Ultimus Managers Trust N-PX Annual report of proxy voting record

OMB APPROVAL

OMB Number: 3235-0582

Expires: January 31, 2015

Estimated average burden hours per response 7.2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT

INVESTMENT COMPANY

Investment Company Act file number 811-22680

Ultimus Managers Trust

(Exact name of registrant as specified in charter)

225 Pictoria Drive, Suite 450	Cincinnati, Ohio	45246
	(Address of principal executive offices)	(Zip code)

Frank L. Newbauer, Esq.

Ultimus Fund Solutions, LLC             225 Pictoria Drive, Suite 450                     Cincinnati Ohio 45246

(Name and address of agent for service)

Registrant's telephone number, including area code:    (513) 587-3400

Date of fiscal year end:              May 31 & November 30                      

Date of reporting period:           July 1, 2013 - June 30, 2014                 

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.

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;

(c) The Council on Uniform Securities Identification Procedures ("CUSIP") number for 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.

SIGNATURES

[See General Instruction F]

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)           Ultimus Managers Trust          

By (Signature and Title)*		/s/ David R. Carson
		David R. Carson, President
Date	August 29, 2014

By (Signature and Title)*		/s/ Nitin N. Kumbhani
		Nitin N. Kumbhani, Principal Executive Officer (APEXcm Small/Mid Cap Growth Fund)
Date	August 25, 2014
By (Signature and Title)*		/s/ William S. Sloneker
		William S. Sloneker, Principal Executive Officer (Cincinnati Asset Management Funds: Broad Market Strategic Income Fund)
Date	August 25, 2014
By (Signature and Title)*		/s/ Andrew G. Dassori
		Andrew G. Dassori, Principal Executive Officer
		(Wavelength Interest Rate Neutral Fund)
Date	August 25, 2014

By (Signature and Title)*		/s/ Andrew B. Wellington
		Andrew B. Wellington, Principal Executive Officer (Lyrical U.S. Value Equity Fund )
Date	August 25, 2014
By (Signature and Title)*		/s/ Nicholas Chermayeff
		Nicholas Chermayeff, Principal Executive Officer
		(Barrow All-Cap Core Fund and Barrow All-Cap Long/Short Fund)
Date	August 27, 2014
By (Signature and Title)*		/s/ Jerry A. Verseput
		Jerry A. Verseput, Principal Executive Officer
		(VFM Steadfast Fund)
Date	August 25, 2014

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

EXHIBIT A

INVESTMENT COMPANY REPORT

Ultimus Managers Trust

LYRICAL U.S. VALUE EQUITY FUND

(LYRIX) (LYRBX)

