Weitz Funds NPX Annual report of proxy voting record

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB Number: 3235-0582
		Expires: January 31, 2015
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FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-21410

The Weitz Funds
(Exact name of registrant as specified in charter)

1125 South 103rd Street, Suite 200, Omaha NE		68124
(Address of principal executive offices)		(Zip code)

Wallace R. Weitz, President

The Weitz Funds

1125 South 103rd Street, Suite 200, Omaha, NE 68124
(Name and address of agent for service)

Registrant’s telephone number, including area code:		402-391-1980

Date of fiscal year end:	3/31/14

Date of reporting period:	6/30/14

Item 1. Proxy Voting Record.

Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:

(a) The name of the issuer of the portfolio security;

(b) The exchange ticker symbol of the portfolio security;

(d) The shareholder meeting date;

(e) A brief identification of the matter voted on;

(f) Whether the matter was proposed by the issuer or by a security holder;

(g) Whether the registrant cast its vote on the matter;

(h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i) Whether the registrant cast its vote for or against management.

The following Funds of The Weitz Funds had no voting records to report during this period:

Government Money Market Fund

Nebraska Tax-Free Income Fund

Core Plus Income Fund

Fund Name

Fund Cusip

Ticker

Cusip

Company Name

Meeting Date

Meeting Type

Proposal

Presenter

Management
Recommendation

Voted

Weitz Vote

BALANCED FUND

94904P104

DEO

25243Q205

DIAGEO PLC

9/19/2013

ANNUAL

1. REPORT AND ACCOUNTS 2013.

FOR

YES

FOR

2. DIRECTORS’ REMUNERATION REPORT 2013.

FOR

YES

FOR

3. DECLARATION OF FINAL DIVIDEND.

FOR

YES

FOR

4. RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE)

FOR

YES

FOR

5. RE-ELECTION OF LM DANON AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE)

FOR

YES

FOR

6. RE-ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION(CHAIRMAN OF THE COMMITTEE))

FOR

YES

FOR

7. RE-ELECTION OF HO KWONPING AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE)

FOR

YES

FOR

8. RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE)

FOR

YES

FOR

9. RE-ELECTION OF DR FB HUMER AS A DIRECTOR. (NOMINATION COMMITTEE(CHAIRMAN OF THE COMMITTEE))

FOR

YES

FOR

10. RE-ELECTION OF D MAHLAN AS A DIRECTOR. (EXECUTIVE COMMITTEE)

FOR

YES

FOR

11. RE-ELECTION OF IM MENEZES AS A DIRECTOR. (EXECUTIVE COMMITTEE(CHAIRMAN OF THE COMMITTEE))

FOR

YES

FOR

12. RE-ELECTION OF PG SCOTT AS A DIRECTOR. (AUDIT(CHAIRMAN OF THE COMMITTEE), NOMINATION, REMUNERATION COMMITTEE)

FOR

YES

FOR

13. APPOINTMENT OF AUDITOR.

FOR

YES

FOR

14. REMUNERATION OF AUDITOR.

FOR

YES

FOR

15. AUTHORITY TO ALLOT SHARES.

FOR

YES

FOR

16. DISAPPLICATION OF PRE-EMPTION RIGHTS.

FOR

YES

FOR

17. AUTHORITY TO PURCHASE OWN ORDINARY SHARES.

FOR

YES

FOR

18. AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR POLITICAL EXPENDITURE IN THE EU.

FOR

YES

FOR

19. REDUCED NOTICE OF A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING.

FOR

YES

FOR

BALANCED FUND

94904P104

MSFT

594918104

MICROSOFT CORPORATION

11/19/2013

ANNUAL

1. ELECTION OF DIRECTOR: STEVEN A. BALLMER

FOR

YES

FOR

��

2. ELECTION OF DIRECTOR: DINA DUBLON

FOR

YES

FOR

3. ELECTION OF DIRECTOR: WILLIAM H. GATES III

FOR

YES

FOR

4. ELECTION OF DIRECTOR: MARIA M. KLAWE

FOR

YES

FOR

5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO

FOR

YES

FOR

6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT

FOR

YES

FOR

7. ELECTION OF DIRECTOR: CHARLES H. NOSKI

FOR

YES

FOR

8. ELECTION OF DIRECTOR: HELMUT PANKE

FOR

YES

FOR

9. ELECTION OF DIRECTOR: JOHN W. THOMPSON

FOR

YES

FOR

10. APPROVE MATERIAL TERMS OF THE PERFORMANCE CRITERIA UNDER THE EXECUTIVE OFFICER INCENTIVE PLAN

FOR

YES

FOR

11. ADVISORY VOTE ON EXECUTIVE COMPENSATION

FOR

YES

FOR

12. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2014

FOR

YES

FOR

BALANCED FUND

94904P104

ACN

G1151C101

ACCENTURE PLC

1/30/2014

ANNUAL

1. TO ACCEPT, IN A NON-BINDING VOTE, THE COMPANY’S IRISH FINANCIAL STATEMENTS FOR THE TWELVE-MONTH PERIOD ENDED AUGUST 31, 2013, AS PRESENTED.

FOR

YES

FOR

2. RE-APPOINTMENT OF THE BOARD OF DIRECTORS: JAIME ARDILA, CHARLES H. GIANCARLO, WILLIAM L. KIMSEY, BLYTHE J. MCGARVIE, MARK MOODY-STUART, PIERRE NANTERME, GILLES C. PELISSON, AND WULF VON SCHIMMELMANN

FOR

YES

FOR

3. TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF KPMG AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ACCENTURE PLC FOR A TERM EXPIRING AT OUR ANNUAL GENERAL MEETING OF SHAREHOLDERS IN 2015 AND TO AUTHORIZE, IN A BINDING VOTE, THE BOARD, ACTING THROUGH THE AUDIT COMMITTEE, TO DETERMINE KPMG’S REMUNERATION.

FOR

YES

FOR

4. TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

5. TO GRANT THE BOARD THE AUTHORITY TO ISSUE SHARES UNDER IRISH LAW.

FOR

YES

FOR

6. TO GRANT THE BOARD THE AUTHORITY TO OPT-OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW.

FOR

YES

FOR

7. TO APPROVE A CAPITAL REDUCTION AND CREATION OF DISTRIBUTABLE RESERVES UNDER IRISH LAW.

FOR

YES

FOR

8. TO AUTHORIZE HOLDING THE 2015 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ACCENTURE PLC AT A LOCATION OUTSIDE OF IRELAND AS REQUIRED UNDER IRISH LAW.

FOR

YES

FOR

9. TO AUTHORIZE ACCENTURE TO MAKE OPEN-MARKET PURCHASES OF ACCENTURE PLC CLASS A ORDINARY SHARES UNDER IRISH LAW.

FOR

YES

FOR

10. TO DETERMINE THE PRICE RANGE AT WHICH ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT ACQUIRES AS TREASURY STOCK UNDER IRISH LAW.

FOR

YES

FOR

BALANCED FUND

94904P104

DIS

254687106

THE WALT DISNEY COMPANY

3/18/2014

ANNUAL

1. ELECTION OF DIRECTORS: SUSAN E. ARNOLD, JOHN S. CHEN, JACK DORSEY, ROBERT A. IGER, FRED H. LANGHAMMER, AYLWIN B. LEWIS, MONICA C. LOZANO, ROBERT W. MATSCHULLAT, SHERYL K. SANDBERG, AND ORIN C. SMITH

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S REGISTERED PUBLIC ACCOUNTANTS FOR 2014.

FOR

YES

FOR

3. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

FOR

YES

FOR

4. TO APPROVE AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION.

FOR

YES

FOR

5. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO PROXY ACCESS.

AGAINST

YES

AGAINST

6. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO ACCELERATION OF EQUITY AWARDS.

AGAINST

YES

AGAINST

BALANCED FUND

94904P104

TXN

882508104

TEXAS INSTRUMENTS INCORPORATED

4/17/2014

ANNUAL

1. ELECTION OF DIRECTORS: R.W. BABB, JR., M.A. BLINN, D.A. CARP, C.S. COX, R. KIRK, P.H. PATSLEY, R.E. SANCHEZ, W.R. SANDERS, R.J. SIMMONS, R.K. TEMPLETON, AND C.T. WHITMAN

FOR

YES

FOR

2. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

4. BOARD PROPOSAL TO APPROVE THE TI EMPLOYEES 2014 STOCK PURCHASE PLAN.

FOR

YES

FOR

5. BOARD PROPOSAL TO REAPPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE TEXAS INSTRUMENTS 2009 LONG-TERM INCENTIVE PLAN.

FOR

YES

FOR

BALANCED FUND

94904P104

FLIR

302445101

FLIR SYSTEMS, INC.

4/25/2014

ANNUAL

1. ELECTION OF DIRECTORS: WILLIAM W. CROUCH, CATHERINE A. HALLIGAN, ANGUS L. MACDONALD, CATHY STAUFFER, AND ANDREW C. TEICH

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE COMPANY’S BOARD OF DIRECTORS OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. TO APPROVE AN AMENDMENT TO THE COMPANY’S 2011 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED UNDER THE 2011 PLAN BY 5,000,000 SHARES.

FOR

YES

FOR

4. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

BALANCED FUND

94904P104

WFC

949746101

WELLS FARGO & COMPANY

4/29/2014

ANNUAL

1. DIRECTORS RECOMMENDED: JOHN D. BAKER II, ELAINE L. CHAO, JOHN S. CHEN, LLOYD H. DEAN, SUSAN E. ENGEL, ENRIQUE HERNANDEZ, JR., DONALD M. JAMES, CYNTHIA H. MILLIGAN, FEDERICO F. PENA, JAMES H. QUIGLEY, JUDITH M. RUNSTAD, STEPHEN W. SANGER, JOHN G. STUMPF, AND SUSAN G. SWENSON

FOR

YES

FOR

2. VOTE ON AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

4. ADOPT A POLICY TO REQUIRE AN INDEPENDENT CHAIRMAN.

AGAINST

YES

AGAINST

5. REVIEW AND REPORT ON INTERNAL CONTROLS OVER THE COMPANY’S MORTGAGE SERVICING AND FORECLOSURE PRACTICES.

AGAINST

YES

FOR

BALANCED FUND

94904P104

BUD

03524A108

ANHEUSER-BUSCH INBEV SA

4/30/2014

ANNUAL

1A. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IF THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, REPRESENT AT LEAST HALF OF THE CAPITAL, SUBJECT TO THE APPROVAL BY AT LEAST 75% OF THE VOTES: CHANGE IN RELATION TO OURSTANDING SUBSCRIPTION RIGHTS GRANTED TO DIRECTORS OF THE COMPANY AND CERTAIN EXECUTIVES.

FOR

N/A

1B. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IF THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, REPRESENT AT LEAST HALF OF THE CAPITAL, SUBJECT TO THE APPROVAL BY AT LEAST 75% OF THE VOTES: RENEWAL OF THE POWERS OF THE BOARD OF DIRETORS RELATING TO THE AUTHORIZED CAPITAL.

FOR

N/A

2A. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IF THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, REPRESENT AT LEAST HALF OF THE CAPITAL, SUBJECT TO THE APPROVAL BY AT LEAST 80% OF THE VOTES: RENEWAL OF THE POWERS OF THE BOARD OF DIRECTORS RELATING TO THE ACQUISITION OF OWN SHARES.

FOR

N/A

2B. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IF THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, REPRESENT AT LEAST HALF OF THE CAPITAL, SUBJECT TO THE APPROVAL BY AT LEAST 80% OF THE VOTES: REPLACING ARTICLE 10 OF THE ARTICLES OF ASSOCIATION.

FOR

N/A

3A. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: APPROVAL OF THE STATUTORY ANNUAL ACCOUNTS.

FOR

N/A

3B. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: DISCHARGE OF THE DIRECTORS.

FOR

N/A

3C. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: DISCHARGE TO THE STATUTORY AUDITOR.

FOR

N/A

3D. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: APPOINTMENT OF DIRECTOR MR. KEES STORM FOR A PERIOD OF ONE YEAR.

FOR

N/A

3E. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: APPOINTMENT OF DIRECTOR MR. MARK WINKELMAN FOR A PERIOD OF ONE YEAR.

FOR

N/A

3F. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: APPOINTMENT OF DIRECTOR MR. ALEXANDRE VAN DAMME FOR A PERIOD OF FOUR YEARS.

FOR

N/A

3G. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: APPOINTMENT OF DIRECTOR MR. GREGOIRE DE SPOELBERCH FOR A PERIOD OF FOUR YEARS.

FOR

N/A

3H. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: APPOINTMENT OF DIRECTOR MR. CARLOS ALBERTO DA VEIGA SICUPIRA FOR A PERIOD OF FOUR YEARS.

FOR

N/A

3I. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: APPOINTMENT OF DIRECTOR MR. MARCEL HERRMANN TELLES FOR A PERIOD OF FOUR YEARS.

FOR

N/A

3J. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: APPOINTMENT OF DIRECTOR MR. PAULO LEMANN FOR A PERIOD OF FOUR YEARS.

FOR

N/A

3K. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: APPOINTMENT OF DIRECTOR MR. ALEXANDRE BEHRING FOR A PERIOD OF FOUR YEARS.

FOR

N/A

3L. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: APPOINTMENT OF DIRECTOR MR. ELIO LEONI SCETI FOR A PERIOD OF FOUR YEARS.

FOR

N/A

3M. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: APPOINTMENT OF DIRECTOR MRS. MARIA ASUNCION ARAMBURUZABALA LARREGUI FOR A PERIOD OF FOUR YEARS.

FOR

N/A

3N. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: APPOINTMENT OF DIRECTOR MR. VALENTIN DIEZ MORODO FOR A PERIOD OF FOUR YEARS.

FOR

N/A

3O. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: RENUMERATION POLICY AND RENUMERATION REPORT OF THE COMPANY.

FOR

N/A

3P. RESOLUTIONS WHICH CAN BE VALIDLY ADOPTED IRRESPECTIVE OF THE CAPITAL REPRESENTED BY THE SHAREHOLDERS ATTENDING THE MEETING, IN PERSON OR BY PROXY, SUBJECT TO THE APPROVAL BY AT LEAST THE MAJORITY OF THE VOTES CAST: RENUMERATION STOCK OPTIONS FOR DIRECTORS.

FOR

N/A

4. RESOLUTIONS FILINGS

FOR

N/A

BALANCED FUND

94904P104

NCMI

635309107

NATIONAL CINEMEDIA, INC.

4/30/2014

ANNUAL

1. DIRECTORS RECOMMENDED: KURT C. HALL, LAWRENCE A. GOODMAN, AND SCOTT N. SCHNEIDER

FOR

YES

FOR

2. TO APPROVE ON AN ADVISORY BASIS, NATIONAL CINEMEDIA, INC.’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS NATIONAL CINEMEDIA, INC.’S INDEPENDENT AUDITORS FOR THE 2014 FISCAL YEAR ENDING JANUARY 1, 2015.

