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:                    811-09333

Exact name of registrant as specified in charter:
                            Oppenheimer Main Street Small- & Mid-Cap Fund

Address of principal executive offices:             6803 South Tucson Way
                                               Centennial, CO 80112-3924

Name and address of agent for service:                 Arthur S. Gabinet,
                               Executive Vice President & General Counsel
                                        OFI Global Asset Management, Inc.
                                               Two World Financial Center
                                                       225 Liberty Street
                                                  New York, NY 10281-1008

Registrant's telephone number, including area code:
                                                             303-768-3200

Date of fiscal year end:                                            6/30

Date of reporting period:                           07/01/2012-06/30/2013

Item 1.

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

ICA File Number: 811-09333
Reporting Period: 07/01/2012 - 06/30/2013
Oppenheimer Main Street Small- & Mid-Cap Fund









================ Oppenheimer Main Street Small- & Mid-Cap Fund =================


A. SCHULMAN, INC.

Ticker:       SHLM           Security ID:  808194104
Meeting Date: DEC 13, 2012   Meeting Type: Annual
Record Date:  OCT 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eugene R. Allspach       For       For          Management
1.2   Elect Director Gregory T. Barmore       For       For          Management
1.3   Elect Director David G. Birney          For       For          Management
1.4   Elect Director Howard R. Curd           For       For          Management
1.5   Elect Director Joseph M. Gingo          For       For          Management
1.6   Elect Director Michael A. McManus, Jr.  For       For          Management
1.7   Elect Director Lee D. Meyer             For       For          Management
1.8   Elect Director James A. Mitarotonda     For       For          Management
1.9   Elect Director Ernest J. Novak, Jr.     For       For          Management
1.10  Elect Director lrvin D. Reid            For       For          Management
1.11  Elect Director John B. Yasinsky         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ACETO CORPORATION

Ticker:       ACET           Security ID:  004446100
Meeting Date: DEC 06, 2012   Meeting Type: Annual
Record Date:  OCT 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Albert L. Eilender       For       For          Management
1.2   Elect Director Robert A. Wiesen         For       For          Management
1.3   Elect Director Hans C. Noetzli          For       For          Management
1.4   Elect Director William N. Britton       For       For          Management
1.5   Elect Director Richard P. Randall       For       For          Management
1.6   Elect Director Salvatore Guccione       For       For          Management
1.7   Elect Director Natasha Giordano         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management


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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


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ACTUANT CORPORATION

Ticker:       ATU            Security ID:  00508X203
Meeting Date: JAN 15, 2013   Meeting Type: Annual
Record Date:  NOV 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert C. Arzbaecher     For       For          Management
1.2   Elect Director Gurminder S. Bedi        For       For          Management
1.3   Elect Director Gustav H.P. Boel         For       For          Management
1.4   Elect Director Thomas J. Fischer        For       For          Management
1.5   Elect Director William K. Hall          For       For          Management
1.6   Elect Director R. Alan Hunter, Jr.      For       For          Management
1.7   Elect Director Robert A. Peterson       For       For          Management
1.8   Elect Director Holly A. Van Deursen     For       For          Management
1.9   Elect Director Dennis K. Williams       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Ratify Auditors                         For       For          Management


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ACXIOM CORPORATION

Ticker:       ACXM           Security ID:  005125109
Meeting Date: AUG 16, 2012   Meeting Type: Annual
Record Date:  JUN 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John L. Battelle         For       For          Management
2     Elect Director Ann Die Hasselmo         For       For          Management
3     Elect Director William J. Henderson     For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management


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AECOM TECHNOLOGY CORPORATION

Ticker:       ACM            Security ID:  00766T100
Meeting Date: MAR 07, 2013   Meeting Type: Annual
Record Date:  JAN 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John M. Dionisio         For       For          Management
1.2   Elect Director Robert J. Lowe           For       For          Management
1.3   Elect Director William P. Rutledge      For       For          Management
1.4   Elect Director Daniel R. Tishman        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AGCO CORPORATION

Ticker:       AGCO           Security ID:  001084102
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director P. George Benson         For       For          Management
1.2   Elect Director Wolfgang Deml            For       For          Management
1.3   Elect Director Luiz F. Furlan           For       For          Management
1.4   Elect Director George E. Minnich        For       For          Management
1.5   Elect Director Martin H. Richenhagen    For       For          Management
1.6   Elect Director Gerald L. Shaheen        For       For          Management
1.7   Elect Director Mallika Srinivasan       For       For          Management
1.8   Elect Director Hendrikus Visser         For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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AMDOCS LIMITED

Ticker:       DOX            Security ID:  G02602103
Meeting Date: JUL 31, 2012   Meeting Type: Special
Record Date:  JUN 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Dividends                       For       For          Management


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AMERIGON INCORPORATED

Ticker:       THRM           Security ID:  03070L300
Meeting Date: SEP 05, 2012   Meeting Type: Special
Record Date:  JUL 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Change Company Name                     For       For          Management


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AMERIGROUP CORPORATION

Ticker:       AGP            Security ID:  03073T102
Meeting Date: OCT 23, 2012   Meeting Type: Special
Record Date:  AUG 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management
3     Advisory Vote on Golden Parachutes      For       For          Management


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AMTRUST FINANCIAL SERVICES, INC.

Ticker:       AFSI           Security ID:  032359309
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald T. DeCarlo        For       For          Management
1.2   Elect Director Susan C. Fisch           For       For          Management
1.3   Elect Director Abraham Gulkowitz        For       For          Management
1.4   Elect Director George Karfunkel         For       For          Management
1.5   Elect Director Michael Karfunkel        For       Withhold     Management
1.6   Elect Director Jay J. Miller            For       For          Management
1.7   Elect Director Barry D. Zyskind         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Increase Authorized Common Stock        For       For          Management


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APPLIED INDUSTRIAL TECHNOLOGIES, INC.

Ticker:       AIT            Security ID:  03820C105
Meeting Date: OCT 23, 2012   Meeting Type: Annual
Record Date:  AUG 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter A. Dorsman         For       For          Management
1.2   Elect Director J. Michael Moore         For       For          Management
1.3   Elect Director Vincent K. Petrella      For       For          Management
1.4   Elect Director Jerry Sue Thornton       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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AQUA AMERICA, INC.

Ticker:       WTR            Security ID:  03836W103
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nick DeBenedictis        For       For          Management
1.2   Elect Director Richard Glanton          For       For          Management
1.3   Elect Director Lon Greenberg            For       For          Management
1.4   Elect Director William Hankowsky        For       For          Management
1.5   Elect Director Wendell Holland          For       For          Management
1.6   Elect Director Andrew Sordoni, III      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Policy on Human Right to Water    Against   Abstain      Shareholder


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ARUBA NETWORKS, INC.

Ticker:       ARUN           Security ID:  043176106
Meeting Date: NOV 29, 2012   Meeting Type: Annual
Record Date:  OCT 08, 2012

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


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ASCENA RETAIL GROUP, INC.

Ticker:       ASNA           Security ID:  04351G101
Meeting Date: DEC 11, 2012   Meeting Type: Annual
Record Date:  OCT 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Usdan               For       For          Management
1.2   Elect Director Randy L. Pearce          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


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ASSISTED LIVING CONCEPTS, INC.

Ticker:       ALC            Security ID:  04544X300
Meeting Date: JUL 02, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Laurie A. Bebo -         None      None         Management
      WITHDRAWN
1.2   Elect Director Alan Bell                For       For          Management
1.3   Elect Director Derek H.L. Buntain       For       For          Management
1.4   Elect Director David J. Hennigar        For       Withhold     Management
1.5   Elect Director Malen S. Ng              For       For          Management
1.6   Elect Director Melvin A. Rhinelander    For       For          Management
1.7   Elect Director Charles H. Roadman, II   For       For          Management
1.8   Elect Director Michael J. Spector       For       For          Management
2     Ratify Auditors                         For       For          Management


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AVNET, INC.

Ticker:       AVT            Security ID:  053807103
Meeting Date: NOV 02, 2012   Meeting Type: Annual
Record Date:  SEP 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Veronica Biggins      For       For          Management
1.2   Elect Director Michael A. Bradley       For       For          Management
1.3   Elect Director R. Kerry Clark           For       For          Management
1.4   Elect Director Richard Hamada           For       For          Management
1.5   Elect Director James A. Lawrence        For       For          Management
1.6   Elect Director Frank R. Noonan          For       For          Management
1.7   Elect Director Ray M. Robinson          For       Withhold     Management
1.8   Elect Director William H. Schumann III  For       For          Management
1.9   Elect Director William P. Sullivan      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Ratify Auditors                         For       For          Management


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AZZ INCORPORATED

Ticker:       AZZ            Security ID:  002474104
Meeting Date: JUL 10, 2012   Meeting Type: Annual
Record Date:  MAY 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David H. Dingus          For       For          Management
1.2   Elect Director Dana L. Perry            For       For          Management
1.3   Elect Director Daniel E. Berce          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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BE AEROSPACE, INC.

Ticker:       BEAV           Security ID:  073302101
Meeting Date: JUL 25, 2012   Meeting Type: Annual
Record Date:  MAY 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard G. Hamermesh     For       For          Management
1.2   Elect Director Amin J. Khoury           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Change Company Name                     For       For          Management
4     Ratify Auditors                         For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management


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BEACON ROOFING SUPPLY, INC.

Ticker:       BECN           Security ID:  073685109
Meeting Date: FEB 13, 2013   Meeting Type: Annual
Record Date:  DEC 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert R. Buck           For       For          Management
1.2   Elect Director Paul M. Isabella         For       For          Management
1.3   Elect Director Richard W. Frost         For       For          Management
1.4   Elect Director James J. Gaffney         For       For          Management
1.5   Elect Director Peter M. Gotsch          For       For          Management
1.6   Elect Director Neil S. Novich           For       For          Management
1.7   Elect Director Stuart A. Randle         For       For          Management
1.8   Elect Director Wilson B. Sexton         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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BIO-REFERENCE LABORATORIES, INC.

Ticker:       BRLI           Security ID:  09057G602
Meeting Date: JUL 12, 2012   Meeting Type: Annual
Record Date:  JUN 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph Benincasa         For       For          Management
1.2   Elect Director John Roglieri            For       For          Management
1.3   Elect Director Gary Lederman            For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Other Business                          For       Against      Management


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BMC SOFTWARE, INC.