Proxy Voting Record

July 1, 2013 - June 30, 2014

Issuer Name	Ticker Symbol	CUSIP	Shareholder Meeting Date	Brief Identification of the Matter Voted On	Proposed by Issuer or Security Holder?	Did the Fund Vote?	How did the Fund Cast its Vote? For, Against, Abstain	Did the Fund vote For or Against Management?
AerCap Holdings	AER	N00985106	2/13/2014	Approval pursuant to dutch civil code	Issuer	Yes	FOR	FOR
				Conditional Appointment of Robert Benmosche	Issuer	Yes	FOR	FOR
				Appointment of David Herzog	Issuer	Yes	FOR	FOR
				ReAppointment of Robert Warden	Issuer	Yes	FOR	FOR
				ReAppointment of Richard Gradon	Issuer	Yes	FOR	FOR
				ReAppointment of Paul Dacier	Issuer	Yes	FOR	FOR
				ReAppointment of CEO, Aengus Kelly	Issuer	Yes	FOR	FOR
				Approval new equity incentive plan	Issuer	Yes	FOR	FOR
				Amendment to Company's Article of Association	Issuer	Yes	FOR	FOR
				Designation of Company's Directors	Issuer	Yes	FOR	FOR
Johnson Controls, Inc.	JCI	478366602	1/29/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Appointment of PricewaterhouseCoopers LLP	Issuer	Yes	FOR	FOR
				Advisory basis named executive officer compensation	Issuer	Yes	FOR	FOR
TE Connectivity Ltd.	TEL	H8912P106	3/4/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Thomas Lynch as Chairman of the Board of Directors	Issuer	Yes	FOR	FOR
				Elect members of Management Development & Compensation Committee	Issuer	Yes	FOR	FOR
				Elect Dr. Jvo Grundler	Issuer	Yes	FOR	FOR
				Approve 2013 annual report	Issuer	Yes	FOR	FOR
				Approve financial statements	Issuer	Yes	FOR	FOR
				Approve consolidated financial statements	Issuer	Yes	FOR	FOR
				Release Board of Directors and officers of activities	Issuer	Yes	FOR	FOR
				Elect Deloitte & Touche LLP	Issuer	Yes	FOR	FOR
				Elect Deloitte AG, Zurich	Issuer	Yes	FOR	FOR
				Approve executive compensation	Issuer	Yes	FOR	FOR
				Approve earnings for 2013	Issuer	Yes	FOR	FOR
				Approve divident payment to shareholders	Issuer	Yes	FOR	FOR
				Approve authorization to share repurchase program	Issuer	Yes	FOR	FOR
				Approve reduction of share capital	Issuer	Yes	FOR	FOR
AECOM Technology Corp.	ACM	00766T100	3/6/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Ratify Ernst & Young LLP	Issuer	Yes	FOR	FOR
				Approve executive compensation	Issuer	Yes	FOR	FOR
				Declassify Board of Directors	Issuer	Yes	FOR	FOR
Avago Technologies Limited	AVGO	Y0486S104	4/9/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Appointment of PricewaterhouseCoopers LLP	Issuer	Yes	FOR	FOR
				Cash comp for Avago non-employee	Issuer	Yes	FOR	FOR
				Approve compensation of executive officers	Issuer	Yes	FOR	FOR
				Approve authorization for the Directors to allot and issue shares	Issuer	Yes	FOR	FOR
				Approve share purchase manadate	Issuer	Yes	FOR	FOR
				Approve adoption of limited executive cash and equity incentive award plan	Issuer	Yes	FOR	FOR
				Approve severance benefit agreement	Issuer	Yes	FOR	FOR
Celanese Corp.	CE	150870103	4/24/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Approve executive compensation	Issuer	Yes	FOR	FOR
				Selection of KPMG	Issuer	Yes	FOR	FOR
Lexmark International Inc.	LXK	529771107	4/24/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Appointment of PricewaterhouseCoopers LLP	Issuer	Yes	FOR	FOR
				Approval of executive compensation	Issuer	Yes	FOR	FOR
DIRECTV	DTV	25490A309	4/29/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Appointment of Deloitte & Touche LLP	Issuer	Yes	FOR	FOR
				Approve compensation of executive officers	Issuer	Yes	FOR	FOR
				Adopt a policy that there would be no accelerated vesting of performance-based equity awards upon a change in control	Security Holder	Yes	Against	FOR
				Require senior executives to retain 50% of net after-tax shares acquired through pay programs until reaching normal retirement age	Security Holder	Yes	Against	FOR
Ameriprise Financial Inc.	AMP	03076C106	4/30/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Approve compensation of executive officers	Issuer	Yes	FOR	FOR
				Approve the Company's Certificate of Incorporation to eliminate supermajority voting	Issuer	Yes	FOR	FOR
				Approve incentive compensation plan	Issuer	Yes	FOR	FOR
				Ratify PricewaterhouseCoopers LLP	Issuer	Yes	FOR	FOR
				Proposal relating to political contributions and expenditures	Security Holder	Yes	Against	FOR
AerCap Holdings	AER	N00985106	4/30/2014	Adoption of accnual accounts	Issuer	Yes	FOR	FOR
				Release of liability of the Directors with respect to their management during the 2013 financial year	Issuer	Yes	FOR	FOR
				Designation of Mr. Keith A. Helming as the designated person in Article 16, paragraph 8 of the Articles of Association	Issuer	Yes	FOR	FOR
				Appointment of PricewaterhouseCoopers LLP	Issuer	Yes	FOR	FOR
				Authorization of Board of Directors to repurchase ordinary shares	Issuer	Yes	FOR	FOR
				Conditional authorization of Board of Directors to repurchase ordinary shares	Issuer	Yes	FOR	FOR
				Reduction of capital through cancellation of the Company's ordinary shares which may be acquired pursuant to the authorizations to repurchase shares	Issuer	Yes	FOR	FOR
				Amendment to the Articles of Association.	Issuer	Yes	FOR	FOR
				Designation of each of the Company's Directors and each (candidate) civil law notary and lawyer at NautaDutilh N.V. to implement the amendment to the Articles of Association	Issuer	Yes	FOR	FOR
AFLAC Inc.	AFL	001055102	5/5/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Consider non binding agreement that shareholders approve compensation for executives	Issuer	Yes	FOR	FOR
				Appoint KPMG LLP	Issuer	Yes	FOR	FOR
Eaton Corp.	ETN	G29183103	4/23/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Appointment of Ernst & Young LLP	Issuer	Yes	FOR	FOR
				Approval of executive compensation	Issuer	Yes	FOR	FOR
				Authorizing market purchases of company shares	Issuer	Yes	FOR	FOR
Goodyear Tire & Rubber Co.	GT	382550101	4/14/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Approve executive compensation	Issuer	Yes	FOR	FOR
				Appointment of PricewaterhouseCoopers LLP	Issuer	Yes	FOR	FOR
				Proposal for independent Chairman of the Board	Security Holder	Yes	Against	FOR
Assurant Inc.	AIZ	04621X108	5/8/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Appointment of PricewaterhouseCoopers LLP	Issuer	Yes	FOR	FOR
				Approval of compensation for named executives	Issuer	Yes	FOR	FOR
TRW Automotive Holdings Corp.	TRW	87264S106	5/13/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Ratification of Ernst & Young LLP	Issuer	Yes	FOR	FOR
				Approve compensation of executive officers	Issuer	Yes	FOR	FOR
CVS Caremark Corp.	CVS	126650100	5/8/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Ratify independent accounting firm	Issuer	Yes	FOR	FOR
				Approve compensation of executive officers	Issuer	Yes	FOR	FOR
NASDAQ OMX Group, Inc.	NDAQ	631103108	5/7/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Appoint Ernst & Young LLP	Issuer	Yes	FOR	FOR
				Approve compensation of executive officers	Issuer	Yes	FOR	FOR
				Approve incentive compensation plan	Issuer	Yes	FOR	FOR
				Approve amended and restated Certificate of Incorporation	Issuer	Yes	FOR	FOR
EOG Resources Inc.	EOG	26875P101	5/1/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Appoint Deloitte & Touche LLP	Issuer	Yes	FOR	FOR
				Approve compensation of executive officers	Issuer	Yes	FOR	FOR