FOR

YES

FOR

BALANCED FUND

94904P104

BRK/B

084670702

BERKSHIRE HATHAWAY, INC. (B)

5/3/2014

ANNUAL

1. DIRECTORS RECOMMENDED: WARREN E. BUFFETT, CHARLES T. MUNGER, HOWARD G. BUFFETT, STEPHEN B. BURKE, SUSAN L. DECKER, WILLIAM H. GATES III, DAVID S. GOTTESMAN, CHARLOTTE GUYMAN, DONALD R. KEOUGH, THOMAS S. MURPHY, RONALD L. OLSON, WALTER SCOTT, JR., AND MERYL B. WITMER

FOR

YES

FOR

2. NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE 2014 PROXY STATEMENT.

FOR

YES

FOR

3. NON-BINDING RESOLUTION TO DETERMINE THE FREQUENCY (WHETHER ANNUAL, BIENNIAL OR TRIENNIAL) WITH WHICH SHAREHOLDERS OF THE COMPANY SHALL BE ENTITLED TO HAVE AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.

3 YEARS

YES

3 YEARS

4. SHAREHOLDER PROPOSAL REGARDING GREENHOUSE GAS AND OTHER AIR EMISSIONS.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL REGARDING DIVIDENDS.

AGAINST

YES

AGAINST

BALANCED FUND

94904P104

BRO

115236101

BROWN & BROWN, INC.

5/7/2014

ANNUAL

1. DIRECTORS RECOMMENDED: J. HYATT BROWN, SAMUEL P. BELL, III, HUGH M. BROWN, J. POWELL BROWN, BRADLEY CURREY, JR., THEODORE J. HOEPNER, JAMES S. HUNT, TONI JENNINGS, TIMOTHY R. M. MAIN, H. PALMER PROCTOR, JR., WENDELL S. REILLY, AND CHILTON D. VARNER

FOR

YES

FOR

2. THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS BROWN & BROWN, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

BALANCED FUND

94904P104

ESRX

30219G108

EXPRESS SCRIPTS HOLDING COMPANY

5/7/2014

ANNUAL

1. ELECTION OF DIRECTORS: GARY G. BENANAV, MAURA C. BREEN, WILLIAM J. DELANEY, NICHOLAS J. LAHOWCHIC, THOMAS P. MAC MAHON, FRANK MERGENTHALER, WOODROW A. MYERS, JR., MD, JOHN O. PARKER, JR., JOHN O. PARKER, JR., JOHN O. PARKER, JR., AND SEYMOUR STERNBERG

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2014.

FOR

YES

FOR

3. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.

FOR

YES

FOR

BALANCED FUND

94904P104

UPS

911312106

UNITED PARCEL SERVICE, INC.

5/8/2014

ANNUAL

1. ELECTION OF DIRECTORS: F. DUANE ACKERMAN, RODNEY C. ADKINS, MICHAEL J. BURNS, D. SCOTT DAVIS, D. SCOTT DAVIS, MICHAEL L. ESKEW, WILLIAM R. JOHNSON, CANDACE KENDLE, ANN M. LIVERMORE, RUDY H.P. MARKHAM, CLARK T. RANDT, JR., CAROL B. TOME, AND KEVIN M. WARSH

FOR

YES

FOR

2. TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS UPS’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

4. SHAREOWNER PROPOSAL ON LOBBYING DISCLOSURE.

AGAINST

YES

AGAINST

5. SHAREOWNER PROPOSAL TO REDUCE THE VOTING POWER OF CLASS A STOCK FROM 10 VOTES PER SHARE TO ONE VOTE PER SHARE.

AGAINST

YES

AGAINST

BALANCED FUND

94904P104

GOOG

38259P508

GOOGLE, INC.

5/14/2014

ANNUAL

1. DIRECTORS RECOMMENDED: LARRY PAGE, SERGEY BRIN, ERIC E. SCHMIDT, L. JOHN DOERR, DIANE B. GREENE, JOHN L. HENNESSY, ANN MATHER, PAUL S. OTELLINI, K. RAM SHRIRAM, AND SHIRLEY M. TILGHMAN

FOR

YES

FOR

2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. THE APPROVAL OF 2013 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

4. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

5. A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

6. A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

7. A STOCKHOLDER PROPOSAL REGARDING TAX POLICY PRINCIPLES, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

8. A STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN OF THE BOARD POLICY, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

BALANCED FUND

94904P104

50540R409

LABORATORY CORPORATION OF AMERICA HOLDINGS

5/14/2014

ANNUAL

1. ELECTION OF DIRECTORS: KERRII B. ANDERSON, JEAN-LUC BELINGARD, D. GARY GILLILAND, M.D., PH.D., DAVID P. KING, GARHENG KONG, M.D., PH.D., ROBERT E. MITTELSTAEDT, JR., PETER M. NEUPERT, ADAM H. SCHECHTER, AND R. SANDERS WILLIAMS, M.D.

FOR

YES

FOR

2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

BALANCED FUND

94904P104

APA

037411105

APACHE CORPORATION

5/15/2014

ANNUAL

1. ELECTION OF DIRECTORS: G. STEVEN FARRIS, A.D. FRAZIER, JR., AND AMY H. NELSON

FOR

YES

FOR

2. RATIFICATION OF ERNST & YOUNG LLP AS APACHE’S INDEPENDENT AUDITORS

FOR

YES

FOR

3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF APACHE’S NAMED EXECUTIVE OFFICERS

FOR

YES

FOR

4. APPROVAL OF AMENDMENT TO APACHE’S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE APACHE’S CLASSIFIED BOARD OF DIRECTORS

FOR

YES

FOR

BALANCED FUND

94904P104

VRX

91911K102

VALEANT PHARMACEUTICALS INTERNATIONAL, INC

5/20/2014

ANNUAL

1. DIRECTORS RECOMMENDED: RONALD H. FARMER, COLLEEN A. GOGGINS, ROBERT A. INGRAM, ANDERS LONNER, THEO MELAS-KYRIAZI, J. MICHAEL PEARSON, ROBERT N. POWER, NORMA A. PROVENCIO, HOWARD B. SCHILLER, AND KATHARINE B. STEVENSON

FOR

YES

FOR

2. THE APPROVAL, IN AN ADVISORY RESOLUTION, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS SECTION, EXECUTIVE COMPENSATION TABLES AND ACCOMPANYING NARRATIVE DISCUSSIONS CONTAINED IN THE MANAGEMENT PROXY CIRCULAR AND PROXY STATEMENT.

FOR

YES

FOR

3. TO APPOINT PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS FOR THE COMPANY TO HOLD OFFICE UNTIL THE CLOSE OF THE 2015 ANNUAL MEETING OF SHAREHOLDERS AND TO AUTHORIZE THE COMPANY’S BOARD OF DIRECTORS TO FIX THE AUDITORS’ REMUNERATION.

FOR

YES

FOR

4. TO APPROVE THE 2014 OMNIBUS INCENTIVE PLAN AND RATIFY AND APPROVE THE GRANTS OF 320,033 SHARE UNITS AND 180,000 OPTIONS WHICH WERE MADE SUBJECT TO THE SHAREHOLDER APPROVAL OF THE 2014 PLAN.

FOR

YES

FOR

BALANCED FUND

94904P104

RRC

75281A109

RANGE RESOURCES CORPORATION

5/20/2014

ANNUAL

1. ELECTION OF DIRECTORS: ANTHONY V. DUB, V. RICHARD EALES, ALLEN FINKELSON, JAMES M. FUNK, JONATHAN S. LINKER, MARY RALPH LOWE, KEVIN S. MCCARTHY, KEVIN S. MCCARTHY, AND JEFFREY L. VENTURA

FOR

YES

FOR

2. A PROPOSAL TO APPROVE THE COMPENSATION PHILOSOPHY, POLICIES AND PROCEDURES DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS.

FOR

YES

FOR

3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS OF AND FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

4. STOCKHOLDER PROPOSAL - A PROPOSAL REQUESTING A REPORT REGARDING FUGITIVE METHANE EMISSIONS.

AGAINST

YES

AGAINST

BALANCED FUND

94904P104

RWT

758075402

REDWOOD TRUST, INC.

5/20/2014

ANNUAL

1. ELECTION OF DIRECTORS: RICHARD D. BAUM, MARIANN BYERWALTER, DOUGLAS B. HANSEN, MARTIN S. HUGHES, GREG H. KUBICEK, JEFFREY T. PERO, AND CHARLES J. TOENISKOETTER

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

3. NON-BINDING ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

FOR

YES

FOR

4. APPROVE THE ADOPTION OF THE COMPANY’S 2014 INCENTIVE PLAN.

FOR

YES

FOR

BALANCED FUND

94904P104

OMC

681919106

OMNICOM GROUP INC.

5/20/2014

ANNUAL

1A. ELECTION OF DIRECTOR: JOHN D. WREN

FOR

YES

AGAINST

1B. ELECTION OF DIRECTOR: BRUCE CRAWFORD

FOR

YES

FOR

1C. ELECTION OF DIRECTOR: ALAN R. BATKIN

FOR

YES

AGAINST

1D. ELECTION OF DIRECTOR: MARY C. CHOKSI

FOR

YES

FOR

1E. ELECTION OF DIRECTOR: ROBERT CHARLES CLARK

FOR

YES

FOR

1F. ELECTION OF DIRECTOR: LEONARD S. COLEMAN, JR.

FOR

YES

AGAINST

1G. ELECTION OF DIRECTOR: ERROL M. COOK

FOR

YES

FOR

1H. ELECTION OF DIRECTOR: SUSAN S. DENISON

FOR

YES

AGAINST

1I. ELECTION OF DIRECTOR: MICHAEL A. HENNING

FOR

YES

AGAINST

1J. ELECTION OF DIRECTOR: JOHN R. MURPHY

FOR

YES

FOR

1K. ELECTION OF DIRECTOR: JOHN R. PURCELL

FOR

YES

FOR

1L. ELECTION OF DIRECTOR: LINDA JOHNSON RICE

FOR

YES

AGAINST

1M. ELECTION OF DIRECTOR: GARY L. ROUBOS

FOR

YES

AGAINST

2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE 2014 FISCAL YEAR.

FOR

YES

FOR

3. ADVISORY VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

BALANCED FUND

94904P104

MLM

573284106

MARTIN MARIETTA MATERIALS, INC.

5/22/2014

ANNUAL

1. ELECTION OF DIRECTORS: SUE W. COLE, MICHAEL J. QUILLEN, AND STEPHEN P. ZELNAK, JR.

FOR

YES

FOR

2. RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.

FOR

YES

FOR

3. APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF MARTIN MARIETTA MATERIALS, INC.’S NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

BALANCED FUND

94904P104

FIS

31620M106

FIDELITY NATIONAL INFORMATION SERVICES, INC.

5/28/2014

ANNUAL

1. ELECTION OF DIRECTORS: DAVID K. HUNT, RICHARD N. MASSEYM, LESLIE M. MUMA, AND JAMES B. STALLINGS, JR.

FOR

YES

FOR

2. ADVISORY VOTE ON FIDELITY NATIONAL INFORMATION SERVICES, INC. EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO APPROVE THE ELIMINATION OF THE SUPERMAJORITY VOTING REQUIREMENT IN ARTICLE IV OF THE CORPORATION’S ARTICLES OF INCORPORATION.

FOR

YES

FOR

4. TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR.

FOR

YES

FOR

BALANCED FUND

94904P104

PXD

723787107

PIONEER NATURAL RESOURCES COMPANY

5/28/2014

ANNUAL

1. ELECTION OF DIRECTORS: TIMOTHY L. DOVE, STACY P. METHVIN, CHARLES E. RAMSEY, JR., FRANK A. RISCH, EDISON C. BUCHANAN, LARRY R. GRILLOT, J. KENNETH THOMPSON, AND JIM A. WATSON

FOR

YES

FOR

2. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR

YES

FOR

3. ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION

FOR

YES

FOR

4. REAPPROVAL OF THE SECTION 162(M) MATERIAL TERMS UNDER THE 2006 LONG-TERM INCENTIVE PLAN

FOR

YES

FOR

BALANCED FUND

94904P104

TGT

86712E106

TARGET CORPORATION

6/11/2014

ANNUAL

1. ELECTION OF DIRECTORS: ROXANNE S. AUSTIN, DOUGLAS M. BAKER, JR., CALVIN DARDEN, HENRIQUE DE CASTRO, JAMES A. JOHNSON, MARY E. MINNICK, ANNE M. MULCAHY, DERICA W. RICE, KENNETH L. SALAZAR, AND JOHN G. STUMPF

FOR

YES

FOR

2. COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

FOR

YES

FOR

3. COMPANY PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, OUR EXECUTIVE COMPENSATION (SAY-ON-PAY”).

FOR

YES

FOR

4. SHAREHOLDER PROPOSAL TO ELIMINATE PERQUISITES.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL TO ADOPT A POLICY FOR AN INDEPENDENT CHAIRMAN.

AGAINST

YES

AGAINST

6. SHAREHOLDER PROPOSAL TO ADOPT A POLICY PROHIBITING DISCRIMINATION AGAINST OR “FOR” PERSONS.

AGAINST

YES

AGAINST

BALANCED FUND

94904P104

AON

G0408V102

AON CORPORATION

6/24/2014

ANNUAL

1. ELECTION OF DIRECTORS: LESTER B. KNIGHT, GREGORY C. CASE, FULVIO CONTI, CHERYL A. FRANCIS, EDGAR D. JANNOTTA, JAMES W. LENG, JAMES W. LENG, ROBERT S. MORRISON, RICHARD B. MYERS, RICHARD C. NOTEBAERT, GLORIA SANTONA, AND CAROLYN Y. WOO

FOR

YES

FOR

2. RECEIPT OF AON’S ANNUAL REPORT AND ACCOUNTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED DECEMBER 31, 2013.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AON’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

FOR

YES

FOR

4. RE-APPOINTMENT OF ERNST & YOUNG LLP AS AON’S U.K. STATUTORY AUDITOR UNDER THE COMPANIES ACT 2006.

FOR

YES

FOR

5. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF ERNST & YOUNG LLP.

FOR

YES

FOR

6. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

7. APPROVAL OF DIRECTORS’ REMUNERATION POLICY.

FOR

YES

FOR

8. ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT (OTHER THAN THE DIRECTORS’ REMUNERATION POLICY).

FOR

YES

FOR

9. APPROVAL OF THE AON PLC 2011 INCENTIVE COMPENSATION PLAN.

FOR

YES

FOR

10. APPROVAL OF FORMS OF SHARE REPURCHASE CONTRACT AND REPURCHASE COUNTERPARTIES.

FOR

YES

FOR

BALANCED FUND

94904P104

MLM

573284106

MARTIN MARIETTA MATERIALS, INC.