Ticker:       BMC            Security ID:  055921100
Meeting Date: JUL 25, 2012   Meeting Type: Proxy Contest
Record Date:  JUN 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)           None
1     Elect Director Robert E. Beauchamp      For       For          Management
2     Elect Director Jon E. Barfield          For       For          Management
3     Elect Director Gary L. Bloom            For       For          Management
4     Elect Director John M. Dillon           For       For          Management
5     Elect Director Meldon K. Gafner         For       For          Management
6     Elect Director Mark J. Hawkins          For       For          Management
7     Elect Director Stephan A. James         For       For          Management
8     Elect Director P. Thomas Jenkins        For       For          Management
9     Elect Director Louis J. Lavigne, Jr.    For       For          Management
10    Elect Director Kathleen A. O'Neil       For       For          Management
11    Elect Director Carl James Schaper       For       For          Management
12    Elect Director Tom C. Tinsley           For       For          Management
13    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Green Card)            None
1.1   Elect Director Carl James Schaper       Do Not    Did Not Vote Shareholder
                                              Vote
1.2   Elect Director Thomas E. Hogan          Do Not    Did Not Vote Shareholder
                                              Vote
1.3   Elect Director John M. Dillon           Do Not    Did Not Vote Shareholder
                                              Vote
1.4   Elect Director Andreas W. Mattes        Do Not    Did Not Vote Shareholder
                                              Vote
1.5   Management Nominee - Robert E.          Do Not    Did Not Vote Shareholder
      Beauchamp                               Vote
1.6   Management Nominee - Gary L. Bloom      Do Not    Did Not Vote Shareholder
                                              Vote
1.7   Management Nominee - Mark J. Hawkins    Do Not    Did Not Vote Shareholder
                                              Vote
1.8   Management Nominee - Stephan A. James   Do Not    Did Not Vote Shareholder
                                              Vote
1.9   Management Nominee - P. Thomas Jenkins  Do Not    Did Not Vote Shareholder
                                              Vote
1.10  Management Nominee - Louis J. Lavigne,  Do Not    Did Not Vote Shareholder
      Jr.                                     Vote
2     Approve Qualified Employee Stock        Do Not    Did Not Vote Management
      Purchase Plan                           Vote
3     Ratify Auditors                         Do Not    Did Not Vote Management
                                              Vote
4     Advisory Vote to Ratify Named           Do Not    Did Not Vote Management
      Executive Officers' Compensation        Vote
5     Repeal Any Bylaws Amendments Adopted    Do Not    Did Not Vote Shareholder
      after November 10, 2010                 Vote


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BOB EVANS FARMS, INC.

Ticker:       BOBE           Security ID:  096761101
Meeting Date: AUG 22, 2012   Meeting Type: Annual
Record Date:  JUN 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Larry C. Corbin          For       For          Management
2     Elect Director Steven A. Davis          For       For          Management
3     Elect Director Mary Kay Haben           For       For          Management
4     Elect Director Cheryl L. Krueger        For       For          Management
5     Elect Director G. Robert Lucas          For       For          Management
6     Elect Director Eileen A. Mallesch       For       For          Management
7     Elect Director Paul S. Williams         For       For          Management
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
9     Ratify Auditors                         For       For          Management


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BOOZ ALLEN HAMILTON HOLDING CORPORATION

Ticker:       BAH            Security ID:  099502106
Meeting Date: AUG 02, 2012   Meeting Type: Annual
Record Date:  JUN 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ian Fujiyama             For       Withhold     Management
1.2   Elect Director Mark Gaumond             For       For          Management
1.3   Elect Director Samuel R. Strickland     For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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BORGWARNER INC.

Ticker:       BWA            Security ID:  099724106
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jere A. Drummond         For       For          Management
2     Elect Director John R. McKernan, Jr.    For       For          Management
3     Elect Director Ernest J. Novak, Jr.     For       For          Management
4     Elect Director James R. Verrier         For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       For       For          Shareholder


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BRINKER INTERNATIONAL, INC.

Ticker:       EAT            Security ID:  109641100
Meeting Date: NOV 08, 2012   Meeting Type: Annual
Record Date:  SEP 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Douglas H. Brooks        For       For          Management
1.2   Elect Director Joseph M. DePinto        For       For          Management
1.3   Elect Director Michael J. Dixon         For       For          Management
1.4   Elect Director Harriet Edelman          For       For          Management
1.5   Elect Director Jon L. Luther            For       For          Management
1.6   Elect Director John W. Mims             For       For          Management
1.7   Elect Director George R. Mrkonic        For       For          Management
1.8   Elect Director Rosendo G. Parra         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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BROADRIDGE FINANCIAL SOLUTIONS, INC.

Ticker:       BR             Security ID:  11133T103
Meeting Date: NOV 15, 2012   Meeting Type: Annual
Record Date:  SEP 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Leslie A. Brun           For       For          Management
1b    Elect Director Richard J. Daly          For       For          Management
1c    Elect Director Robert N. Duelks         For       For          Management
1d    Elect Director Richard J. Haviland      For       For          Management
1e    Elect Director Sandra S. Jaffee         For       For          Management
1f    Elect Director Stuart R. Levine         For       For          Management
1g    Elect Director Thomas J. Perna          For       For          Management
1h    Elect Director Alan J. Weber            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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BROCADE COMMUNICATIONS SYSTEMS, INC.

Ticker:       BRCD           Security ID:  111621306
Meeting Date: APR 11, 2013   Meeting Type: Annual
Record Date:  FEB 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Judy Bruner              For       For          Management
1.2   Elect Director Lloyd A. Carney          For       For          Management
1.3   Elect Director Renato DiPentima         For       For          Management
1.4   Elect Director Alan Earhart             For       For          Management
1.5   Elect Director John W. Gerdelman        For       For          Management
1.6   Elect Director David L. House           For       For          Management
1.7   Elect Director Glenn C. Jones           For       For          Management
1.8   Elect Director L. William Krause        For       For          Management
1.9   Elect Director Sanjay Vaswani           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Non-Employee Director Omnibus     For       Against      Management
      Stock Plan
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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BUCKEYE TECHNOLOGIES INC.

Ticker:       BKI            Security ID:  118255108
Meeting Date: OCT 23, 2012   Meeting Type: Annual
Record Date:  SEP 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Red Cavaney              For       For          Management
1.2   Elect Director John B. Crowe            For       For          Management
1.3   Elect Director David B. Ferraro         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
5     Amend Omnibus Stock Plan                For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CACI INTERNATIONAL INC

Ticker:       CACI           Security ID:  127190304
Meeting Date: NOV 15, 2012   Meeting Type: Annual
Record Date:  SEP 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel D. Allen          For       For          Management
1.2   Elect Director James S. Gilmore, III    For       For          Management
1.3   Elect Director Gregory G. Johnson       For       For          Management
1.4   Elect Director Richard L. Leatherwood   For       For          Management
1.5   Elect Director J. Phillip London        For       For          Management
1.6   Elect Director James L. Pavitt          For       For          Management
1.7   Elect Director Warren R. Phillips       For       For          Management
1.8   Elect Director Charles P. Revoile       For       For          Management
1.9   Elect Director William S. Wallace       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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CAPITALSOURCE INC.

Ticker:       CSE            Security ID:  14055X102
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew B. Fremder        For       For          Management
1.2   Elect Director C. William Hosler        For       For          Management
1.3   Elect Director James J. Pieczynski      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CARMAX, INC.

Ticker:       KMX            Security ID:  143130102
Meeting Date: JUN 24, 2013   Meeting Type: Annual
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald E. Blaylock       For       For          Management
1.2   Elect Director Rakesh Gangwal           For       For          Management
1.3   Elect Director Mitchell D. Steenrod     For       For          Management
1.4   Elect Director Thomas G. Stemberg       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management
5     Amend Articles of Incorporation to      For       For          Management
      Update and Modify Certain Provisions
      Related to Indemnification


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

CATAMARAN CORPORATION

Ticker:       CTRX           Security ID:  148887102
Meeting Date: MAY 14, 2013   Meeting Type: Annual/Special
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark A. Thierer          For       For          Management
1.2   Elect Director Peter J. Bensen          For       For          Management
1.3   Elect Director Steven Cosler            For       For          Management
1.4   Elect Director William J. Davis         For       For          Management
1.5   Elect Director Steven B. Epstein        For       For          Management
1.6   Elect Director Betsy D. Holden          For       For          Management
1.7   Elect Director Karen L. Katen           For       For          Management
1.8   Elect Director Harry M. Kraemer         For       For          Management
1.9   Elect Director Anthony Masso            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration


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

CELADON GROUP, INC.

Ticker:       CGI            Security ID:  150838100
Meeting Date: NOV 16, 2012   Meeting Type: Annual
Record Date:  SEP 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen Russell          For       For          Management
1.2   Elect Director Anthony Heyworth         For       For          Management
1.3   Elect Director Catherine Langham        For       For          Management
1.4   Elect Director Michael Miller           For       For          Management
1.5   Elect Director Paul Will                For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CEPHEID

Ticker:       CPHD           Security ID:  15670R107
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas L. Gutshall       For       For          Management
1.2   Elect Director Cristina H. Kepner       For       For          Management
1.3   Elect Director David H. Persing         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CINTAS CORPORATION

Ticker:       CTAS           Security ID:  172908105
Meeting Date: OCT 16, 2012   Meeting Type: Annual
Record Date:  AUG 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gerald S. Adolph         For       For          Management
1b    Elect Director John F. Barrett          For       For          Management
1c    Elect Director Melanie W. Barstad       For       For          Management
1d    Elect Director Richard T. Farmer        For       For          Management
1e    Elect Director Scott D. Farmer          For       For          Management
1f    Elect Director James J. Johnson         For       For          Management
1g    Elect Director Robert J. Kohlhepp       For       For          Management
1h    Elect Director Joseph Scaminace         For       For          Management
1i    Elect Director Ronald W. Tysoe          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

COLUMBUS MCKINNON CORPORATION

Ticker:       CMCO           Security ID:  199333105
Meeting Date: JUL 23, 2012   Meeting Type: Annual
Record Date:  JUN 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Timothy T. Tevens        For       For          Management
1.2   Elect Director Richard H. Fleming       For       For          Management
1.3   Elect Director Ernest R. Verebelyi      For       For          Management
1.4   Elect Director  Stephanie K. Kushner    For       For          Management
1.5   Elect Director Stephen Rabinowitz       For       For          Management
1.6   Elect Director Linda A. Goodspeed       For       For          Management
1.7   Elect Director Nicholas T. Pinchuk      For       For          Management
1.8   Elect Director Liam G. McCarthy         For       For          Management
1.9   Elect Director Christian B. Ragot       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

COMERICA INCORPORATED

Ticker:       CMA            Security ID:  200340107
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ralph W. Babb, Jr.       For       For          Management
1.2   Elect Director Roger A. Cregg           For       For          Management
1.3   Elect Director T. Kevin DeNicola        For       For          Management
1.4   Elect Director Jacqueline P. Kane       For       For          Management
1.5   Elect Director Richard G. Lindner       For       For          Management
1.6   Elect Director Alfred A. Piergallini    For       For          Management
1.7   Elect Director Robert S. Taubman        For       For          Management
1.8   Elect Director Reginald M. Turner, Jr.  For       For          Management
1.9   Elect Director Nina G. Vaca             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

COMMUNITY HEALTH SYSTEMS, INC.

Ticker:       CYH            Security ID:  203668108
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Larry Cash            For       For          Management
1.2   Elect Director John A. Clerico          For       For          Management
1.3   Elect Director James S. Ely, III        For       For          Management
1.4   Elect Director John A. Fry              For       For          Management
1.5   Elect Director William Norris Jennings  For       For          Management
1.6   Elect Director Julia B. North           For       For          Management
1.7   Elect Director Wayne T. Smith           For       For          Management
1.8   Elect Director H. Mitchell Watson, 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


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

COMPASS MINERALS INTERNATIONAL, INC.