				Proposal concerning quantitative risk management reporting for hydraulic fracturing operations	Security Holder	Yes	Against	FOR
				Proposal concerning methane emissions report	Security Holder	Yes	Against	FOR
Suncor Energy Inc.	SU	867224107	4/29/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Appoint PricewaterhouseCoopers LLP	Issuer	Yes	FOR	FOR
				Approve executive compensation	Issuer	Yes	FOR	FOR
MRC Global Inc.	MRC	55345K103	4/29/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Approve executive compensation	Issuer	Yes	FOR	FOR
				Ratify Ernst & Young LLP	Issuer	Yes	FOR	FOR
Wellpoint Inc.	WLP	94973V107	5/14/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Ratify Ernst & Young LLP	Issuer	Yes	FOR	FOR
				Approve compensation of executive officers	Issuer	Yes	FOR	FOR
Western Union Co.	WU	959802109	5/16/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Approve executive compensation	Issuer	Yes	FOR	FOR
				Appoint Ernst & Young LLP	Issuer	Yes	FOR	FOR
				Stockholder proposal concerning action by written consent	Security Holder	Yes	Against	FOR
				Stockholder proposal concerning political contributions	Security Holder	Yes	Against	FOR
				Stockholder proposal concerning new Board committee	Security Holder	Yes	Against	FOR
Avis Budget Group Inc.	CAR	053774105	5/23/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Appoint Deloitte & Touche LLP	Issuer	Yes	FOR	FOR
				Approve compensation of executive officers	Issuer	Yes	FOR	FOR
				Approve incentive compensation plan	Issuer	Yes	FOR	FOR
Owens-Illinois Inc.	OI	690768403	5/15/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Appoint Ernst & Young LLP	Issuer	Yes	FOR	FOR
				Approve compensation of executive officers	Issuer	Yes	FOR	FOR
				Approve incentive compensation plan	Issuer	Yes	FOR	FOR
Altria Group Inc.	MO	02209S103	5/14/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Appoint independent accounting firm	Issuer	Yes	FOR	FOR
				Approve compensation of executive officers	Issuer	Yes	FOR	FOR
				Preparation of health effect and cessation materials for poor or less formally educated tobacco consumers	Security Holder	Yes	Against	FOR
				Proposal regarding disclosure of lobbying policies and practices	Security Holder	Yes	Against	FOR
National Oilwell Varco Inc.	NOV	637071101	5/14/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Appoint independent accounting firm	Issuer	Yes	FOR	FOR
				Approve compensation of executive officers	Issuer	Yes	FOR	FOR
Comcast Corp.	CMCSA	20030N101	5/21/2014	Elect Board of Trustees	Issuer	Yes	FOR	FOR
				Appoint independent accounting firm	Issuer	Yes	FOR	FOR
				Approve compensation of executive officers	Issuer	Yes	FOR	FOR
				Proposal regarding annual report on lobbying activities	Security Holder	Yes	Against	FOR
				Proposal regarding the prohibition of accelerated vesting	Security Holder	Yes	Against	FOR
Union Pacific Corp.	UNP	907818108	5/15/2014	Elect Board of Trustees	Issuer	Yes	foR	FOR
				Appoint Deloitte & Touche LLP	Issuer	Yes	foR	FOR
				Approve compensation of executive officers	Issuer	Yes	foR	FOR
				Amend the Restated Articles of Incorporation to increase the authorized number of shares of common stock from 800,000,000 to 1,400,000,000	Issuer	Yes	For	FOR
				Proposal regarding executives to retain significant stock	Security Holder	Yes	Against	FOR
ONEOK Inc.	OKE	682680103	5/21/2014	Elect Board of Trustees	Issuer	Yes	For	FOR
				Appoint PricewaterhouseCoopers LLP	Issuer	Yes	For	FOR
				Approve compensation of executive officers	Issuer	Yes	For	FOR
				Proposal regarding the publication of a report on methane emissions	Security Holder	Yes	Against	FOR
Magellan Midstream Partners L.P.	MMP	559080106	4/24/2014	Elect Board of Trustees	Issuer	Yes	For	FOR
				Approve compensation of executive officers	Issuer	Yes	For	FOR
				Appoint independent accounting firm	Issuer	Yes	For	FOR
Hertz Global Holdings Inc.	HTZ	42805T105	5/14/2014	Elect Board of Trustees	Issuer	Yes	For	FOR
				Approve compensation of executive officers	Issuer	Yes	For	FOR
				Approval of an amendment to the Company's amended and restated Certificate of Incorporation to provide for the annual election of Directors	Issuer	Yes	For	FOR
				Approval of a potential amendment to the Company's amended and restated Certificate of Incorporation to effect a reverse stock split and authorize the Company's Board of Directors to select the ratio of the reverse stock split as set forth in the amendment	Issuer	Yes	For	FOR
				Appoint PricewaterhouseCoopers LLP	Issuer	Yes	For	FOR
Aetna Inc.	AET	00817Y108	5/30/2014	Elect Board of Trustees	Issuer	Yes	For	FOR
				Appoint independent accounting firm	Issuer	Yes	For	FOR
				Approve amendments to Aetna's Articles of Incorporation and By-Laws to eliminate supermajority voting provisions	Issuer	Yes	For	FOR
				Approve an amendment to Aetna's Articles of Incorporation to provide holders of at least 25% of the voting power of all outstanding shares the right to call a special meeting of shareholders	Issuer	Yes	For	FOR
				Approval of the Proposed Amendment to the Amended Aetna Inc. 2010 Stock Incentive Plan	Issuer	Yes	For	FOR
				Approval of the Company's Executive Compensation on a Non-Binding Advisory Basis	Issuer	Yes	For	FOR
				Proposal on Independent Board Chair	Security Holder	Yes	Against	FOR
				Proposal on Political Contributions-Board Oversight	Security Holder	Yes	Against	FOR
				Proposal on Political Contribution Disclosure	Security Holder	Yes	Against	FOR
Gap Inc.	GPS	364760108	5/20/2014	Elect Board of Trustees	Issuer	Yes	For	FOR
				Appoint Deloitte & Touche LLP	Issuer	Yes	For	FOR
				Approve compensation of executive officers	Issuer	Yes	For	FOR
Northern US Government Money Market Fund	NOGXX	665162848	5/19/2014	Elect Board of Trustees	Issuer	Yes	For	FOR
				Management agreement	Issuer	Yes	For	FOR
Buckeye Partners L.P.	BPL	118230101	6/3/2014	Elect Board of Trustees	Issuer	Yes	For	FOR
				Appoint Deloitte & Touche LLP	Issuer	Yes	For	FOR
				Approve compensation of executive officers	Issuer	Yes	For	FOR
Northern Institutional Funds Municipal Portfolio		665278-248	5/19/2014	Elect Board of Trustees	Issuer	Yes	For	FOR
				Proposed management agreement	Issuer	Yes	For	FOR
The Williams Companies, Inc.	WMB	969457100	5/22/2014	Elect Board of Trustees	Issuer	Yes	For	FOR
				Approve incentive compensation plan	Issuer	Yes	For	FOR
				Approve stock purchase plan	Issuer	Yes	For	FOR
				Appoint Ernst & Young LLP	Issuer	Yes	For	FOR
				Approve compensation of executive officers	Issuer	Yes	For	FOR
Raytheon Co.	RTN	755111507	5/29/2014	Elect Board of Trustees	Issuer	Yes	For	FOR
				Approve executive compensation	Issuer	Yes	For	FOR
				Appoint independent accounting firm	Issuer	Yes	For	FOR
				Approve an amendment to the Company's Restated Certificate of Incorporation, as amended, to authorize shareholder action by written consent	Issuer	Yes	For	FOR
				Poposal regarding political expenditures	Security Holder	Yes	Against	FOR
				Proposal regarding lobbying activities	Security Holder	Yes	Against	FOR
Jarden Corp.	JAH	471109108	6/12/2014	Elect Board of Trustees	Issuer	Yes	For	FOR
				Approve Certificate of Incorporation	Issuer	Yes	For	FOR
				Appoint PricewaterhouseCoopers LLP	Issuer	Yes	For	FOR
				Approve compensation of executive officers	Issuer	Yes	For	FOR
MarkWest Enegy Partners L.P.	MWE	570759100	6/6/2014	Elect Board of Trustees	Issuer	Yes	For	FOR
				Approve executive compensation	Issuer	Yes	For	FOR
				Appoint Deloitte & Touche LLP	Issuer	Yes	For	FOR