6/30/2014

SPECIAL

1. APPROVE THE ISSUANCE OF MARTIN MARIETTA MATERIALS, INC. (“MARTIN MARIETTA”) COMMON STOCK TO TEXAS INDUSTRIES INC. (“TXI”) STOCKHOLDERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 27 2014 BY AND AMONG MARTIN MARIETTA TXI AND PROJECT HOLDING INC. (THE “SHARE ISSUANCE PROPOSAL”).

FOR

YES

FOR

2. APPROVE THE ADJOURNMENT OF THE MARTIN MARIETTA SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE SHARE ISSUANCE PROPOSAL (“THE MARTIN MARIETTA ADJOURNMENT PROPOSAL”).

FOR

YES

FOR

HICKORY FUND

94904P500

80007P307

SANDRIDGE ENERGY, INC.

7/1/2013

ANNUAL

1. DIRECTORS RECOMMENDED: JIM J. BREWER, WILLIAM A. GILLILAND, AND JEFFREY S. SEROTA

FOR

YES

FOR

2. RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

FOR

YES

FOR

HICKORY FUND

94904P500

LICT

50187G104

LICT CORPORATION

7/2/2013

ANNUAL

1. DIRECTORS RECOMMENDED: MARIO J. GABELLI, SALVATORE MUOIO, AND GARY L. SUGARMAN.

FOR

YES

FOR

2. RATIFICATION OF APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

FOR

YES

FOR

HICKORY FUND

94904P500

ICON

451055107

ICONIX BRAND GROUP, INC.

7/22/2013

ANNUAL

1. DIRECTORS RECOMMENDED: NEIL COLE, BARRY EMANUEL, DREW COHEN, PETER CUNEO, MARK FRIEDMAN, JAMES MARCUM, AND LAURENCE N. CHARNEY.

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

FOR

YES

FOR

3. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

FOR

YES

FOR

HICKORY FUND

94904P500

WSH

G96666105

WILLIS GROUP HOLDINGS LIMITED

7/23/2013

ANNUAL

1. DIRECTORS RECOMMENDED: DOMINIC CASSERLEY, ANNA C. CATALANO, SIR ROY GARDNER, SIR JEREMY HANLEY, ROBYN S. KRAVIT, WENDY E. LANE, FRANCISCO LUZON, JAMES F. MCCANN, JAYMIN PATEL, DOUGLAS B. ROBERTS, MICHAEL J. SOMERS, AND JEFFREY W. UBBEN.

FOR

YES

FOR

2. RATIFY THE REAPPOINTMENT OF DELOITTE LLP AS INDEPENDENT AUDITORS UNTIL THE CLOSE OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AND AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE, TO FIX THE AUDITOR’S REMUNERATION.

FOR

YES

FOR

3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

FOR

YES

FOR

HICKORY FUND

94904P500

PBH

74112D101

PRESTIGE BRANDS HOLDINGS, INC.

7/29/2013

ANNUAL

1. DIRECTORS RECOMMENDED: MATTHEW M. MANNELLY, JOHN E. BYOM, GARY E. COSTLEY, CHARLES J. HINKATY, AND CARL J. JOHNSON

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF PRESTIGE BRANDS HOLDINGS, INC. FOR THE FISCAL YEAR ENDING MARCH 31, 2014.

FOR

YES

FOR

3. TO APPROVE AN AMENDMENT TO OUR 2005 LONG-TERM EQUITY INCENTIVE PLAN SO THAT BONUS AND EQUITY AWARDS MADE UNDER THE PLAN CAN SATISFY THE REQUIREMENTS OF “PERFORMANCE BASED” COMPENSATION WITHIN THE MEANING OF SECTION 162(M) OF THE TAX CODE.

FOR

YES

FOR

4. SAY ON PAY - AN ADVISORY VOTE ON THE RESOLUTION TO APPROVE THE COMPENSATION OF PRESTIGE BRANDS HOLDINGS, INC.’S NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

HICKORY FUND

94904P500

CACI

127190304

CACI INTERNATIONAL INC

11/14/2013

ANNUAL

1. DIRECTORS RECOMMENDED: KENNETH ASBURY, MICHAEL A. DANIELS, JAMES S. GILMORE III, WILLIAM L. JEWS, GREGORY G. JOHNSON, J. PHILLIP LONDON, JAMES L. PAVITT, WARREN R. PHILLIPS, CHARLES P. REVOILE, AND WILLIAM S. WALLACE

FOR

YES

FOR

2. ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO AMEND THE 2002 EMPLOYEE STOCK PURCHASE PLAN.

FOR

YES

FOR

4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR FISCAL YEAR 2014.

FOR

YES

FOR

HICKORY FUND

94904P500

ENDP

29264F205

ENDO HEALTH SOLUTIONS, INC.

2/26/2014

SPECIAL

1. TO APPROVE AND ADOPT THE ARRANGEMENT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING THE MERGER).

FOR

YES

FOR

2. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, CERTAIN COMPENSATORY ARRANGEMENTS BETWEEN ENDO AND ITS NAMED EXECUTIVE OFFICERS RELATING TO THE MERGER CONTEMPLATED BY THE ARRANGEMENT AGREEMENT.

FOR

YES

FOR

3. TO APPROVE THE CREATION OF DISTRIBUTABLE RESERVES OF NEW ENDO WHICH ARE REQUIRED UNDER IRISH LAW IN ORDER TO ALLOW NEW ENDO TO MAKE DISTRIBUTIONS AND PAY DIVIDENDS AND TO PURCHASE OR REDEEM SHARES IN THE FUTURE BY REDUCING SOME OR ALL OF THE SHARE PREMIUM OF NEW ENDO.

FOR

YES

FOR

4. TO APPROVE ANY MOTION TO ADJOURN THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF, IF NECESSARY, (I) TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE PROPOSAL AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE ARRANGEMENT AGREEMENT AND TRANSACTIONS CONTEMPLATED THEREBY ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL).

FOR

YES

FOR

HICKORY FUND

94904P500

LQDT

53635B107

LIQUIDITY SERVICES, INC.

2/27/2014

ANNUAL

1. DIRECTORS RECOMMENDED: PHILLIP A. CLOUGH, GEORGE H. ELLIS, AND JAIME MATEUS-TIQUE

FOR

YES

FOR

2. RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2014.

FOR

YES

FOR

3. APPROVAL OF AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

FOR

YES

FOR

4. RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE 2006 OMNIBUS LONG-TERM INCENTIVE PLAN.

FOR

YES

FOR

HICKORY FUND

94904P500

TDG

893641100

TRANSDIGM GROUP INCORPORATED

3/4/2014

ANNUAL

1. DIRECTORS RECOMMENDED: SEAN P. HENNESSY, DOUGLAS W. PEACOCK, AND JOHN STAER

FOR

YES

FOR

2. TO APPROVE (IN AN ADVISORY VOTE) COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

FOR

YES

FOR

3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2014

FOR

YES

FOR

4. TO VOTE TO AMEND THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS OF THE COMPANY

FOR

YES

FOR

HICKORY FUND

94904P500

ADT

00101J106

THE ADT CORPORATION

3/13/2014

ANNUAL

1. ELECTION OF DIRECTORS: THOMAS COLLIGAN, RICHARD DALY, TIMOTHY DONAHUE, ROBERT DUTKOWSKY, BRUCE GORDON, NAREN GURSAHANEY, BRIDGETTE HELLER, AND KATHLEEN HYLE

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS ADT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014.

FOR

YES

FOR

3. TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF ADT’S NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

HICKORY FUND

94904P500

CNA

126117100

CNA FINANCIAL CORPORATION

4/23/2014

ANNUAL

1. DIRECTORS RECOMMENDED: PAUL J. LISKA, JOSE O. MONTEMAYOR, THOMAS F. MOTAMED, DON M. RANDEL, JOSEPH ROSENBERG, ANDREW H. TISCH, JAMES S. TISCH, AND MARVIN ZONIS

FOR

YES

FOR

2. ADVISORY, NON-BINDING VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2014.

FOR

YES

FOR

HICKORY FUND

94904P500

FLIR

302445101

FLIR SYSTEMS, INC.

4/25/2014

ANNUAL

1. ELECTION OF DIRECTORS: WILLIAM W. CROUCH, CATHERINE A. HALLIGAN, ANGUS L. MACDONALD, CATHY STAUFFER, AND ANDREW C. TEICH

FOR

YES

FOR

YES

FOR

3. TO APPROVE AN AMENDMENT TO THE COMPANY’S 2011 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED UNDER THE 2011 PLAN BY 5,000,000 SHARES.

FOR

YES

FOR

4. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

HICKORY FUND

94904P500

NCMI

635309107

NATIONAL CINEMEDIA, INC.

4/30/2014

ANNUAL

1. DIRECTORS RECOMMENDED: KURT C. HALL, LAWRENCE A. GOODMAN, AND SCOTT N. SCHNEIDER

FOR

YES

FOR

2. TO APPROVE ON AN ADVISORY BASIS, NATIONAL CINEMEDIA, INC.’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS NATIONAL CINEMEDIA, INC.’S INDEPENDENT AUDITORS FOR THE 2014 FISCAL YEAR ENDING JANUARY 1, 2015.

FOR

YES

FOR

HICKORY FUND

94904P500

AVP

054303102

AVON PRODUCTS, INC.

5/6/2014

ANNUAL

1. DIRECTORS RECOMMENDED: DOUGLAS R. CONANT, W. DON CORNWELL, V. ANN HAILEY, NANCY KILLEFER, MARIA ELENA LAGOMASINO, SARA MATHEW, SHERI MCCOY, CHARLES H. NOSKI, GARY M. RODKIN, AND PAULA STERN

FOR

YES

FOR

2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

FOR

YES

FOR

4. SHAREHOLDER PROPOSAL REGARDING PROHIBITION OF ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE OF CONTROL.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON SUBSTITUTING SAFER ALTERNATIVES IN PERSONAL CARE PRODUCTS.

AGAINST

YES

AGAINST

HICKORY FUND

94904P500

BRO

115236101

BROWN & BROWN, INC.

5/7/2014

ANNUAL

FOR

YES

FOR

2. THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS BROWN & BROWN, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

HICKORY FUND

94904P500

IILG

46113M108

INTERVAL LEISURE GROUP, INC.

5/12/2014

ANNUAL

1. DIRECTORS RECOMMENDED: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, GARY S. HOWARD, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR., AND AVY H. STEIN

FOR

YES

FOR

2. TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTERVAL LEISURE GROUP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

HICKORY FUND

94904P500

50540R409

LABORATORY CORPORATION OF AMERICA HOLDINGS

5/14/2014

ANNUAL

FOR

YES

FOR

2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

HICKORY FUND

94904P500

RWT

758075402

REDWOOD TRUST, INC.

5/20/2014

ANNUAL

1. ELECTION OF DIRECTORS: RICHARD D. BAUM, MARIANN BYERWALTER, DOUGLAS B. HANSEN, MARTIN S. HUGHES, GREG H. KUBICEK, JEFFREY T. PERO, AND CHARLES J. TOENISKOETTER

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

3. NON-BINDING ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

FOR

YES

FOR

4. APPROVE THE ADOPTION OF THE COMPANY’S 2014 INCENTIVE PLAN.

FOR

YES

FOR

HICKORY FUND

94904P500

INS

45816D100

INTELLIGENT SYSTEMS CORPORATION

5/22/2014

ANNUAL

1. DIRECTORS RECOMMENDED: CHERIE M. FUZZELL AND PARKER H. PETIT

FOR

YES

FOR

2. APPROVAL BY A NON-BINDING ADVISORY VOTE OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

HICKORY FUND

94904P500

CMLS

231082108

CUMULUS MEDIA, INC.

5/22/2014

ANNUAL

1. DIRECTORS RECOMMENDED: LEWIS W. DICKEY, JR., BRIAN CASSIDY, RALPH B. EVERETT, ALEXIS GLICK, JEFFREY A. MARCUS, ROBERT H. SHERIDAN, III, AND DAVID M. TOLLEY

FOR

YES

FOR

2. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

3. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

HICKORY FUND

94904P500

ASCMA

043632108

ASCENT MEDIA CORPORATION

5/22/2014

ANNUAL

1. DIRECTORS RECOMMENDED: WILLIAM R. FITZGERALD AND MICHAEL J. POHL

FOR

YES

FOR

2. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. THE SAY-ON-PAY PROPOSAL, TO APPROVE THE ADVISORY RESOLUTION ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

HICKORY FUND

94904P500

MLM

573284106

MARTIN MARIETTA MATERIALS, INC.

5/22/2014

ANNUAL

1. ELECTION OF DIRECTORS: SUE W. COLE, MICHAEL J. QUILLEN, AND STEPHEN P. ZELNAK, JR.

FOR

YES

FOR

2. RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.

FOR

YES

FOR

3. APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF MARTIN MARIETTA MATERIALS, INC.’S NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

HICKORY FUND

94904P500

SAPE

803062108

SAPIENT CORPORATION

5/28/2014

ANNUAL

1. ELECTION OF DIRECTORS: JAMES M. BENSON, JERRY A. GREENBERG, ALAN J. HERRICK, SILVIA LAGNADO, J. STUART MOORE, J. STUART MOORE, EVA M. SAGE-GAVIN, ASHOK SHAH, VIJAY SINGAL, AND CURTIS R. WELLING

FOR

YES

FOR

2. RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

HICKORY FUND

94904P500

XOXO

983772104

XO GROUP INC.

5/28/2014

ANNUAL

1. DIRECTORS RECOMMENDED: DAVID LIU AND ELIZABETH SCHIMEL

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2009 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES.

FOR

YES

FOR

4. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

FOR

YES

FOR

HICKORY FUND

94904P500

INT

981475106

WORLD FUEL SERVICES CORPORATION

5/29/2014

ANNUAL

1. DIRECTORS RECOMMENDED: MICHAEL J. KASBAR, PAUL H. STEBBINS, KEN BAKSHI, RICHARD A. KASSAR, MYLES KLEIN, JOHN L. MANLEY, J. THOMAS PRESBY, AND STEPHEN K. RODDENBERRY

FOR

YES

FOR

2. APPROVAL OF THE NON-BINDING, ADVISORY RESOLUTION REGARDING EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED CERTIFIED ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR.

FOR

YES

FOR

4. REAPPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE MEASURES UNDER THE WORLD FUEL SERVICES CORPORATION 2006 OMNIBUS PLAN (AS AMENDED AND RESTATED).

FOR

YES

FOR

HICKORY FUND

94904P500

FCN

302941109

FTI CONSULTING, INC

6/4/2014

ANNUAL

1. DIRECTORS RECOMMENDED: BRENDA J. BACON, CLAUDIO COSTAMAGNA, JAMES W. CROWNOVER, VERNON ELLIS, NICHOLAS C. FANANDAKIS, STEVEN H. GUNBY, GERARD E. HOLTHAUS AND MARC HOLTZMAN

FOR

YES

FOR

2. RATIFY THE RETENTION OF KPMG LLP AS FTI CONSULTING, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE PROXY STATEMENT FOR THE 2014 ANNUAL MEETING OF STOCKHOLDERS.

