Aquila Three Peaks Opportunity Growth Fund N-PX Annual report of proxy voting record

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING OF REGISTERED MANAGEMENT

INVESTMENT COMPANY

Investment Company Act file number 811-8168

Aquila Three Peaks Opportunity Growth Fund

(formerly, Aquila Rocky Mountain Equity Fund)

 (Exact name of registrant as specified in charter)

380 Madison Avenue, New York, NY  10017

(Address of principal executive offices) (Zip code)

Joseph P. DiMaggio, Chief Financial Officer, and Treasurer

380 Madison Avenue, New York, NY 10017

(name and address of agent for service)

Registrant's telephone number, including area code:  212-697-6666

Date of fiscal year end:  December 31, 2012

Date of reporting period:  June 30, 2013

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 (subsections 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, D.C. 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. subsection 3507.

Item. 1 Proxy Voting Record

******************************* FORM N-PX REPORT *******************************

ICA File Number: 811-08168

Reporting Period: 07/01/2012 - 06/30/2013

Aquila Three Peaks Opportunity Growth Fund

================== Aquila Three Peaks Opportunity Growth Fund ==================

ACTAVIS, INC.
Ticker: ACT		Security ID: 00507K103
Meeting Date: MAY 10, 2013		Meeting Type: Annual
Record Date: MAR 15, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1a	Elect Director Jack Michelson		For	For	Management
1b	Elect Director Ronald R. Taylor		For	For	Management
1c	Elect Director Andrew L. Turner		For	For	Management
1d	Elect Director Paul M. Bisaro		For	For	Management
1e	Elect Director Christopher W. Bodine		For	For	Management
1f	Elect Director Michael J. Feldman		For	For	Management
1g	Elect Director Fred G. Weiss		For	For	Management
2	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
3	Ratify Auditors		For	For	Management
4	Stock Retention		Against	For	Shareholder

AMERICAN TOWER CORPORATION
Ticker: AMT		Security ID: 03027X100
Meeting Date: MAY 21, 2013		Meeting Type: Annual
Record Date: MAR 26, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1a	Elect Director Raymond P. Dolan		For	For	Management
1b	Elect Director Ronald M. Dykes		For	For	Management
1c	Elect Director Carolyn F. Katz		For	For	Management
1d	Elect Director Gustavo Lara Cantu		For	For	Management
1e	Elect Director JoAnn A. Reed		For	For	Management
1f	Elect Director Pamela D.A. Reeve		For	For	Management
1g	Elect Director David E. Sharbutt		For	For	Management
1h	Elect Director James D. Taiclet, Jr.		For	For	Management
1i	Elect Director Samme L. Thompson		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
4	Amend Right to Call Special Meeting		For	For	Management

AMERISTAR CASINOS, INC.
Ticker: ASCA		Security ID: 03070Q101
Meeting Date: APR 25, 2013		Meeting Type: Special
Record Date: MAR 22, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Approve Merger Agreement		For	For	Management
2	Advisory Vote on Golden Parachutes		For	Against	Management
3	Adjourn Meeting		For	For	Management

AMERISTAR CASINOS, INC.
Ticker: ASCA		Security ID: 03070Q101
Meeting Date: JUN 05, 2013		Meeting Type: Annual
Record Date: MAY 01, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Carl Brooks		For	For	Management
1.2	Elect Director Gordon R. Kanofsky		For	For	Management
1.3	Elect Director J. William Richardson		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation

B&G FOODS, INC.
Ticker: BGS		Security ID: 05508R106
Meeting Date: MAY 16, 2013		Meeting Type: Annual
Record Date: MAR 22, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert C. Cantwell		For	For	Management
1.2	Elect Director Cynthia T. Jamison		For	For	Management
1.3	Elect Director Charles F. Marcy		For	For	Management
1.4	Elect Director Dennis M. Mullen		For	For	Management
1.5	Elect Director Cheryl M. Palmer		For	For	Management
1.6	Elect Director Alfred Poe		For	For	Management
1.7	Elect Director Stephen C. Sherrill		For	For	Management
1.8	Elect Director David L. Wenner		For	For	Management
2	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
3	Amend Omnibus Stock Plan		For	For	Management
4	Ratify Auditors		For	For	Management

BALL CORPORATION
Ticker: BLL		Security ID: 058498106
Meeting Date: APR 24, 2013		Meeting Type: Annual
Record Date: MAR 01, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Hanno C. Fiedler		For	Withhold	Management
1.2	Elect Director John F. Lehman		For	Withhold	Management
1.3	Elect Director Georgia R. Nelson		For	Withhold	Management
2	Ratify Auditors		For	For	Management
3	Approve Omnibus Stock Plan		For	For	Management
4	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
5	Require a Majority Vote for the		Against	For	Shareholder
	Election of Directors

BERRY PLASTICS GROUP, INC.
Ticker: BERY		Security ID: 08579W103
Meeting Date: MAR 20, 2013		Meeting Type: Annual
Record Date: FEB 14, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Donald C. Graham		For	Withhold	Management
1.2	Elect Director David B. Heller		For	For	Management
1.3	Elect Director Carl J. (Rick)		For	For	Management
	Rickertsen
2	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
3	Advisory Vote on Say on Pay Frequency		Three	One Year	Management
			Years
4	Ratify Auditors		For	For	Management

BIO-RAD LABORATORIES, INC.
Ticker: BIO		Security ID: 090572207
Meeting Date: APR 23, 2013		Meeting Type: Annual
Record Date: FEB 28, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Louis Drapeau		For	Withhold	Management
1.2	Elect Director Albert J. Hillman		For	Withhold	Management
2	Ratify Auditors		For	For	Management

CHARTER COMMUNICATIONS, INC.
Ticker: CHTR		Security ID: 16117M305
Meeting Date: APR 30, 2013		Meeting Type: Annual
Record Date: MAR 01, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director W. Lance Conn		For	Withhold	Management
1.2	Elect Director Darren Glatt		For	For	Management