Ticker:       CMP            Security ID:  20451N101
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eric Ford                For       For          Management
1.2   Elect Director Francis J. Malecha       For       For          Management
1.3   Elect Director Paul S. Williams         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

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


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

CRACKER BARREL OLD COUNTRY STORE, INC.

Ticker:       CBRL           Security ID:  22410J106
Meeting Date: NOV 15, 2012   Meeting Type: Proxy Contest
Record Date:  SEP 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)           None
1.1   Elect Director Thomas H. Barr           For       For          Management
1.2   Elect Director James W. Bradford        For       For          Management
1.3   Elect Director Sandra B. Cochran        For       For          Management
1.4   Elect Director Glenn A. Davenport       For       For          Management
1.5   Elect Director Richard J. Dobkin        For       For          Management
1.6   Elect Director Norman E. Johnson        For       For          Management
1.7   Elect Director William W. McCarten      For       For          Management
1.8   Elect Director Martha M. Mitchell       For       For          Management
1.9   Elect Director Coleman H. Peterson      For       For          Management
1.10  Elect Director Andrea M. Weiss          For       For          Management
2     Adopt Shareholder Rights Plan (Poison   For       For          Management
      Pill)
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management
#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Gold Card)             None
1.1   Elect Director Sardar Biglari           For       Did Not Vote Shareholder
1.2   Elect Director Philip L. Cooley         For       Did Not Vote Shareholder
1.3   Management Nominee-Thomas H. Barr       For       Did Not Vote Shareholder
1.4   Management Nominee- Sandra B. Cochran   For       Did Not Vote Shareholder
1.5   Management Nominee- Glenn A. Davenport  For       Did Not Vote Shareholder
1.6   Management Nominee- Norman E. Johnson   For       Did Not Vote Shareholder
1.7   Management Nominee- William W. McCarten For       Did Not Vote Shareholder
1.8   Management Nominee- Martha M. Mitchell  For       Did Not Vote Shareholder
1.9   Management Nominee- Coleman H. Peterson For       Did Not Vote Shareholder
1.10  Management Nominee- Andrea M. Weiss     For       Did Not Vote Shareholder
2     Adopt Shareholder Rights Plan (Poison   Against   Did Not Vote Management
      Pill)
3     Advisory Vote to Ratify Named           Against   Did Not Vote Management
      Executive Officers' Compensation
4     Ratify Auditors                         None      Did Not Vote Management


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

CSS INDUSTRIES, INC.

Ticker:       CSS            Security ID:  125906107
Meeting Date: JUL 31, 2012   Meeting Type: Annual
Record Date:  JUN 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Scott A. Beaumont        For       For          Management
1.2   Elect Director James H. Bromley         For       For          Management
1.3   Elect Director Jack Farber              For       For          Management
1.4   Elect Director John J. Gavin            For       For          Management
1.5   Elect Director Rebecca C. Matthias      For       For          Management
1.6   Elect Director Christopher J. Munyan    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CVR ENERGY, INC.

Ticker:       CVI            Security ID:  12662P108
Meeting Date: JUL 17, 2012   Meeting Type: Annual
Record Date:  JUN 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bob G. Alexander         For       For          Management
1.2   Elect Director SungHwan Cho             For       Withhold     Management
1.3   Elect Director Carl C. Icahn            For       Withhold     Management
1.4   Elect Director Vincent J. Intrieri      For       Withhold     Management
1.5   Elect Director John J. Lipinski         For       Withhold     Management
1.6   Elect Director Samuel Merksamer         For       Withhold     Management
1.7   Elect Director Stephen Mongillo         For       For          Management
1.8   Elect Director Daniel A. Ninivaggi      For       Withhold     Management
1.9   Elect Director James M. Strock          For       For          Management
1.10  Elect Director Glenn R. Zander          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CYBERONICS, INC.

Ticker:       CYBX           Security ID:  23251P102
Meeting Date: SEP 19, 2012   Meeting Type: Annual
Record Date:  JUL 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Guy C. Jackson           For       For          Management
1.2   Elect Director Joseph E. Laptewicz, Jr. For       For          Management
1.3   Elect Director Daniel J. Moore          For       For          Management
1.4   Elect Director Hugh M. Morrison         For       For          Management
1.5   Elect Director Alfred J. Novak          For       For          Management
1.6   Elect Director Arthur L. Rosenthal      For       For          Management
1.7   Elect Director Jon T. Tremmel           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CYS INVESTMENTS, INC.

Ticker:       CYS            Security ID:  12673A108
Meeting Date: MAY 10, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin E. Grant           For       For          Management
1.2   Elect Director Tanya S. Beder           For       For          Management
1.3   Elect Director Douglas Crocker, II      For       For          Management
1.4   Elect Director Jeffrey P. Hughes        For       For          Management
1.5   Elect Director Stephen P. Jonas         For       For          Management
1.6   Elect Director Raymond A.               For       For          Management
      Redlingshafer, Jr.
1.7   Elect Director James A. Stern           For       For          Management
1.8   Elect Director David A. Tyson           For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

CYTEC INDUSTRIES INC.

Ticker:       CYT            Security ID:  232820100
Meeting Date: APR 18, 2013   Meeting Type: Annual
Record Date:  FEB 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Chris A. Davis           For       For          Management
1b    Elect Director Shane D. Fleming         For       For          Management
1c    Elect Director Louis L. Hoynes, Jr.     For       For          Management
1d    Elect Director William P. Powell        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

DANA HOLDING CORPORATION

Ticker:       DAN            Security ID:  235825205
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Virginia A. Kamsky       For       For          Management
1.2   Elect Director Terrence J. Keating      For       For          Management
1.3   Elect Director Joseph C. Muscari        For       For          Management
1.4   Elect Director Steven B. Schwarzwaelder For       For          Management
1.5   Elect Director Richard F.  Wallman      For       For          Management
1.6   Elect Director Keith E.  Wandell        For       For          Management
1.7   Elect Director Roger J.  Wood           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Stock Retention/Holding Period          Against   For          Shareholder


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

DEVRY INC.

Ticker:       DV             Security ID:  251893103
Meeting Date: NOV 07, 2012   Meeting Type: Annual
Record Date:  SEP 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Darren R. Huston         For       For          Management
1.2   Elect Director William T. Keevan        For       For          Management
1.3   Elect Director Lyle Logan               For       For          Management
1.4   Elect Director Alan G. Merten           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

DEXCOM, INC.

Ticker:       DXCM           Security ID:  252131107
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Barbara E. Kahn          For       For          Management
1b    Elect Director Jay S. Skyler            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

DIGITAL REALTY TRUST, INC.

Ticker:       DLR            Security ID:  253868103
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Dennis E. Singleton      For       For          Management
1B    Elect Director Michael F. Foust         For       For          Management
1C    Elect Director Laurence A. Chapman      For       For          Management
1D    Elect Director Kathleen Earley          For       For          Management
1E    Elect Director Ruann F. Ernst           For       For          Management
1F    Elect Director Kevin J. Kennedy         For       For          Management
1G    Elect Director William G. LaPerch       For       For          Management
1H    Elect Director Robert H. Zerbst         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

DISCOVER FINANCIAL SERVICES

Ticker:       DFS            Security ID:  254709108
Meeting Date: APR 17, 2013   Meeting Type: Annual
Record Date:  FEB 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Aronin        For       For          Management
1.2   Elect Director Mary K. Bush             For       For          Management
1.3   Elect Director Gregory C. Case          For       For          Management
1.4   Elect Director Cynthia A. Glassman      For       For          Management
1.5   Elect Director Richard H. Lenny         For       For          Management
1.6   Elect Director Thomas G. Maheras        For       For          Management
1.7   Elect Director Michael H. Moskow        For       For          Management
1.8   Elect Director David W. Nelms           For       For          Management
1.9   Elect Director E. Follin Smith          For       For          Management
1.10  Elect Director Mark A. Thierer          For       For          Management
1.11  Elect Director Lawrence A. Weinbach     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

DUNKIN' BRANDS GROUP, INC.

Ticker:       DNKN           Security ID:  265504100
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raul Alvarez             For       For          Management
1.2   Elect Director Anthony DiNovi           For       For          Management
1.3   Elect Director Nigel Travis             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

DYCOM INDUSTRIES, INC.

Ticker:       DY             Security ID:  267475101
Meeting Date: NOV 20, 2012   Meeting Type: Annual
Record Date:  OCT 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen C. Coley         For       For          Management
1.2   Elect Director Patricia L. Higgins      For       For          Management
1.3   Elect Director Steven E. Nielsen        For       For          Management
2     Approve Omnibus Stock Plan              For       Against      Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

EBIX, INC.

Ticker:       EBIX           Security ID:  278715206
Meeting Date: NOV 13, 2012   Meeting Type: Annual
Record Date:  SEP 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Hans U. Benz             For       For          Management
1.2   Elect Director Pavan Bhalla             For       For          Management
1.3   Elect Director Neil D. Eckhert          For       For          Management
1.4   Elect Director Rolf Herter              For       For          Management
1.5   Elect Director Hans Ueli Keller         For       For          Management
1.6   Elect Director Robin Raina              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

EMULEX CORPORATION

Ticker:       ELX            Security ID:  292475209
Meeting Date: NOV 20, 2012   Meeting Type: Annual
Record Date:  SEP 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael P. Downey        For       For          Management
1.2   Elect Director Bruce C. Edwards         For       For          Management
1.3   Elect Director Paul F. Folino           For       For          Management
1.4   Elect Director Robert H. Goon           For       For          Management
1.5   Elect Director Beatriz V. Infante       For       For          Management
1.6   Elect Director Don M. Lyle              For       For          Management
1.7   Elect Director James M. McCluney        For       For          Management
1.8   Elect Director Nersi Nazari             For       For          Management
1.9   Elect Director Dean A. Yoost            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Non-Employee Director Stock       For       For          Management
      Option Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management


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

ENERSYS

Ticker:       ENS            Security ID:  29275Y102
Meeting Date: JUL 26, 2012   Meeting Type: Annual
Record Date:  JUN 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Hwan-yoon F. Chung       For       For          Management
2     Elect Director Arthur T. Katsaros       For       For          Management
3     Elect Director Robert Magnus            For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

FAIR ISAAC CORPORATION

Ticker:       FICO           Security ID:  303250104
Meeting Date: FEB 12, 2013   Meeting Type: Annual
Record Date:  DEC 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director A. George Battle         For       Against      Management
1b    Elect Director Nicholas F. Graziano     For       For          Management
1c    Elect Director Braden R. Kelly          For       For          Management
1d    Elect Director James D. Kirsner         For       For          Management
1e    Elect Director William J. Lansing       For       For          Management
1f    Elect Director Rahul N. Merchant        For       For          Management
1g    Elect Director David A. Rey             For       For          Management
1h    Elect Director Duane E. White           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

FIDELITY NATIONAL FINANCIAL, INC.