FOR

YES

FOR

HICKORY FUND

94904P500

LICT

50187G104

LICT CORPORATION

6/4/2014

ANNUAL

1. DIRECTORS RECOMMENDED: MARIO J. GABELLI, ROBERT E. DOLAN, DONALD H. HUNTER, SALVATORE MUOIO, AND GARY L. SUGARMAN

FOR

YES

FOR

2. RATIFICATION OF APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

HICKORY FUND

94904P500

LYV

538034109

LIVE NATION ENTERTAINMENT, INC.

6/5/2014

ANNUAL

1. ELECTION OF DIRECTORS: MARK CARLETON; JONATHAN DOLGEN; ARIEL EMANUEL; ROBERT TED ENLOE, III; JEFFREY T. HINSON; MARGARET PEGGY JOHNSON; JAMES S. KAHAN; GREGORY B. MAFFEI; RANDALL T. MAYS; MICHAEL RAPINO AND MARK S. SHAPIRO

FOR

YES

FOR

2. ADVISORY VOTE ON THE COMPENSATION OF LIVE NATION ENTERTAINMENT NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS LIVE NATION ENTERTAINMENT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR.

FOR

YES

FOR

HICKORY FUND

94904P500

ENDP

G30401106

ENDO INTERNATIONAL PLC

6/10/2014

ANNUAL

1. ELECTION OF DIRECTORS: ROGER H. KIMMEL, RAJIV DE SILVA, JOHN J. DELUCCA, ARTHUR J. HIGGINS, NANCY J. HUTSON, PH.D., MICHAEL HYATT, WILLIAM P. MONTAGUE, JILL D. SMITH, AND WILLIAM F. SPENGLER

FOR

YES

FOR

2. TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2014 AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO DETERMINE THE AUDITORS’ REMUNERATION.

FOR

YES

FOR

3. TO APPROVE, BY ADVISORY VOTE, NAMED EXECUTIVE OFFICER COMPENSATION.

FOR

YES

FOR

4. TO APPROVE THE AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN.

FOR

YES

FOR

HICKORY FUND

94904P500

ACIW

004498101

ACI WORLDWIDE, INC.

6/18/2014

ANNUAL

1. DIRECTORS RECOMMENDED: JOHN D. CURTIS, PHILIP G. HEASLEY, JAMES C. MCGRODDY, DAVID A. POE, HARLAN F. SEYMOUR, JOHN M. SHAY, JR., JOHN E. STOKELY, AND JAN H. SUWINSKI

FOR

YES

FOR

2. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. APPROVE THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

4. APPROVE THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF COMMON SHARES AUTHORIZED FOR ISSUANCE THEREUNDER.

FOR

YES

FOR

HICKORY FUND

94904P500

MLM

573284106

MARTIN MARIETTA MATERIALS, INC.

6/30/2014

SPECIAL

FOR

YES

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

80007P307

SANDRIDGE ENERGY, INC.

7/1/2013

ANNUAL

1. DIRECTORS RECOMMENDED: JIM J. BREWER, WILLIAM A. GILLILAND, AND JEFFREY S. SEROTA

FOR

YES

FOR

2. RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

ICON

451055107

ICONIX BRAND GROUP, INC.

7/22/2013

ANNUAL

1. DIRECTORS RECOMMENDED: NEIL COLE, BARRY EMANUEL, DREW COHEN, PETER CUNEO, MARK FRIEDMAN, JAMES MARCUM, AND LAURENCE N. CHARNEY.

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

FOR

YES

FOR

3. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

CACI

127190304

CACI INTERNATIONAL INC

11/14/2013

ANNUAL

FOR

YES

FOR

2. ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO AMEND THE 2002 EMPLOYEE STOCK PURCHASE PLAN.

FOR

YES

FOR

4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR FISCAL YEAR 2014.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

MSFT

594918104

MICROSOFT CORPORATION

11/19/2013

ANNUAL

1. ELECTION OF DIRECTOR: STEVEN A. BALLMER

FOR

YES

FOR

2. ELECTION OF DIRECTOR: DINA DUBLON

FOR

YES

FOR

3. ELECTION OF DIRECTOR: WILLIAM H. GATES III

FOR

YES

FOR

4. ELECTION OF DIRECTOR: MARIA M. KLAWE

FOR

YES

FOR

5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO

FOR

YES

FOR

6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT

FOR

YES

FOR

7. ELECTION OF DIRECTOR: CHARLES H. NOSKI

FOR

YES

FOR

8. ELECTION OF DIRECTOR: HELMUT PANKE

FOR

YES

FOR

9. ELECTION OF DIRECTOR: JOHN W. THOMPSON

FOR

YES

FOR

10. APPROVE MATERIAL TERMS OF THE PERFORMANCE CRITERIA UNDER THE EXECUTIVE OFFICER INCENTIVE PLAN

FOR

YES

FOR

11. ADVISORY VOTE ON EXECUTIVE COMPENSATION

FOR

YES

FOR

12. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2014

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

ENDP

29264F205

ENDO HEALTH SOLUTIONS, INC.

2/26/2014

SPECIAL

1. TO APPROVE AND ADOPT THE ARRANGEMENT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING THE MERGER).

FOR

YES

FOR

2. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, CERTAIN COMPENSATORY ARRANGEMENTS BETWEEN ENDO AND ITS NAMED EXECUTIVE OFFICERS RELATING TO THE MERGER CONTEMPLATED BY THE ARRANGEMENT AGREEMENT.

FOR

YES

FOR

YES

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

TDG

893641100

TRANSDIGM GROUP INCORPORATED

3/4/2014

ANNUAL

1. DIRECTORS RECOMMENDED: SEAN P. HENNESSY, DOUGLAS W. PEACOCK, AND JOHN STAER

FOR

YES

FOR

2. TO APPROVE (IN AN ADVISORY VOTE) COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

FOR

YES

FOR

3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2014

FOR

YES

FOR

4. TO VOTE TO AMEND THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS OF THE COMPANY

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

ADT

00101J106

THE ADT CORPORATION

3/13/2014

ANNUAL

1. ELECTION OF DIRECTORS: THOMAS COLLIGAN, RICHARD DALY, TIMOTHY DONAHUE, ROBERT DUTKOWSKY, BRUCE GORDON, NAREN GURSAHANEY, BRIDGETTE HELLER, AND KATHLEEN HYLE

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS ADT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014.

FOR

YES

FOR

3. TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF ADT’S NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

TXN

882508104

TEXAS INSTRUMENTS INCORPORATED

4/17/2014

ANNUAL

1. ELECTION OF DIRECTORS: R.W. BABB, JR., M.A. BLINN, D.A. CARP, C.S. COX, R. KIRK, P.H. PATSLEY, R.E. SANCHEZ, W.R. SANDERS, R.J. SIMMONS, R.K. TEMPLETON, AND C.T. WHITMAN

FOR

YES

FOR

2. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

4. BOARD PROPOSAL TO APPROVE THE TI EMPLOYEES 2014 STOCK PURCHASE PLAN.

FOR

YES

FOR

5. BOARD PROPOSAL TO REAPPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE TEXAS INSTRUMENTS 2009 LONG-TERM INCENTIVE PLAN.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

FLIR

302445101

FLIR SYSTEMS, INC.

4/25/2014

ANNUAL

1. ELECTION OF DIRECTORS: WILLIAM W. CROUCH, CATHERINE A. HALLIGAN, ANGUS L. MACDONALD, CATHY STAUFFER, AND ANDREW C. TEICH

FOR

YES

FOR

YES

FOR

3. TO APPROVE AN AMENDMENT TO THE COMPANY’S 2011 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED UNDER THE 2011 PLAN BY 5,000,000 SHARES.

FOR

YES

FOR

4. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

DTV

25490A309

DIRECTV

4/29/2014

ANNUAL

1. ELECTION OF DIRECTORS: NEIL AUSTRIAN, RALPH BOYD, JR., ABELARDO BRU, DAVID DILLON, SAMUEL DIPIAZZA, JR., DIXON DOLL, CHARLES LEE, PETER LUND, NANCY NEWCOMB, LORRIE NORRINGTON, ANTHONY VINCIQUERRA, AND MICHAEL WHITE

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DIRECTV FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. AN ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVES.

FOR

YES

FOR

4. SHAREHOLDER PROPOSAL TO ADOPT A POLICY THAT THERE WOULD BE NO ACCELERATED VESTING OF PERFORMANCE-BASED EQUITY AWARDS UPON A CHANGE IN CONTROL.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL TO REQUIRE SENIOR EXECUTIVES TO RETAIN 50% OF NET AFTER-TAX SHARES ACQUIRED THROUGH PAY PROGRAMS UNTIL REACHING NORMAL RETIREMENT AGE.

AGAINST

YES

AGAINST

PARTNERS III OPPORTUNITY FUND

94904P872

WFC

949746101

WELLS FARGO & COMPANY

4/29/2014

ANNUAL

FOR

YES

FOR

2. VOTE ON AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

4. ADOPT A POLICY TO REQUIRE AN INDEPENDENT CHAIRMAN.

AGAINST

YES

AGAINST

5. REVIEW AND REPORT ON INTERNAL CONTROLS OVER THE COMPANY’S MORTGAGE SERVICING AND FORECLOSURE PRACTICES.

AGAINST

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

NCMI

635309107

NATIONAL CINEMEDIA, INC.

4/30/2014

ANNUAL

1. DIRECTORS RECOMMENDED: KURT C. HALL, LAWRENCE A. GOODMAN, AND SCOTT N. SCHNEIDER

FOR

YES

FOR

2. TO APPROVE ON AN ADVISORY BASIS, NATIONAL CINEMEDIA, INC.’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS NATIONAL CINEMEDIA, INC.’S INDEPENDENT AUDITORS FOR THE 2014 FISCAL YEAR ENDING JANUARY 1, 2015.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

BRK/B

084670702

BERKSHIRE HATHAWAY, INC. (B)

5/3/2014

ANNUAL

FOR

YES

FOR

2. NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE 2014 PROXY STATEMENT.

FOR

YES

FOR

3 YEARS

YES

3 YEARS

4. SHAREHOLDER PROPOSAL REGARDING GREENHOUSE GAS AND OTHER AIR EMISSIONS.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL REGARDING DIVIDENDS.

AGAINST

YES

AGAINST

PARTNERS III OPPORTUNITY FUND

94904P872

AVP

054303102

AVON PRODUCTS, INC.

5/6/2014

ANNUAL

1. DIRECTORS RECOMMENDED: DOUGLAS R. CONANT, W. DON CORNWELL, V. ANN HAILEY, NANCY KILLEFER, MARIA ELENA LAGOMASINO, SARA MATHEW, SHERI MCCOY, CHARLES H. NOSKI, GARY M. RODKIN, AND PAULA STERN

FOR

YES

FOR

2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

FOR

YES

FOR

4. SHAREHOLDER PROPOSAL REGARDING PROHIBITION OF ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE OF CONTROL.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON SUBSTITUTING SAFER ALTERNATIVES IN PERSONAL CARE PRODUCTS.

AGAINST

YES

AGAINST

PARTNERS III OPPORTUNITY FUND

94904P872

ESRX

30219G108

EXPRESS SCRIPTS HOLDING COMPANY

5/7/2014

ANNUAL

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2014.

FOR

YES

FOR

3. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

IILG

46113M108

INTERVAL LEISURE GROUP, INC.

5/12/2014

ANNUAL

1. DIRECTORS RECOMMENDED: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, GARY S. HOWARD, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR., AND AVY H. STEIN

FOR

YES

FOR

2. TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTERVAL LEISURE GROUP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

GOOG

38259P508

GOOGLE, INC.

5/14/2014

ANNUAL

1. DIRECTORS RECOMMENDED: LARRY PAGE, SERGEY BRIN, ERIC E. SCHMIDT, L. JOHN DOERR, DIANE B. GREENE, JOHN L. HENNESSY, ANN MATHER, PAUL S. OTELLINI, K. RAM SHRIRAM, AND SHIRLEY M. TILGHMAN

FOR

YES

FOR

2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. THE APPROVAL OF 2013 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

4. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

5. A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

6. A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

7. A STOCKHOLDER PROPOSAL REGARDING TAX POLICY PRINCIPLES, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

8. A STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN OF THE BOARD POLICY, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

PARTNERS III OPPORTUNITY FUND

94904P872

50540R409

LABORATORY CORPORATION OF AMERICA HOLDINGS

5/14/2014

ANNUAL

FOR

YES

FOR

2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

APA

037411105

APACHE CORPORATION

5/15/2014

ANNUAL

1. ELECTION OF DIRECTORS: G. STEVEN FARRIS, A.D. FRAZIER, JR., AND AMY H. NELSON

FOR

YES

FOR

2. RATIFICATION OF ERNST & YOUNG LLP AS APACHE’S INDEPENDENT AUDITORS

FOR

YES

FOR

3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF APACHE’S NAMED EXECUTIVE OFFICERS

FOR

YES

FOR

4. APPROVAL OF AMENDMENT TO APACHE’S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE APACHE’S CLASSIFIED BOARD OF DIRECTORS

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

RRC

75281A109

RANGE RESOURCES CORPORATION

5/20/2014

ANNUAL

1. ELECTION OF DIRECTORS: ANTHONY V. DUB, V. RICHARD EALES, ALLEN FINKELSON, JAMES M. FUNK, JONATHAN S. LINKER, MARY RALPH LOWE, KEVIN S. MCCARTHY, KEVIN S. MCCARTHY, AND JEFFREY L. VENTURA

FOR

YES

FOR

2. A PROPOSAL TO APPROVE THE COMPENSATION PHILOSOPHY, POLICIES AND PROCEDURES DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS.

FOR

YES

FOR

3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS OF AND FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

4. STOCKHOLDER PROPOSAL - A PROPOSAL REQUESTING A REPORT REGARDING FUGITIVE METHANE EMISSIONS.

AGAINST

YES

AGAINST

PARTNERS III OPPORTUNITY FUND

94904P872

VRX

91911K102

VALEANT PHARMACEUTICALS INTERNATIONAL, INC

5/20/2014

ANNUAL

FOR

YES

FOR

YES

FOR

YES

FOR

4. TO APPROVE THE 2014 OMNIBUS INCENTIVE PLAN AND RATIFY AND APPROVE THE GRANTS OF 320,033 SHARE UNITS AND 180,000 OPTIONS WHICH WERE MADE SUBJECT TO THE SHAREHOLDER APPROVAL OF THE 2014 PLAN.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

RWT

758075402

REDWOOD TRUST, INC.