1.3	Elect Director Craig A. Jacobson	For	For	Management
1.4	Elect Director Bruce A. Karsh	For	For	Management
1.5	Elect Director Edgar Lee	For	For	Management
1.6	Elect Director Jeffrey A. Marcus	For	For	Management
1.7	Elect Director John D. Markley, Jr.	For	For	Management
1.8	Elect Director David C. Merritt	For	For	Management
1.9	Elect Director Stan Parker	For	For	Management
1.10	Elect Director Thomas M. Rutledge	For	For	Management
1.11	Elect Director Eric L. Zinterhofer	For	For	Management
2	Amend Omnibus Stock Plan	For	Against	Management
3	Ratify Auditors	For	For	Management

CINEMARK HOLDINGS, INC.
Ticker: CNK		Security ID: 17243V102
Meeting Date: MAY 23, 2013		Meeting Type: Annual
Record Date: APR 05, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Benjamin D. Chereskin		For	For	Management
1.2	Elect Director Lee Roy Mitchell		For	For	Management
1.3	Elect Director Raymond W. Syufy		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
4	Amend Omnibus Stock Plan		For	For	Management
5	Amend Executive Incentive Bonus Plan		For	For	Management

CONSTELLATION BRANDS, INC.
Ticker: STZ		Security ID: 21036P108
Meeting Date: JUL 27, 2012		Meeting Type: Annual
Record Date: MAY 29, 2012
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Barry A. Fromberg		For	For	Management
1.2	Elect Director Jeananne K. Hauswald		For	For	Management
1.3	Elect Director Paul L. Smith		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
4	Amend Executive Incentive Bonus Plan		For	For	Management
5	Amend Omnibus Stock Plan		For	For	Management
6	Approve Recapitalization Plan for all		Against	For	Shareholder
	Stock to have One-vote per Share
7	Adopt Multiple Performance Metrics		Against	For	Shareholder
	Under Executive Incentive Plans

CORRECTIONS CORPORATION OF AMERICA
Ticker: CXW		Security ID: 22025Y407
Meeting Date: MAY 16, 2013		Meeting Type: Annual
Record Date: MAR 18, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1a	Elect Director John D. Ferguson		For	For	Management
1b	Elect Director Damon T. Hininger		For	For	Management
1c	Elect Director Donna M. Alvarado		For	For	Management
1d	Elect Director William F. Andrews		For	For	Management
1e	Elect Director John D. Correnti		For	For	Management
1f	Elect Director Dennis W. DeConcini		For	For	Management
1g	Elect Director Robert J. Dennis		For	For	Management
1h	Elect Director John R. Horne		For	For	Management
1i	Elect Director C. Michael Jacobi		For	For	Management
1j	Elect Director Anne L. Mariucci		For	For	Management
1k	Elect Director Thurgood Marshall, Jr.		For	For	Management
1l	Elect Director Charles L. Overby		For	For	Management
1m	Elect Director John R. Prann, Jr.		For	For	Management
1n	Elect Director Joseph V. Russell		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
4	Amend Securities Transfer Restrictions		For	For	Management

COVANTA HOLDING CORPORATION
Ticker: CVA		Security ID: 22282E102
Meeting Date: MAY 16, 2013		Meeting Type: Annual
Record Date: MAR 19, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director David M. Barse		For	For	Management
1.2	Elect Director Ronald J. Broglio		For	For	Management
1.3	Elect Director Peter C.B. Bynoe		For	Withhold	Management
1.4	Elect Director Linda J. Fisher		For	For	Management
1.5	Elect Director Joseph M. Holsten		For	For	Management
1.6	Elect Director Anthony J. Orlando		For	For	Management
1.7	Elect Director William C. Pate		For	For	Management
1.8	Elect Director Robert S. Silberman		For	For	Management
1.9	Elect Director Jean Smith		For	For	Management
1.10	Elect Director Samuel Zell		For	For	Management
2	Ratify Auditors		For	For	Management

CROWN HOLDINGS, INC.
Ticker: CCK		Security ID: 228368106
Meeting Date: APR 25, 2013		Meeting Type: Annual
Record Date: MAR 05, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jenne K. Britell		For	For	Management
1.2	Elect Director John W. Conway		For	For	Management
1.3	Elect Director Arnold W. Donald		For	For	Management
1.4	Elect Director William G. Little		For	For	Management
1.5	Elect Director Hans J. Loliger		For	For	Management

1.6	Elect Director James H. Miller	For	For	Management
1.7	Elect Director Josef M. Muller	For	For	Management
1.8	Elect Director Thomas A. Ralph	For	For	Management
1.9	Elect Director Hugues du Rouret	For	For	Management
1.10	Elect Director Jim L. Turner	For	For	Management
1.11	Elect Director William S. Urkiel	For	For	Management
2	Ratify Auditors	For	For	Management
3	Approve Omnibus Stock Plan	For	For	Management
4	Advisory Vote to Ratify Named	For	Against	Management
	Executive Officers' Compensation

DENBURY RESOURCES INC.
Ticker: DNR		Security ID: 247916208
Meeting Date: MAY 22, 2013		Meeting Type: Annual
Record Date: MAR 28, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Wieland F. Wettstein		For	For	Management
1.2	Elect Director Michael L. Beatty		For	For	Management
1.3	Elect Director Michael B. Decker		For	For	Management
1.4	Elect Director Ronald G. Greene		For	For	Management
1.5	Elect Director Gregory L. McMichael		For	For	Management
1.6	Elect Director Kevin O. Meyers		For	For	Management
1.7	Elect Director Phil Rykhoek		For	For	Management
1.8	Elect Director Randy Stein		For	For	Management
1.9	Elect Director Laura A. Sugg		For	For	Management
2	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
3	Amend Nonqualified Employee Stock		For	For	Management
	Purchase Plan
4	Amend Omnibus Stock Plan		For	For	Management
5	Ratify Auditors		For	For	Management