Ticker:       FNF            Security ID:  31620R105
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel D. (Ron) Lane     For       For          Management
1.2   Elect Director Richard N. Massey        For       For          Management
1.3   Elect Director John D. Rood             For       For          Management
1.4   Elect Director Cary H. Thompson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Provide Right to Act by Written Consent For       For          Management
5     Reduce Supermajority Vote Requirement   For       For          Management
6     Ratify Auditors                         For       For          Management


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

FINISAR CORPORATION

Ticker:       FNSR           Security ID:  31787A507
Meeting Date: DEC 03, 2012   Meeting Type: Annual
Record Date:  OCT 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael C. Child         For       For          Management
1.2   Elect Director Roger C. Ferguson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

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


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

FORTINET, INC.

Ticker:       FTNT           Security ID:  34959E109
Meeting Date: JUN 20, 2013   Meeting Type: Annual
Record Date:  APR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ming Hsieh               For       For          Management
1.2   Elect Director Christopher B. Paisley   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Executive Incentive Bonus Plan  For       For          Management


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

FOSSIL, INC.

Ticker:       FOSL           Security ID:  349882100
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Elaine Agather           For       For          Management
1.2   Elect Director Jeffrey N. Boyer         For       For          Management
1.3   Elect Director Kosta N. Kartsotis       For       For          Management
1.4   Elect Director Diane L. Neal            For       For          Management
1.5   Elect Director Thomas M. Nealon         For       For          Management
1.6   Elect Director Mark D. Quick            For       For          Management
1.7   Elect Director Elysia Holt Ragusa       For       For          Management
1.8   Elect Director Jal S. Shroff            For       For          Management
1.9   Elect Director James E. Skinner         For       For          Management
1.10  Elect Director James M. Zimmerman       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Change Company Name to Fossil Group,    For       For          Management
      Inc.
5     Report on Supply Chain Environmental    Against   For          Shareholder
      Management


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

FRED'S, INC.

Ticker:       FRED           Security ID:  356108100
Meeting Date: JUL 26, 2012   Meeting Type: Annual
Record Date:  JUN 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael J. Hayes         For       Withhold     Management
1.2   Elect Director John R. Eisenman         For       Withhold     Management
1.3   Elect Director Roger T. Knox            For       Withhold     Management
1.4   Elect Director Thomas H. Tashjian       For       Withhold     Management
1.5   Elect Director B. Mary McNabb           For       Withhold     Management
1.6   Elect Director Michael T. McMillan      For       Withhold     Management
1.7   Elect Director Bruce A. Efird           For       Withhold     Management
1.8   Elect Director Steven R. Fitzpatrick    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Adopt, Renew or Amend Shareholder       For       Against      Management
      Rights Plan (Poison Pill)
6     Require Nomination of a Corporate       Against   For          Shareholder
      Governance Expert to the Board of
      Directors


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

GLOBAL CASH ACCESS HOLDINGS, INC.

Ticker:       GCA            Security ID:  378967103
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Geoff Judge              For       For          Management
1.2   Elect Director Michael Rumbolz          For       For          Management
1.3   Elect Director Ronald Congemi           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

GLOBAL PAYMENTS INC.

Ticker:       GPN            Security ID:  37940X102
Meeting Date: SEP 19, 2012   Meeting Type: Annual
Record Date:  AUG 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alex W. Hart             For       For          Management
1.2   Elect Director William I Jacobs         For       For          Management
1.3   Elect Director Alan M. Silberstein      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Ratify Auditors                         For       For          Management


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

GLOBECOMM SYSTEMS INC.

Ticker:       GCOM           Security ID:  37956X103
Meeting Date: NOV 15, 2012   Meeting Type: Annual
Record Date:  SEP 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard E. Caruso        For       For          Management
1.2   Elect Director Keith A. Hall            For       For          Management
1.3   Elect Director David E. Hershberg       For       For          Management
1.4   Elect Director Harry L. Hutcherson, Jr. For       For          Management
1.5   Elect Director Brian T. Maloney         For       For          Management
1.6   Elect Director Jack A. Shaw             For       For          Management
1.7   Elect Director A. Robert Towbin         For       For          Management
1.8   Elect Director C. J. Waylan             For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GP STRATEGIES CORPORATION

Ticker:       GPX            Security ID:  36225V104
Meeting Date: SEP 12, 2012   Meeting Type: Annual
Record Date:  JUL 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harvey P. Eisen          For       Withhold     Management
1.2   Elect Director Marshall S. Geller       For       For          Management
1.3   Elect Director Daniel M. Friedberg      For       For          Management
1.4   Elect Director Scott N. Greenberg       For       For          Management
1.5   Elect Director Sue W. Kelly             For       For          Management
1.6   Elect Director Richard C. Pfenniger,    For       For          Management
      Jr.
1.7   Elect Director A. Marvin Strait         For       For          Management
1.8   Elect Director Gene A. Washington       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GT ADVANCED TECHNOLOGIES INC.

Ticker:       GTAT           Security ID:  36191U106
Meeting Date: AUG 22, 2012   Meeting Type: Annual
Record Date:  JUN 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Michal Conaway        For       For          Management
1.2   Elect Director Kathleen A. Cote         For       For          Management
1.3   Elect Director Ernest L. Godshalk       For       For          Management
1.4   Elect Director Thomas Gutierrez         For       For          Management
1.5   Elect Director Mathew E. Massengill     For       For          Management
1.6   Elect Director Mary Petrovich           For       For          Management
1.7   Elect Director Robert E. Switz          For       For          Management
1.8   Elect Director Noel G. Watson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

HARRIS CORPORATION

Ticker:       HRS            Security ID:  413875105
Meeting Date: OCT 26, 2012   Meeting Type: Annual
Record Date:  AUG 31, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.01  Elect Director William M. Brown         For       For          Management
1.02  Elect Director Peter W. Chiarelli       For       For          Management
1.03  Elect Director Thomas A. Dattilo        For       For          Management
1.04  Elect Director Terry D. Growcock        For       For          Management
1.05  Elect Director Lewis Hay, III           For       For          Management
1.06  Elect Director Karen Katen              For       For          Management
1.07  Elect Director Stephen P. Kaufman       For       For          Management
1.08  Elect Director Leslie F. Kenne          For       For          Management
1.09  Elect Director David B. Rickard         For       For          Management
1.10  Elect Director James C. Stoffel         For       For          Management
1.11  Elect Director Gregory T. Swienton      For       For          Management
1.12  Elect Director Hansel E. Tookes, II     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Provide Right to Call Special Meeting   For       For          Management
4     Ratify Auditors                         For       For          Management


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

HARRIS TEETER SUPERMARKETS, INC.

Ticker:       HTSI           Security ID:  414585109
Meeting Date: FEB 21, 2013   Meeting Type: Annual
Record Date:  DEC 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John R. Belk             For       For          Management
1.2   Elect Director John P. Derham Cato      For       For          Management
1.3   Elect Director Thomas W. Dickson        For       For          Management
1.4   Elect Director James E. S. Hynes        For       For          Management
1.5   Elect Director Anna Spangler Nelson     For       For          Management
1.6   Elect Director Mark S. Ordan            For       For          Management
1.7   Elect Director Bailey W. Patrick        For       For          Management
1.8   Elect Director Robert H. Spilman, Jr.   For       For          Management
1.9   Elect Director Harold C. Stowe          For       For          Management
1.10  Elect Director Isaiah Tidwell           For       For          Management
1.11  Elect Director William C. Warden, Jr.   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     Ratify Auditors                         For       For          Management


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

HATTERAS FINANCIAL CORP.

Ticker:       HTS            Security ID:  41902R103
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael R. Hough         For       For          Management
1.2   Elect Director Benjamin M. Hough        For       For          Management
1.3   Elect Director David W. Berson          For       For          Management
1.4   Elect Director Ira G. Kawaller          For       For          Management
1.5   Elect Director Jeffrey D. Miller        For       For          Management
1.6   Elect Director Thomas D. Wren           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

HEALTHSOUTH CORPORATION

Ticker:       HLS            Security ID:  421924309
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John W. Chidsey          For       For          Management
1.2   Elect Director Donald L. Correll        For       For          Management
1.3   Elect Director Yvonne M. Curl           For       For          Management
1.4   Elect Director Charles M. Elson         For       For          Management
1.5   Elect Director Jay Grinney              For       For          Management
1.6   Elect Director Jon F. Hanson            For       For          Management
1.7   Elect Director Joan E. Herman           For       For          Management
1.8   Elect Director Leo I. Higdon, Jr.       For       For          Management
1.9   Elect Director Leslye G. Katz           For       For          Management
1.10  Elect Director John E. Maupin, Jr.      For       For          Management
1.11  Elect Director L. Edward Shaw, Jr.      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

HELEN OF TROY LIMITED

Ticker:       HELE           Security ID:  G4388N106
Meeting Date: AUG 28, 2012   Meeting Type: Annual
Record Date:  JUN 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number at Seven and Elect Gary B.   For       For          Management
      Abromovitz as Directors
2     Elect John B. Butterworth  as Director  For       For          Management
3     Elect Timothy F. Meeker as Director     For       For          Management
4     Elect Gerald J. Rubin as Director       For       For          Management
5     Elect William F. Susetka as Director    For       For          Management
6     Elect Adolpho R. Telles as Director     For       For          Management
7     Elect Darren G. Woody as Director       For       For          Management
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
9     Approve Grant Thornton LLP as Auditors  For       For          Management
      and Authorize Board to Fix Their
      Remuneration


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

HERMAN MILLER, INC.

Ticker:       MLHR           Security ID:  600544100
Meeting Date: OCT 08, 2012   Meeting Type: Annual
Record Date:  AUG 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James R. Kackley         For       For          Management
1.2   Elect Director David A. Brandon         For       For          Management
1.3   Elect Director Douglas D. French        For       For          Management
1.4   Elect Director John R. Hoke, III        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

HOLLYFRONTIER CORPORATION

Ticker:       HFC            Security ID:  436106108
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Douglas Y. Bech          For       For          Management
1b    Elect Director Buford P. Berry          For       For          Management
1c    Elect Director Leldon E. Echols         For       For          Management
1d    Elect Director R. Kevin Hardage         For       For          Management
1e    Elect Director Michael C. Jennings      For       For          Management
1f    Elect Director Robert J. Kostelnik      For       For          Management
1g    Elect Director James H. Lee             For       For          Management
1h    Elect Director Robert G. McKenzie       For       For          Management
1i    Elect Director Franklin Myers           For       For          Management
1j    Elect Director Michael E. Rose          For       For          Management
1k    Elect Director Tommy A. Valenta         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

HUNTINGTON BANCSHARES INCORPORATED

Ticker:       HBAN           Security ID:  446150104
Meeting Date: APR 18, 2013   Meeting Type: Annual
Record Date:  FEB 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Don M. Casto, III        For       For          Management
1.2   Elect Director Ann 'Tanny'  B. Crane    For       For          Management
1.3   Elect Director Steven G. Elliott        For       For          Management
1.4   Elect Director Michael J. Endres        For       For          Management
1.5   Elect Director John B. Gerlach, Jr.     For       For          Management
1.6   Elect Director Peter J. Kight           For       For          Management
1.7   Elect Director Jonathan A. Levy         For       For          Management
1.8   Elect Director Richard W. Neu           For       For          Management
1.9   Elect Director David L. Porteous        For       For          Management
1.10  Elect Director Kathleen H. Ransier      For       For          Management
1.11  Elect Director Stephen D. Steinour      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ICONIX BRAND GROUP, INC.