5/20/2014

ANNUAL

1. ELECTION OF DIRECTORS: RICHARD D. BAUM, MARIANN BYERWALTER, DOUGLAS B. HANSEN, MARTIN S. HUGHES, GREG H. KUBICEK, JEFFREY T. PERO, AND CHARLES J. TOENISKOETTER

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

3. NON-BINDING ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

FOR

YES

FOR

4. APPROVE THE ADOPTION OF THE COMPANY’S 2014 INCENTIVE PLAN.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

CMLS

231082108

CUMULUS MEDIA, INC.

5/22/2014

ANNUAL

1. DIRECTORS RECOMMENDED: LEWIS W. DICKEY, JR., BRIAN CASSIDY, RALPH B. EVERETT, ALEXIS GLICK, JEFFREY A. MARCUS, ROBERT H. SHERIDAN, III, AND DAVID M. TOLLEY

FOR

YES

FOR

2. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

3. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

MLM

573284106

MARTIN MARIETTA MATERIALS, INC.

5/22/2014

ANNUAL

1. ELECTION OF DIRECTORS: SUE W. COLE, MICHAEL J. QUILLEN, AND STEPHEN P. ZELNAK, JR.

FOR

YES

FOR

2. RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.

FOR

YES

FOR

3. APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF MARTIN MARIETTA MATERIALS, INC.’S NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

XOXO

983772104

XO GROUP INC.

5/28/2014

ANNUAL

1. DIRECTORS RECOMMENDED: DAVID LIU AND ELIZABETH SCHIMEL

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2009 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES.

FOR

YES

FOR

4. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

INT

981475106

WORLD FUEL SERVICES CORPORATION

5/29/2014

ANNUAL

1. DIRECTORS RECOMMENDED: MICHAEL J. KASBAR, PAUL H. STEBBINS, KEN BAKSHI, RICHARD A. KASSAR, MYLES KLEIN, JOHN L. MANLEY, J. THOMAS PRESBY, AND STEPHEN K. RODDENBERRY

FOR

YES

FOR

2. APPROVAL OF THE NON-BINDING, ADVISORY RESOLUTION REGARDING EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED CERTIFIED ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR.

FOR

YES

FOR

4. REAPPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE MEASURES UNDER THE WORLD FUEL SERVICES CORPORATION 2006 OMNIBUS PLAN (AS AMENDED AND RESTATED).

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

LYV

538034109

LIVE NATION ENTERTAINMENT, INC.

6/5/2014

ANNUAL

FOR

YES

FOR

2. ADVISORY VOTE ON THE COMPENSATION OF LIVE NATION ENTERTAINMENT NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS LIVE NATION ENTERTAINMENT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

ENDP

G30401106

ENDO INTERNATIONAL PLC

6/10/2014

ANNUAL

1. ELECTION OF DIRECTORS: ROGER H. KIMMEL, RAJIV DE SILVA, JOHN J. DELUCCA, ARTHUR J. HIGGINS, NANCY J. HUTSON, PH.D., MICHAEL HYATT, WILLIAM P. MONTAGUE, JILL D. SMITH, AND WILLIAM F. SPENGLER

FOR

YES

FOR

YES

FOR

3. TO APPROVE, BY ADVISORY VOTE, NAMED EXECUTIVE OFFICER COMPENSATION.

FOR

YES

FOR

4. TO APPROVE THE AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

MLM

573284106

MARTIN MARIETTA MATERIALS, INC.

6/30/2014

SPECIAL

FOR

YES

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

ICON

451055107

ICONIX BRAND GROUP, INC.

7/22/2013

ANNUAL

1. DIRECTORS RECOMMENDED: NEIL COLE, BARRY EMANUEL, DREW COHEN, PETER CUNEO, MARK FRIEDMAN, JAMES MARCUM, AND LAURENCE N. CHARNEY.

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

FOR

YES

FOR

3. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

MSFT

594918104

MICROSOFT CORPORATION

11/19/2013

ANNUAL

1. ELECTION OF DIRECTOR: STEVEN A. BALLMER

FOR

YES

FOR

2. ELECTION OF DIRECTOR: DINA DUBLON

FOR

YES

FOR

3. ELECTION OF DIRECTOR: WILLIAM H. GATES III

FOR

YES

FOR

4. ELECTION OF DIRECTOR: MARIA M. KLAWE

FOR

YES

FOR

5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO

FOR

YES

FOR

6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT

FOR

YES

FOR

7. ELECTION OF DIRECTOR: CHARLES H. NOSKI

FOR

YES

FOR

8. ELECTION OF DIRECTOR: HELMUT PANKE

FOR

YES

FOR

9. ELECTION OF DIRECTOR: JOHN W. THOMPSON

FOR

YES

FOR

10. APPROVE MATERIAL TERMS OF THE PERFORMANCE CRITERIA UNDER THE EXECUTIVE OFFICER INCENTIVE PLAN

FOR

YES

FOR

11. ADVISORY VOTE ON EXECUTIVE COMPENSATION

FOR

YES

FOR

12. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2014

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

TDG

893641100

TRANSDIGM GROUP INCORPORATED

3/4/2014

ANNUAL

1. DIRECTORS RECOMMENDED: SEAN P. HENNESSY, DOUGLAS W. PEACOCK, AND JOHN STAER

FOR

YES

FOR

2. TO APPROVE (IN AN ADVISORY VOTE) COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

FOR

YES

FOR

3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2014

FOR

YES

FOR

4. TO VOTE TO AMEND THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS OF THE COMPANY

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

TXN

882508104

TEXAS INSTRUMENTS INCORPORATED

4/17/2014

ANNUAL

1. ELECTION OF DIRECTORS: R.W. BABB, JR., M.A. BLINN, D.A. CARP, C.S. COX, R. KIRK, P.H. PATSLEY, R.E. SANCHEZ, W.R. SANDERS, R.J. SIMMONS, R.K. TEMPLETON, AND C.T. WHITMAN

FOR

YES

FOR

2. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

4. BOARD PROPOSAL TO APPROVE THE TI EMPLOYEES 2014 STOCK PURCHASE PLAN.

FOR

YES

FOR

5. BOARD PROPOSAL TO REAPPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE TEXAS INSTRUMENTS 2009 LONG-TERM INCENTIVE PLAN.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

FLIR

302445101

FLIR SYSTEMS, INC.

4/25/2014

ANNUAL

1. ELECTION OF DIRECTORS: WILLIAM W. CROUCH, CATHERINE A. HALLIGAN, ANGUS L. MACDONALD, CATHY STAUFFER, AND ANDREW C. TEICH

FOR

YES

FOR

YES

FOR

3. TO APPROVE AN AMENDMENT TO THE COMPANY’S 2011 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED UNDER THE 2011 PLAN BY 5,000,000 SHARES.

FOR

YES

FOR

4. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

WFC

949746101

WELLS FARGO & COMPANY

4/29/2014

ANNUAL

FOR

YES

FOR

2. VOTE ON AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

4. ADOPT A POLICY TO REQUIRE AN INDEPENDENT CHAIRMAN.

AGAINST

YES

AGAINST

5. REVIEW AND REPORT ON INTERNAL CONTROLS OVER THE COMPANY’S MORTGAGE SERVICING AND FORECLOSURE PRACTICES.

AGAINST

YES

FOR

PARTNERS VALUE FUND

94904P609

DTV

25490A309

DIRECTV

4/29/2014

ANNUAL

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DIRECTV FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. AN ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVES.

FOR

YES

FOR

4. SHAREHOLDER PROPOSAL TO ADOPT A POLICY THAT THERE WOULD BE NO ACCELERATED VESTING OF PERFORMANCE-BASED EQUITY AWARDS UPON A CHANGE IN CONTROL.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL TO REQUIRE SENIOR EXECUTIVES TO RETAIN 50% OF NET AFTER-TAX SHARES ACQUIRED THROUGH PAY PROGRAMS UNTIL REACHING NORMAL RETIREMENT AGE.

AGAINST

YES

AGAINST

PARTNERS VALUE FUND

94904P609

BRK/B

084670702

BERKSHIRE HATHAWAY, INC. (B)

5/3/2014

ANNUAL

FOR

YES

FOR

2. NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE 2014 PROXY STATEMENT.

FOR

YES

FOR

3 YEARS

YES

3 YEARS

4. SHAREHOLDER PROPOSAL REGARDING GREENHOUSE GAS AND OTHER AIR EMISSIONS.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL REGARDING DIVIDENDS.

AGAINST

YES

AGAINST

PARTNERS VALUE FUND

94904P609

BRO

115236101

BROWN & BROWN, INC.

5/7/2014

ANNUAL

FOR

YES

FOR

2. THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS BROWN & BROWN, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

IILG

46113M108

INTERVAL LEISURE GROUP, INC.

5/12/2014

ANNUAL

1. DIRECTORS RECOMMENDED: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, GARY S. HOWARD, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR., AND AVY H. STEIN

FOR

YES

FOR

2. TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTERVAL LEISURE GROUP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

GOOG

38259P508

GOOGLE, INC.

5/14/2014

ANNUAL

1. DIRECTORS RECOMMENDED: LARRY PAGE, SERGEY BRIN, ERIC E. SCHMIDT, L. JOHN DOERR, DIANE B. GREENE, JOHN L. HENNESSY, ANN MATHER, PAUL S. OTELLINI, K. RAM SHRIRAM, AND SHIRLEY M. TILGHMAN

FOR

YES

FOR

2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. THE APPROVAL OF 2013 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

4. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

5. A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

6. A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

7. A STOCKHOLDER PROPOSAL REGARDING TAX POLICY PRINCIPLES, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

8. A STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN OF THE BOARD POLICY, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

PARTNERS VALUE FUND

94904P609

50540R409

LABORATORY CORPORATION OF AMERICA HOLDINGS

5/14/2014

ANNUAL

FOR

YES

FOR

2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

APA

037411105

APACHE CORPORATION

5/15/2014

ANNUAL

1. ELECTION OF DIRECTORS: G. STEVEN FARRIS, A.D. FRAZIER, JR., AND AMY H. NELSON

FOR

YES

FOR

2. RATIFICATION OF ERNST & YOUNG LLP AS APACHE’S INDEPENDENT AUDITORS

FOR

YES

FOR

3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF APACHE’S NAMED EXECUTIVE OFFICERS

FOR

YES

FOR

4. APPROVAL OF AMENDMENT TO APACHE’S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE APACHE’S CLASSIFIED BOARD OF DIRECTORS

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

RRC

75281A109

RANGE RESOURCES CORPORATION

5/20/2014

ANNUAL

1. ELECTION OF DIRECTORS: ANTHONY V. DUB, V. RICHARD EALES, ALLEN FINKELSON, JAMES M. FUNK, JONATHAN S. LINKER, MARY RALPH LOWE, KEVIN S. MCCARTHY, KEVIN S. MCCARTHY, AND JEFFREY L. VENTURA

FOR

YES

FOR

2. A PROPOSAL TO APPROVE THE COMPENSATION PHILOSOPHY, POLICIES AND PROCEDURES DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS.

FOR

YES

FOR

3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS OF AND FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

4. STOCKHOLDER PROPOSAL - A PROPOSAL REQUESTING A REPORT REGARDING FUGITIVE METHANE EMISSIONS.

AGAINST

YES

AGAINST

PARTNERS VALUE FUND

94904P609

VRX

91911K102

VALEANT PHARMACEUTICALS INTERNATIONAL, INC

5/20/2014

ANNUAL

FOR

YES

FOR

YES

FOR

YES

FOR

4. TO APPROVE THE 2014 OMNIBUS INCENTIVE PLAN AND RATIFY AND APPROVE THE GRANTS OF 320,033 SHARE UNITS AND 180,000 OPTIONS WHICH WERE MADE SUBJECT TO THE SHAREHOLDER APPROVAL OF THE 2014 PLAN.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

RWT

758075402

REDWOOD TRUST, INC.

5/20/2014

ANNUAL

1. ELECTION OF DIRECTORS: RICHARD D. BAUM, MARIANN BYERWALTER, DOUGLAS B. HANSEN, MARTIN S. HUGHES, GREG H. KUBICEK, JEFFREY T. PERO, AND CHARLES J. TOENISKOETTER

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

3. NON-BINDING ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

FOR

YES

FOR

4. APPROVE THE ADOPTION OF THE COMPANY’S 2014 INCENTIVE PLAN.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

MLM

573284106

MARTIN MARIETTA MATERIALS, INC.

5/22/2014

ANNUAL

1. ELECTION OF DIRECTORS: SUE W. COLE, MICHAEL J. QUILLEN, AND STEPHEN P. ZELNAK, JR.

FOR

YES

FOR

2. RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.

FOR

YES

FOR

3. APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF MARTIN MARIETTA MATERIALS, INC.’S NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

XOXO

983772104

XO GROUP INC.

5/28/2014

ANNUAL

1. DIRECTORS RECOMMENDED: DAVID LIU AND ELIZABETH SCHIMEL

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2009 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES.

FOR

YES

FOR

4. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

FIS

31620M106

FIDELITY NATIONAL INFORMATION SERVICES, INC.

5/28/2014

ANNUAL

1. ELECTION OF DIRECTORS: DAVID K. HUNT, RICHARD N. MASSEYM, LESLIE M. MUMA, AND JAMES B. STALLINGS, JR.

FOR

YES

FOR

2. ADVISORY VOTE ON FIDELITY NATIONAL INFORMATION SERVICES, INC. EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO APPROVE THE ELIMINATION OF THE SUPERMAJORITY VOTING REQUIREMENT IN ARTICLE IV OF THE CORPORATION’S ARTICLES OF INCORPORATION.

FOR

YES

FOR

4. TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

LYV

538034109

LIVE NATION ENTERTAINMENT, INC.

6/5/2014

ANNUAL

FOR

YES

FOR

2. ADVISORY VOTE ON THE COMPENSATION OF LIVE NATION ENTERTAINMENT NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS LIVE NATION ENTERTAINMENT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

TGT

86712E106

TARGET CORPORATION

6/11/2014

ANNUAL

FOR

YES

FOR

2. COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

FOR

YES

FOR

3. COMPANY PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, OUR EXECUTIVE COMPENSATION (SAY-ON-PAY”).

FOR

YES

FOR

4. SHAREHOLDER PROPOSAL TO ELIMINATE PERQUISITES.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL TO ADOPT A POLICY FOR AN INDEPENDENT CHAIRMAN.

AGAINST

YES

AGAINST

6. SHAREHOLDER PROPOSAL TO ADOPT A POLICY PROHIBITING DISCRIMINATION AGAINST OR “FOR” PERSONS.

AGAINST

YES

AGAINST

PARTNERS VALUE FUND

94904P609

AON

G0408V102

AON CORPORATION

6/24/2014

ANNUAL

FOR

YES

FOR

2. RECEIPT OF AON’S ANNUAL REPORT AND ACCOUNTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED DECEMBER 31, 2013.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AON’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

FOR

YES

FOR

4. RE-APPOINTMENT OF ERNST & YOUNG LLP AS AON’S U.K. STATUTORY AUDITOR UNDER THE COMPANIES ACT 2006.

FOR

YES

FOR

5. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF ERNST & YOUNG LLP.