APEXcm SMALL/MID CAP GROWTH FUND - (APSGX)

Proxy Voting Record

July 1, 2013 - June 30, 2014

Issuer Name	Ticker Symbol	CUSIP	Shareholder Meeting Date	Brief Identification of the Matter Voted On	Proposed by Issuer or Security Holder?	Did the Fund Vote?	How did the Fund Cast its Vote? For, Against, Abstain	Did the Fund Vote For or Against Management?
EnerSys	ENS	29275Y102	08/01/13	Election of Directors	Issuer	Yes
				Craig			Against	Against
				Hoffen			For	For
				Muscari			For	For
				Chung			For	For
				Ghasemi			For	For
				Katsaros			For	For
				Lehman			For	For
				Magnus			For	For
				Marlo			For	For
				Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2014.	Issuer	Yes	Against	Against
				Say on Pay.	Issuer	Yes	For	For
				Approval of the 2013 Management Incentive Plan.	Issuer	Yes	For	For
Eagle Materials Inc.	EXP	26969P108	08/07/13	Election of Directors	Issuer	Yes	For	For
				Advisory Vote on the Compensation of the named executive Officers.	Issuer	Yes	For	For
				Approval of the Company's Amended & Restated Incentive Plan.	Issuer	Yes	For	For
				Ratification of Appointment of Independent Auditors.	Issuer	Yes	Against	Against
DSW Inc.	DSW	23334L102	10/14/13	Amendment to the Amended & Restated Articles of Incorporation to increase the number of authorized common shares.	Issuer	Yes	For	For
				Amendment to the Amended & Restated Articles of Incorporation to effect a 2 for 1 stock split.	Issuer	Yes	For	For
Towers Watson & Co.	TW	891894107	11/15/13	Election of Directors	Issuer	Yes
				Haley			Against	Against
				Ganzi			For	For
				Heisz			For	For
				O'Neill			For	For
				Rabbitt			For	For
				Ray			For	For
				Thomas			For	For
				Zeller			For	For
				Ratify the selection of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm for fiscal 2014.	Issuer	Yes	For	For
				Say on Pay.	Issuer	Yes	For	For
PARAXEL  International Corporation	PRXL	699462107	12/05/13	Re-Election of Existing Class III Directors	Issuer	Yes
				Rickenbach			Against	Against
				Callow, Jr.			For	For
				Lindop			For	For
				Fortune			For	For
				Zane			For	For
				Holdener, M.D.			For	For
				Love			For	For
				Advisory (Non-Binding) Vote on Executive Compensation.	Issuer	Yes	For	For
				Approval of the 2013 Annual Incentive Award Plan	Issuer	Yes	For	For
Sally Beauty Holdings, Inc.	SBH	79546E104	01/30/14	Amendment to the Certificate of Incorporation.	Issuer	Yes	For	For
				Election of Directors.	Issuer	Yes
				Winterhalter			Against	Against
				Golliher			For	For
				Rabin			For	For
				Button Bell			For	For
				M. Miller			For	For
				McMaster			For	For
				Brickman			For	For
				Eisenberg			For	For
				J. Miller			For	For
				Say on Pay.	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	Against	Against
Dolby Laboratories, Inc.	DLB	25659T107	02/04/14	Election of Directors	Issuer	Yes
				Gotcher			Against	Against
				Yeaman			For	For
				Chau			For	For
				Donatiello, Jr.			For	For
				Jasper			For	For
				Robertson			For	For
				Siboni			For	For
				Tevanian, Jr.			For	For
				Advisory Vote to Approve Named Executive Officer Compensation.	Issuer	Yes	For	For
				Ratification of Independent Registered Public Accounting Firm.	Issuer	Yes	Against	Against
Nordson Corporation	NDSN	655663102	02/25/14	Election of Directors	Issuer	Yes	For	For
				Ratification of Appointment of Independent Registered Public Accounting Firm.	Issuer	Yes	Against	Against
				Advisory Vote on Compensation of named executive Officers.	Issuer	Yes	For	For
Helmerich & Payne, Inc.	HP	423452101	03/05/14	Election of Directors	Issuer	Yes
				H.Helmerich			Against	Against
				Lindsay			For	For
				Marshall			For	For
				Foutch			For	For
				Zeglis			For	For
				Armstrong			For	For
				Petrie			For	For
				Robillard, Jr.			For	For
				Rooney			For	For
				Rust, Jr.			For	For
				Ratification of Selection of Auditors.	Issuer	Yes	Against	Against
				Say on Pay.	Issuer	Yes	For	For
International Game Technology	IGT	459902102	03/10/14	Election of Directors	Issuer	Yes	For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
				Ratification of Appointment of Independent Registered Public Accounting Firm.	Issuer	Yes	For	For
				Shareholder Proposal Regarding Proxy Access.	Shareholder	Yes	For	Against
F5 Networks, Inc.	FFIV	315616102	03/13/14	Election of Directors	Issuer	Yes	For	For
				Approval of the 2014 Incentive Plan	Issuer	Yes	For	For
				Ratification of Appoinrment of Independent Registered Public Accounting Firm.	Issuer	Yes	Against	Against
				Advisory Vote to Approve Executive Compensation.	Issuer	Yes	For	For
TIBCO Software Inc.	TIBX	88632Q103	04/03/14	Election of Directors.	Issuer	Yes
				Ranadive			Against	Against
				Caldwell			For	For
				Dunn			For	For
				Job			For	For
				West			For	For
				Wood			For	For
				Approval of Amendment & Restatement to the 2008 Equity Incentive Plan.	Issuer	Yes		For
				Say on Pay.	Issuer	Yes		For
				Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Auditors for fiscal year 2014.	Issuer	Yes	For	For
Ciena Corporation	CIEN	171779309	04/10/14	Election of Directors.	Issuer	Yes	For	For
				Approval of the Amendment of the 2008 Omnibus Incentive Plan.	Issuer	Yes	For	For
				Ratification of the Appointment of the Independent Registered Public Accountant.	Issuer	Yes	Against	Against
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
Interactive Brokers Group, Inc.	IBKR	45841N107	04/24/14	Election of Directors.	Issuer	Yes
				Petterfy			Against	Against
				Nemser			Against	Against
				Brody			For	For
				Galik			For	For
				Harris			For	For
				Stoll			For	For
				Gates			For	For
				Wagner			For	For
				Amendment to the 2007 Stock Incentive Plan.	Issuer	Yes	For	For
				Ratification of Appointment of Independent Registered Public Accounting Firm.	Issuer	Yes	Against	Against
Cullen/Frost Bankers Inc.	CFR	229899109	04/24/14	Election of Directors.	Issuer	Yes
				Evans			Against	Against
				Alexander			For	For
				Alvarez			For	For
				Caldwell			For	For
				Edwards			For	For
				Escobedo			For	For
				Frost			For	For
				Haemisegger			For	For
				Jennings			For	For
				Kleberg III			For	For
				Matthews			For	For
				Steen			For	For
				Ratification of Independent Auditors.	Issuer	Yes	Against	Against
				Say on Pay.	Issuer	Yes	For	For
Janus Capital Group, Inc.	JNS	47102X105	04/24/14	Election of Directors	Issuer	Yes
				Armour			Against	Against
				Cox			For	For
				Diermeier			For	For
				Flood			For	For
				Fredericks			For	For
				Gatzek			For	For
				Inagaki			For	For
				Kochard			For	For
				Schafer			For	For
				Weil			For	For
				Ratification of the Appointment of Independent Auditor.	Issuer	Yes	Against	Against
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
Polaris Industries Inc.	PII	731068102	04/24/14	Election of Directors.	Issuer	Yes	For	For
				Approval of the Amended & Restated Senior Executive Annual Incentive Compensation Plan.	Issuer	Yes	For	For
				Ratification of the Appointment of Independent Auditor.	Issuer	Yes	Against	Against
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
Rovi Corporation	ROVI	779376102	04/29/14	Election of Directors	Issuer	Yes	For	For
				Approval of the Amendment to the 2008 Equity Incentive Plan.	Issuer	Yes	For	For
				Ratification of Appointment of Independent Registered Public Accounting Firm.	Issuer	Yes	For	For
				Advisory Vote on Compensation of the Named	Issuer	Yes	For	For
				Executive Officers.
Valmont Industries, Inc.	VMI	920253101	04/29/14	Election of Directors.	Issuer	Yes
				Bay			Against	Against
				Scott, Jr.			For	For
				Randt, Jr.			For	For
				den Daas			For	For
				Milliken			For	For
				Paglia			For	For
				Barton			For	For
				Neary			For	For
				Stinson			For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
				Ratification of the Appointment of Independent	Issuer	Yes	Against	Against
				Auditor.
Total System Services, Inc.	TSS	891906109	05/01/14	Election of Directors	Issuer	Yes
				Tomlinson			Against	Against
				Yancey			Against	Against
				Blanchard			For	For
				Cloninger III			For	For
				Driver, Jr.			For	For
				Garrard, Jr.			For	For