DIRECTV
Ticker: DTV		Security ID: 25490A309
Meeting Date: MAY 02, 2013		Meeting Type: Annual
Record Date: MAR 04, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1a	Elect Director Neil Austrian		For	For	Management
1b	Elect Director Ralph Boyd, Jr.		For	For	Management
1c	Elect Director Abelardo Bru		For	For	Management
1d	Elect Director David Dillon		For	For	Management
1e	Elect Director Samuel DiPiazza, Jr.		For	For	Management
1f	Elect Director Dixon Doll		For	For	Management
1g	Elect Director Charles Lee		For	For	Management
1h	Elect Director Peter Lund		For	For	Management
1i	Elect Director Nancy Newcomb		For	For	Management
1j	Elect Director Lorrie Norrington		For	For	Management
1k	Elect Director Michael White		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management

	Executive Officers' Compensation
4	Pro-rata Vesting of Equity Awards	Against	For	Shareholder
5	Require Independent Board Chairman	Against	Against	Shareholder
6	Provide Right to Act by Written Consent	Against	For	Shareholder

DISH NETWORK CORPORATION
Ticker: DISH		Security ID: 25470M109
Meeting Date: MAY 02, 2013		Meeting Type: Annual
Record Date: MAR 07, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Joseph P. Clayton		For	Withhold	Management
1.2	Elect Director James DeFranco		For	Withhold	Management
1.3	Elect Director Cantey M. Ergen		For	Withhold	Management
1.4	Elect Director Charles W. Ergen		For	Withhold	Management
1.5	Elect Director Steven R. Goodbarn		For	For	Management
1.6	Elect Director Gary S. Howard		For	For	Management
1.7	Elect Director David K. Moskowitz		For	Withhold	Management
1.8	Elect Director Tom A. Ortolf		For	For	Management
1.9	Elect Director Carl E. Vogel		For	Withhold	Management
2	Ratify Auditors		For	For	Management
3	Amend Qualified Employee Stock		For	For	Management
	Purchase Plan

ECHOSTAR CORPORATION
Ticker: SATS		Security ID: 278768106
Meeting Date: MAY 01, 2013		Meeting Type: Annual
Record Date: MAR 07, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director R. Stanton Dodge		For	Withhold	Management
1.2	Elect Director Michael T. Dugan		For	Withhold	Management
1.3	Elect Director Charles W. Ergen		For	Withhold	Management
1.4	Elect Director Anthony M. Federico		For	For	Management
1.5	Elect Director Pradman P. Kaul		For	Withhold	Management
1.6	Elect Director Tom A. Ortolf		For	For	Management
1.7	Elect Director C. Michael Schroeder		For	For	Management
2	Ratify Auditors		For	For	Management
3	Other Business		For	Against	Management

EXPEDIA, INC.
Ticker: EXPE		Security ID: 30212P303
Meeting Date: JUN 18, 2013		Meeting Type: Annual
Record Date: APR 19, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director George (Skip) Battle		For	For	Management
1.2	Elect Director Pamela L. Coe		For	Withhold	Management

1.3	Elect Director Barry Diller	For	Withhold	Management
1.4	Elect Director Jonathan L. Dolgen	For	Withhold	Management
1.5	Elect Director Craig A. Jacobson	For	Withhold	Management
1.6	Elect Director Victor A. Kaufman	For	Withhold	Management
1.7	Elect Director Peter M. Kern	For	Withhold	Management
1.8	Elect Director Dara Khosrowshahi	For	Withhold	Management
1.9	Elect Director John C. Malone	For	Withhold	Management
1.10	Elect Director Jose A. Tazon	For	For	Management
2	Amend Omnibus Stock Plan	For	Against	Management
3	Approve Qualified Employee Stock	For	For	Management
	Purchase Plan
4	Ratify Auditors	For	For	Management

FIDELITY NATIONAL INFORMATION SERVICES, INC.
Ticker: FIS		Security ID: 31620M106
Meeting Date: MAY 29, 2013		Meeting Type: Annual
Record Date: APR 01, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1a	Elect Director Stephan A. James		For	For	Management
1b	Elect Director Frank R. Martire		For	For	Management
1c	Elect Director Gary A. Norcross		For	For	Management
1d	Elect Director James B. Stallings, Jr.		For	For	Management
2	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
3	Amend Omnibus Stock Plan		For	For	Management
4	Ratify Auditors		For	For	Management

FLEXTRONICS INTERNATIONAL LTD.
Ticker: FLEX		Security ID: Y2573F102
Meeting Date: AUG 30, 2012		Meeting Type: Annual/Special
Record Date: JUL 02, 2012
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1a	Reelect James A. Davidson as Director		For	For	Management
1b	Reelect William D. Watkins		as Director For	For	Management
2	Reelect Lay Koon Tan as Director		For	For	Management
3	Reappoint Auditors and Authorize Board		For	For	Management
	to Fix Their Remuneration
4	Approve Issuance of Shares without		For	For	Management
	Preemptive Rights
5	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
1	Authorize Share Repurchase Program		For	For	Management

GAYLORD ENTERTAINMENT COMPANY
Ticker: GET		Security ID: 367905106
Meeting Date: SEP 25, 2012		Meeting Type: Special
Record Date: AUG 08, 2012
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Approve Reorganization Plan		For	For	Management
2	Authorize the Potential Issuance of		For	For	Management
	Additional Common Stock in Compliance
	of Listing Rules
3	Adjourn Meeting		For	For	Management

GRAPHIC PACKAGING HOLDING COMPANY
Ticker: GPK		Security ID: 388689101
Meeting Date: MAY 22, 2013		Meeting Type: Annual
Record Date: MAR 25, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director George V. Bayly		For	For	Management
1.2	Elect Director David D. Campbell		For	For	Management
1.3	Elect Director Harold R. Logan, Jr.		For	For	Management
1.4	Elect Director David A. Perdue		For	For	Management

HALCON RESOURCES CORPORATION
Ticker: HK		Security ID: 40537Q209
Meeting Date: JAN 17, 2013		Meeting Type: Special
Record Date: DEC 10, 2012
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Approve Conversion of Securities		For	For	Management
2	Increase Authorized Common Stock		For	For	Management
3	Adjourn Meeting		For	For	Management