FOR

YES

FOR

6. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

7. APPROVAL OF DIRECTORS’ REMUNERATION POLICY.

FOR

YES

FOR

8. ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT (OTHER THAN THE DIRECTORS’ REMUNERATION POLICY).

FOR

YES

FOR

9. APPROVAL OF THE AON PLC 2011 INCENTIVE COMPENSATION PLAN.

FOR

YES

FOR

10. APPROVAL OF FORMS OF SHARE REPURCHASE CONTRACT AND REPURCHASE COUNTERPARTIES.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

MLM

573284106

MARTIN MARIETTA MATERIALS, INC.

6/30/2014

SPECIAL

FOR

YES

FOR

YES

FOR

RESEARCH FUND

94904P880

ICON

451055107

ICONIX BRAND GROUP, INC.

7/22/2013

ANNUAL

1. DIRECTORS RECOMMENDED: NEIL COLE, BARRY EMANUEL, DREW COHEN, PETER CUNEO, MARK FRIEDMAN, JAMES MARCUM, AND LAURENCE N. CHARNEY.

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.

FOR

YES

FOR

3. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

FOR

YES

FOR

RESEARCH FUND

94904P880

ORCL

68389X105

ORACLE CORPORATION

10/31/2013

ANNUAL

1. DIRECTORS RECOMMENDED: JEFFREY S. BERG, H. RAYMOND BINGHAM, MICHAEL J. BOSKIN, SAFRA A. CATZ, BRUCE R. CHIZEN, GEORGE H. CONRADES, LAWRENCE J. ELLISON, HECTOR GARCIA-MOLINA, JEFFREY O. HENLEY, MARK V. HURD, AND NAOMI O. SELIGMAN

FOR

YES

FOR

2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. APPROVAL OF AMENDMENT TO THE LONG-TERM EQUITY INCENTIVE PLAN.

FOR

YES

AGAINST

4. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014.

FOR

YES

FOR

5. STOCKHOLDER PROPOSAL REGARDING ESTABLISHING A BOARD COMMITTEE ON HUMAN RIGHTS.

AGAINST

YES

AGAINST

6. STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN.

AGAINST

YES

AGAINST

7. STOCKHOLDER PROPOSAL REGARDING VOTE TABULATION.

AGAINST

YES

AGAINST

8. STOCKHOLDER PROPOSAL REGARDING MULTIPLE PERFORMANCE METRICS.

AGAINST

YES

AGAINST

9. STOCKHOLDER PROPOSAL REGARDING QUANTIFIABLE PERFORMANCE METRICS.

AGAINST

YES

AGAINST

RESEARCH FUND

94904P880

CACI

127190304

CACI INTERNATIONAL INC

11/14/2013

ANNUAL

FOR

YES

FOR

2. ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO AMEND THE 2002 EMPLOYEE STOCK PURCHASE PLAN.

FOR

YES

FOR

4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR FISCAL YEAR 2014.

FOR

YES

FOR

RESEARCH FUND

94904P880

MSFT

594918104

MICROSOFT CORPORATION

11/19/2013

ANNUAL

1. ELECTION OF DIRECTOR: STEVEN A. BALLMER

FOR

YES

FOR

2. ELECTION OF DIRECTOR: DINA DUBLON

FOR

YES

FOR

3. ELECTION OF DIRECTOR: WILLIAM H. GATES III

FOR

YES

FOR

4. ELECTION OF DIRECTOR: MARIA M. KLAWE

FOR

YES

FOR

5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO

FOR

YES

FOR

6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT

FOR

YES

FOR

7. ELECTION OF DIRECTOR: CHARLES H. NOSKI

FOR

YES

FOR

8. ELECTION OF DIRECTOR: HELMUT PANKE

FOR

YES

FOR

9. ELECTION OF DIRECTOR: JOHN W. THOMPSON

FOR

YES

FOR

10. APPROVE MATERIAL TERMS OF THE PERFORMANCE CRITERIA UNDER THE EXECUTIVE OFFICER INCENTIVE PLAN

FOR

YES

FOR

11. ADVISORY VOTE ON EXECUTIVE COMPENSATION

FOR

YES

FOR

12. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2014

FOR

YES

FOR

RESEARCH FUND

94904P880

ACN

G1151C101

ACCENTURE PLC

1/30/2014

ANNUAL

1. TO ACCEPT, IN A NON-BINDING VOTE, THE COMPANY’S IRISH FINANCIAL STATEMENTS FOR THE TWELVE-MONTH PERIOD ENDED AUGUST 31, 2013, AS PRESENTED.

FOR

YES

FOR

YES

FOR

YES

FOR

4. TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

5. TO GRANT THE BOARD THE AUTHORITY TO ISSUE SHARES UNDER IRISH LAW.

FOR

YES

FOR

6. TO GRANT THE BOARD THE AUTHORITY TO OPT-OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW.

FOR

YES

FOR

7. TO APPROVE A CAPITAL REDUCTION AND CREATION OF DISTRIBUTABLE RESERVES UNDER IRISH LAW.

FOR

YES

FOR

8. TO AUTHORIZE HOLDING THE 2015 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ACCENTURE PLC AT A LOCATION OUTSIDE OF IRELAND AS REQUIRED UNDER IRISH LAW.

FOR

YES

FOR

9. TO AUTHORIZE ACCENTURE TO MAKE OPEN-MARKET PURCHASES OF ACCENTURE PLC CLASS A ORDINARY SHARES UNDER IRISH LAW.

FOR

YES

FOR

10. TO DETERMINE THE PRICE RANGE AT WHICH ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT ACQUIRES AS TREASURY STOCK UNDER IRISH LAW.

FOR

YES

FOR

RESEARCH FUND

94904P880

LQDT

53635B107

LIQUIDITY SERVICES, INC.

2/27/2014

ANNUAL

1. DIRECTORS RECOMMENDED: PHILLIP A. CLOUGH, GEORGE H. ELLIS, AND JAIME MATEUS-TIQUE

FOR

YES

FOR

2. RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2014.

FOR

YES

FOR

3. APPROVAL OF AN ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

FOR

YES

FOR

4. RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE 2006 OMNIBUS LONG-TERM INCENTIVE PLAN.

FOR

YES

FOR

RESEARCH FUND

94904P880

AAPL

037833100

APPLE INC.

2/28/2014

ANNUAL

1. DIRECTORS RECOMMENDED: WILLIAM CAMPBELL, TIMOTHY COOK, MILLARD DREXLER, AL GORE, ROBERT IGER, ANDREA JUNG, ARTHUR LEVINSON, AND RONALD SUGAR

FOR

YES

FOR

2. THE AMENDMENT OF THE COMPANY’S RESTATED ARTICLES OF INCORPORATION (“THE ARTICLES”) TO FACILITATE THE IMPLEMENTATION OF MAJORITY VOTING FOR THE ELECTION OF DIRECTORS IN AN UNCONTESTED ELECTION BY ELIMINATING ARTICLE VII WHICH RELATES TO THE TERM OF DIRECTORS AND THE TRANSITION FROM A CLASSIFIED BOARD OF DIRECTORS TO A DECLASSIFIED STRUCTURE

FOR

YES

FOR

3. THE AMENDMENT OF THE ARTICLES TO ELIMINATE THE BLANK CHECK AUTHORITY OF THE BOARD TO ISSUE PREFERRED STOCK

FOR

YES

FOR

4. THE AMENDMENT OF THE ARTICLES TO ESTABLISH A PAR VALUE FOR THE COMPANY’S COMMON STOCK OF $0.00001 PER SHARE

FOR

YES

FOR

5. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014

FOR

YES

FOR

6. A NON-BINDING ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

FOR

YES

FOR

7. THE APPROVAL OF THE APPLE INC. 2014 EMPLOYEE STOCK PLAN

FOR

YES

FOR

8. A SHAREHOLDER PROPOSAL BY JOHN HARRINGTON AND NORTHSTAR ASSET MANAGEMENT INC. ENTITLED BOARD COMMITTEE ON HUMAN RIGHTS TO AMEND THE COMPANY’S BYLAWS

AGAINST

YES

AGAINST

9. A SHAREHOLDER PROPOSAL BY THE NATIONAL CENTER FOR PUBLIC POLICY RESEARCH OF A NON-BINDING ADVISORY RESOLUTION ENTITLED REPORT ON COMPANY MEMBERSHIP AND INVOLVEMENT WITH CERTAIN TRADE ASSOCIATIONS AND BUSINESS ORGANIZATIONS

AGAINST

YES

AGAINST

10. A SHAREHOLDER PROPOSAL BY CARL ICAHN OF A NON-BINDING ADVISORY RESOLUTION THAT THE COMPANY COMMIT TO COMPLETING NOT LESS THAN $50 BILLION OF SHARE REPURCHASES DURING ITS 2014 FISCAL YEAR (AND INCREASE THE AUTHORIZATION UNDER ITS CAPITAL RETURN PROGRAM ACCORDINGLY)

AGAINST

YES

AGAINST

11. A SHAREHOLDER PROPOSAL BY JAMES MCRITCHIE OF A NON-BINDING ADVISORY RESOLUTION ENTITLED: PROXY ACCESS FOR SHAREHOLDERS

AGAINST

YES

AGAINST

RESEARCH FUND

94904P880

TDG

893641100

TRANSDIGM GROUP INCORPORATED

3/4/2014

ANNUAL

1. DIRECTORS RECOMMENDED: SEAN P. HENNESSY, DOUGLAS W. PEACOCK, AND JOHN STAER

FOR

YES

FOR

2. TO APPROVE (IN AN ADVISORY VOTE) COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

FOR

YES

FOR

3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2014

FOR

YES

FOR

4. TO VOTE TO AMEND THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS OF THE COMPANY

FOR

YES

FOR

RESEARCH FUND

94904P880

ADT

00101J106

THE ADT CORPORATION

3/13/2014

ANNUAL

1. ELECTION OF DIRECTORS: THOMAS COLLIGAN, RICHARD DALY, TIMOTHY DONAHUE, ROBERT DUTKOWSKY, BRUCE GORDON, NAREN GURSAHANEY, BRIDGETTE HELLER, AND KATHLEEN HYLE

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS ADT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014.

FOR

YES

FOR

3. TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF ADT’S NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

RESEARCH FUND

94904P880

DIS

254687106

THE WALT DISNEY COMPANY

3/18/2014

ANNUAL

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S REGISTERED PUBLIC ACCOUNTANTS FOR 2014.

FOR

YES

FOR

3. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

FOR

YES

FOR

4. TO APPROVE AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION.

FOR

YES

FOR

5. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO PROXY ACCESS.

AGAINST

YES

AGAINST

6. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO ACCELERATION OF EQUITY AWARDS.

AGAINST

YES

AGAINST

RESEARCH FUND

94904P880

HPQ

428236103

HEWLETT-PACKARD COMPANY

3/19/2014

ANNUAL

1. ELECTION OF DIRECTORS: M.L. ANDREESSEN, S. BANERJI, R.R. BENNETT, R.L. GUPTA, R.J. LANE, A.M. LIVERMORE, R.E. OZZIE, G.M. REINER, P.F. RUSSO, J.A. SKINNER, M.C. WHITMAN, AND R.V. WHITWORTH

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2014.

FOR

YES

FOR

3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

4. STOCKHOLDER PROPOSAL RELATED TO THE FORMATION OF A HUMAN RIGHTS COMMITTEE.

AGAINST

YES

AGAINST

RESEARCH FUND

94904P880

FLIR

302445101

FLIR SYSTEMS, INC.

4/25/2014

ANNUAL

1. ELECTION OF DIRECTORS: WILLIAM W. CROUCH, CATHERINE A. HALLIGAN, ANGUS L. MACDONALD, CATHY STAUFFER, AND ANDREW C. TEICH

FOR

YES

FOR

YES

FOR

3. TO APPROVE AN AMENDMENT TO THE COMPANY’S 2011 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES RESERVED UNDER THE 2011 PLAN BY 5,000,000 SHARES.

FOR

YES

FOR

4. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

RESEARCH FUND

94904P880

DTV

25490A309

DIRECTV

4/29/2014

ANNUAL

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DIRECTV FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. AN ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVES.

FOR

YES

FOR

4. SHAREHOLDER PROPOSAL TO ADOPT A POLICY THAT THERE WOULD BE NO ACCELERATED VESTING OF PERFORMANCE-BASED EQUITY AWARDS UPON A CHANGE IN CONTROL.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL TO REQUIRE SENIOR EXECUTIVES TO RETAIN 50% OF NET AFTER-TAX SHARES ACQUIRED THROUGH PAY PROGRAMS UNTIL REACHING NORMAL RETIREMENT AGE.

AGAINST

YES

AGAINST

RESEARCH FUND

94904P880

NCMI

635309107

NATIONAL CINEMEDIA, INC.

4/30/2014

ANNUAL

1. DIRECTORS RECOMMENDED: KURT C. HALL, LAWRENCE A. GOODMAN, AND SCOTT N. SCHNEIDER

FOR

YES

FOR

2. TO APPROVE ON AN ADVISORY BASIS, NATIONAL CINEMEDIA, INC.’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS NATIONAL CINEMEDIA, INC.’S INDEPENDENT AUDITORS FOR THE 2014 FISCAL YEAR ENDING JANUARY 1, 2015.

FOR

YES

FOR

RESEARCH FUND

94904P880

BRK/B

084670702

BERKSHIRE HATHAWAY, INC. (B)

5/3/2014

ANNUAL

FOR

YES

FOR

2. NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE 2014 PROXY STATEMENT.

FOR

YES

FOR

3 YEARS

YES

3 YEARS

4. SHAREHOLDER PROPOSAL REGARDING GREENHOUSE GAS AND OTHER AIR EMISSIONS.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL REGARDING DIVIDENDS.

AGAINST

YES

AGAINST

RESEARCH FUND

94904P880

AVP

054303102

AVON PRODUCTS, INC.

5/6/2014

ANNUAL

1. DIRECTORS RECOMMENDED: DOUGLAS R. CONANT, W. DON CORNWELL, V. ANN HAILEY, NANCY KILLEFER, MARIA ELENA LAGOMASINO, SARA MATHEW, SHERI MCCOY, CHARLES H. NOSKI, GARY M. RODKIN, AND PAULA STERN

FOR

YES

FOR

2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

FOR

YES

FOR

4. SHAREHOLDER PROPOSAL REGARDING PROHIBITION OF ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE OF CONTROL.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON SUBSTITUTING SAFER ALTERNATIVES IN PERSONAL CARE PRODUCTS.

AGAINST

YES

AGAINST

RESEARCH FUND

94904P880

BRO

115236101

BROWN & BROWN, INC.

