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:                    811-04410

Exact name of registrant as specified in charter:
                                           Oppenheimer Discovery 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:                                            9/30

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

Item 1.

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

ICA File Number: 811-04410
Reporting Period: 07/01/2012 - 06/30/2013
Oppenheimer Discovery Fund









========================== Oppenheimer Discovery Fund ==========================


A. O. SMITH CORPORATION

Ticker:       AOS            Security ID:  831865209
Meeting Date: APR 15, 2013   Meeting Type: Annual
Record Date:  FEB 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gloster B. Current, Jr.  For       For          Management
1.2   Elect Director William P. Greubel       For       For          Management
1.3   Elect Director Idelle K. Wolf           For       For          Management
1.4   Elect Director Gene C. Wulf             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Increase Authorized Common Stock        For       For          Management
5     Reduce Authorized Class A Common Stock  For       For          Management


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ACADIA HEALTHCARE COMPANY, INC.

Ticker:       ACHC           Security ID:  00404A109
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William F. Grieco        For       For          Management
1.2   Elect Director Joey A. Jacobs           For       Withhold     Management
1.3   Elect Director Kyle D. Lattner          For       Withhold     Management
1.4   Elect Director Reeve B. Waud            For       Withhold     Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Ratify Auditors                         For       For          Management


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AIR METHODS CORPORATION

Ticker:       AIRM           Security ID:  009128307
Meeting Date: DEC 03, 2012   Meeting Type: Special
Record Date:  OCT 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Increase Authorized Preferred and       For       Against      Management
      Common Stock
2     Amend Omnibus Stock Plan                For       For          Management


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AIR METHODS CORPORATION

Ticker:       AIRM           Security ID:  009128307
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 17, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George W. Belsey         For       For          Management
1.2   Elect Director C. David Kikumoto        For       For          Management
1.3   Elect Director Carl H. McNair, Jr.      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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AKORN, INC.

Ticker:       AKRX           Security ID:  009728106
Meeting Date: MAY 03, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John N.  Kapoor          For       For          Management
1.2   Elect Director Ronald M.  Johnson       For       For          Management
1.3   Elect Director Brian Tambi              For       For          Management
1.4   Elect Director Steven J. Meyer          For       For          Management
1.5   Elect Director Alan Weinstein           For       For          Management
1.6   Elect Director Kenneth S. Abramowitz    For       For          Management
1.7   Elect Director Adrienne L. Graves       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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AMERICAN VANGUARD CORPORATION

Ticker:       AVD            Security ID:  030371108
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 16, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lawrence S. Clark        For       For          Management
1.2   Elect Director Debra F. Edwards         For       For          Management
1.3   Elect Director Alfred F. Ingulli        For       For          Management
1.4   Elect Director John L. Killmer          For       For          Management
1.5   Elect Director Carl R. Soderlind        For       For          Management
1.6   Elect Director Irving J. Thau           For       For          Management
1.7   Elect Director Eric G. Wintemute        For       For          Management
1.8   Elect Director M. Esmail Zirakparvar    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


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ANNIE'S INC.

Ticker:       BNNY           Security ID:  03600T104
Meeting Date: SEP 10, 2012   Meeting Type: Annual
Record Date:  JUL 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David A. Behnke          For       For          Management
1.2   Elect Director Julie D. Klapstein       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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APPROACH RESOURCES INC.

Ticker:       AREX           Security ID:  03834A103
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Ross Craft            For       For          Management
1.2   Elect Director Bryan H. Lawrence        For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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ASBURY AUTOMOTIVE GROUP, INC.

Ticker:       ABG            Security ID:  043436104
Meeting Date: APR 17, 2013   Meeting Type: Annual
Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas C. DeLoach, Jr.   For       For          Management
1.2   Elect Director Michael S. Kearney       For       For          Management
1.3   Elect Director Philip F. Maritz         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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ASPEN TECHNOLOGY, INC.

Ticker:       AZPN           Security ID:  045327103
Meeting Date: DEC 06, 2012   Meeting Type: Annual
Record Date:  OCT 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark E. Fusco            For       Withhold     Management
1.2   Elect Director Gary E. Haroian          For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ATWOOD OCEANICS, INC.

