TO CONSIDER AND VOTE UPON A PROPOSED AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE COMPANY'S TOTAL AUTHORIZED COMMON STOCK TO 150 MILLION SHARES		Issuer
For	For	3. PROPOSAL TO CONSIDER AND VOTE UPON A PROPOSED NEW LONG-TERM INCENTIVE PLAN TO REPLACE THE COMPANY'S CURRENT LONG-TERM INCENTIVE PLAN, WHICH IS DUE TO EXPIRE IN 2006		Issuer
For	For	4. PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY IN 2005		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ORIENT-EXPRESS HOTELS LTD.	6/6/2005	996,750	G67743107	oeh
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		JOHN D. CAMPBELL
For		JAMES B. HURLOCK
For		J. ROBERT LOVEJOY
For		DANIEL J. O'SULLIVAN
For		GEORG R. RAFAEL
For		JAMES B. SHERWOOD
For		SIMON M.C. SHERWOOD
For	For	2. APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S AUDITOR AND AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX AUDITOR'S REMUNERATION.		Issuer

Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
OVERSTOCK.COM	4/26/2005	196,700	690370101	ostk
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		ALLISON H. ABRAHAM
For	For	2. APPROVAL OF THE 2005 EQUITY INCENTIVE PLAN AS DESCRIBED IN THE PROXY STATEMENT		Issuer
For	For	3. RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OVERSTOCK.COM'S INDEPENDENT ACCOUNTANTS FOR 2005		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
OXFORD INDUSTRIES	10/4/2004	587,325	691497309	oxm
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		E. JENNER WOOD III
For		HELEN B. WEEKS
For		S. ANTHONY MARGOLIS
For		JAMES A. RUBRIGHT
For	For	2. PROPOSAL TO APPROVE THE OXFORD INDUSTRIES, INC. EMPLOYEE STOCK PURCHASE PLAN		Issuer
For	For	3. PROPOSAL TO APPROVE THE OXFORD INDUSTRIES, INC. LONG-TERM INCENTIVE PLAN.		Issuer
For	For	4. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 3, 2005.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
PENN NATIONAL GAMING, INC.	6/1/2005	1,184,660	707569109	penn
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		PETER M. CARLINO
For		HAROLD CRAMER
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
PERFORMANCE FOOD GROUP COMPANY	5/18/2005	1,419,600	713755106	pfgc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		JOHN E. STOKELY
For		FRED C. GOAD, JR.
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.	5/18/2005	1,160,153	717124101	ppdi
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		STUART BONDURANT, M.D.
For		FREDERICK FRANK
For		TERRY MAGNUSON, PH.D.
For		FREDRIC N. ESHELMAN
For		GENERAL DAVID L. GRANGE
For		ERNEST MARIO, PH.D.
For		MARYE ANNE FOX, PH.D.
For		CATHERINE M. KLEMA
For		JOHN A. MCNEILL, JR.
Abstain	For	2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
PHOENIX COMPANY	4/28/2005	971,050	71902E109	pnx
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		SAL H. ALFIERO
For		MARTIN N. BAILY
For		JOHN H. FORSGREN
For		JOHN E. HAIRE
For		THOMAS S. JOHNSON
Against	For	2. APPROVAL OF THE PHOENIX COMPANIES, INC. ANNUAL INCENTIVE PLAN FOR EXECUTIVE OFFICERS		Issuer
For	For	3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
PLEXUS CORP.	2/9/2005	1,779,522	729132100	plxs
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		RALF R. BOER
For		STEPHEN P. CORTINOVIS
For		DAVID J. DRURY
For		DEAN A. FOATE
For		JOHN L. NUSSBAUM
For		THOMAS J. PROSSER
For		CHARLES M. STROTHER
Against	For	2. APPROVAL OF THE PLEXUS CORP. 2005 EQUITY INCENTIVE PLAN.		Issuer
Against	For	3. APPROVAL OF THE PLEXUS CORP. 2005 EMPLOYEE STOCK PURCHASE PLAN.		Issuer
For	For	4. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS.		Issuer

Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
QLT, INC.	5/25/2005	1,842,000	746927102	qlti
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	3. Director		Issuer
For		SCOTT, E. DUFF
Withheld		HASTINGS, PAUL J.
For		CLARKE, C. BOYD
For		CROSSGROVE, PETER A.
For		HENRIKSEN, RONALD D.
Withheld		LEVY, JULIA G.
For		MENDELSON, ALAN C.
For		VIETOR, RICHARD R.
For		VUTURO, GEORGE J.
For		WOOD, L. JACK
For	For	1. TO APPOINT DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS AND TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION		Issuer
For	For	2. TO FIX THE NUMBER OF DIRECTORS FOR THE ENSUING YEAR AT TEN (10).		Issuer
Against	For	4. TO CONFIRM AND APPROVE THE SHAREHOLDER RIGHTS PLAN AGREEMENT, AS AMENDED AND RESTATED, BETWEEN QLT AND COMPUTERSHARE TRUST COMPANY OF CANADA, AS RIGHTS AGENT. RESOLUTION IS ATTACHED AS EXHIBIT A TO THE PROXY STATEMENT		Issuer
For	For	5. TO REMOVE THE APPLICATION OF THE PRE-EXISTING COMPANY PROVISIONS UNDER THE NEW BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA).		Issuer
For	For	6. TO DELETE THE SERIES A, B, C AND D FIRST PREFERENCE SHARES FROM THE NOTICE OF ARTICLES AND DELETE THE RIGHTS AND RESTRICTIONS ATTACHED TO THE SERIES A, B, C AND D FIRST PREFERENCE SHARES		Issuer
For	For	7. TO APPROVE THE DELETION AND CANCELLATION OF THE EXISTING ARTICLES OF QLT AND THE ADOPTION OF NEW ARTICLES OF QLT		Issuer
For	For	8. TO (A) AMEND THE NEW ARTICLES TO REDUCE THE LEVEL OF APPROVAL REQUIRED FROM 3/4 TO 2/3 FOR BOTH (I) SPECIAL RESOLUTIONS AND (II) SEPARATE SPECIAL RESOLUTIONS OF A CLASS OR SERIES AND (B) AMEND THE EXISTING SPECIAL RIGHTS AND RESTRICTIONS ATTACHING TO THE FIRST PREFERENCE SHARES TO REDUCE THE LEVEL OF APPROVAL FOR SPECIAL RESOLUTIONS FROM 3/4 TO 2/3		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
RAYMOND JAMES FINANCIAL,INC.	2/17/2005	709,875	754730109	rjf
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		ANGELA M. BIEVER
For		JONATHAN A. BULKLEY
For		FRANCIS S. GODBOLD
For		H WILLIAM HABERMEYER JR
For		CHET HELCK
For		THOMAS A. JAMES
For		PAUL W. MARSHALL
For		KENNETH A. SHIELDS
For		HARDWICK SIMMONS
For		ADELAIDE SINK
For	For	2. TO APPROVE THE SENIOR MANAGEMENT INCENTIVE PLAN FOR THE COMPANY'S EXECUTIVE OFFICERS.		Issuer
For	For	3. TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITORS.		Issuer
For	For	4. TO APPROVE AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON STOCK TO 180 MILLION SHARES, $.01 PAR VALUE.		Issuer
For	For	5. TO APPROVE THE 2005 RESTRICTED STOCK PLAN.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
RENT-A-CENTER, INC.	5/18/2005	1,473,812	76009N100	rcii
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		MARK E. SPEESE
For		RICHARD K. ARMEY
For		LAURENCE M. BERG
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
SANDISK CORP	5/27/2005	852,200	80004C101	sndk
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		DR. ELI HARARI
For		IRWIN FEDERMAN
For		CATHERINE P. LEGO
For		MICHAEL E. MARKS
Withheld		DR. JAMES D. MEINDL
Withheld		ALAN F. SHUGART
For	For	2. TO APPROVE THE IMPLEMENTATION OF THE SANDISK CORPORATION 2005 STOCK INCENTIVE PLAN		Issuer
Against	For	3. TO APPROVE THE IMPLEMENTATION OF THE SANDISK CORPORATION 2005 EMPLOYEE STOCK PURCHASE PLAN AND THE SANDISK CORPORATION 2005 INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN, WHICH WILL SHARE A COMMON SHARE RESERVE OF THE COMPANY'S COMMON STOCK		Issuer
For	For	4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 1, 2006		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
SEMTECH CORP	6/16/2005	1,593,100	816850101	smtc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		GLEN M. ANTLE
For		JAMES P. BURRA
For		JASON L. CARLSON
For		ROCKELL N. HANKIN
For		JAMES T. LINDSTROM
For		JOHN L. PIOTROWSKI
For		JOHN D. POE
For		JAMES T. SCHRAITH
For	For	2. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FOR THE CURRENT FISCAL YEAR		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
SYBRON DENTAL SPECIALTIES,INC.	2/8/2005	399,275	871142105	syd
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		DENNIS BROWN
For		KENNETH F. YONTZ
For	For	2. APPROVAL OF SYBRON DENTAL SPECIALTIES, INC.'S 2005 OUTSIDE DIRECTORS' STOCK OPTION PLAN.		Issuer
For	For	3. APPROVAL OF SYBRON DENTAL SPECIALTIES, INC.'S 2005 LONG-TERM INCENTIVE PLAN.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
TUESDAY MORNING CORP	5/17/2005	1,097,100	899035505	tues
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		BENJAMIN D. CHERESKIN
For		KATHLEEN MASON
For		W.J. HUNCKLER, III
Withheld		ROBIN P. SELATI
For		HENRY F. FRIGON
Withheld		GILES H. BATEMAN
For	For	2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2005		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
UNITED NATURAL FOODS, INC.	12/1/2004	750,928	911163103	unfi
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		GORDON D. BARKER
For		GAIL A. GRAHAM
For		THOMAS B. SIMONE
For	For	2. TO ADOPT AND APPROVE THE 2004 EQUITY INCENTIVE PLAN.		Issuer
For	For	3. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2005.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
VCA ANTECH INC	7/12/2004	99,323	918194101	woof
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		ROBERT L. ANTECH
For	For	2. TO AMEND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF AUTHORIZED COMMON STOCK FROM 75000000 SHARES TO 175000000 SHARES.		Issuer
For	For	3. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANT.		Issuer

Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
VCA ANTECH, INC.	6/6/2005	295,646	918194101	woof
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		JOHN B. CHICKERING, JR.
For		JOHN HEIL
For	For	2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
WARNER CHILCOTT PLC	12/10/2004	957,870	93443W109	wcrx
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
For	For	E1. (I) APPROVE THE SCHEME OF ARRANGEMENT, THE REDUCTION OF THE CAPITAL AND THE INCREASE IN THE AUTHORISED SHARE CAPITAL; (II) AUTHORISE THE DIRECTORS TO ALLOT NEW ORDINARY SHARES OF 10 PENCE EACH IN THE CAPITAL OF THE COMPANY; AND (III) AMEND THE ARTICLES OF ASSOCIATION BY INSERTING NEW ARTICLES 2A AND 4A AS REFERRED TO IN THE NOTICE CONVENING THE EXTRAORDINARY GENERAL MEETING.		Issuer
For	For	O1. (I) APPROVE THE AMENDMENTS TO THE RULES OF THE GALEN HOLDINGS PLC US OPTION SCHEME; AND (II) APPROVE THE AMENDMENTS TO THE RULES OF THE GALEN HOLDINGS PLC APPROVED EXECUTIVE SHARE OPTION SCHEME AND UNAPPROVED EXECUTIVE SHARE OPTION SCHEME AS REFERRED TO IN THE NOTICE CONVENING THE EXTRAORDINARY GENERAL MEETING.		Issuer
For	For	C1. TO APPROVE THE SCHEME.		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
WCI COMMUNITIES, INC.	5/18/2005	819,900	92923C104	wci
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		HILLIARD M. EURE, III
Withheld		ALFRED HOFFMAN, JR.
For		STEWART TURLEY
For	For	2. APPROVE THE AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
WILMINGTON TRUST CORP	4/21/2005	429,250	971807102	wl
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		CAROLYN S. BURGER
For		ROBERT V.A. HARRA JR.
For		REX L. MEARS
For		ROBERT W. TUNNELL JR.
For	For	2. APPROVAL OF 2005 LONG-TERM INCENTIVE PLAN		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
WIND RIVER SYSTEMS, INC.	6/8/2005	938,917	973149107	wind
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		JOHN C. BOLGER
For		WILLIAM B. ELMORE
For		JERRY L. FIDDLER
For		NARENDRA K. GUPTA
For		GRANT M. INMAN
For		HARVEY C. JONES
For		KENNETH R. KLEIN
For		STANDISH H. O'GRADY
Against	For	2. TO APPROVE THE 2005 EQUITY INCENTIVE PLAN		Issuer
For	For	3. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR WIND RIVER SYSTEMS, INC. FOR THE FISCAL YEAR ENDING JANUARY 31, 2006		Issuer
Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
WMS INDUSTRIES INC.	12/9/2004	1,538,250	929297109	wms
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
Withheld		LOUIS J. NICASTRO
For		BRIAN R. GAMACHE
For		NORMAN J. MENELL
For		HAROLD H. BACH, JR.
For		WILLIAM C. BARTHOLOMAY
Withheld		NEIL D. NICASTRO
For		HARVEY REICH
For		IRA S. SHEINFELD
For		WILLIAM J. VARESCHI, JR
For	For	2. RATIFICATION OF 2005 INCENTIVE PLAN.		Issuer
For	For	3. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL 2005.		Issuer

Company Name	Meeting Date	Shares Voted	CUSIP	Ticker
ZALE CORPORATION	11/12/2004	879,100	988858106	zlc
Vote	MRV	Proposal		Proposed by Issuer or Security Holder
	For	1. Director		Issuer
For		RICHARD C. MARCUS
For		MARY L. FORTE
For		J. GLEN ADAMS
For		A. DAVID BROWN
For		MARY E. BURTON
For		SUE E. GOVE
For		JOHN B. LOWE, JR.
For		THOMAS C. SHULL
For		DAVID M. SZYMANSKI
For	For	2. TO AMEND THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 150,000,000.		Issuer
For	For	3. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING JULY 31, 2005.		Issuer

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Buffalo Small Cap Fund, Inc.

By (Signature and Title)* /s/ Kent W. Gasaway

Kent W. Gasaway, President and Treasurer
 Principal Executive Officer

Date July 28, 2005

* Print the name and title of each signing officer under his or her signature.