Ticker:       ICON           Security ID:  451055107
Meeting Date: AUG 15, 2012   Meeting Type: Annual
Record Date:  JUN 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Neil Cole                For       For          Management
1.2   Elect Director Barry Emanuel            For       For          Management
1.3   Elect Director Drew Cohen               For       For          Management
1.4   Elect Director F. Peter Cuneo           For       For          Management
1.5   Elect Director Mark Friedman            For       For          Management
1.6   Elect Director James A. Marcum          For       For          Management
1.7   Elect Director Laurence N. Charney      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management


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

IGATE CORPORATION

Ticker:       IGTE           Security ID:  45169U105
Meeting Date: APR 11, 2013   Meeting Type: Annual
Record Date:  FEB 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ashok Trivedi            For       For          Management
1.2   Elect Director Phaneesh Murthy          For       For          Management
1.3   Elect Director William G. Parrett       For       For          Management


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

IMAX CORPORATION

Ticker:       IMX            Security ID:  45245E109
Meeting Date: JUN 11, 2013   Meeting Type: Annual/Special
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Richard L. Gelfond as Director    For       For          Management
1.2   Elect Michael MacMillan as Director     For       For          Management
1.3   Elect I. Martin Pompadur as Director    For       For          Management
1.4   Elect Bradley J. Wechsler as Director   For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Amend Articles of Amalgamation of the   For       For          Management
      Company
4     Amend By-law No. 1 of the Company       For       For          Management
5     Approve Omnibus Stock Plan              For       For          Management
6     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

INFOBLOX INC.

Ticker:       BLOX           Security ID:  45672H104
Meeting Date: DEC 19, 2012   Meeting Type: Annual
Record Date:  OCT 31, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Laura C. Conigliaro      For       For          Management
1.2   Elect Director Fred M. Gerson           For       For          Management
2     Ratify Auditors                         For       For          Management


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

IXYS CORPORATION

Ticker:       IXYS           Security ID:  46600W106
Meeting Date: AUG 24, 2012   Meeting Type: Annual
Record Date:  JUL 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald L. Feucht         For       For          Management
1.2   Elect Director Samuel Kory              For       For          Management
1.3   Elect Director S. Joon Lee              For       For          Management
1.4   Elect Director Timothy A. Richardson    For       For          Management
1.5   Elect Director James M. Thorburn        For       For          Management
1.6   Elect Director Kenneth D. Wong          For       For          Management
1.7   Elect Director Nathan Zommer            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

JDA SOFTWARE GROUP, INC.

Ticker:       JDAS           Security ID:  46612K108
Meeting Date: NOV 13, 2012   Meeting Type: Annual
Record Date:  SEP 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Michael Gullard       For       Against      Management
1.2   Elect Director Richard Haddrill         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Restricted Stock Plan             For       For          Management
4     Ratify Auditors                         For       For          Management


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

JOHN WILEY & SONS, INC.

Ticker:       JW.A           Security ID:  968223206
Meeting Date: SEP 20, 2012   Meeting Type: Annual
Record Date:  JUL 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mari J. Baker            For       For          Management
1.2   Elect Director Raymond W. McDaniel, Jr  For       For          Management
1.3   Elect Director William B. Plummer       For       For          Management
1.4   Elect Director Kalpana Raina            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

KBR, INC.

Ticker:       KBR            Security ID:  48242W106
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Frank Blount          For       For          Management
1.2   Elect Director Loren K. Carroll         For       For          Management
1.3   Elect Director Linda Z. Cook            For       For          Management
1.4   Elect Director Jeffrey E. Curtiss       For       For          Management
1.5   Elect Director Jack B. Moore            For       For          Management
1.6   Elect Director William P. Utt           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

KBW, INC.

Ticker:       KBW            Security ID:  482423100
Meeting Date: FEB 12, 2013   Meeting Type: Special
Record Date:  DEC 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Advisory Vote on Golden Parachutes      For       For          Management
3     Adjourn Meeting                         For       For          Management


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

KORN/FERRY INTERNATIONAL

Ticker:       KFY            Security ID:  500643200
Meeting Date: SEP 27, 2012   Meeting Type: Annual
Record Date:  AUG 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William R. Floyd         For       For          Management
1.2   Elect Director George T. Shaheen        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       Against   For          Shareholder
5     Amend Omnibus Stock Plan                For       For          Management


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

KOSMOS ENERGY LTD.

Ticker:       KOS            Security ID:  G5315B107
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John R. Kemp III         For       Withhold     Management
1.2   Elect Director Brian F. Maxted          For       Withhold     Management
1.3   Elect Director Richard B. Dearlove      For       For          Management
1.4   Elect Director David I. Foley           For       Withhold     Management
1.5   Elect Director David B. Krieger         For       Withhold     Management
1.6   Elect Director Joseph P. Landy          For       Withhold     Management
1.7   Elect Director Prakash A. Melwani       For       Withhold     Management
1.8   Elect Director Adebayo ("Bayo") O.      For       For          Management
      Ogunlesi
1.9   Elect Director Lars H. Thunell          For       For          Management
1.10  Elect Director Chris Tong               For       For          Management
1.11  Elect Director Christopher A. Wright    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


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

L-3 COMMUNICATIONS HOLDINGS, INC.

Ticker:       LLL            Security ID:  502424104
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Claude R. Canizares      For       For          Management
1.2   Elect Director Thomas A. Corcoran       For       For          Management
1.3   Elect Director Lloyd W. Newton          For       For          Management
1.4   Elect Director Vincent Pagano, Jr.      For       For          Management
1.5   Elect Director Alan H. Washkowitz       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Provide Right to Act by Written Consent For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LA-Z-BOY INCORPORATED

Ticker:       LZB            Security ID:  505336107
Meeting Date: AUG 22, 2012   Meeting Type: Annual
Record Date:  JUN 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kurt L. Darrow           For       For          Management
1.2   Elect Director John H. Foss             For       For          Management
1.3   Elect Director Janet E. Kerr            For       For          Management
1.4   Elect Director H. George Levy           For       For          Management
1.5   Elect Director W. Alan McCollough       For       For          Management
1.6   Elect Director Nido R. Qubein           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Articles of Incorporation to      For       For          Management
      Eliminate the Right to Reorganize
      Under State Statues


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

LASALLE HOTEL PROPERTIES

Ticker:       LHO            Security ID:  517942108
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  FEB 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Denise M. Coll           For       For          Management
1.2   Elect Director Stuart L. Scott          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LINCOLN NATIONAL CORPORATION

Ticker:       LNC            Security ID:  534187109
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Avery         For       For          Management
1.2   Elect Director William H. Cunningham    For       For          Management
1.3   Elect Director William Porter Payne     For       For          Management
1.4   Elect Director Patrick S. Pittard       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MATRIX SERVICE COMPANY

Ticker:       MTRX           Security ID:  576853105
Meeting Date: NOV 15, 2012   Meeting Type: Annual
Record Date:  SEP 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John R. Hewitt           For       For          Management
1.2   Elect Director Michael J. Hall          For       For          Management
1.3   Elect Director I. Edgar 'Ed'  Hendrix   For       For          Management
1.4   Elect Director Paul K. Lackey           For       For          Management
1.5   Elect Director Tom E. Maxwell           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


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

MAXIMUS, INC.

Ticker:       MMS            Security ID:  577933104
Meeting Date: MAR 20, 2013   Meeting Type: Annual
Record Date:  JAN 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul R. Lederer          For       For          Management
1.2   Elect Director Peter B. Pond            For       For          Management
1.3   Elect Director James R. Thompson, Jr.   For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

MEDIFAST, INC.

Ticker:       MED            Security ID:  58470H101
Meeting Date: SEP 14, 2012   Meeting Type: Annual
Record Date:  JUL 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Margaret E. Sheetz       For       For          Management
1.2   Elect Director Barry B. Bondroff        For       For          Management
1.3   Elect Director George J. Lavin          For       For          Management
1.4   Elect Director Catherine T. Maguire     For       For          Management
1.5   Elect Director Jeannette M. Mills       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       Against      Management


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

MEDIVATION, INC.

Ticker:       MDVN           Security ID:  58501N101
Meeting Date: JUL 13, 2012   Meeting Type: Annual
Record Date:  MAY 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel D. Adams          For       For          Management
1.2   Elect Director Gregory H. Bailey        For       For          Management
1.3   Elect Director Kim D. Blickenstaff      For       For          Management
1.4   Elect Director David T. Hung            For       For          Management
1.5   Elect Director W. Anthony Vernon        For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Approve Stock Split                     For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MEDIVATION, INC.

Ticker:       MDVN           Security ID:  58501N101
Meeting Date: JUN 28, 2013   Meeting Type: Annual
Record Date:  APR 29, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel D. Adams          For       For          Management
1.2   Elect Director Kim D. Blickenstaff      For       For          Management
1.3   Elect Director Kathryn E. Falberg       For       For          Management
1.4   Elect Director Dawn Graham              For       For          Management
1.5   Elect Director David T. Hung            For       For          Management
1.6   Elect Director W. Anthony Vernon        For       For          Management
1.7   Elect Director Wendy L. Yarno           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Amend Omnibus Stock Plan                For       For          Management
6     Approve Executive Incentive Bonus Plan  For       For          Management


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

METROPOLITAN HEALTH NETWORKS, INC.

Ticker:       MDF            Security ID:  592142103
Meeting Date: DEC 21, 2012   Meeting Type: Special
Record Date:  NOV 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management
3     Advisory Vote on Golden Parachutes      For       For          Management


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

MID-AMERICA APARTMENT COMMUNITIES, INC.

Ticker:       MAA            Security ID:  59522J103
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director H. Eric Bolton, Jr.      For       For          Management
1.2   Elect Director Alan B. Graf, Jr.        For       For          Management
1.3   Elect Director Ralph Horn               For       For          Management
1.4   Elect Director Philip W. Norwood        For       For          Management
1.5   Elect Director W. Reid Sanders          For       For          Management
1.6   Elect Director William B. Sansom        For       For          Management
1.7   Elect Director Gary Shorb               For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

MOLEX INCORPORATED

Ticker:       MOLX           Security ID:  608554101
Meeting Date: OCT 26, 2012   Meeting Type: Annual
Record Date:  AUG 31, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michelle L. Collins      For       For          Management
1.2   Elect Director Fred L. Krehbiel         For       For          Management
1.3   Elect Director David L. Landsittel      For       For          Management
1.4   Elect Director Joe W. Laymon            For       For          Management
1.5   Elect Director James S. Metcalf         For       For          Management
2     Ratify Auditors                         For       For          Management


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

MONRO MUFFLER BRAKE, INC.