				Harris			For	For
				Isaac			For	For
				Lampton			For	For
				McDaniel			For	For
				Page			For	For
				Turner			For	For
				Ussery			For	For
				Woods			For
				Ratification of Appointment of Independent	Issuer	Yes	Against	Against
				Registered Public Accounting Firm.
				Advisory Vote on Compensation of the Named	Issuer	Yes	For	For
				Executive Officers.
Akorn, Inc.	AKRX	009728106	05/02/14	Election of Directors.	Issuer	Yes	For	For
				Ratification of Appointment of Independent	Issuer	Yes	For	For
				Registered Public Accounting Firm.
				Approval of the 2014 Stock Option Plan.	Issuer	Yes	For	For
				Advisory Vote on Compensation of the Named	Issuer	Yes	For	For
				Executive Officers.
Dana Holding Corporation	DAN	235825205	05/02/14	Election of Directors.	Issuer	Yes	For	For
				Advisory Vote on Compensation of the Named	Issuer	Yes	For	For
				Executive Officers.
				Ratification of Appointment of Independent	Issuer	Yes	Against	Against
				Registered Public Accounting Firm.
AutoNation Inc.	AN	05329W102	05/06/14	Election of Directors.	Issuer	Yes
				Jackson			Against	Against
				Brown			For	For
				Burdick			For	For
				Edelson			For	For
				Grusky			For	For
				Larson			For	For
				Maroone			For	For
				Migoya			For	For
				Mikan			For	For
				Rosenthal			For	For
				Ratification of Appointment of Independent	Issuer	Yes	Against	Against
				Registered Public Accounting Firm.
				Advisory Vote on Compensation of the Named	Issuer	Yes	For	For
				Executive Officers.
				Approval of the 2014 Non-Employee Director	Issuer	Yes	For	For
				Equity Plan.
				Shareholder Proposal Regarding Independent	Shareholder	Yes	For	Against
				Board Chairman.
				Shareholder Proposal Regarding Political	Shareholder	Yes	For	Against
				Contribution.
Heartland Payment Systems, Inc.	HPY	42235N108	05/06/14	Election of Directors.	Issuer	Yes
				Carr			Against	Against
				Evans			For	For
				Hollin			For	For
				Niehaus			For	For
				Ostro, Ph.D.			For	For
				Palmer			For	For
				Vague
				Ratification of the Appointment of Independent	Issuer	Yes	Against	Against
				Auditor.
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
Whiting Petroleum Corp.	WLL	966387102	05/06/14	Election of Directors.	Issuer	Yes	For	For
				Advisory Vote on Compensation of the Named	Issuer	Yes	For	For
				Executive Officers.
				Ratification of Appointment of Independent	Issuer	Yes	Against	Against
				Registered Public Accounting Firm.
Entegris, Inc.	ENTG	29362U104	05/07/14	Election of Directors.	Issuer	Yes	For	For
				Ratification of the Appointment of Independent	Issuer	Yes	Against	Against
				Auditor.
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
Hanger, Inc.	HGR	41043F208	05/07/14	Election of Directors.	Issuer	Yes	For	For
				Advisory Vote on Compensation of the Named	Issuer	Yes	For	For
				Executive Officers.
				Ratification of Appointment of Independent	Issuer	Yes	Against	Against
				Registered Public Accounting Firm.
United Rentals, Inc.	URI	911363109	05/07/14	Election of Directors.	Issuer	Yes	For	For
				Approval of the Material Terms of Performance	Issuer	Yes	For	For
				Goals for Qualified Performance-Based Awards
				under the 2014 Annual Incentive Compensation
				Plan.
				Approval of Second Amended & Restated 2010	Issuer	Yes	For	For
				Long Term Incentive Plan.
				Re-Approval of Material Terms of Performance	Issuer	Yes	For	For
				Goals for Qualified Performance-Based Awards
				under the Second Amended & Restated 2010 Long
				Term Incentive Plan.
				Ratification of Auditors.	Issuer	Yes	Against	Against
				Advisory Vote on Executive Compensation	Issuer	Yes	For	For
FEI Company	FEIC	30241L109	05/08/14	Election of Directors	Issuer	Yes	For	For
				Amendment to 1995 Stock Incentive Plan.	Issuer	Yes	For	For
				Amendment to Employee Share Purchase Plan.	Issuer	Yes	For	For
				Ratification of Independent Auditors.	Issuer	Yes	For	For
				Say on Pay.	Issuer	Yes	For	For
Albemarle Corporation	ALB	012653101	05/13/14	Election of Directors	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
First Republic Bank	FRC	33616C100	05/13/14	Election of Directors	Issuer	Yes
				Herbert			Against	Against
				de-Wilde			For	For
				Barrack, Jr.			For	For
				Fahrenkopf, Jr.			For	For
				Ford			For	For
				Gibbs			For	For
				Hernandez, M.D.			For	For
				Joyner			For	For
				Levy			For	For
				Lindell			For	For
				Parker			For	For
				Ratification of Independent Auditors.	Issuer	Yes	Against	Against
				Say on Pay.	Issuer	Yes	For	For
Westinghouse Air Brake Technologies Corporation	WAB	929740108	05/14/14	Election of Directors	Issuer	Yes	For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	Against	Against
Carrizo Oil & Gas Inc.	CRZO	144577103	05/15/14	Election of Directors.	Issuer	Yes
				Webster			Against	Against
				Johnson			For	For
				Carter, Jr.			For	For
				Fulton			For	For
				Parker			For	For
				Ramsey			For	For
				Wojtek			For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
				Amendment & Restatement of the Incentive Plan.	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	For	For
Gentex Corp.	GNTX	371901109	05/15/14	Election of Directors.	Issuer	Yes	For	For
				Amend Restated Articles of Incorporation to	Issuer	Yes	For	For
				Increase Authorized Shares of Common Stock.
				Ratification of Independent Auditors.	Issuer	Yes	Against	Against
				Say on Pay.	Issuer	Yes	For	For
				Proposal to Adopt Employee Stock Option Plan.	Issuer	Yes	For	For
				Proposal to Amend Amended & Restated 2012 non	Issuer	Yes	For	For
				employee Director Stock Option Plan.
Kapstone Paper and Packaging Corporation	KS	48562P103	05/15/14	Election of Directors.	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	Against	Against
				Say on Pay.	Issuer	Yes	For	For
				Approval of the 2014 Incentive Plan.	Issuer	Yes	For	For
Manhattan Associates, Inc.	MANH	562750109	05/15/14	Election of Directors	Issuer	Yes	For	For
				Advisory Vote on Compensation of the Named	Issuer	Yes	For	For
				Executive Officers.
				Ratification of Appointment of Independent	Issuer	Yes	Against	Against
				Registered Public Accounting Firm.
				Approval of the Amendment to the Company's	Issuer	Yes	For	For
				Articles of Incorporation.
Wyndham Worldwide Corporation	WYN	98310W108	05/15/14	Election of Directors	Issuer	Yes	For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	Against	Against
				Re-Approval of the Material Terms of Performance	Issuer	Yes	For	For
				Goals ubder the 2006 Equity & Incentive Plan for
				Purposes of Section 162(M) of the IRC.
CBRE Group, Inc.	CBG	12504L109	05/16/14	Election of Directors.	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
Dillards Inc.	DDS	254067101	05/17/14	Election of Directors.	Issuer	Yes	For	For
				Say on Pay.	Issuer	Yes	For	For
				Ratification of Independent Auditors.	Issuer	Yes	For	For
Power Integrations Inc.	POWI	739276103	05/19/14	Election of Directors	Issuer	Yes	For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	Against	Against
Foot Locker, Inc.	FL	344849104	05/21/14	Election of Directors	Issuer	Yes	For	For
				Ratification of Independent Auditors.	Issuer	Yes	Against	Against
				Approval of an Amendment to the Certificate of	Issuer	Yes	For	For
				Incorporation to Declassify the Board of Directors.
				Approval of the Second Amendment and	Issuer	Yes	For	For
				Restatement of the 2007 Stock Incentive Plan.
				Say on Pay.	Issuer	Yes	For	For
Universal Health Services Inc.	UHS	913903100	05/21/14	Election of Directors	Issuer	Yes	For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	For	For
AOL Inc.	AOL	00184X105	05/22/14	Election of Directors	Issuer	Yes
				Armstrong			Against	Against
				Burton			For	For
				Dalzell			For	For
				Ibarguen			For	For
				Johnston			For	For
				Lepore			For	For
				Mitchell			For	For
				Reynolds			For	For
				Stengel			For	For
				Ratification of Auditors.	Issuer	Yes	For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
				Approval of the 2010 Stock Incentive Plan as	Issuer	Yes	For	For
				Amended and Restated.
GNC Holdings Inc.	GNC	36191G107	05/22/14	Election of Directors	Issuer	Yes