HALCON RESOURCES CORPORATION
Ticker: HK		Security ID: 40537Q209
Meeting Date: MAY 23, 2013		Meeting Type: Annual
Record Date: MAR 28, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director James L. Irish, III		For	For	Management
1.2	Elect Director Daniel A. Rioux		For	For	Management
1.3	Elect Director Stephen P. Smiley		For	For	Management
1.4	Elect Director Floyd C. Wilson		For	For	Management
2	Amend Omnibus Stock Plan		For	Against	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
4	Advisory Vote on Say on Pay Frequency		Three	One Year	Management
			Years
5	Approve Amendment to Certificate of		For	Against	Management
	Incorporation to Adopt Delaware as the
	Exclusive Forum for Certain Legal

	Actions
6	Ratify Auditors	For	For	Management

HCA HOLDINGS, INC.
Ticker: HCA		Security ID: 40412C101
Meeting Date: APR 24, 2013		Meeting Type: Annual
Record Date: MAR 01, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Richard M. Bracken		For	Withhold	Management
1.2	Elect Director R. Milton Johnson		For	Withhold	Management
1.3	Elect Director John P. Connaughton		For	Withhold	Management
1.4	Elect Director Kenneth W. Freeman		For	Withhold	Management
1.5	Elect Director Thomas F. Frist, III		For	Withhold	Management
1.6	Elect Director William R. Frist		For	Withhold	Management
1.7	Elect Director Christopher R. Gordon		For	Withhold	Management
1.8	Elect Director Jay O. Light		For	For	Management
1.9	Elect Director Geoffrey G. Meyers		For	For	Management
1.10	Elect Director Michael W. Michelson		For	Withhold	Management
1.11	Elect Director James C. Momtazee		For	Withhold	Management
1.12	Elect Director Stephen G. Pagliuca		For	Withhold	Management
1.13	Elect Director Wayne J. Riley		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation

HOST HOTELS & RESORTS, INC.
Ticker: HST		Security ID: 44107P104
Meeting Date: MAY 16, 2013		Meeting Type: Annual
Record Date: MAR 20, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Sheila C. Bair		For	For	Management
1.2	Elect Director Robert M. Baylis		For	For	Management
1.3	Elect Director Terence C. Golden		For	For	Management
1.4	Elect Director Ann M. Korologos		For	For	Management
1.5	Elect Director Richard E. Marriott		For	For	Management
1.6	Elect Director John B. Morse, Jr.		For	For	Management
1.7	Elect Director Walter C. Rakowich		For	For	Management
1.8	Elect Director Gordon H. Smith		For	For	Management
1.9	Elect Director W. Edward Walter		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation

IRON MOUNTAIN INCORPORATED
Ticker: IRM		Security ID: 462846106
Meeting Date: JUN 06, 2013		Meeting Type: Annual
Record Date: APR 12, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1a	Elect Director Ted R. Antenucci		For	For	Management
1b	Elect Director Clarke H. Bailey		For	For	Management
1c	Elect Director Kent P. Dauten		For	For	Management
1d	Elect Director Paul F. Deninger		For	For	Management
1e	Elect Director Per-Kristian Halvorsen		For	For	Management
1f	Elect Director Michael W. Lamach		For	For	Management
1g	Elect Director Arthur D. Little		For	For	Management
1h	Elect Director William L. Meaney		For	For	Management
1i	Elect Director Vincent J. Ryan		For	For	Management
1j	Elect Director Laurie A. Tucker		For	For	Management
1k	Elect Director Alfred J. Verrecchia		For	For	Management
2	Approve Qualified Employee Stock		For	For	Management
	Purchase Plan
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
4	Ratify Auditors		For	For	Management

LIBERTY INTERACTIVE CORPORATION
Ticker: LINTA		Security ID: 53071M104
Meeting Date: AUG 08, 2012		Meeting Type: Annual
Record Date: JUN 25, 2012
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Authorize a New Class of Common Stock		For	Against	Management
2	Adjourn Meeting		For	Against	Management
3.1	Elect Director Michael A. George		For	For	Management
3.2	Elect Director Gregory B. Maffei		For	For	Management
3.3	Elect Director M. Lavoy Robison		For	For	Management
4	Ratify Auditors		For	For	Management

LIBERTY INTERACTIVE CORPORATION
Ticker: LINTA		Security ID: 53071M104
Meeting Date: JUN 04, 2013		Meeting Type: Annual
Record Date: APR 10, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John C. Malone		For	For	Management
1.2	Elect Director M. Ian G. Gilchrist		For	Withhold	Management
1.3	Elect Director Andrea L. Wong		For	Withhold	Management
2	Approve Omnibus Stock Plan		For	Against	Management
3	Ratify Auditors		For	For	Management

LIBERTY INTERACTIVE CORPORATION
Ticker: LINTA		Security ID: 53071M880
Meeting Date: JUN 04, 2013		Meeting Type: Annual
Record Date: APR 10, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John C. Malone		For	For	Management
1.2	Elect Director M. Ian G. Gilchrist		For	Withhold	Management
1.3	Elect Director Andrea L. Wong		For	Withhold	Management
2	Approve Omnibus Stock Plan		For	Against	Management
3	Ratify Auditors		For	For	Management

LIBERTY MEDIA CORPORATION
Ticker: LMCA		Security ID: 530322106
Meeting Date: AUG 08, 2012		Meeting Type: Annual
Record Date: JUN 25, 2012
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Donne F. Fisher		For	For	Management
1.2	Elect Director Gregory B. Maffei		For	For	Management
1.3	Elect Director Andrea L. Wong		For	For	Management
2	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
3	Advisory Vote on Say on Pay Frequency		Three	One Year	Management
			Years
4	Approve Omnibus Stock Plan		For	Against	Management
5	Approve Non-Employee Director Omnibus		For	Against	Management
	Stock Plan
6	Ratify Auditors		For	For	Management

LIBERTY MEDIA CORPORATION
Ticker: LMCA		Security ID: 531229102
Meeting Date: JUN 04, 2013		Meeting Type: Annual
Record Date: APR 10, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John C. Malone		For	For	Management
1.2	Elect Director Robert R. Bennett		For	For	Management
1.3	Elect Director M. Ian G. Gilchrist		For	Withhold	Management
2	Approve Omnibus Stock Plan		For	Against	Management
3	Approve Non-Employee Director Omnibus		For	Against	Management
	Stock Plan
4	Ratify Auditors		For	For	Management