5/7/2014

ANNUAL

FOR

YES

FOR

2. THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS BROWN & BROWN, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

RESEARCH FUND

94904P880

ESRX

30219G108

EXPRESS SCRIPTS HOLDING COMPANY

5/7/2014

ANNUAL

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2014.

FOR

YES

FOR

3. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.

FOR

YES

FOR

RESEARCH FUND

94904P880

ALSN

01973R101

ALLISON TRANSMISSION HOLDINGS, INC.

5/8/2014

ANNUAL

1. DIRECTORS RECOMMENDED: BRIAN A. BERNASEK, KOSTY GILIS, AND FRANCIS RABORN

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

RESEARCH FUND

94904P880

IILG

46113M108

INTERVAL LEISURE GROUP, INC.

5/12/2014

ANNUAL

1. DIRECTORS RECOMMENDED: CRAIG M. NASH, DAVID FLOWERS, VICTORIA L. FREED, GARY S. HOWARD, LEWIS J. KORMAN, THOMAS J. KUHN, THOMAS J. MCINERNEY, THOMAS P. MURPHY, JR., AND AVY H. STEIN

FOR

YES

FOR

2. TO APPROVE A NON-BINDING ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR INTERVAL LEISURE GROUP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

RESEARCH FUND

94904P880

GOOG

38259P508

GOOGLE, INC.

5/14/2014

ANNUAL

1. DIRECTORS RECOMMENDED: LARRY PAGE, SERGEY BRIN, ERIC E. SCHMIDT, L. JOHN DOERR, DIANE B. GREENE, JOHN L. HENNESSY, ANN MATHER, PAUL S. OTELLINI, K. RAM SHRIRAM, AND SHIRLEY M. TILGHMAN

FOR

YES

FOR

2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. THE APPROVAL OF 2013 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

4. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

5. A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

6. A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

7. A STOCKHOLDER PROPOSAL REGARDING TAX POLICY PRINCIPLES, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

8. A STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN OF THE BOARD POLICY, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

RESEARCH FUND

94904P880

APA

037411105

APACHE CORPORATION

5/15/2014

ANNUAL

1. ELECTION OF DIRECTORS: G. STEVEN FARRIS, A.D. FRAZIER, JR., AND AMY H. NELSON

FOR

YES

FOR

2. RATIFICATION OF ERNST & YOUNG LLP AS APACHE’S INDEPENDENT AUDITORS

FOR

YES

FOR

3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF APACHE’S NAMED EXECUTIVE OFFICERS

FOR

YES

FOR

4. APPROVAL OF AMENDMENT TO APACHE’S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE APACHE’S CLASSIFIED BOARD OF DIRECTORS

FOR

YES

FOR

RESEARCH FUND

94904P880

VRX

91911K102

VALEANT PHARMACEUTICALS INTERNATIONAL, INC

5/20/2014

ANNUAL

FOR

YES

FOR

YES

FOR

YES

FOR

4. TO APPROVE THE 2014 OMNIBUS INCENTIVE PLAN AND RATIFY AND APPROVE THE GRANTS OF 320,033 SHARE UNITS AND 180,000 OPTIONS WHICH WERE MADE SUBJECT TO THE SHAREHOLDER APPROVAL OF THE 2014 PLAN.

FOR

YES

FOR

RESEARCH FUND

94904P880

XOXO

983772104

XO GROUP INC.

5/28/2014

ANNUAL

1. DIRECTORS RECOMMENDED: DAVID LIU AND ELIZABETH SCHIMEL

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2009 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES.

FOR

YES

FOR

4. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

FOR

YES

FOR

RESEARCH FUND

94904P880

INT

981475106

WORLD FUEL SERVICES CORPORATION

5/29/2014

ANNUAL

1. DIRECTORS RECOMMENDED: MICHAEL J. KASBAR, PAUL H. STEBBINS, KEN BAKSHI, RICHARD A. KASSAR, MYLES KLEIN, JOHN L. MANLEY, J. THOMAS PRESBY, AND STEPHEN K. RODDENBERRY

FOR

YES

FOR

2. APPROVAL OF THE NON-BINDING, ADVISORY RESOLUTION REGARDING EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED CERTIFIED ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR.

FOR

YES

FOR

4. REAPPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE MEASURES UNDER THE WORLD FUEL SERVICES CORPORATION 2006 OMNIBUS PLAN (AS AMENDED AND RESTATED).

FOR

YES

FOR

RESEARCH FUND

94904P880

FCN

302941109

FTI CONSULTING, INC

6/4/2014

ANNUAL

1. DIRECTORS RECOMMENDED: BRENDA J. BACON, CLAUDIO COSTAMAGNA, JAMES W. CROWNOVER, VERNON ELLIS, NICHOLAS C. FANANDAKIS, STEVEN H. GUNBY, GERARD E. HOLTHAUS AND MARC HOLTZMAN

FOR

YES

FOR

2. RATIFY THE RETENTION OF KPMG LLP AS FTI CONSULTING, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THE PROXY STATEMENT FOR THE 2014 ANNUAL MEETING OF STOCKHOLDERS.

FOR

YES

FOR

RESEARCH FUND

94904P880

TGT

86712E106

TARGET CORPORATION

6/11/2014

ANNUAL

FOR

YES

FOR

2. COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

FOR

YES

FOR

3. COMPANY PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, OUR EXECUTIVE COMPENSATION (SAY-ON-PAY”).

FOR

YES

FOR

4. SHAREHOLDER PROPOSAL TO ELIMINATE PERQUISITES.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL TO ADOPT A POLICY FOR AN INDEPENDENT CHAIRMAN.

AGAINST

YES

AGAINST

6. SHAREHOLDER PROPOSAL TO ADOPT A POLICY PROHIBITING DISCRIMINATION AGAINST OR “FOR” PERSONS.

AGAINST

YES

AGAINST

RESEARCH FUND

94904P880

OUTR

690070107

OUTERWALL INC.

6/12/2014

ANNUAL

1. ELECTION OF DIRECTORS: DAVID M. ESKENAZY AND ROBERT D. SZNEWAJS

FOR

YES

FOR

2. ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUTERWALL’S NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

3. RATIFICATION OF APPOINTMENT OF KPMG LLP AS OUTERWALL’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

FOR

YES

FOR

RESEARCH FUND

94904P880

ACIW

004498101

ACI WORLDWIDE, INC.

6/18/2014

ANNUAL

1. DIRECTORS RECOMMENDED: JOHN D. CURTIS, PHILIP G. HEASLEY, JAMES C. MCGRODDY, DAVID A. POE, HARLAN F. SEYMOUR, JOHN M. SHAY, JR., JOHN E. STOKELY, AND JAN H. SUWINSKI

FOR

YES

FOR

2. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. APPROVE THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

4. APPROVE THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF COMMON SHARES AUTHORIZED FOR ISSUANCE THEREUNDER.

FOR

YES

FOR

SHORT-INTERMEDIATE INCOME FUND

94904P864

RWT

758075402

REDWOOD TRUST, INC.

5/20/2014

ANNUAL

1. ELECTION OF DIRECTORS: RICHARD D. BAUM, MARIANN BYERWALTER, DOUGLAS B. HANSEN, MARTIN S. HUGHES, GREG H. KUBICEK, JEFFREY T. PERO, AND CHARLES J. TOENISKOETTER

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

3. NON-BINDING ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.

FOR

YES

FOR

4. APPROVE THE ADOPTION OF THE COMPANY’S 2014 INCENTIVE PLAN.

FOR

YES

FOR

VALUE FUND

94904P203

DEO

25243Q205

DIAGEO PLC

9/19/2013

ANNUAL

1. REPORT AND ACCOUNTS 2013.

FOR

YES

FOR

2. DIRECTORS’ REMUNERATION REPORT 2013.

FOR

YES

FOR

3. DECLARATION OF FINAL DIVIDEND.

FOR

YES

FOR

4. RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE)

FOR

YES

FOR

5. RE-ELECTION OF LM DANON AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE)

FOR

YES

FOR

6. RE-ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION(CHAIRMAN OF THE COMMITTEE))

FOR

YES

FOR

7. RE-ELECTION OF HO KWONPING AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE)

FOR

YES

FOR

8. RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE)

FOR

YES

FOR

9. RE-ELECTION OF DR FB HUMER AS A DIRECTOR. (NOMINATION COMMITTEE(CHAIRMAN OF THE COMMITTEE))

FOR

YES

FOR

10. RE-ELECTION OF D MAHLAN AS A DIRECTOR. (EXECUTIVE COMMITTEE)

FOR

YES

FOR

11. RE-ELECTION OF IM MENEZES AS A DIRECTOR. (EXECUTIVE COMMITTEE(CHAIRMAN OF THE COMMITTEE))

FOR

YES

FOR

12. RE-ELECTION OF PG SCOTT AS A DIRECTOR. (AUDIT(CHAIRMAN OF THE COMMITTEE), NOMINATION, REMUNERATION COMMITTEE)

FOR

YES

FOR

13. APPOINTMENT OF AUDITOR.

FOR

YES

FOR

14. REMUNERATION OF AUDITOR.

FOR

YES

FOR

15. AUTHORITY TO ALLOT SHARES.

FOR

YES

FOR

16. DISAPPLICATION OF PRE-EMPTION RIGHTS.

FOR

YES

FOR

17. AUTHORITY TO PURCHASE OWN ORDINARY SHARES.

FOR

YES

FOR

18. AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR POLITICAL EXPENDITURE IN THE EU.

FOR

YES

FOR

19. REDUCED NOTICE OF A GENERAL MEETING OTHER THAN AN ANNUAL GENERAL MEETING.

FOR

YES

FOR

VALUE FUND

94904P203

MSFT

594918104

MICROSOFT CORPORATION

11/19/2013

ANNUAL

1. ELECTION OF DIRECTOR: STEVEN A. BALLMER

FOR

YES

FOR

2. ELECTION OF DIRECTOR: DINA DUBLON

FOR

YES

FOR

3. ELECTION OF DIRECTOR: WILLIAM H. GATES III

FOR

YES

FOR

4. ELECTION OF DIRECTOR: MARIA M. KLAWE

FOR

YES

FOR

5. ELECTION OF DIRECTOR: STEPHEN J. LUCZO

FOR

YES

FOR

6. ELECTION OF DIRECTOR: DAVID F. MARQUARDT

FOR

YES

FOR

7. ELECTION OF DIRECTOR: CHARLES H. NOSKI

FOR

YES

FOR

8. ELECTION OF DIRECTOR: HELMUT PANKE

FOR

YES

FOR

9. ELECTION OF DIRECTOR: JOHN W. THOMPSON

FOR

YES

FOR

10. APPROVE MATERIAL TERMS OF THE PERFORMANCE CRITERIA UNDER THE EXECUTIVE OFFICER INCENTIVE PLAN

FOR

YES

FOR

11. ADVISORY VOTE ON EXECUTIVE COMPENSATION

FOR

YES

FOR

12. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2014

FOR

YES

FOR

VALUE FUND

94904P203

ACN

G1151C101

ACCENTURE PLC

1/30/2014

ANNUAL

1. TO ACCEPT, IN A NON-BINDING VOTE, THE COMPANY’S IRISH FINANCIAL STATEMENTS FOR THE TWELVE-MONTH PERIOD ENDED AUGUST 31, 2013, AS PRESENTED.

FOR

YES

FOR

YES

FOR

YES

FOR

4. TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

5. TO GRANT THE BOARD THE AUTHORITY TO ISSUE SHARES UNDER IRISH LAW.

FOR

YES

FOR

6. TO GRANT THE BOARD THE AUTHORITY TO OPT-OUT OF STATUTORY PRE-EMPTION RIGHTS UNDER IRISH LAW.

FOR

YES

FOR

7. TO APPROVE A CAPITAL REDUCTION AND CREATION OF DISTRIBUTABLE RESERVES UNDER IRISH LAW.

FOR

YES

FOR

8. TO AUTHORIZE HOLDING THE 2015 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF ACCENTURE PLC AT A LOCATION OUTSIDE OF IRELAND AS REQUIRED UNDER IRISH LAW.

FOR

YES

FOR

9. TO AUTHORIZE ACCENTURE TO MAKE OPEN-MARKET PURCHASES OF ACCENTURE PLC CLASS A ORDINARY SHARES UNDER IRISH LAW.

FOR

YES

FOR

10. TO DETERMINE THE PRICE RANGE AT WHICH ACCENTURE PLC CAN RE-ISSUE SHARES THAT IT ACQUIRES AS TREASURY STOCK UNDER IRISH LAW.

FOR

YES

FOR

VALUE FUND

94904P203

ENDP

29264F205

ENDO HEALTH SOLUTIONS, INC.

2/26/2014

SPECIAL

1. TO APPROVE AND ADOPT THE ARRANGEMENT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY (INCLUDING THE MERGER).

FOR

YES

FOR

2. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, CERTAIN COMPENSATORY ARRANGEMENTS BETWEEN ENDO AND ITS NAMED EXECUTIVE OFFICERS RELATING TO THE MERGER CONTEMPLATED BY THE ARRANGEMENT AGREEMENT.

FOR

YES

FOR

YES

FOR

YES

FOR

VALUE FUND

94904P203

TDG

893641100

TRANSDIGM GROUP INCORPORATED

3/4/2014

ANNUAL

1. DIRECTORS RECOMMENDED: SEAN P. HENNESSY, DOUGLAS W. PEACOCK, AND JOHN STAER

FOR

YES

FOR

2. TO APPROVE (IN AN ADVISORY VOTE) COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

FOR

YES

FOR

3. TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2014

FOR

YES

FOR

4. TO VOTE TO AMEND THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE CLASSIFICATION OF THE BOARD OF DIRECTORS OF THE COMPANY

FOR

YES

FOR

VALUE FUND

94904P203

DIS

254687106

THE WALT DISNEY COMPANY

3/18/2014

ANNUAL

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S REGISTERED PUBLIC ACCOUNTANTS FOR 2014.

FOR

YES

FOR

3. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION.

FOR

YES

FOR

4. TO APPROVE AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION.

FOR

YES

FOR

5. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO PROXY ACCESS.

AGAINST

YES

AGAINST

6. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO ACCELERATION OF EQUITY AWARDS.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

HPQ

428236103

HEWLETT-PACKARD COMPANY

3/19/2014

ANNUAL

1. ELECTION OF DIRECTOR: M.L. ANDREESSEN, S. BANERJI, R.R. BENNETT, R.L. GUPTA, R.J. LANE, A.M. LIVERMORE, R.E. OZZIE, G.M. REINER, P.F. RUSSO, J.A. SKINNER, M.C. WHITMAN, AND R.V. WHITWORTH

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2014.