				Fortunato			Against	Against
				Berger			For	For
				Feldman			For	For
				Hines			For	For
				Lane			For	For
				Mallott			For	For
				Moran			For	For
				O'Hara			For	For
				Wallace			For	For
				Ratification of Appointment of Independent	Issuer	Yes	For	For
				Registered Public Accounting Firm.
				Advisory Vote on Compensation of the Named	Issuer	Yes	For	For
				Executive Officers.
Old Dominion Freight Line Inc.	ODFL	679580100	05/22/14	Election of Directors	Issuer	Yes
				E. Congdon			Against	Against
				D. Congdon			For	For
				Breitbach			For	For
				J. Congdon Jr.			For	For
				Culp, III			For	For
				Kasarda, Ph.D.			For	For
				Suggs			For	For
				Wray			For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	Against	Against
Robert Half International Inc.	RHI	770323103	05/22/14	Election of Directors	Issuer	Yes
				Messmer, Jr.			Against	Against
				Berwick, Jr.			For	For
				Novogradac			For	For
				Pace			For	For
				Richman			For	For
				Waddell			For	For
				Ratification of Auditors.	Issuer	Yes	Against	Against
				Approval of the Amended and Restated Stock	Issuer	Yes	For	For
				Incentive Plan.
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
Informatica Corporation	INFA	45666Q102	05/23/14	Election of Directors	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	Against	Against
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
Siligan Holdings Inc.	SLGN	827048109	05/27/14	Election of Directors	Issuer	Yes
				Horrigan			Against	Against
				Alden			For	For
				Silver			For	For
				Jennings			For	For
				Allott			For	For
				Jordan			For	For
				Lapekas			For	For
				Approval of the Material Terms of Performance	Issuer	Yes	For	For
				Goals under the 2004 Stock Incentive Plan as
				amended.
				Ratification of the Appointment of Independent	Issuer	Yes	Against	Against
				Auditor.
				Advisory Vote to Approve Named Executive	Issuer	Yes	For	For
				Officer compensation.
NeuStar, Inc.	NSR	64126X201	05/28/14	Election of Directors	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	Against	Against
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
				Approval of the Amended & Restated Corporate	Issuer	Yes	For	For
				Bonus Plan (fka the 2009 Performance
				Achievement Award Plan.)
				Stockholder Proposal to declassify the Board of	Shareholder	Yes	For	Against
				Directors (if properly presented at the Annual
				Meeting).
FleetCor Technologies, Inc.	FLT	339041105	05/29/14	Election of Directors	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	For	For
				Approval of the Section 162(M) Performance-	Issuer	Yes	For	For
				Based Program.
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
Gartner Inc.	IT	366651107	05/29/14	Election of Directors	Issuer	Yes	For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
				Approval of the 2014 Long-Term Incentive Plan.	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	Against	Against
Williams-Sonoma Inc.	WSM	969904101	05/29/14	Election of Directors.	Issuer	Yes	For	For
				Advisory Vote on Compensation of the Named	Issuer	Yes	For	For
				Executive Officers.
				Ratification of Appointment of Independent	Issuer	Yes	Against	Against
				Registered Public Accounting Firm.
Evercore Partners Inc.	EVR	29977A105	06/05/14	Election of Directors	Issuer	Yes
				Altman			Against	Against
				Beattie.			Against	Against
				Aspe			For	For
				Saint Phalle			For	For
				Harris			For	For
				Hessler			For	For
				Millard			For	For
				Schlosstein			For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	Against	Against
MarketAxess Holdings Inc.	MKTX	57060D108	06/05/14	Election of Directors	Issuer	Yes
				McVey			Against	Against
				Begleiter			For	For
				Casper			For	For
				Chwick			For	For
				Cruger			For	For
				Gomach			For	For
				Hernandez			For	For
				Hersch			For	For
				Steinhardt			For	For
				Sullivan			For	For
				Webster			For	For
				Ratification of Independent Auditors.	Issuer	Yes	Against	Against
				Say on Pay.	Issuer	Yes	For	For
Isis Pharmaceuticals, Inc.	ISIS	464330109	06/10/14	Election of Directors	Issuer	Yes	For	For
				Advisory Vote to Ratify the Appointment of Messrs.	Issuer	Yes	For	For
				Castleman & Loscatzo.
				Approval of an Amendment to the Restated	Issuer	Yes	For	For
				Certificate of Incorporation to increase the number
				of Authorized Shares of Common Stock.
				Approval of an Amendment & Restatement of the	Issuer	Yes	For	For
				2002 Non-Employee Directors' Stock Option Plan.
				Say on Pay.	Issuer	Yes	For	For
				Ratification of Independent Auditors.	Issuer	Yes	For	For
Momenta Pharmaceuticals Inc.	MNTA	60877T100	06/11/14	Election of Directors	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	Against	Against
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
				Approval of Amendment & Restatement of	Issuer	Yes	For	For
				Employee Stock Purchase Plan.
				Approval of Amendment & Restatement of	Issuer	Yes	For	For
				2013 Incentive Award Plan.
Visteon Corporation	VC	92839U206	06/12/14	Election of Directors	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
Salix Pharmaceuticals Ltd.	SLXP	795435106	06/13/14	Election of Directors	Issuer	Yes	For	For
				Amendment to the Amended & Restated	Issuer	Yes	For	For
				Certificate of Incorporation.
				Approval of the 2014 Stock Incentive Plan.	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
Affiliated Managers Group Inc.	AMG	008252108	06/16/14	Election of Directors	Issuer	Yes
				Healey			Against	Against
				Byrne			For	For
				Churchill			For	For
				Ferguson			For	For
				Meyerman			For	For
				Nutt			For	For
				Palandjian			For	For
				Rodriguez			For	For
				Ryan			For	For
				Zeitlin			For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	Against	Against
Expedia Inc.	EXPE	30212P303	06/17/14	Election of Directors	Issuer	Yes
				Diller			Against	Against
				Khosrowshahi			Against	Against
				Kaufman			Against	Against
				Coe			Against	Against
				Battle			For	For
				Dolgen			For	For
				Jacobson			For	For
				Kern			For	For
				Malone			For	For
				Tazon			For	For
				Ratification of Appointment of Independent	Issuer	Yes	Against	Against
				Registered Public Accounting Firm.
				Advisory Vote on Compensation of the Named	Issuer	Yes	For	For
				Executive Officers.
				Shareholder Proposal Regarding Reporting	Issuer	Yes	For	For
				Political Contributions and Expenditures.
IAC/InterActiveCorp.	IACI	44919P508	06/18/14	Election of Directors	Issuer	Yes
				Bronfman Jr.			For	For
				Clinton			For	For
				De Rycker			For	For
				Eisner			For	For
				Kaufman			For	For
				Keough			For	For
				Lourd			For	For
				Rosenblatt			For	For
				Spoon			For	For
				von Furstenberg			For	For
				Zannino			For	For
				Diller			Against	Against
				Ratification of Independent Auditors.	Issuer	Yes	Against	Against
				Say on Pay.	Issuer	Yes	For	For
PetSmart, Inc.	PETM	716768106	06/18/14	Election of Directors	Issuer	Yes	For	For
				Ratification of Auditors.	Issuer	Yes	For	For
				Advisory Vote on Executive Compensation.	Issuer	Yes	For	For
Keryx Biopharmaceuticals Inc.	KERX	492515101	06/23/14	Election of Directors	Issuer	Yes
				Tarnok			For	For
				Cameron			For	For
				Feczo, MD.			For	For
				Fowler, Jr.			For	For
				Kaye			For	For
				Regan			For	For
				Bentsur			Against	Against
				Ratification of Independent Auditors.	Issuer	Yes	For	For
				Say on Pay.	Issuer	Yes	For	For
United Therapeutics Corporation	UTHR	91307C102	06/26/14	Election of Directors	Issuer	Yes	For	For
				Advisory vote on Compensation of the Named	Issuer	Yes	For	For
				Executive Officers.
				Approval of the Company's Section 162(m)	Issuer	Yes	For	For
				Bonus Plan.
				Ratification of Appointment of Independent	Issuer	Yes	Against	Against
				Registered Public Accounting Firm.
Wisdom Tree Investments, Inc.	WETF	97717P104	06/27/14	Election of Directors	Issuer	Yes	For	For
				Ratification of Appointment of Independent	Issuer	Yes	For	For
				Registered Public Accounting Firm.
				Approval of the 2014 Annual Incentive	Issuer	Yes	For	For
				Compensation Plan.