LIONS GATE ENTERTAINMENT CORP.
Ticker: LGF		Security ID: 535919203
Meeting Date: SEP 11, 2012		Meeting Type: Annual/Special
Record Date: JUL 23, 2012
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Norman Bacal		For	For	Management

1.2	Elect Director Michael Burns	For	For	Management
1.3	Elect Director Arthur Evrensel	For	Withhold	Management
1.4	Elect Director Jon Feltheimer	For	For	Management
1.5	Elect Director Frank Giustra	For	Withhold	Management
1.6	Elect Director Morley Koffman	For	For	Management
1.7	Elect Director Harald Ludwig	For	For	Management
1.8	Elect Director G. Scott Paterson	For	For	Management
1.9	Elect Director Mark H. Rachesky	For	For	Management
1.10	Elect Director Daryl Simm	For	For	Management
1.11	Elect Director Hardwick Simmons	For	For	Management
1.12	Elect Director Phyllis Yaffe	For	For	Management
2	Ratify Ernst & Young LLP as Auditors	For	For	Management
3	Advisory Vote to Ratify Named	For	For	Management
	Executive Officers' Compensation
4	Approve Omnibus Stock Plan	For	For	Management
5	Other Business	For	Against	Management

MYLAN INC.
Ticker: MYL		Security ID: 628530107
Meeting Date: MAY 24, 2013		Meeting Type: Annual
Record Date: MAR 22, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Heather Bresch		For	For	Management
1.2	Elect Director Wendy Cameron		For	For	Management
1.3	Elect Director Robert J. Cindrich		For	For	Management
1.4	Elect Director Robert J. Coury		For	For	Management
1.5	Elect Director Neil Dimick		For	For	Management
1.6	Elect Director Melina Higgins		For	For	Management
1.7	Elect Director Douglas J. Leech		For	For	Management
1.8	Elect Director Rajiv Malik		For	For	Management
1.9	Elect Director Joseph C. Maroon		For	For	Management
1.10	Elect Director Mark W. Parrish		For	For	Management
1.11	Elect Director Rodney L. Piatt		For	For	Management
1.12	Elect Director C.B. Todd		For	For	Management
1.13	Elect Director Randall L. (Pete)		For	For	Management
	Vanderveen
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	Against	Management
	Executive Officers' Compensation
4	Require Independent Board Chairman		Against	For	Shareholder

NATIONAL CINEMEDIA, INC.
Ticker: NCMI		Security ID: 635309107
Meeting Date: MAY 01, 2013		Meeting Type: Annual
Record Date: MAR 12, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Amy E. Miles		For	For	Management
1.2	Elect Director Lee Roy Mitchell		For	For	Management
1.3	Elect Director Craig R. Ramsey		For	For	Management
2	Approve Executive Incentive Bonus Plan		For	For	Management

3	Advisory Vote to Ratify Named	For	For	Management
	Executive Officers' Compensation
4	Amend Omnibus Stock Plan	For	For	Management
5	Ratify Auditors	For	For	Management
6	Require a Majority Vote for the	Against	For	Shareholder
	Election of Directors

NIELSEN HOLDINGS N.V.
Ticker: NLSN		Security ID: N63218106
Meeting Date: MAY 07, 2013		Meeting Type: Annual
Record Date: APR 09, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Adopt Financial Statements and		For	For	Management
	Statutory Reports
2	Approve Discharge of Board of Directors For			For	Management
3a	Elect Director David L. Calhoun		For	Against	Management
3b	Elect Director James A. Attwood, Jr.		For	Against	Management
3c	Elect Director Richard J. Bressler		For	Against	Management
3d	Elect Director Patrick Healy		For	Against	Management
3e	Elect Director Karen M. Hoguet		For	For	Management
3f	Elect Director James M. Kilts		For	Against	Management
3g	Elect Director Alexander Navab		For	Against	Management
3h	Elect Director Robert Pozen		For	For	Management
3i	Elect Director Vivek Ranadive		For	Against	Management
3j	Elect Director Robert Reid		For	Against	Management
3k	Elect Director Javier G. Teruel		For	For	Management
4	Ratify Ernst & Young LLP as Auditors		For	For	Management
5	Appoint Ernst and Young Accountants		For	For	Management
	LLP to Audit the Dutch Statutory
	Annual Accounts
6	Amend Omnibus Stock Plan		For	For	Management
7	Authorize Repurchase of Up to 10		For	For	Management
	Percent of Issued Share Capital
8	Advisory Vote to Approve Remuneration		For	For	Management
	of Executives

NXP SEMICONDUCTORS NV
Ticker: NXPI		Security ID: N6596X109
Meeting Date: MAY 30, 2013		Meeting Type: Annual
Record Date: MAY 02, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Open Meeting		None	None	Management
2a	Adopt Financial Statements and		For	For	Management
	Statutory Reports
2b	Receive Explanation on Company's		None	None	Management
	Reserves and Dividend Policy
2c	Approve Discharge of Board of Directors For			For	Management
3a	Elect R.L. Clemmer as Director		For	For	Management
3b	Elect Peter Bonfield as Director		For	For	Management
3c	Elect J.P. Huth as Director		For	Against	Management

3d	Elect E. Durban as Director	For	Against	Management
3e	Elect K.A. Goldman as Director	For	For	Management
3f	Elect J. Kaeser as Director	For	For	Management
3g	Elect I. Loring as Director	For	Against	Management
3h	Elect M. Plantevin as Director	For	Against	Management
3i	Elect V. Bhatia as Director	For	For	Management
3j	Elect R. MacKenzie as Director	For	Against	Management
3k	Elect Jean-Pierre Saad as Director	For	Against	Management
4	Authorize Repurchase of Up to 50	For	Against	Management
	Percent of Issued Share Capital
5	Other Business (Non-Voting)	None	None	Management