FOR

YES

FOR

3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

4. STOCKHOLDER PROPOSAL RELATED TO THE FORMATION OF A HUMAN RIGHTS COMMITTEE.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

TXN

882508104

TEXAS INSTRUMENTS INCORPORATED

4/17/2014

ANNUAL

1. ELECTION OF DIRECTORS: R.W. BABB, JR., M.A. BLINN, D.A. CARP, C.S. COX, R. KIRK, P.H. PATSLEY, R.E. SANCHEZ, W.R. SANDERS, R.J. SIMMONS, R.K. TEMPLETON, AND C.T. WHITMAN

FOR

YES

FOR

2. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

4. BOARD PROPOSAL TO APPROVE THE TI EMPLOYEES 2014 STOCK PURCHASE PLAN.

FOR

YES

FOR

5. BOARD PROPOSAL TO REAPPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE TEXAS INSTRUMENTS 2009 LONG-TERM INCENTIVE PLAN.

FOR

YES

FOR

VALUE FUND

94904P203

74005P104

PRAXAIR, INC.

4/22/2014

ANNUAL

1. DIRECTORS RECOMMENDED: STEPHEN F. ANGEL, OSCAR BERNARDES, NANCE K. DICCIANI, EDWARD G. GALANTE, CLAIRE W. GARGALLI, IRA D. HALL, RAYMOND W. LEBOEUF, LARRY D. MCVAY, DENISE L. RAMOS, WAYNE T. SMITH, AND ROBERT L. WOOD

FOR

YES

FOR

2. TO APPROVE, ON AN ADVISORY AND NON-BINDING BASIS, THE COMPENSATION OF PRAXAIR’S NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

3. TO APPROVE THE AMENDED AND RESTATED 2009 PRAXAIR, INC. LONG TERM INCENTIVE PLAN.

FOR

YES

FOR

4. TO RATIFY THE APPOINTMENT OF THE INDEPENDENT AUDITOR.

FOR

YES

FOR

VALUE FUND

94904P203

DTV

25490A309

DIRECTV

4/29/2014

ANNUAL

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR DIRECTV FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. AN ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVES.

FOR

YES

FOR

4. SHAREHOLDER PROPOSAL TO ADOPT A POLICY THAT THERE WOULD BE NO ACCELERATED VESTING OF PERFORMANCE-BASED EQUITY AWARDS UPON A CHANGE IN CONTROL.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL TO REQUIRE SENIOR EXECUTIVES TO RETAIN 50% OF NET AFTER-TAX SHARES ACQUIRED THROUGH PAY PROGRAMS UNTIL REACHING NORMAL RETIREMENT AGE.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

WFC

949746101

WELLS FARGO & COMPANY

4/29/2014

ANNUAL

FOR

YES

FOR

2. VOTE ON AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

4. ADOPT A POLICY TO REQUIRE AN INDEPENDENT CHAIRMAN.

AGAINST

YES

AGAINST

5. REVIEW AND REPORT ON INTERNAL CONTROLS OVER THE COMPANY’S MORTGAGE SERVICING AND FORECLOSURE PRACTICES.

AGAINST

YES

FOR

VALUE FUND

94904P203

BRK/B

084670702

BERKSHIRE HATHAWAY, INC. (B)

5/3/2014

ANNUAL

FOR

YES

FOR

2. NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE 2014 PROXY STATEMENT.

FOR

YES

FOR

3 YEARS

YES

3 YEARS

4. SHAREHOLDER PROPOSAL REGARDING GREENHOUSE GAS AND OTHER AIR EMISSIONS.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL REGARDING DIVIDENDS.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

ESRX

30219G108

EXPRESS SCRIPTS HOLDING COMPANY

5/7/2014

ANNUAL

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2014.

FOR

YES

FOR

3. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.

FOR

YES

FOR

VALUE FUND

94904P203

UPS

911312106

UNITED PARCEL SERVICE, INC.

5/8/2014

ANNUAL

FOR

YES

FOR

2. TO APPROVE, ON AN ADVISORY BASIS, EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS UPS’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

4. SHAREOWNER PROPOSAL ON LOBBYING DISCLOSURE.

AGAINST

YES

AGAINST

5. SHAREOWNER PROPOSAL TO REDUCE THE VOTING POWER OF CLASS A STOCK FROM 10 VOTES PER SHARE TO ONE VOTE PER SHARE.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

EBAY

278642103

EBAY, INC.

5/13/2014

ANNUAL

1. DIRECTORS RECOMMENDED: FRED D. ANDERSON, EDWARD W. BARNHOLT, SCOTT D. COOK, AND JOHN J. DONAHOE

FOR

YES

FOR

2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

3. TO APPROVE THE AMENDMENT AND RESTATEMENT OF OUR 2008 EQUITY INCENTIVE AWARD PLAN.

FOR

YES

FOR

4. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

5. TO CONSIDER A STOCKHOLDER PROPOSAL SUBMITTED BY JOHN CHEVEDDEN REGARDING STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING, IF PROPERLY PRESENTED BEFORE THE MEETING.

AGAINST

YES

AGAINST

6. TO CONSIDER A STOCKHOLDER PROPOSAL SUBMITTED BY THE ICAHN GROUP RECOMMENDING THAT WE ENGAGE AN INVESTMENT BANKING FIRM TO EFFECTUATE A SPIN-OFF OF OUR PAYMENTS SEGMENT (REFERRED TO AS PAYPAL) INTO A SEPARATELY TRADED COMPANY, IF PROPERLY PRESENTED BEFORE THE MEETING.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

50540R409

LABORATORY CORPORATION OF AMERICA HOLDINGS

5/14/2014

ANNUAL

FOR

YES

FOR

2. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS LABORATORY CORPORATION OF AMERICA HOLDINGS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.

FOR

YES

FOR

VALUE FUND

94904P203

GOOG

38259P508

GOOGLE, INC.

5/14/2014

ANNUAL

1. DIRECTORS RECOMMENDED: LARRY PAGE, SERGEY BRIN, ERIC E. SCHMIDT, L. JOHN DOERR, DIANE B. GREENE, JOHN L. HENNESSY, ANN MATHER, PAUL S. OTELLINI, K. RAM SHRIRAM, AND SHIRLEY M. TILGHMAN

FOR

YES

FOR

2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

3. THE APPROVAL OF 2013 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

4. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

5. A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

6. A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

7. A STOCKHOLDER PROPOSAL REGARDING TAX POLICY PRINCIPLES, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

8. A STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN OF THE BOARD POLICY, IF PROPERLY PRESENTED AT THE MEETING.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

APA

037411105

APACHE CORPORATION

5/15/2014

ANNUAL

1. ELECTION OF DIRECTORS: G. STEVEN FARRIS, A.D. FRAZIER, JR., AND AMY H. NELSON

FOR

YES

FOR

2. RATIFICATION OF ERNST & YOUNG LLP AS APACHE’S INDEPENDENT AUDITORS

FOR

YES

FOR

3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF APACHE’S NAMED EXECUTIVE OFFICERS

FOR

YES

FOR

4. APPROVAL OF AMENDMENT TO APACHE’S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE APACHE’S CLASSIFIED BOARD OF DIRECTORS

FOR

YES

FOR

VALUE FUND

94904P203

RRC

75281A109

RANGE RESOURCES CORPORATION

5/20/2014

ANNUAL

1. ELECTION OF DIRECTORS: ANTHONY V. DUB, V. RICHARD EALES, ALLEN FINKELSON, JAMES M. FUNK, JONATHAN S. LINKER, MARY RALPH LOWE, KEVIN S. MCCARTHY, KEVIN S. MCCARTHY, AND JEFFREY L. VENTURA

FOR

YES

FOR

2. A PROPOSAL TO APPROVE THE COMPENSATION PHILOSOPHY, POLICIES AND PROCEDURES DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS.

FOR

YES

FOR

3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS OF AND FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014.

FOR

YES

FOR

4. STOCKHOLDER PROPOSAL - A PROPOSAL REQUESTING A REPORT REGARDING FUGITIVE METHANE EMISSIONS.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

VRX

91911K102

VALEANT PHARMACEUTICALS INTERNATIONAL, INC

5/20/2014

ANNUAL

FOR

YES

FOR

YES

FOR

YES

FOR

4. TO APPROVE THE 2014 OMNIBUS INCENTIVE PLAN AND RATIFY AND APPROVE THE GRANTS OF 320,033 SHARE UNITS AND 180,000 OPTIONS WHICH WERE MADE SUBJECT TO THE SHAREHOLDER APPROVAL OF THE 2014 PLAN.

FOR

YES

FOR

VALUE FUND

94904P203

OMC

681919106

OMNICOM GROUP INC.

5/20/2014

ANNUAL

1A. ELECTION OF DIRECTOR: JOHN D. WREN

FOR

YES

AGAINST

1B. ELECTION OF DIRECTOR: BRUCE CRAWFORD

FOR

YES

FOR

1C. ELECTION OF DIRECTOR: ALAN R. BATKIN

FOR

YES

AGAINST

1D. ELECTION OF DIRECTOR: MARY C. CHOKSI

FOR

YES

FOR

1E. ELECTION OF DIRECTOR: ROBERT CHARLES CLARK

FOR

YES

FOR

1F. ELECTION OF DIRECTOR: LEONARD S. COLEMAN, JR.

FOR

YES

AGAINST

1G. ELECTION OF DIRECTOR: ERROL M. COOK

FOR

YES

FOR

1H. ELECTION OF DIRECTOR: SUSAN S. DENISON

FOR

YES

AGAINST

1I. ELECTION OF DIRECTOR: MICHAEL A. HENNING

FOR

YES

AGAINST

1J. ELECTION OF DIRECTOR: JOHN R. MURPHY

FOR

YES

FOR

1K. ELECTION OF DIRECTOR: JOHN R. PURCELL

FOR

YES

FOR

1L. ELECTION OF DIRECTOR: LINDA JOHNSON RICE

FOR

YES

AGAINST

1M. ELECTION OF DIRECTOR: GARY L. ROUBOS

FOR

YES

AGAINST

2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE 2014 FISCAL YEAR.

FOR

YES

FOR

3. ADVISORY VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

VALUE FUND

94904P203

MLM

573284106

MARTIN MARIETTA MATERIALS, INC.

5/22/2014

ANNUAL

1. ELECTION OF DIRECTORS: SUE W. COLE, MICHAEL J. QUILLEN, AND STEPHEN P. ZELNAK, JR.

FOR

YES

FOR

2. RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.

FOR

YES

FOR

3. APPROVAL, BY A NON-BINDING ADVISORY VOTE, OF THE COMPENSATION OF MARTIN MARIETTA MATERIALS, INC.’S NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

VALUE FUND

94904P203

FIS

31620M106

FIDELITY NATIONAL INFORMATION SERVICES, INC.

5/28/2014

ANNUAL

1. ELECTION OF DIRECTORS: DAVID K. HUNT, RICHARD N. MASSEYM, LESLIE M. MUMA, AND JAMES B. STALLINGS, JR.

FOR

YES

FOR

2. ADVISORY VOTE ON FIDELITY NATIONAL INFORMATION SERVICES, INC. EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. TO APPROVE THE ELIMINATION OF THE SUPERMAJORITY VOTING REQUIREMENT IN ARTICLE IV OF THE CORPORATION’S ARTICLES OF INCORPORATION.

FOR

YES

FOR

4. TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR.

FOR

YES

FOR

VALUE FUND

94904P203

PXD

723787107

PIONEER NATURAL RESOURCES COMPANY

5/28/2014

ANNUAL

1. ELECTION OF DIRECTORS: TIMOTHY L. DOVE, STACY P. METHVIN, CHARLES E. RAMSEY, JR., FRANK A. RISCH, EDISON C. BUCHANAN, LARRY R. GRILLOT, J. KENNETH THOMPSON, AND JIM A. WATSON

FOR

YES

FOR

2. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR

YES

FOR

3. ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION

FOR

YES

FOR

4. REAPPROVAL OF THE SECTION 162(M) MATERIAL TERMS UNDER THE 2006 LONG-TERM INCENTIVE PLAN

FOR

YES

FOR

VALUE FUND

94904P203

ENDP

G30401106

ENDO INTERNATIONAL PLC

6/10/2014

ANNUAL

1. ELECTION OF DIRECTORS: ROGER H. KIMMEL, RAJIV DE SILVA, JOHN J. DELUCCA, ARTHUR J. HIGGINS, NANCY J. HUTSON, PH.D., MICHAEL HYATT, WILLIAM P. MONTAGUE, JILL D. SMITH, AND WILLIAM F. SPENGLER

FOR

YES

FOR

YES

FOR

3. TO APPROVE, BY ADVISORY VOTE, NAMED EXECUTIVE OFFICER COMPENSATION.

FOR

YES

FOR

4. TO APPROVE THE AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN.

FOR

YES

FOR

VALUE FUND

94904P203

TGT

86712E106

TARGET CORPORATION

6/11/2014

ANNUAL

FOR

YES

FOR

2. COMPANY PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

FOR

YES

FOR

3. COMPANY PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, OUR EXECUTIVE COMPENSATION (SAY-ON-PAY”).

FOR

YES

FOR

4. SHAREHOLDER PROPOSAL TO ELIMINATE PERQUISITES.

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL TO ADOPT A POLICY FOR AN INDEPENDENT CHAIRMAN.

AGAINST

YES

AGAINST

6. SHAREHOLDER PROPOSAL TO ADOPT A POLICY PROHIBITING DISCRIMINATION AGAINST OR “FOR” PERSONS.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

AON

G0408V102

AON CORPORATION

6/24/2014

ANNUAL

FOR

YES

FOR

2. RECEIPT OF AON’S ANNUAL REPORT AND ACCOUNTS, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS FOR THE YEAR ENDED DECEMBER 31, 2013.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS AON’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

FOR

YES

FOR

4. RE-APPOINTMENT OF ERNST & YOUNG LLP AS AON’S U.K. STATUTORY AUDITOR UNDER THE COMPANIES ACT 2006.

FOR

YES

FOR

5. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE THE REMUNERATION OF ERNST & YOUNG LLP.

FOR

YES

FOR

6. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

7. APPROVAL OF DIRECTORS’ REMUNERATION POLICY.

FOR

YES

FOR

8. ADVISORY VOTE TO APPROVE THE DIRECTORS’ REMUNERATION REPORT (OTHER THAN THE DIRECTORS’ REMUNERATION POLICY).

FOR

YES

FOR

9. APPROVAL OF THE AON PLC 2011 INCENTIVE COMPENSATION PLAN.

FOR

YES

FOR

10. APPROVAL OF FORMS OF SHARE REPURCHASE CONTRACT AND REPURCHASE COUNTERPARTIES.

FOR

YES

FOR

VALUE FUND

94904P203

MLM

573284106

MARTIN MARIETTA MATERIALS, INC.

6/30/2014

SPECIAL

FOR

YES

FOR

YES

FOR

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)		The Weitz Funds

By (Signature and Title)*			/s/ Wallace R. Weitz
			Wallace R. Weitz, President
Date	August 13, 2014

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

Weitz Funds N-PXAnnual report of proxy voting record