BARROW ALL-CAP CORE FUND 

Proxy Voting Record

July 1, 2013 - June 30, 2014

Issuer Name	Ticker Symbol	CUSIP	Shareholder Meeting Date	Brief Identification of the Matter Voted On	Proposed by Issuer or Security Holder?	Did the Fund Vote?	How did the Fund Cast its Vote? For, Against, Abstain	Did the Fund Vote For or Against Management?
AEROVIRONMENT	AVAV	008073108	10/4/2013	Directors; Appt. of Accounting Firm	Issuer	N
HERMAN MILLER	MLHR	600544100	10/7/2013	Directors; Compensation; Appt. of Accounting Firm; Annual Incentive Plan	Issuer	N
NATIONAL BEVERAGE CORP	FIZZ	635017106	10/11/2013	Directors	Issuer	N
RESOURCES CONNECTION	RECN	76122Q105	10/24/2013	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
THE HILLSHIRE BRANDS COMPANY	HSH	432589109	10/24/2013	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
CAREFUSION CORPORATION	CFN	14170T101	11/6/2013	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
MEREDITH CORPORATION	MDP	589433101	11/6/2013	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
COACH, INC	COH	189754104	11/7/2013	Directors; Compensation; Appt. of Accounting Firm; Annual Incentive Plan	Issuer	N
TOWERS WATSON & CO	TW	891894107	11/15/2013	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
LANCASTER COLONY CORPORATION	LANC	513847103	11/18/2013	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
CAMPBELL SOUP COMPANY	CPB	134429109	11/20/2013	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
MYRIAD GENETICS, INC	MYGN	62855J104	12/5/2013	Directors; Compensation; ESOP; Appt. of Accounting Firm	Issuer	N
ARTHOCARE CORPORATION	ARTC	043136100	12/12/2013	Director; Amend Certificate of Incorporation	Issuer	N
VILLAGE SUPER MARKET INC	VLGEA	927107409	12/13/2013	Directors; Appt. of Accounting Firm	Issuer	N
ACTUANT CORPORATION	ATU	00508X203	1/14/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
ENERGIZER HOLDINGS	ENR	29266R108	1/27/2014	Directors; Compensation; Appt. of Accounting Firm; Amend Certificate of Incorporation; Incentive Stock Plan	Issuer	N
LINDSAY CORPORATION	LNN	535555106	1/27/2014	Directors; Compensation; Appt. of Accounting Firm; Umbrella Plan	Issuer	N
SPECTRUM BRANDS HOLDINGS	SPB	84763R101	1/28/2014	Directors; Compensation; Omnibus Plan; Appt. of Accounting Firm	Issuer	N
OSHKOSH CORPORATION	OSK	688239201	2/4/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
GEOSPACE TECHNOLOGIES	GEOS	37364X109	2/6/2014	Directors; Compensation; Appt. of Accounting Firm; Long Term Incentive Plan	Issuer	N
CUBIC CORPORATION	CUB	229669106	2/18/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
DEERE & COMPANY	DE	244199105	2/26/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
JOY GLOBAL INC	JOY	481165108	3/4/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
AMERISOURCEBERGEN CORP	ABC	03073E105	3/6/2014	Directors; Compensation; Omnibus Plan; Appt. of Accounting Firm	Issuer	N
INTERNATIONAL GAME TECHNOLOGY	IGT	459902102	3/10/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
C.R. BAIRD	BCR	067383109	4/16/2014	Directors; Compensation; Appt. of Accounting Firm; Long Term Incentive Plan	Issuer	N
LYONDELLBASELL INDUSTRIES	LYB	N53745100	4/16/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
SONOCO PRODUCTS COMPANY	SON	835495102	4/16/2014	Directors; Compensation; Appt. of Accounting Firm; Long Term Incentive Plan	Issuer	N
VCA ANTECH, INC.	WOOF	918194101	4/21/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
AMN HEALTHCARE SERVICES	AHS	0017444101	4/23/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
CROWN HOLDINGS, INC	CCK	228368106	4/24/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
LOCKHEED MARTIN CORPORATION	LMT	539830109	4/24/2014	Directors; Compensation; Appt. of Accounting Firm; Performance Incentive Plan	Issuer	N
OLIN CORPORATION	OLN	680665205	4/24/2014	Directors; Compensation; Appt. of Accounting Firm; Long Term Incentive Plan	Issuer	N
PFIZER INC	PFE	717081103	4/24/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
SCHWEITZER-MAUDUIT	SWM	808541106	4/24/2014	Directors; Compensation; Appt. of Accounting Firm; Annual Incentive Plan	Issuer	N
ABBOTT LABORATORIES	ABT	002824100	4/25/2014	Directors; Compensation; Appt. of Accounting Firm; Lobbying	Issuer	N
KELLOGG COMPANY	K	487836108	4/25/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
CRANE CO	CR	224399105	4/28/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
SEABOARD CORPORATION	SEB	811543107	4/28/2014	Directors; Compensation; Appt. of Accounting Firm; Lobbying	Issuer	N
DIRECT TV	DTV	25490A309	4/29/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
MEDICAL HOLDINGS CORPORATION	SEM	81619Q105	4/29/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
PACCAR INC	PCAR	693718108	4/29/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
SOUTHERN COPPER CORP	SCCO	84265V105	4/29/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
TESORO CORPORATION	TSO	881609101	4/29/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
VALMONT INDUSTRIES	VMI	920253101	4/29/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
DELUXE CORP	DLX	248019101	4/30/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
MARATHON OIL CORP	MRO	565849106	4/30/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
MARATHON PETROLEUM CORPORATION	MPC	56585A102	4/30/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
NATIONAL CINEMEDIA	NCMI	635309107	4/30/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
USANA HEALTH SCIENCES	USNA	90328M107	4/30/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
ALON USA ENERGY INC	ALJ	020520102	5/1/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
EASTMAN CHEMICAL CO	EMN	277432100	5/1/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
GANNETT CO INC	GCI	364730101	5/1/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
HEALTHSOUTH CORP	HLS	421924309	5/1/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
LOUISIANA PACIFIC CORP	LPX	546347105	5/1/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
ST JUDE MEDICAL	STJ	790849103	5/1/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
HURON CONSULTING GROUP	HURN	447462102	5/2/2014	Directors; Compensation; Omnibus Plan; Appt. of Accounting Firm	Issuer	N
KOPPERS HOLDINGS	KOP	50060P106	5/2/2014	Directors; Compensation; Appt. of Accounting Firm; Long Term Incentive Plan	Issuer	N
PILGRIMS PRIDE CORP	PPC	72147K108	5/2/2014	Directors; Compensation; Appt. of Accounting Firm; Short Term & Long Term Incentive Plan	Issuer	N
ELI LILLY AND CO	LLY	532457108	5/5/2014	Directors; Compensation; ESOP	Issuer	N
PERFORMANT FINANCIAL CORP	PFMT	71377E105	5/5/2014	Directors; Appt. of Accounting Firm	Issuer	N
DARLING INGREDIENTS INC	DAR	237266101	5/6/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
DELEK US HOLDINGS	DK	246647101	5/6/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
KRAFT FOODS GROUP	KRFT	50076Q106	5/6/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
STURM RUGER AND CO	RGR	864159108	5/6/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
WEIGHT WATCHERS	WTW	948626106	5/6/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
DUN AND BRADSTREET CORP	DNB	26483E100	5/7/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
EXELIS INC	XLS	30162A108	5/7/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
INNOSPEC INC	IOSP	45768S105	5/7/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
PHILIP MORRIS INTERNATIONAL INC	PM	718172109	5/7/2014	Directors; Compensation; Appt. of Accounting Firm; Lobbying	Issuer	N
PHILLIPS 66	PSX	718546104	5/7/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
FORD MOTOR COMPANY	F	345370860	5/8/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Plan	Issuer	N
MEDNAX INC	MD	58502B106	5/8/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
NACCO INDUSTRIES INC	NC	629579103	5/8/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
REYNOLDS AMERICAN INC	RAI	761713106	5/8/2014	Directors; Compensation; Omnibus Plan; Appt. of Accounting Firm	Issuer	N
ABBVIE INC	ABBV	00287Y109	5/9/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
BABCOCK AND WILCOX COMPANY	BWC	05615F102	5/9/2014	Directors; Compensation; Appt. of Accounting Firm; Long Term Incentive Plan	Issuer	N
TUPPERWARE BRANDS	TUP	899896104	5/9/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
INTERVAL LEISURE GROUP	IILG	46113M108	5/12/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
PITNEY BOWES INC	PBI	724479100	5/12/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Plan	Issuer	N
INSPERITY INC	NSP	45778Q107	5/13/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
TRW AUTOMOTIVE HOLDINGS CORP	TRW	87264S106	5/13/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
ALTRIA GROUP INC	MO	02209S103	5/14/2014	Directors; Compensation; Appt. of Accounting Firm; Lobbying	Issuer	N
CF INDUSTRIES HOLDINGS	CF	125269100	5/14/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
DEAN FOODS COMPANY	DF	242370203	5/14/2014	Directors; Compensation; Appt. of Accounting Firm; Lobbying	Issuer	N
HARTE HANKS INC	HHS	416196103	5/14/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
HOLLYFRONTIER CORP	HFC	436106108	5/14/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
LABORATORY CORP	LH	50540R409	5/14/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
NATIONAL OILWELL VARCO INC	NOV	637071101	5/14/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
SELECT COMFORT	SCSS	81616X103	5/14/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
COMPUTER PROGRAMS AND SYSTEMS	CPSI	205306103	5/15/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Plan	Issuer	N
DR PEPPER SNAPPLE GROUP	DPS	26138E109	5/15/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
KBR INC	KBR	48242W106	5/15/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
LORILLARD INC	LO	544147101	5/15/2014	Directors; Compensation; Appt. of Accounting Firm; Lobbying	Issuer	N
NAVIGANT CONSULTING INC	NCI	63935N107	5/15/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
RENEWABLE ENERGY GROUP INC	REGI	75972A301	5/15/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Incentive Plan	Issuer	N
VECTOR GROUP LTD	VGR	92240M108	5/16/2014	Directors; Compensation; Appt. of Accounting Firm; Management Incentive Plan	Issuer	N
WESTLAKE CHEMICAL	WLK	960413102	5/16/2014	Directors; Compensation; Appt. of Accounting Firm; Amend Certificate of Formation	Issuer	N
CHEMED CORPORATION	CHE	16359R103	5/19/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
AMSURG CORPORATION	AMSG	03232P405	5/20/2014	Directors; Compensation; Appt. of Accounting Firm; Equity Incentive Plan	Issuer	N
B AND G FOODS INC	BGS	05508R106	5/20/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
CATO CORP	CATO	149205106	5/20/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
GAP INC	GPS	364760108	5/20/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
NATIONAL PRESTO INDUSTRIES	NPK	637215104	5/20/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
AUXILLIUM PHARMACEUTICALS	AUXL	05334D107	5/21/2014	Directors; Compensation; Appt. of Accounting Firm; Amend Certificate of Incorporation	Issuer	N
FOOT LOCKER INC	FL	344849104	5/21/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Incentive Plan	Issuer	N
INGREDION INCORPORATED	INGR	457187102	5/21/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Incentive Plan	Issuer	N
KRONOS WORLDWIDE	KRO	50105F105	5/21/2014	Directors; Compensation; Bylaws, Incentive Plan, Appt. of Accounting Firm	Issuer	N
MONDELEZ INTERNATIONAL INC	MDLZ	609207105	5/21/2014	Directors; Compensation; Appt. of Accounting Firm; Performance Incentive Plan	Issuer	N
NORTHROP GRUMMAN CORP HOLDINGS	NOC	666807102	5/21/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
QUEST DIAGNOSTICS	DGX	74834L100	5/21/2014	Directors; Compensation; Appt. of Accounting Firm; Amend Certificate of Incorporation	Issuer	N
RELIANCE STEEL AND ALUMINUM	RS	759509102	5/21/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
THORATEC CORP	THOR	885175307	5/21/2014	Directors; Compensation; Appt. of Accounting Firm; Amend Certificate of Incorporation	Issuer	N
C AND J ENERGY SERVICES INC	CJES	12467B304	5/22/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
ENGILITY HOLDINGS INC	EGL	29285W104	5/22/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
INTERPUBLIC GROUP OF COMPANIES	IPG	460690100	5/22/2014	Directors; Compensation; Appt. of Accounting Firm; Performance Incentive Plan	Issuer	N
LANDSTAR SYSTEM INC	LSTR	515098101	5/22/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
ROBERT HALF INTERNATIONAL	RHI	770323103	5/22/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Incentive Plan	Issuer	N
VERA BRADLEY	VRA	92335C106	5/22/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
STEVE MADDEN LTD	SHOO	556269108	5/23/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
BUCKLE INC	BKE	118440106	5/27/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Incentive Plan	Issuer	N
CHEVRON CORPORATION	CVX	166764100	5/28/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
PDL BIOPHARMA INC	PDLI	69329Y104	5/28/2014	Directors; Compensation; Appt. of Accounting Firm; Equity Incentive Plan	Issuer	N
AMERICAN EAGLE OUTFITTERS INC	AEO	02553E106	5/29/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Incentive Plan	Issuer	N
EXPONENT INC	EXPO	30214U102	5/29/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
RAYTHEON CO	RTN	755111507	5/29/2014	Directors; Compensation; Appt. of Accounting Firm; Lobbying	Issuer	N
AMERICAN RAILCAR INDUSTRIES	ARII	02916P103	6/3/2014	Directors	Issuer	N
CUBIST PHARMACEUTICALS INC	CBST	229678107	6/3/2014	Directors; Compensation; ESOP	Issuer	N
AMERICAN VANGUARD CORP	AVD	030371108	6/4/2014	Directors; Compensation; ESOP: Appt. of Accounting Firm	Issuer	N
BOSTON BEER COMPANY INC	SAM	100557107	6/4/2014	Compensation	Issuer	N
FTI CONSULTING INC	FCN	302941109	6/4/2014	Compensation; Appt. of Accounting Firm	Issuer	N
KAISER ALUMINUM CORP	KALU	483007704	6/4/2014	Directors; Compensation; Appt. of Accouting Firm	Issuer	N
LEAPFROG ENTERPRISES	LF	52186N106	6/4/2014	Compensation; Appt. of Accounting Firm	Issuer	N
WESTERN REFINING INC	WNR	959319104	6/4/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
FRANCESCAS HOLDINGS CORPORATION	FRAN	351793104	6/5/2014	Appt. of Accounting Firm	Issuer	N
GLOBUS MEDICAL INC	GMED	379577208	6/5/2014	Compensation; Appt. of Accounting Firm	Issuer	N
STARZ	STRZA	85571Q102	6/5/2014	Directors; Appt. of Accounting Firm	Issuer	N
ICU MEDICAL INC	ICUI	44930G107	6/9/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Incentive Plan	Issuer	N
BEST BUY COMPANY	BBY	086516101	6/10/2014	Directors; Compensation; Omnibus Plan; Appt. of Accounting Firm	Issuer	N
ENDO INTERNATIONAL	ENDP	G30401106	6/10/2014	Directors; Compensation; ESOP: Appt. of Accounting Firm	Issuer	N
PINNACLE FOODS INC	PF	72348P104	6/10/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
REVLON INC NEW	REV	761525609	6/10/2014	Compensation; Appt. of Accounting Firm	Issuer	N
EXPRESS INC	EXPR	30219E103	6/12/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
OUTERWALL INC	OUTR	690070107	6/12/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
TIME WARNER	TXW	887317303	6/13/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
CVR ENERGY INC	CVI	12662P108	6/17/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
PHARMERICA CORPORATION	PMC	71714F104	6/17/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
RPX CORPORATION	RPXC	74972G103	6/17/2014	Appt. of Accounting Firm	Issuer	N
GOLD RESOURCE CORP	GORO	38068T105	6/19/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
GAMESTOP CORP HOLDING COMPANY	GME	36467W109	6/24/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
NU SKIN ENTERPRISES INC	NUS	67018T105	6/24/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
CROWN MEDIA HOLDINGS INC	CRWN	228411104	6/25/2014	Directors; Compensation	Issuer	N
CHICOS FAS INC	CHS	168615102	6/26/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
UNITED THERAPEUTICS	UTHR	91307C102	6/26/2014	Directors; Compensation; Appt. of Accounting Firm; Bonus Plan	Issuer	N
SPECTRUM PHARMACEUTICALS INC	SPPI	84763A108	6/27/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N