PVH CORP.
Ticker: PVH		Security ID: 693656100
Meeting Date: JUN 20, 2013		Meeting Type: Annual
Record Date: APR 23, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Mary Baglivo		For	For	Management
1.2	Elect Director Emanuel Chirico		For	For	Management
1.3	Elect Director Juan R. Figuereo		For	For	Management
1.4	Elect Director Joseph B. Fuller		For	For	Management
1.5	Elect Director Fred Gehring		For	For	Management
1.6	Elect Director Margaret L. Jenkins		For	For	Management
1.7	Elect Director Bruce Maggin		For	For	Management
1.8	Elect Director V. James Marino		For	For	Management
1.9	Elect Director Helen McCluskey		For	For	Management
1.10	Elect Director Henry Nasella		For	For	Management
1.11	Elect Director Rita M. Rodriguez		For	For	Management
1.12	Elect Director Craig Rydin		For	For	Management
2	Approve Executive Incentive Bonus Plan		For	For	Management
3	Approve Executive Incentive Bonus Plan		For	For	Management
4	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
5	Ratify Auditors		For	For	Management

REGAL ENTERTAINMENT GROUP
Ticker: RGC		Security ID: 758766109
Meeting Date: MAY 08, 2013		Meeting Type: Annual
Record Date: MAR 13, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Thomas D. Bell, Jr.		For	For	Management
1.2	Elect Director David H. Keyte		For	For	Management
1.3	Elect Director Amy E. Miles		For	For	Management
1.4	Elect Director Lee M. Thomas		For	For	Management
2	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
3	Amend Bundled Compensation Plans		For	For	Management
4	Ratify Auditors		For	For	Management

REPUBLIC SERVICES, INC.
Ticker: RSG		Security ID: 760759100
Meeting Date: MAY 09, 2013		Meeting Type: Annual
Record Date: MAR 12, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1a	Elect Director James W. Crownover		For	For	Management
1b	Elect Director William J. Flynn		For	For	Management
1c	Elect Director Michael Larson		For	For	Management
1d	Elect Director Nolan Lehmann		For	For	Management
1e	Elect Director W. Lee Nutter		For	For	Management
1f	Elect Director Ramon A. Rodriguez		For	For	Management
1g	Elect Director Donald W. Slager		For	For	Management
1h	Elect Director Allan C. Sorensen		For	For	Management
1i	Elect Director John M. Trani		For	For	Management
1j	Elect Director Michael W. Wickham		For	For	Management
2	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
3	Ratify Auditors		For	For	Management
4	Amend Omnibus Stock Plan		For	For	Management
5	Adopt a Policy in which the Company		Against	For	Shareholder
	will not Make or Promise to Make Any
	Death Benefit Payments to Senior
	Executives
6	Report on Political Contributions		Against	Against	Shareholder

RYMAN HOSPITALITY PROPERTIES, INC.
Ticker: RHP		Security ID: 78377T107
Meeting Date: MAY 09, 2013		Meeting Type: Annual
Record Date: MAR 20, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Michael J. Bender		For	Against	Management
1.2	Elect Director E. K. Gaylord, II		For	For	Management
1.3	Elect Director Ralph Horn		For	For	Management
1.4	Elect Director Ellen Levine		For	For	Management
1.5	Elect Director Robert S. Prather, Jr.		For	For	Management
1.6	Elect Director Colin V. Reed		For	For	Management
1.7	Elect Director Michael D. Rose		For	For	Management
1.8	Elect Director Michael I. Roth		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation

SEALED AIR CORPORATION
Ticker: SEE		Security ID: 81211K100
Meeting Date: MAY 16, 2013		Meeting Type: Annual
Record Date: MAR 18, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1	Elect Director Hank Brown		For	For	Management
2	Elect Director Michael Chu		For	For	Management
3	Elect Director Lawrence R. Codey		For	For	Management
4	Elect Director Patrick Duff		For	For	Management
5	Elect Director William V. Hickey		For	For	Management
6	Elect Director Jacqueline B. Kosecoff		For	For	Management
7	Elect Director Kenneth P. Manning		For	For	Management
8	Elect Director William J. Marino		For	For	Management
9	Elect Director Jerome A. Peribere		For	For	Management
10	Elect Director Richard L. Wambold		For	For	Management
11	Elect Director Jerry R. Whitaker		For	For	Management
12	Amend Restricted Stock Plan		For	For	Management
13	Amend Executive Incentive Bonus Plan		For	For	Management
14	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
15	Ratify Auditors		For	For	Management

SENSATA TECHNOLOGIES HOLDING N.V.
Ticker: 9ST		Security ID: N7902X106
Meeting Date: MAY 22, 2013		Meeting Type: Annual
Record Date: APR 24, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Thomas Wroe, Jr. as Director		For	For	Management
1.2	Elect Martha Sullivan as Director		For	For	Management
1.3	Elect Lewis B. Campbell as Director		For	For	Management
1.4	Elect Paul Edgerley as Director		For	For	Management
1.5	Elect Michael J. Jacobson as Director		For	For	Management
1.6	Elect John Lewis as Director		For	For	Management
1.7	Elect Charles W. Peffer as Director		For	For	Management
1.8	Elect Kirk P. Pond as Director		For	For	Management
1.9	Elect Michael Ward as Director		For	For	Management
1.10	Elect Stephen Zide as Director		For	For	Management
2	Ratify Ernst & Young LLP as Auditors		For	For	Management
3	Approve Financial Statements and		For	For	Management
	Statutory Reports for Fiscal Year 2012
4	Approve Discharge of Board		For	For	Management
5	Approve Remuneration of Supervisory		For	Against	Management
	Board
6	Grant Board Authority to Repurchase		For	For	Management
	Shares
7	Amend Omnibus Stock Plan		For	For	Management

SERVICE CORPORATION INTERNATIONAL
Ticker: SCI		Security ID: 817565104
Meeting Date: MAY 08, 2013		Meeting Type: Annual
Record Date: MAR 12, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Alan R. Buckwalter		For	For	Management
1.2	Elect Director Victor L. Lund		For	For	Management

1.3	Elect Director John W. Mecom, Jr.	For	For	Management
2	Ratify Auditors	For	For	Management
3	Advisory Vote to Ratify Named	For	For	Management
	Executive Officers' Compensation

SILGAN HOLDINGS INC.
Ticker: SLGN		Security ID: 827048109
Meeting Date: JUN 03, 2013		Meeting Type: Annual
Record Date: APR 19, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director R. Philip Silver		For	Withhold	Management
1.2	Elect Director William C. Jennings		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation

SPX CORPORATION
Ticker: SPW		Security ID: 784635104
Meeting Date: MAY 02, 2013		Meeting Type: Annual
Record Date: MAR 11, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Terry S. Lisenby		For	For	Management
1.2	Elect Director David V. Singer		For	For	Management
2	Advisory Vote to Ratify Named		For	Against	Management
	Executive Officers' Compensation
3	Declassify the Board of Directors		For	For	Management
4	Ratify Auditors		For	For	Management

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
Ticker: HOT		Security ID: 85590A401
Meeting Date: MAY 30, 2013		Meeting Type: Annual
Record Date: APR 03, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Frits van Paasschen		For	For	Management
1.2	Elect Director Bruce W. Duncan		For	For	Management
1.3	Elect Director Adam M. Aron		For	For	Management
1.4	Elect Director Charlene Barshefsky		For	For	Management
1.5	Elect Director Thomas E. Clarke		For	For	Management
1.6	Elect Director Clayton C. Daley, Jr.		For	For	Management
1.7	Elect Director Lizanne Galbreath		For	For	Management
1.8	Elect Director Eric Hippeau		For	For	Management
1.9	Elect Director Aylwin B. Lewis		For	For	Management
1.10	Elect Director Stephen R. Quazzo		For	For	Management
1.11	Elect Director Thomas O. Ryder		For	For	Management
2	Advisory Vote to Ratify Named		For	For	Management

	Executive Officers' Compensation
3	Approve Omnibus Stock Plan	For	For	Management
4	Ratify Auditors	For	For	Management

STARZ
Ticker: STRZA		Security ID: 85571Q102
Meeting Date: JUN 06, 2013		Meeting Type: Annual
Record Date: APR 17, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gregory B. Maffei		For	Withhold	Management
1.2	Elect Director Irving L. Azoff		For	For	Management
1.3	Elect Director Susan M. Lyne		For	For	Management
2	Advisory Vote to Ratify Named		For	Against	Management
	Executive Officers' Compensation
3	Advisory Vote on Say on Pay Frequency		Three	One Year	Management
			Years
4	Amend Charter to Recapitalize the		For	For	Management
	Company by Deleting Provisions
	Relating to the Company's Capital and
	Starz Tracking Stock Groups
5	Authorize a New Class of Common Stock		For	For	Management
6	Reclassify Each Share of Each Series		For	For	Management
	of the Company's Existing Liberty
	Capital Common Stock Into One Share of
	the Corresponding Series of the
	Company's Common Stock
7	Amend Charter to Make Certain		For	For	Management
	Conforming Changes that Will be
	Necessary as a Result of the Charter
	Proposals
8	Ratify Auditors		For	For	Management

STEWART ENTERPRISES, INC.
Ticker: STEI		Security ID: 860370105
Meeting Date: APR 18, 2013		Meeting Type: Annual
Record Date: FEB 19, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director John B. Elstrott, Jr.		For	For	Management
1.2	Elect Director Thomas M. Kitchen		For	For	Management
1.3	Elect Director Alden J. McDonald, Jr.		For	For	Management
1.4	Elect Director Ronald H. Patron		For	For	Management
1.5	Elect Director Ashton J. Ryan, Jr.		For	For	Management
1.6	Elect Director John K. Saer, Jr.		For	For	Management
1.7	Elect Director Frank B. Stewart, Jr.		For	Withhold	Management
2	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
3	Ratify Auditors		For	For	Management

SUPERIOR ENERGY SERVICES, INC.
Ticker: SPN		Security ID: 868157108
Meeting Date: JUN 06, 2013		Meeting Type: Annual
Record Date: APR 19, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Harold J. Bouillion		For	For	Management
1.2	Elect Director Enoch L. Dawkins		For	For	Management
1.3	Elect Director David D. Dunlap		For	For	Management
1.4	Elect Director James M. Funk		For	For	Management
1.5	Elect Director Terence E. Hall		For	For	Management
1.6	Elect Director Ernest E. 'Wyn' Howard,		For	For	Management
	III
1.7	Elect Director Peter D. Kinnear		For	For	Management
1.8	Elect Director Michael M. McShane		For	For	Management
1.9	Elect Director W. Matt Ralls		For	For	Management
1.10	Elect Director Justin L. Sullivan		For	For	Management
2	Advisory Vote to Ratify Named		For	Against	Management
	Executive Officers' Compensation
3	Approve Omnibus Stock Plan		For	For	Management
4	Approve Qualified Employee Stock		For	For	Management
	Purchase Plan
5	Amend Stock Ownership Limitations		For	For	Management
6	Ratify Auditors		For	For	Management

TELEFLEX INCORPORATED
Ticker: TFX		Security ID: 879369106
Meeting Date: MAY 03, 2013		Meeting Type: Annual
Record Date: MAR 04, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1a	Elect Director Patricia C. Barron		For	For	Management
1b	Elect Director W. Kim Foster		For	For	Management
1c	Elect Director Jeffrey A. Graves		For	For	Management
1d	Elect Director James W. Zug		For	For	Management
2	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
3	Ratify Auditors		For	For	Management

THE COOPER COMPANIES, INC.
Ticker: COO		Security ID: 216648402
Meeting Date: MAR 21, 2013		Meeting Type: Annual
Record Date: JAN 25, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director A. Thomas Bender		For	For	Management
1.2	Elect Director Michael H. Kalkstein		For	For	Management
1.3	Elect Director Jody S. Lindell		For	For	Management
1.4	Elect Director Gary S. Petersmeyer		For	For	Management
1.5	Elect Director Donald Press		For	For	Management

1.6	Elect Director Steven Rosenberg	For	For	Management
1.7	Elect Director Allan E. Rubenstein	For	For	Management
1.8	Elect Director Robert S. Weiss	For	For	Management
1.9	Elect Director Stanley Zinberg	For	For	Management
2	Ratify Auditors	For	For	Management
3	Advisory Vote to Ratify Named	For	For	Management
	Executive Officers' Compensation