Ticker:       ATW            Security ID:  050095108
Meeting Date: FEB 14, 2013   Meeting Type: Annual
Record Date:  DEC 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Deborah A. Beck          For       For          Management
1.2   Elect Director George S. Dotson         For       For          Management
1.3   Elect Director Jack E. Golden           For       For          Management
1.4   Elect Director Hans Helmerich           For       For          Management
1.5   Elect Director James R. Montague        For       For          Management
1.6   Elect Director Robert J. Saltiel        For       For          Management
1.7   Elect Director Phil D. Wedemeyer        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Change Range for Size of the Board      For       Against      Management
5     Ratify Auditors                         For       For          Management


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BAZAARVOICE, INC.

Ticker:       BV             Security ID:  073271108
Meeting Date: OCT 09, 2012   Meeting Type: Annual
Record Date:  AUG 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Neeraj Agrawal           For       For          Management
1.2   Elect Director Christopher A. Pacitti   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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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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BONANZA CREEK ENERGY, INC.

Ticker:       BCEI           Security ID:  097793103
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 29, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James A. Watt            For       For          Management
1.2   Elect Director Gregory P. Raih          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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BOULDER BRANDS, INC.

Ticker:       BDBD           Security ID:  101405108
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen B. Hughes        For       For          Management
1.2   Elect Director James E. Lewis           For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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BUFFALO WILD WINGS, INC.

Ticker:       BWLD           Security ID:  119848109
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sally J. Smith           For       For          Management
1.2   Elect Director J. Oliver Maggard        For       For          Management
1.3   Elect Director  James M. Damian         For       For          Management
1.4   Elect Director Dale M. Applequist       For       For          Management
1.5   Elect Director Warren E. Mack           For       For          Management
1.6   Elect Director Michael P. Johnson       For       For          Management
1.7   Elect Director Jerry R. Rose            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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CAPITAL SENIOR LIVING CORPORATION

Ticker:       CSU            Security ID:  140475104
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James A. Moore           For       For          Management
1.2   Elect Director Philip A. Brooks         For       For          Management
1.3   Elect Director Ronald A. Malone         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Shareholder Rights Plan (Poison   For       For          Management
      Pill)
5     Other Business                          For       Against      Management


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CATALYST HEALTH SOLUTIONS, INC.

Ticker:       CHSI           Security ID:  14888B103
Meeting Date: JUL 02, 2012   Meeting Type: Special
Record Date:  MAY 31, 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


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CAVIUM, INC.

Ticker:       CAVM           Security ID:  14964U108
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Syed B. Ali              For       For          Management
1.2   Elect Director Anthony S. Thornley      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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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


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CHART INDUSTRIES, INC.

Ticker:       GTLS           Security ID:  16115Q308
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Samuel F. Thomas         For       For          Management
1.2   Elect Director W. Douglas Brown         For       For          Management
1.3   Elect Director Richard E. Goodrich      For       For          Management
1.4   Elect Director Steven W. Krablin        For       For          Management
1.5   Elect Director Michael W. Press         For       For          Management
1.6   Elect Director James M. Tidwell         For       For          Management
1.7   Elect Director Thomas L. Williams       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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CIRRUS LOGIC, INC.

Ticker:       CRUS           Security ID:  172755100
Meeting Date: JUL 26, 2012   Meeting Type: Annual
Record Date:  MAY 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John C. Carter           For       For          Management
1.2   Elect Director Timothy R. Dehne         For       For          Management
1.3   Elect Director Jason P. Rhode           For       For          Management
1.4   Elect Director Alan R. Schuele          For       For          Management
1.5   Elect Director William D. Sherman       For       For          Management
1.6   Elect Director Susan Wang               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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COMMVAULT SYSTEMS, INC.

Ticker:       CVLT           Security ID:  204166102
Meeting Date: AUG 22, 2012   Meeting Type: Annual
Record Date:  JUL 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director N. Robert Hammer         For       For          Management
1.2   Elect Director Keith Geeslin            For       For          Management
1.3   Elect Director Gary B. Smith            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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CONN'S, INC.