Ticker:       MNRO           Security ID:  610236101
Meeting Date: AUG 07, 2012   Meeting Type: Annual
Record Date:  JUN 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard A. Berenson      For       For          Management
1.2   Elect Director Donald Glickman          For       For          Management
1.3   Elect Director James R. Wilen           For       For          Management
1.4   Elect Director Elizabeth A. Wolszon     For       For          Management
1.5   Elect Director John W. Van Heel         For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

MOODY'S CORPORATION

Ticker:       MCO            Security ID:  615369105
Meeting Date: APR 16, 2013   Meeting Type: Annual
Record Date:  FEB 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Basil L. Anderson        For       For          Management
1.2   Elect Director Darrell Duffie           For       For          Management
1.3   Elect Director Raymond W. McDaniel, Jr. For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
4     Declassify the Board of Directors       For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MOOG INC.

Ticker:       MOG.A          Security ID:  615394202
Meeting Date: JAN 09, 2013   Meeting Type: Annual
Record Date:  NOV 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Albert F. Myers          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Stock Appreciation Rights Plan    For       For          Management


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

MSCI INC.

Ticker:       MSCI           Security ID:  55354G100
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Benjamin F. duPont       For       For          Management
1.2   Elect Director Henry A. Fernandez       For       For          Management
1.3   Elect Director Alice W. Handy           For       For          Management
1.4   Elect Director Catherine R. Kinney      For       For          Management
1.5   Elect Director Linda H. Riefler         For       For          Management
1.6   Elect Director George W. Siguler        For       For          Management
1.7   Elect Director Patrick Tierney          For       For          Management
1.8   Elect Director Rodolphe M. Vallee       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

MULTIMEDIA GAMES HOLDING COMPANY, INC.

Ticker:       MGAM           Security ID:  625453105
Meeting Date: JAN 30, 2013   Meeting Type: Annual
Record Date:  DEC 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen J. Greathouse    For       For          Management
1b    Elect Director Neil E. Jenkins          For       For          Management
1c    Elect Director Michael J. Maples, Sr.   For       For          Management
1d    Elect Director Justin A. Orlando        For       For          Management
1e    Elect Director Patrick J. Ramsey        For       For          Management
1f    Elect Director Robert D. Repass         For       For          Management
1g    Elect Director Timothy S. Stanley       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

MYRIAD GENETICS, INC.

Ticker:       MYGN           Security ID:  62855J104
Meeting Date: DEC 05, 2012   Meeting Type: Annual
Record Date:  OCT 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John T. Henderson        For       For          Management
1.2   Elect Director S. Louise Phanstiel      For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Merrill A. Miller, Jr.   For       For          Management
1B    Elect Director Greg L. Armstrong        For       For          Management
1C    Elect Director Ben A. Guill             For       For          Management
1D    Elect Director David D. Harrison        For       For          Management
1E    Elect Director Roger L. Jarvis          For       For          Management
1F    Elect Director Eric L. Mattson          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management


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

NET 1 UEPS TECHNOLOGIES, INC.

Ticker:       UEPS           Security ID:  64107N206
Meeting Date: OCT 31, 2012   Meeting Type: Annual
Record Date:  OCT 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Serge C.P. Belamant      For       For          Management
1.2   Elect Director Herman G. Kotze          For       For          Management
1.3   Elect Director Christopher S. Seabrooke For       Withhold     Management
1.4   Elect Director Alasdair J.K. Pein       For       For          Management
1.5   Elect Director Paul Edwards             For       Withhold     Management
1.6   Elect Director Brian K. Mosehla         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

NETSCOUT SYSTEMS, INC.

Ticker:       NTCT           Security ID:  64115T104
Meeting Date: AUG 21, 2012   Meeting Type: Annual
Record Date:  JUN 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Victor A. DeMarines      For       For          Management
1.2   Elect Director Vincent J. Mullarkey     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NEVSUN RESOURCES LTD.

Ticker:       NSU            Security ID:  64156L101
Meeting Date: SEP 05, 2012   Meeting Type: Special
Record Date:  AUG 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Stock Option Plan               For       For          Management


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

NOBLE ENERGY, INC.

Ticker:       NBL            Security ID:  655044105
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey L. Berenson      For       For          Management
1.2   Elect Director Michael A. Cawley        For       For          Management
1.3   Elect Director Edward F. Cox            For       For          Management
1.4   Elect Director Charles D. Davidson      For       For          Management
1.5   Elect Director Thomas J. Edelman        For       For          Management
1.6   Elect Director Eric P. Grubman          For       For          Management
1.7   Elect Director Kirby L. Hedrick         For       For          Management
1.8   Elect Director Scott D. Urban           For       For          Management
1.9   Elect Director William T. Van Kleef     For       For          Management
1.10  Elect Director Molly K. Williamson      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     Adopt the Jurisdiction of               For       Against      Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
6     Amend Bylaws to Change Certain          For       For          Management
      Provisions


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

NU SKIN ENTERPRISES, INC.

Ticker:       NUS            Security ID:  67018T105
Meeting Date: JUN 03, 2013   Meeting Type: Annual
Record Date:  APR 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nevin N. Andersen        For       For          Management
1.2   Elect Director Daniel W. Campbell       For       For          Management
1.3   Elect Director M. Truman Hunt           For       For          Management
1.4   Elect Director Andrew D. Lipman         For       For          Management
1.5   Elect Director Steven J. Lund           For       For          Management
1.6   Elect Director Patricia A. Negron       For       For          Management
1.7   Elect Director Neil H. Offen            For       For          Management
1.8   Elect Director Thomas R. Pisano         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


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

O'REILLY AUTOMOTIVE, INC.

Ticker:       ORLY           Security ID:  67103H107
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Larry O'Reilly           For       For          Management
1b    Elect Director Rosalie O'Reilly-Wooten  For       For          Management
1c    Elect Director Thomas T. Hendrickson    For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Provide Right to Call Special Meeting   For       For          Management
4     Amend Articles of Incorporation to      For       For          Management
      Eliminate Unnecessary and Outdated
      Provisions and to Make Minor Revisions
      to Conform to Current State Laws and
      Clarify
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


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

OCWEN FINANCIAL CORPORATION

Ticker:       OCN            Security ID:  675746309
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William C. Erbey         For       For          Management
1.2   Elect Director Ronald M. Faris          For       For          Management
1.3   Elect Director Ronald J. Korn           For       For          Management
1.4   Elect Director William H. Lacy          For       For          Management
1.5   Elect Director Wilbur L. Ross, Jr.      For       Withhold     Management
1.6   Elect Director Robert A. Salcetti       For       For          Management
1.7   Elect Director Barry N. Wish            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

OLD DOMINION FREIGHT LINE, INC.

Ticker:       ODFL           Security ID:  679580100
Meeting Date: MAY 31, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Earl E. Congdon          For       For          Management
1.2   Elect Director David S. Congdon         For       For          Management
1.3   Elect Director John R. Congdon          For       For          Management
1.4   Elect Director J. Paul Breitbach        For       For          Management
1.5   Elect Director John R. Congdon, Jr.     For       For          Management
1.6   Elect Director Robert G. Culp, III      For       For          Management
1.7   Elect Director John D. Kasarda          For       For          Management
1.8   Elect Director Leo H. Suggs             For       For          Management
1.9   Elect Director D. Michael Wray          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Executive Incentive Bonus Plan    For       For          Management


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

OMNICARE, INC.

Ticker:       OCR            Security ID:  681904108
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James D. Shelton         For       For          Management
1b    Elect Director Steven J. Heyer          For       For          Management
1c    Elect Director John Workman             For       For          Management
1d    Elect Director Amy Wallman              For       For          Management
1e    Elect Director Andrea R. Lindell        For       For          Management
1f    Elect Director Barry Schochet           For       For          Management
1g    Elect Director Mark A. Emmert           For       For          Management
1h    Elect Director Sam R. Leno              For       For          Management
1i    Elect Director John L. Bernbach         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

ONYX PHARMACEUTICALS, INC.

Ticker:       ONXX           Security ID:  683399109
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Corinne H. Nevinny       For       For          Management
1.2   Elect Director Thomas G. Wiggans        For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


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

ORITANI FINANCIAL CORP.

Ticker:       ORIT           Security ID:  68633D103
Meeting Date: NOV 20, 2012   Meeting Type: Annual
Record Date:  OCT 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael A. DeBernardi    For       Withhold     Management
1.2   Elect Director Robert S. Hekemian, Jr.  For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PACKAGING CORPORATION OF AMERICA

Ticker:       PKG            Security ID:  695156109
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Cheryl K. Beebe          For       For          Management
1.2   Elect Director Hasan Jameel             For       For          Management
1.3   Elect Director Mark W. Kowlzan          For       For          Management
1.4   Elect Director Robert C. Lyons          For       For          Management
1.5   Elect Director Samuel M. Mencoff        For       For          Management
1.6   Elect Director Roger B. Porter          For       For          Management
1.7   Elect Director Thomas S. Souleles       For       For          Management
1.8   Elect Director Paul T. Stecko           For       For          Management
1.9   Elect Director James D. Woodrum         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

PAREXEL INTERNATIONAL CORPORATION

Ticker:       PRXL           Security ID:  699462107
Meeting Date: DEC 06, 2012   Meeting Type: Annual
Record Date:  OCT 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eduard E. Holdener       For       For          Management
1.2   Elect Director Richard L. Love          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Increase Authorized Common Stock        For       For          Management
5     Ratify Auditors                         For       For          Management


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

PATTERSON COMPANIES, INC.

Ticker:       PDCO           Security ID:  703395103
Meeting Date: SEP 10, 2012   Meeting Type: Annual
Record Date:  JUL 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Scott P. Anderson        For       For          Management
1.2   Elect Director Ellen A. Rudnick         For       For          Management
1.3   Elect Director Harold C. Slavkin        For       For          Management
1.4   Elect Director James W. Wiltz           For       For          Management
1.5   Elect Director Jody H. Feragen          For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management
7     Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting


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

PEOPLE'S UNITED FINANCIAL, INC.

Ticker:       PBCT           Security ID:  712704105
Meeting Date: APR 18, 2013   Meeting Type: Annual
Record Date:  FEB 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin T. Bottomley       For       For          Management
1.2   Elect Director John K. Dwight           For       For          Management
1.3   Elect Director Janet M. Hansen          For       For          Management
1.4   Elect Director Mark W. Richards         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Declassify the Board of Directors       For       For          Management
4     Ratify Auditors                         For       For          Management


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

PERKINELMER, INC.

Ticker:       PKI            Security ID:  714046109
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter Barrett            For       For          Management
1b    Elect Director Robert F. Friel          For       For          Management
1c    Elect Director Nicholas A. Lopardo      For       For          Management
1d    Elect Director Alexis P. Michas         For       For          Management
1e    Elect Director James C. Mullen          For       For          Management
1f    Elect Director Vicki L. Sato            For       For          Management
1g    Elect Director Kenton J. Sicchitano     For       For          Management
1h    Elect Director Patrick J. Sullivan      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PLANTRONICS, INC.