THE GEO GROUP, INC.
Ticker: GEO		Security ID: 36159R103
Meeting Date: MAY 07, 2013		Meeting Type: Annual
Record Date: MAR 14, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Clarence E. Anthony		For	For	Management
1.2	Elect Director Norman A. Carlson		For	For	Management
1.3	Elect Director Anne N. Foreman		For	For	Management
1.4	Elect Director Richard H. Glanton		For	For	Management
1.5	Elect Director Christopher C. Wheeler		For	For	Management
1.6	Elect Director George C. Zoley		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	Against	Management
	Executive Officers' Compensation
4	Report on Lobbying Payments and Policy		Against	For	Shareholder
5	Other Business		For	Against	Management

THE MANITOWOC COMPANY, INC.
Ticker: MTW		Security ID: 563571108
Meeting Date: MAY 07, 2013		Meeting Type: Annual
Record Date: FEB 28, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Joan K. Chow		For	For	Management
1.2	Elect Director Kenneth W. Krueger		For	For	Management
1.3	Elect Director Robert C. Stift		For	For	Management
2	Approve Omnibus Stock Plan		For	For	Management
3	Adopt Majority Voting for Uncontested		For	For	Management
	Election of Directors
4	Ratify Auditors		For	For	Management
5	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation

TREEHOUSE FOODS, INC.
Ticker: THS		Security ID: 89469A104
Meeting Date: APR 25, 2013		Meeting Type: Annual
Record Date: MAR 05, 2013
# Proposal			Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director George V. Bayly		For	For	Management
1.2	Elect Director Diana S. Ferguson		For	For	Management
1.3	Elect Director Gary D. Smith		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation

TW TELECOM INC.
Ticker: TWTC		Security ID: 87311L104
Meeting Date: JUN 07, 2013		Meeting Type: Annual
Record Date: APR 10, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Gregory J. Attorri		For	For	Management
1.2	Elect Director Spencer B. Hays		For	For	Management
1.3	Elect Director Larissa L. Herda		For	For	Management
1.4	Elect Director Kevin W. Mooney		For	For	Management
1.5	Elect Director Kirby G. Pickle		For	For	Management
1.6	Elect Director Roscoe C. Young, II		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
4	Require Independent Board Chairman		Against	For	Shareholder

UNITED RENTALS, INC.
Ticker: URI		Security ID: 911363109
Meeting Date: MAY 08, 2013		Meeting Type: Annual
Record Date: MAR 11, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jenne K. Britell		For	For	Management
1.2	Elect Director Jose B. Alvarez		For	For	Management
1.3	Elect Director Bobby J. Griffin		For	For	Management
1.4	Elect Director Michael J. Kneeland		For	For	Management
1.5	Elect Director Pierre E. Leroy		For	For	Management
1.6	Elect Director Singleton B. McAllister		For	For	Management
1.7	Elect Director Brian D. McAuley		For	For	Management
1.8	Elect Director John S. McKinney		For	For	Management
1.9	Elect Director James H. Ozanne		For	For	Management
1.10	Elect Director Jason D. Papastavrou		For	For	Management
1.11	Elect Director Filippo Passerini		For	For	Management
1.12	Elect Director Donald C. Roof		For	For	Management
1.13	Elect Director Keith Wimbush		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation

VALEANT PHARMACEUTICALS INTERNATIONAL, INC.

Ticker: VRX		Security ID: 91911K102
Meeting Date: MAY 21, 2013		Meeting Type: Annual
Record Date: APR 03, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1a	Elect Director Ronald H. Farmer		For	For	Management
1b	Elect Director Robert A. Ingram		For	For	Management
1c	Elect Director Theo Melas-Kyriazi		For	For	Management
1d	Elect Director G. Mason Morfit		For	For	Management
1e	Elect Director Laurence E. Paul		For	For	Management
1f	Elect Director J. Michael Pearson		For	For	Management
1g	Elect Director Robert N. Power		For	For	Management
1h	Elect Director Norma A. Provencio		For	For	Management
1i	Elect Director Howard B. Schiller		For	For	Management
1j	Elect Director Lloyd M. Segal		For	For	Management
1k	Elect Director Katharine B. Stevenson		For	For	Management
2	Advisory Vote on Executive		For	For	Management
	Compensation Approach
3	Ratify PricewaterhouseCoopers LLP as		For	For	Management
	Auditors
4	Approve Continuance of Company [CBCA		For	Against	Management
	to BCBCA]

VIASAT, INC.
Ticker: VSAT		Security ID: 92552V100
Meeting Date: SEP 20, 2012		Meeting Type: Annual
Record Date: JUL 23, 2012
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Robert Johnson		For	For	Management
1.2	Elect Director John Stenbit		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
4	Amend Omnibus Stock Plan		For	For	Management

WHITING PETROLEUM CORPORATION
Ticker: WLL		Security ID: 966387102
Meeting Date: MAY 07, 2013		Meeting Type: Annual
Record Date: MAR 12, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Thomas L. Aller		For	For	Management
1.2	Elect Director Michael B. Walen		For	For	Management
2	Approve Omnibus Stock Plan		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
4	Ratify Auditors		For	For	Management

WOLVERINE WORLD WIDE, INC.
Ticker: WWW		Security ID: 978097103
Meeting Date: APR 18, 2013		Meeting Type: Annual
Record Date: MAR 01, 2013
#	Proposal		Mgt Rec	Vote Cast	Sponsor
1.1	Elect Director Jeffrey M. Boromisa		For	For	Management
1.2	Elect Director David T. Kollat		For	For	Management
1.3	Elect Director Timothy J. O'Donovan		For	For	Management
2	Ratify Auditors		For	For	Management
3	Advisory Vote to Ratify Named		For	For	Management
	Executive Officers' Compensation
4	Approve Omnibus Stock Plan		For	For	Management

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

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.

AQUILA THREE PEAKS OPPORTUNTIY GROWTH FUND

/s/  Diana P. Herrmann

Diana P. Herrmann

President and Trustee

July 26, 2013

/s/  Joseph P. DiMaggio

Joseph P. DiMaggio

Chief Financial Officer and Treasurer

July 26, 2013