Ticker:       CONN           Security ID:  208242107
Meeting Date: JUN 04, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jon E.M. Jacoby          For       For          Management
1.2   Elect Director Kelly M. Malson          For       For          Management
1.3   Elect Director Bob L. Martin            For       For          Management
1.4   Elect Director Douglas H. Martin        For       For          Management
1.5   Elect Director David Schofman           For       For          Management
1.6   Elect Director Scott L. Thompson        For       For          Management
1.7   Elect Director Theodore M. Wright       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Other Business                          For       Against      Management


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CORESITE REALTY CORPORATION

Ticker:       COR            Security ID:  21870Q105
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert G. Stuckey        For       For          Management
1.2   Elect Director Thomas M. Ray            For       For          Management
1.3   Elect Director James A. Attwood, Jr.    For       For          Management
1.4   Elect Director Michael Koehler          For       For          Management
1.5   Elect Director Paul E. Szurek           For       For          Management
1.6   Elect Director J. David Thompson        For       For          Management
1.7   Elect Director David A. Wilson          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


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CORNERSTONE ONDEMAND, INC.

Ticker:       CSOD           Security ID:  21925Y103
Meeting Date: JUN 11, 2013   Meeting Type: Annual
Record Date:  APR 16, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James McGeever           For       For          Management
1.2   Elect Director Harold W. Burlingame     For       For          Management
2     Ratify Auditors                         For       For          Management


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COSTAR GROUP, INC.

Ticker:       CSGP           Security ID:  22160N109
Meeting Date: JUN 04, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael R. Klein         For       For          Management
1.2   Elect Director Andrew C. Florance       For       For          Management
1.3   Elect Director David Bonderman          For       For          Management
1.4   Elect Director Michael J. Glosserman    For       For          Management
1.5   Elect Director Warren H. Haber          For       For          Management
1.6   Elect Director John W. Hill             For       For          Management
1.7   Elect Director Christopher J. Nassetta  For       For          Management
1.8   Elect Director David J. Steinberg       For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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CUBIST PHARMACEUTICALS, INC.

Ticker:       CBST           Security ID:  229678107
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 16, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael Bonney           For       For          Management
1.2   Elect Director Mark Corrigan            For       For          Management
1.3   Elect Director Alison Lawton            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     Amend Bylaws to Make Changes Related    For       For          Management
      to Cubist's Recent Separation of the
      Roles of Chief Executive Officer and
      President
5     Amend Bylaws Regarding the Conduct of   For       For          Management
      Stockholder Meetings
6     Amend the Charter to Give the CEO       For       For          Management
      Authority to Call Special Meetings
7     Ratify Auditors                         For       For          Management


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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


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DORMAN PRODUCTS, INC.

Ticker:       DORM           Security ID:  258278100
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Berman         For       For          Management
1.2   Elect Director Paul R. Lederer          For       For          Management
1.3   Elect Director Edgar W. Levin           For       For          Management
1.4   Elect Director Robert M. Lynch          For       For          Management
1.5   Elect Director Richard T. Riley         For       For          Management
2     Ratify Auditors                         For       For          Management


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DRIL-QUIP, INC.

Ticker:       DRQ            Security ID:  262037104
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alexander P. Shukis      For       For          Management
1.2   Elect Director Terence B. Jupp          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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EAGLE MATERIALS INC.

Ticker:       EXP            Security ID:  26969P108
Meeting Date: AUG 07, 2012   Meeting Type: Annual
Record Date:  JUN 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. William Barnett       For       For          Management
2     Elect Director Ed H. Bowman             For       For          Management
3     Elect Director David W. Quinn           For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management


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ELIZABETH ARDEN, INC.

Ticker:       RDEN           Security ID:  28660G106
Meeting Date: NOV 07, 2012   Meeting Type: Annual
Record Date:  SEP 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director E. Scott Beattie         For       For          Management
1.2   Elect Director Fred Berens              For       For          Management
1.3   Elect Director Maura J. Clark           For       For          Management
1.4   Elect Director Richard C.W. Mauran      For       For          Management
1.5   Elect Director William M. Tatham        For       For          Management
1.6   Elect Director J. W. Nevil Thomas       For       For          Management
1.7   Elect Director A. Salman Amin           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Animal Testing and            Against   Abstain      Shareholder
      Alternatives


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ENDOLOGIX, INC.