Ticker:       PLT            Security ID:  727493108
Meeting Date: AUG 10, 2012   Meeting Type: Annual
Record Date:  JUN 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marv Tseu                For       For          Management
1.2   Elect Director Ken Kannappan            For       For          Management
1.3   Elect Director Brian Dexheimer          For       For          Management
1.4   Elect Director Robert Hagerty           For       For          Management
1.5   Elect Director Gregg Hammann            For       For          Management
1.6   Elect Director John Hart                For       For          Management
1.7   Elect Director Marshall Mohr            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PSS WORLD MEDICAL, INC.

Ticker:       PSSI           Security ID:  69366A100
Meeting Date: AUG 16, 2012   Meeting Type: Annual
Record Date:  JUN 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey C. Crowe         For       For          Management
2     Elect Director A. Hugh Greene           For       For          Management
3     Elect Director Steven T. Halverson      For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

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


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

QEP RESOURCES, INC.

Ticker:       QEP            Security ID:  74733V100
Meeting Date: MAY 24, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Julie A. Dill            For       For          Management
1.2   Elect Director L. Richard Flury         For       For          Management
1.3   Elect Director M.W. Scoggins            For       For          Management
1.4   Elect Director Robert E. McKee, III     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder


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

QLOGIC CORPORATION

Ticker:       QLGC           Security ID:  747277101
Meeting Date: AUG 23, 2012   Meeting Type: Annual
Record Date:  JUN 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Simon Biddiscombe        For       For          Management
2     Elect Director H.K. Desai               For       For          Management
3     Elect Director Balakrishnan S. Iyer     For       For          Management
4     Elect Director Kathryn B. Lewis         For       For          Management
5     Elect Director D. Scott Mercer          For       For          Management
6     Elect Director George D. Wells          For       For          Management
7     Elect Director William M. Zeitler       For       For          Management
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
9     Ratify Auditors                         For       For          Management


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

QUESTCOR PHARMACEUTICALS, INC.

Ticker:       QCOR           Security ID:  74835Y101
Meeting Date: MAY 24, 2013   Meeting Type: Annual
Record Date:  APR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Don M. Bailey            For       For          Management
1.2   Elect Director Neal C. Bradsher         For       For          Management
1.3   Elect Director Stephen C. Farrell       For       For          Management
1.4   Elect Director Louis Silverman          For       For          Management
1.5   Elect Director Virgil D. Thompson       For       For          Management
1.6   Elect Director Scott M. Whitcup         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

REGAL BELOIT CORPORATION

Ticker:       RBC            Security ID:  758750103
Meeting Date: APR 29, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Christopher L. Doerr     For       For          Management
1b    Elect Director Mark J. Gliebe           For       For          Management
1c    Elect Director Curtis W. Stoelting      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


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

REGIS CORPORATION

Ticker:       RGS            Security ID:  758932107
Meeting Date: OCT 25, 2012   Meeting Type: Annual
Record Date:  AUG 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel G. Beltzman       For       For          Management
1.2   Elect Director Joseph L. Conner         For       For          Management
1.3   Elect Director James P. Fogarty         For       For          Management
1.4   Elect Director Daniel J. Hanrahan       For       For          Management
1.5   Elect Director Michael J. Merriman      For       For          Management
1.6   Elect Director Jeffrey C. Smith         For       For          Management
1.7   Elect Director Stephen E. Watson        For       For          Management
1.8   Elect Director David P. Williams        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

RESMED INC.

Ticker:       RMD            Security ID:  761152107
Meeting Date: NOV 15, 2012   Meeting Type: Annual
Record Date:  SEP 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Election Director Peter Farrell         For       Against      Management
1b    Election Director Gary Pace             For       Against      Management
1c    Election Director Ronald Taylor         For       Against      Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management


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

RESOURCES CONNECTION, INC.

Ticker:       RECN           Security ID:  76122Q105
Meeting Date: OCT 18, 2012   Meeting Type: Annual
Record Date:  AUG 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Susan Crawford           For       For          Management
1.2   Elect Director Donald Murray            For       For          Management
1.3   Elect Director A. Robert Pisano         For       For          Management
1.4   Elect Director Michael Wargotz          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ROBERT HALF INTERNATIONAL INC.

Ticker:       RHI            Security ID:  770323103
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

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


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

ROSS STORES, INC.

Ticker:       ROST           Security ID:  778296103
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael Balmuth          For       For          Management
1b    Elect Director K. Gunnar Bjorklund      For       For          Management
1c    Elect Director Sharon D. Garrett        For       For          Management
1d    Elect Director Michael J. Bush          For       For          Management
1e    Elect Director Norman A. Ferber         For       For          Management
1f    Elect Director Gregory L. Quesnel       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

SCHOLASTIC CORPORATION

Ticker:       SCHL           Security ID:  807066105
Meeting Date: SEP 19, 2012   Meeting Type: Annual
Record Date:  JUL 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James W. Barge           For       For          Management
1.2   Elect Director Marianne Caponnetto      For       For          Management
1.3   Elect Director John G. McDonald         For       For          Management


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

SEACHANGE INTERNATIONAL, INC.

Ticker:       SEAC           Security ID:  811699107
Meeting Date: JUL 18, 2012   Meeting Type: Annual
Record Date:  MAY 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raghu Rau                For       For          Management
1.2   Elect Director Carmine Vona             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SEMTECH CORPORATION

Ticker:       SMTC           Security ID:  816850101
Meeting Date: JUN 20, 2013   Meeting Type: Annual
Record Date:  APR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Glen M. Antle            For       For          Management
1.2   Elect Director W. Dean Baker            For       For          Management
1.3   Elect Director James P. Burra           For       For          Management
1.4   Elect Director Bruce C. Edwards         For       For          Management
1.5   Elect Director Rockell N. Hankin        For       For          Management
1.6   Elect Director James T. Lindstrom       For       For          Management
1.7   Elect Director Mohan R. Maheswaran      For       For          Management
1.8   Elect Director John L. Piotrowski       For       For          Management
1.9   Elect Director Carmelo J. Santoro       For       For          Management
1.10  Elect Director Sylvia Summers           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


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

SKYWORKS SOLUTIONS, INC.

Ticker:       SWKS           Security ID:  83088M102
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David J. McLachlan       For       For          Management
1.2   Elect Director David J. Aldrich         For       For          Management
1.3   Elect Director Kevin L. Beebe           For       For          Management
1.4   Elect Director Timothy R. Furey         For       For          Management
1.5   Elect Director Balakrishnan S. Iyer     For       For          Management
1.6   Elect Director Thomas C. Leonard        For       For          Management
1.7   Elect Director David P. McGlade         For       For          Management
1.8   Elect Director Robert A. Schriesheim    For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

SMITHFIELD FOODS, INC.

Ticker:       SFD            Security ID:  832248108
Meeting Date: SEP 19, 2012   Meeting Type: Annual
Record Date:  JUL 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph W. Luter, III     For       For          Management
1.2   Elect Director C. Larry Pope            For       For          Management
1.3   Elect Director Wendell H. Murphy, Sr.   For       For          Management
1.4   Elect Director Paul S. Trible, Jr.      For       For          Management
2a    Declassify the Board of Directors       For       For          Management
2b    Reduce Supermajority Vote Requirement   For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SPARTAN STORES, INC.

Ticker:       SPTN           Security ID:  846822104
Meeting Date: AUG 15, 2012   Meeting Type: Annual
Record Date:  JUN 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M. Shan Atkins           For       For          Management
1.2   Elect Director Wendy A. Beck            For       For          Management
1.3   Elect Director Frank M. Gambino         For       For          Management
1.4   Elect Director Yvonne R. Jackson        For       For          Management
1.5   Elect Director Elizabeth A. Nickels     For       For          Management
1.6   Elect Director Timothy J. O'Donovan     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

STANDEX INTERNATIONAL CORPORATION

Ticker:       SXI            Security ID:  854231107
Meeting Date: OCT 31, 2012   Meeting Type: Annual
Record Date:  SEP 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles H. Cannon, Jr.   For       For          Management
1.2   Elect Director Gerald H. Fickenscher    For       For          Management
1.3   Elect Director Edward J. Trainor        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

STARWOOD PROPERTY TRUST, INC.

Ticker:       STWD           Security ID:  85571B105
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director  Richard D. Bronson      For       For          Management
1.2   Elect Director Jeffrey F. DiModica      For       For          Management
1.3   Elect Director Jeffrey G. Dishner       For       For          Management
1.4   Elect Director Camille J. Douglas       For       For          Management
1.5   Elect Director  Boyd W. Fellows         For       For          Management
1.6   Elect Director Barry S. Sternlicht      For       For          Management
1.7   Elect Director Strauss Zelnick          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


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

STEELCASE INC.

Ticker:       SCS            Security ID:  858155203
Meeting Date: JUL 11, 2012   Meeting Type: Annual
Record Date:  MAY 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William P. Crawford      For       Withhold     Management
1.2   Elect Director R. David Hoover          For       For          Management
1.3   Elect Director Elizabeth Valk Long      For       For          Management
1.4   Elect Director Robert C. Pew III        For       For          Management
1.5   Elect Director P. Craig Welch, Jr.      For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

STERIS CORPORATION

Ticker:       STE            Security ID:  859152100
Meeting Date: JUL 26, 2012   Meeting Type: Annual
Record Date:  MAY 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Breeden       For       For          Management
1.2   Elect Director Cynthia L. Feldmann      For       For          Management
1.3   Elect Director Jacqueline B. Kosecoff   For       For          Management
1.4   Elect Director David B. Lewis           For       For          Management
1.5   Elect Director Kevin M. McMullen        For       For          Management
1.6   Elect Director Walter M Rosebrough, Jr. For       For          Management
1.7   Elect Director Mohsen M. Sohi           For       For          Management
1.8   Elect Director John P. Wareham          For       For          Management
1.9   Elect Director Loyal W. Wilson          For       For          Management
1.10  Elect Director Michael B. Wood          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SUN COMMUNITIES, INC.

Ticker:       SUI            Security ID:  866674104
Meeting Date: JUL 19, 2012   Meeting Type: Annual
Record Date:  MAY 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Paul D. Lapides          For       For          Management
2     Elect Director Robert H. Naftaly        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan


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

SXC HEALTH SOLUTIONS CORP.

Ticker:       SXCI           Security ID:  78505P100
Meeting Date: JUL 02, 2012   Meeting Type: Special
Record Date:  MAY 31, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Amend Omnibus Stock Plan                For       For          Management
3     Change Company Name to Catamaran        For       For          Management
      Corporation
4     Adjourn Meeting                         For       For          Management


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

SYNOPSYS, INC.

Ticker:       SNPS           Security ID:  871607107
Meeting Date: APR 03, 2013   Meeting Type: Annual
Record Date:  FEB 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Aart J. de Geus          For       For          Management
1.2   Elect Director Chi-Foon Chan            For       For          Management
1.3   Elect Director Alfred Castino           For       For          Management
1.4   Elect Director Bruce R. Chizen          For       For          Management
1.5   Elect Director Deborah A. Coleman       For       For          Management
1.6   Elect Director Chrysostomos L. 'Max'    For       For          Management
      Nikias
1.7   Elect Director John G. Schwarz          For       For          Management
1.8   Elect Director Roy Vallee               For       For          Management
1.9   Elect Director Steven C. Walske         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

TELECOM CORPORATION OF NEW ZEALAND LTD.