BARROW ALL-CAP LONG/SHORT FUND 

Proxy Voting Record

July 1, 2013 - June 30, 2014

Issuer Name	Ticker Symbol	CUSIP	Shareholder Meeting Date	Brief Identification of the Matter Voted On	Proposed by Issuer or Security Holder?	Did the Fund Vote?	How did the Fund Cast its Vote? For, Against, Abstain	Did the Fund Vote For or Against Management?
AEROVIRONMENT	AVAV	008073108	10/4/2013	Directors; Appt. of Accounting Firm	Issuer	N
NATIONAL BEVERAGE CORP	FIZZ	635017106	10/11/2013	Directors	Issuer	N
THE HILLSHIRE BRANDS COMPANY	HSH	432589109	10/24/2013	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
RESOURCES CONNECTION	RECN	76122Q105	10/24/2013	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
CAREFUSION CORPORATION	CFN	14170T101	11/6/2013	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
MEREDITH CORPORATION	MDP	589433101	11/6/2013	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
COACH, INC	COH	189754104	11/7/2013	Directors; Compensation; Appt. of Accounting Firm; Annual Incentive Plan	Issuer	N
TOWERS WATSON & CO	TW	891894107	11/15/2013	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
LANCASTER COLONY CORPORATION	LANC	513847103	11/18/2013	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
DARLING INTERNATIONAL INC	DAR	237266101	11/26/2013	Amendment to Restated Certificate of Inc.	Issuer	N
MYRIAD GENETICS, INC	MYGN	62855J104	12/5/2013	Directors; Compensation; ESOP; Appt. of Accounting Firm	Issuer	N
ARTHOCARE CORPORATION	ARTC	043136100	12/12/2013	Director; Amend Certificate of Incorporation	Issuer	N
VILLAGE SUPER MARKET INC	VLGEA	927107409	12/13/2013	Directors; Appt. of Accounting Firm	Issuer	N
ACTUANT CORPORATION	ATU	00508X203	1/14/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
LINDSAY CORPORATION	LNN	535555106	1/27/2014	Directors; Compensation; Appt. of Accounting Firm; Umbrella Plan	Issuer	N
ENERGIZER HOLDINGS	ENR	29266R108	1/27/2014	Directors; Compensation; Appt. of Accounting Firm; Amend Certificate of Incorporation; Incentive Stock Plan	Issuer	N
SPECTRUM BRANDS HOLDINGS	SPB	84763R101	1/28/2014	Directors; Compensation; Omnibus Plan; Appt. of Accounting Firm	Issuer	N
OSHKOSH CORPORATION	OSK	688239201	2/4/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
GEOSPACE TECHNOLOGIES	GEOS	37364X109	2/6/2014	Directors; Compensation; Appt. of Accounting Firm; Long Term Incentive Plan	Issuer	N
CUBIC CORPORATION	CUB	229669106	2/18/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
DEERE & COMPANY	DE	244199105	2/26/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
JOY GLOBAL INC	JOY	481165108	3/4/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
AMERISOURCEBERGEN CORP	ABC	03073E105	3/6/2014	Directors; Compensation; Omnibus Plan; Appt. of Accounting Firm	Issuer	N
INTERNATIONAL GAME TECHNOLOGY	IGT	459902102	3/10/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
LYONDELLBASELL INDUSTRIES	LYB	N53745100	4/16/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
SONOCO PRODUCTS COMPANY	SON	835495102	4/16/2014	Directors; Compensation; Appt. of Accounting Firm; Long Term Incentive Plan	Issuer	N
C.R. BAIRD	BCR	067383109	4/16/2014	Directors; Compensation; Appt. of Accounting Firm; Long Term Incentive Plan	Issuer	N
VCA ANTECH, INC.	WOOF	918194101	4/21/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
AMN HEALTHCARE SERVICES	AHS	0017444101	4/23/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
OLIN CORPORATION	OLN	680665205	4/24/2014	Directors; Compensation; Appt. of Accounting Firm; Long Term Incentive Plan	Issuer	N
SCHWEITZER-MAUDUIT	SWM	808541106	4/24/2014	Directors; Compensation; Appt. of Accounting Firm; Annual Incentive Plan	Issuer	N
CROWN HOLDINGS, INC	CCK	228368106	4/24/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
PFIZER INC	PFE	717081103	4/24/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
LOCKHEED MARTIN CORPORATION	LMT	539830109	4/24/2014	Directors; Compensation; Appt. of Accounting Firm; Performance Incentive Plan	Issuer	N
ABBOTT LABORATORIES	ABT	002824100	4/25/2014	Directors; Compensation; Appt. of Accounting Firm; Lobbying	Issuer	N
CRANE CO	CR	224399105	4/28/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
SEABOARD CORPORATION	SEB	811543107	4/28/2014	Directors; Compensation; Appt. of Accounting Firm; Lobbying	Issuer	N
PACCAR INC	PCAR	693718108	4/29/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
SOUTHER COPPER CORP	SCCO	84265V105	4/29/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
TESORO CORPORATION	TSO	881609101	4/29/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
DIRECT TV	DTV	25490A309	4/29/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
VALMONT INDUSTRIES	VMI	920253101	4/29/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
NATIONAL CINEMEDIA	NCMI	635309107	4/30/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
MARATHON OIL CORP	MRO	565849106	4/30/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
MARATHON PETROLEUM CORPORATION	MPC	56585A102	4/30/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
USANA HEALTH SCIENCES	USNA	90328M107	4/30/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
DELUXE CORP	DLX	248019101	4/30/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
ST JUDE MEDICAL	STJ	790849103	5/1/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
HEALTHSOUTH CORP	HLS	421924309	5/1/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
GANNETT CO INC	GCI	364730101	5/1/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
KOPPERS HOLDINGS	KOP	50060P106	5/2/2014	Directors; Compensation; Appt. of Accounting Firm; Long Term Incentive Plan	Issuer	N
HURON CONSULTING GROUP	HURN	447462102	5/2/2014	Directors; Compensation; Omnibus Plan; Appt. of Accounting Firm	Issuer	N
DELEK US HOLDINGS	DK	246647101	5/6/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
STURM RUGER AND CO	RGR	864159108	5/6/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
WEIGHT WATCHERS	WTW	948626106	5/6/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
DUN AND BRADSTREET CORP	DNB	26483E100	5/7/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
MEDNAX INC	MD	58502B106	5/8/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
FORD MOTOR COMPANY	F	345370860	5/8/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Plan	Issuer	N
ABBVIE INC	ABBV	00287Y109	5/9/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
TUPPERWARE BRANDS	TUP	899896104	5/9/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
BABCOCK AND WILCOX COMPANY	BWC	05615F102	5/9/2014	Directors; Compensation; Appt. of Accounting Firm; Long Term Incentive Plan	Issuer	N
INTERVAL LEISURE GROUP	IILG	46113M108	5/12/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
LABORATORY CORP	LH	50540R409	5/14/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
HOLLYFRONTIER CORP	HFC	436106108	5/14/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
HARTE HANKS INC	HHS	416196103	5/14/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
CF INDUSTRIES HOLDINGS	CF	125269100	5/14/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
ALTRIA GROUP INC	MO	02209S103	5/14/2014	Directors; Compensation; Appt. of Accounting Firm; Lobbying	Issuer	N
DR PEPPER SNAPPLE GROUP	DPS	26138E109	5/15/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
KBR INC	KBR	48242W106	5/15/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
LORILLARD INC	LO	544147101	5/15/2014	Directors; Compensation; Appt. of Accounting Firm; Lobbying	Issuer	N
WESTLAKE CHEMICAL	WLK	960413102	5/16/2014	Directors; Compensation; Appt. of Accounting Firm; Amend Certificate of Formation	Issuer	N
VECTOR GROUP LTD	VGR	92240M108	5/16/2014	Directors; Compensation; Appt. of Accounting Firm; Management Incentive Plan	Issuer	N
GAP INC	GPS	364760108	5/20/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
CATO CORP	CATO	149205106	5/20/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
B AND G FOODS INC	BGS	05508R106	5/20/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
AMSURG CORPORATION	AMSG	03232P405	5/20/2014	Directors; Compensation; Appt. of Accounting Firm; Equity Incentive Plan	Issuer	N
NORTHROP GRUMMAN CORP HOLDINGS	NOC	666807102	5/21/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
FOOT LOCKER INC	FL	344849104	5/21/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Incentive Plan	Issuer	N
INGREDION INCORPORATED	INGR	457187102	5/21/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Incentive Plan	Issuer	N
QUEST DIAGNOSTICS	DGX	74834L100	5/21/2014	Directors; Compensation; Appt. of Accounting Firm; Amend Certificate of Incorporation	Issuer	N
ENGILITY HOLDINGS INC	EGL	29285W104	5/22/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
VERA BRADLEY	VRA	92335C106	5/22/2014	Directors; Compensation; Appt. of Accounting Firm	Issuer	N
ROBERT HALF INTERNATIONAL	RHI	770323103	5/22/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Incentive Plan	Issuer	N
BUCKLE INC	BKE	118440106	5/27/2014	Directors; Compensation; Appt. of Accounting Firm; Stock Incentive Plan	Issuer	N
FTI CONSULTING INC	FCN	302941109	6/4/2014	Compensation; Appt. of Accounting Firm	Issuer	N
KAISER ALUMINUM CORP	KALU	483007704	6/4/2014	Directors; Compensation; Appt. of Accouting Firm	Issuer	N
AMERICAN VANGUARD CORP	AVD	030371108	6/4/2014	Directors; Compensation; ESOP: Appt. of Accounting Firm	Issuer	N
ENDO INTERNATIONAL	ENDP	G30401106	6/10/2014	Directors; Compensation; ESOP: Appt. of Accounting Firm	Issuer	N
RPX CORPORATION	RPXC	74972G103	6/17/2014	Appt. of Accounting Firm	Issuer	N
CROWN MEDIA HOLDINGS INC	CRWN	228411104	6/25/2014	Directors; Compensation	Issuer	N

CINCINNATI ASSET MANAGEMENT FUNDS: BROAD MARKET STRATEGIC INCOME FUND - (CAMBX)

Proxy Voting Record

July 1, 2013 - June 30, 2014

The Fund held no securities entitled to vote at a meeting of shareholders during the reporting period (July 1, 2013 through June 30, 2014).

VFM STEADFAST FUND - (VFMSX)

Proxy Voting Record

July 1, 2013 - September 30, 2013 (Close of Fund)

The Fund held no securities entitled to vote at a meeting of shareholders during the reporting period (July 1, 2013 through September 30, 2013 (Close of Fund)).

WAVELENGTH INTEREST RATE NEUTRAL FUND - (WAVLX)

Proxy Voting Record

July 1, 2013 - June 30, 2014

The Fund held no securities entitled to vote at a meeting of shareholders during the reporting period (July 1, 2013 through June 30, 2014).