Ticker:       TEL            Security ID:  879278208
Meeting Date: SEP 28, 2012   Meeting Type: Annual
Record Date:  AUG 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Board to Fix the              For       For          Management
      Remuneration of KPMG, the Auditors of
      the Company
2     Elect Mark Verbiest as a Director       For       For          Management
3     Elect Paul Berriman as a Director       For       For          Management
4     Elect Simon Moutter as a Director       For       For          Management
5     Approve the Issuance of Up to 1         For       For          Management
      Million Shares to Simon Moutter, Chief
      Executive Officer of the Company
6     Approve the Issuance of Up to 2.5       For       For          Management
      Million Share Rights to Simon Moutter,
      Chief Executive Officer of the Company


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

TETRA TECH, INC.

Ticker:       TTEK           Security ID:  88162G103
Meeting Date: FEB 26, 2013   Meeting Type: Annual
Record Date:  JAN 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dan L. Batrack           For       For          Management
1.2   Elect Director Hugh M. Grant            For       For          Management
1.3   Elect Director Patrick C. Haden         For       For          Management
1.4   Elect Director J. Christopher Lewis     For       For          Management
1.5   Elect Director Albert E. Smith          For       For          Management
1.6   Elect Director J. Kenneth Thompson      For       For          Management
1.7   Elect Director Richard H. Truly         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 FINISH LINE, INC.

Ticker:       FINL           Security ID:  317923100
Meeting Date: JUL 19, 2012   Meeting Type: Annual
Record Date:  MAY 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bill Kirkendall          For       For          Management
1.2   Elect Director William P. Carmichael    For       For          Management
1.3   Elect Director Richard P. Crystal       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TIBCO SOFTWARE INC.

Ticker:       TIBX           Security ID:  88632Q103
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Vivek Y. Ranadive        For       For          Management
1.2   Elect Director Nanci E. Caldwell        For       For          Management
1.3   Elect Director Eric C.W. Dunn           For       For          Management
1.4   Elect Director Narendra K. Gupta        For       For          Management
1.5   Elect Director Peter J. Job             For       For          Management
1.6   Elect Director Philip K. Wood           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

TOLL BROTHERS, INC.

Ticker:       TOL            Security ID:  889478103
Meeting Date: MAR 13, 2013   Meeting Type: Annual
Record Date:  JAN 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Douglas C. Yearley, Jr.  For       For          Management
1.2   Elect Director Robert S. Blank          For       For          Management
1.3   Elect Director Edward G. Boehne         For       For          Management
1.4   Elect Director Richard J. Braemer       For       For          Management
1.5   Elect Director Carl E. Marbach          For       For          Management
1.6   Elect Director Stephen A. Novick        For       For          Management
1.7   Elect Director Paul E. Shapiro          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     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

UGI CORPORATION

Ticker:       UGI            Security ID:  902681105
Meeting Date: JAN 24, 2013   Meeting Type: Annual
Record Date:  NOV 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lon R. Greenberg         For       For          Management
1.2   Elect Director Marvin O. Schlanger      For       For          Management
1.3   Elect Director Anne Pol                 For       For          Management
1.4   Elect Director Ernest E. Jones          For       For          Management
1.5   Elect Director John L. Walsh            For       For          Management
1.6   Elect Director Roger B. Vincent         For       For          Management
1.7   Elect Director M. Shawn Puccio          For       For          Management
1.8   Elect Director Richard W. Gochnauer     For       For          Management
1.9   Elect Director Frank S. Hermance        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


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

UNIFIRST CORPORATION

Ticker:       UNF            Security ID:  904708104
Meeting Date: JAN 08, 2013   Meeting Type: Annual
Record Date:  NOV 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Phillip L. Cohen         For       For          Management
1.2   Elect Director Cynthia Croatti          For       For          Management
2     Ratify Auditors                         For       For          Management


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

UNIVERSAL CORPORATION

Ticker:       UVV            Security ID:  913456109
Meeting Date: AUG 07, 2012   Meeting Type: Annual
Record Date:  JUN 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John B. Adams, Jr.       For       For          Management
1.2   Elect Director Diana F. Cantor          For       For          Management
1.3   Elect Director Robert C. Sledd          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


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

VILLAGE SUPER MARKET, INC.

Ticker:       VLGEA          Security ID:  927107409
Meeting Date: DEC 14, 2012   Meeting Type: Annual
Record Date:  OCT 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James Sumas              For       Withhold     Management
1.2   Elect Director Robert Sumas             For       Withhold     Management
1.3   Elect Director William Sumas            For       Withhold     Management
1.4   Elect Director John P. Sumas            For       Withhold     Management
1.5   Elect Director Kevin Begley             For       Withhold     Management
1.6   Elect Director Nicholas Sumas           For       Withhold     Management
1.7   Elect Director John J. Sumas            For       Withhold     Management
1.8   Elect Director Steven Crystal           For       For          Management
1.9   Elect Director David C. Judge           For       For          Management
1.10  Elect Director Peter R. Lavoy           For       For          Management
1.11  Elect Director Stephen F. Rooney        For       For          Management
2     Ratify Auditors                         For       For          Management


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

VOXX INTERNATIONAL CORPORATION

Ticker:       VOXX           Security ID:  91829F104
Meeting Date: JUL 19, 2012   Meeting Type: Annual
Record Date:  JUN 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul C. Kreuch, Jr.      For       For          Management
1.2   Elect Director Dennis F. McManus        For       For          Management
1.3   Elect Director Peter A. Lesser          For       For          Management
1.4   Elect Director John J. Shalam           For       Withhold     Management
1.5   Elect Director Patrick M. Lavelle       For       Withhold     Management
1.6   Elect Director Charles M. Stoehr        For       Withhold     Management
1.7   Elect Director Philip Christopher       For       For          Management
1.8   Elect Director Ari M. Shalam            For       Withhold     Management
1.9   Elect Director Fred S. Klipsch          For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management


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

WASHINGTON FEDERAL, INC.

Ticker:       WAFD           Security ID:  938824109
Meeting Date: JAN 16, 2013   Meeting Type: Annual
Record Date:  NOV 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas J. Kelley         For       For          Management
1.2   Elect Director Barbara L. Smith         For       For          Management
1.3   Elect Director David K. Grant           For       For          Management
1.4   Elect Director Randall H. Talbot        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

WASTE CONNECTIONS, INC.

Ticker:       WCN            Security ID:  941053100
Meeting Date: JUN 14, 2013   Meeting Type: Annual
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edward E. 'Ned' Guillet  For       For          Management
2     Elect Director Ronald J. Mittelstaedt   For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Reduce Supermajority Vote Requirement   For       For          Management


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

WEIS MARKETS, INC.

Ticker:       WMK            Security ID:  948849104
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Weis           For       Withhold     Management
1.2   Elect Director Jonathan H. Weis         For       Withhold     Management
1.3   Elect Director David J. Hepfinger       For       Withhold     Management
1.4   Elect Director Harold G. Graber         For       Withhold     Management
1.5   Elect DirectorEdward J. Lauth, III      For       For          Management
1.6   Elect Director Gerrald B. Silverman     For       Withhold     Management
1.7   Elect Director Glenn D. Steele, Jr.     For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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

WELLCARE HEALTH PLANS, INC.

Ticker:       WCG            Security ID:  94946T106
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Carol J. Burt            For       For          Management
1b    Elect Director Roel C. Campos           For       For          Management
1c    Elect Director Alec Cunningham          For       For          Management
1d    Elect Director David J. Gallitano       For       For          Management
1e    Elect Director D. Robert Graham         For       For          Management
1f    Elect Director Kevin F. Hickey          For       For          Management
1g    Elect Director Christian P. Michalik    For       For          Management
1h    Elect Director Glenn D. Steele, Jr.     For       For          Management
1i    Elect Director William L. Trubeck       For       For          Management
1j    Elect Director Paul E. Weaver           For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

WESTERN DIGITAL CORPORATION

Ticker:       WDC            Security ID:  958102105
Meeting Date: NOV 08, 2012   Meeting Type: Annual
Record Date:  SEP 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Kathleen A. Cote         For       For          Management
1b    Elect Director John F. Coyne            For       For          Management
1c    Elect Director Henry T. DeNero          For       For          Management
1d    Elect Director William L. Kimsey        For       For          Management
1e    Elect Director Michael D. Lambert       For       For          Management
1f    Elect Director Len J. Lauer             For       For          Management
1g    Elect Director Matthew E. Massengill    For       For          Management
1h    Elect Director Roger H. Moore           For       For          Management
1i    Elect Director Kensuke Oka              For       For          Management
1j    Elect Director Thomas E. Pardun         For       For          Management
1k    Elect Director Arif Shakeel             For       For          Management
1l    Elect Director Masahiro Yamamura        For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management


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

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

Ticker:       WAB            Security ID:  929740108
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Brooks         For       For          Management
1.2   Elect Director William E. Kassling      For       For          Management
1.3   Elect Director Albert J. Neupaver       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Increase Authorized Common Stock        For       For          Management
4     Ratify Auditors                         For       For          Management


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

WORLD ACCEPTANCE CORPORATION

Ticker:       WRLD           Security ID:  981419104
Meeting Date: AUG 01, 2012   Meeting Type: Annual
Record Date:  JUN 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. Alexander McLean, III For       For          Management
1.2   Elect Director James R. Gilreath        For       For          Management
1.3   Elect Director William S. Hummers, III  For       For          Management
1.4   Elect Director Charles D. Way           For       For          Management
1.5   Elect Director Ken R. Bramlett, Jr.     For       For          Management
1.6   Elect Director Scott J. Vassalluzzo     For       For          Management
1.7   Elect Director Darrell E. Whitaker      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

WORTHINGTON INDUSTRIES, INC.

Ticker:       WOR            Security ID:  981811102
Meeting Date: SEP 27, 2012   Meeting Type: Annual
Record Date:  AUG 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John B. Blystone         For       For          Management
1.2   Elect Director Mark C. Davis            For       For          Management
1.3   Elect Director Sidney A. Ribeau         For       Against      Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

ZYGO CORPORATION

Ticker:       ZIGO           Security ID:  989855101
Meeting Date: NOV 14, 2012   Meeting Type: Annual
Record Date:  SEP 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen D. Fantone       For       For          Management
1.2   Elect Director Samuel H. Fuller         For       For          Management
1.3   Elect Director Chris L. Koliopoulos     For       For          Management
1.4   Elect Director Seymour E. Liebman       For       Withhold     Management
1.5   Elect Director Robert B. Taylor         For       For          Management
1.6   Elect Director Carol P. Wallace         For       For          Management
1.7   Elect Director Gary K. Willis           For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         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.

Registrant:                 Oppenheimer Main Street Small- & Mid-Cap Fund

By:                                                William F. Glavin, Jr.*
                                                  William F. Glavin, Jr.,
                                 President and Principal Executive Officer

Date:  August 30, 2013

*By:   /s/ Randy Legg
       Randy Legg, Attorney in Fact