Ticker:       ELGX           Security ID:  29266S106
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory D. Waller        For       For          Management
1.2   Elect Director Thomas C. Wilder, III    For       For          Management
1.3   Elect Director Thomas F. Zenty, III     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 Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management


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ENERGY XXI (BERMUDA) LIMITED

Ticker:       5E3B           Security ID:  G10082140
Meeting Date: NOV 06, 2012   Meeting Type: Annual
Record Date:  SEP 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Paul Davison as Director          For       For          Management
1.2   Elect Hill Feinberg as Director         For       For          Management
2     Approve UHY LLP as Auditors and         For       For          Management
      Authorize Board to Fix Their
      Remuneration


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EVERCORE PARTNERS INC.

Ticker:       EVR            Security ID:  29977A105
Meeting Date: JUN 19, 2013   Meeting Type: Annual
Record Date:  APR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roger C. Altman          For       For          Management
1.2   Elect Director Pedro Aspe               For       For          Management
1.3   Elect Director Richard I. Beattie       For       Withhold     Management
1.4   Elect Director Francois de Saint Phalle For       For          Management
1.5   Elect Director Gail B. Harris           For       For          Management
1.6   Elect Director Curt Hessler             For       For          Management
1.7   Elect Director Robert B. Millard        For       For          Management
1.8   Elect Director Anthony N. Pritzker      For       For          Management
1.9   Elect Director Ralph L. Schlosstein     For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Ratify Auditors                         For       For          Management


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FINANCIAL ENGINES, INC.

Ticker:       FNGN           Security ID:  317485100
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Heidi K. Fields          For       For          Management
1.2   Elect Director Joseph A. Grundfest      For       For          Management
1.3   Elect Director Paul G. Koontz           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management


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FIVE BELOW, INC.

Ticker:       FIVE           Security ID:  33829M101
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael F. Devine, III   For       For          Management
1.2   Elect Director Ronald L. Sargent        For       For          Management
2     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

FORUM ENERGY TECHNOLOGIES, INC.

Ticker:       FET            Security ID:  34984V100
Meeting Date: MAY 17, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. Christopher Gaut      For       For          Management
1.2   Elect Director David C. Baldwin         For       For          Management
1.3   Elect Director Franklin Myers           For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management


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

GEN-PROBE INCORPORATED

Ticker:       GPRO           Security ID:  36866T103
Meeting Date: JUL 31, 2012   Meeting Type: Special
Record Date:  JUN 29, 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


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

GENERAC HOLDINGS INC.

Ticker:       GNRC           Security ID:  368736104
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 23, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Aaron Jagdfeld           For       For          Management
1.2   Elect Director John D. Bowlin           For       For          Management
1.3   Elect Director Timothy Walsh            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GENESEE & WYOMING INC.

Ticker:       GWR            Security ID:  371559105
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard H. Bott          For       For          Management
1.2   Elect Director Oivind Lorentzen, III    For       For          Management
1.3   Elect Director Philip J. Ringo          For       For          Management
1.4   Elect Director Mark A. Scudder          For       For          Management
1.5   Elect Director Gregory S. Ledford       For       For          Management
2     Ratify Auditors                         For       For          Management


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

GUIDEWIRE SOFTWARE, INC.

Ticker:       GWRE           Security ID:  40171V100
Meeting Date: DEC 05, 2012   Meeting Type: Annual
Record Date:  OCT 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth W. Branson       For       For          Management
1.2   Elect Director Craig Ramsey             For       For          Management
1.3   Elect Director Marcus S. Ryu            For       For          Management
2     Ratify Auditors                         For       For          Management


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

H&E EQUIPMENT SERVICES, INC.

Ticker:       HEES           Security ID:  404030108
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary W. Bagley           For       For          Management
1.2   Elect Director John M. Engquist         For       For          Management
1.3   Elect Director Paul N. Arnold           For       For          Management
1.4   Elect Director Bruce C. Bruckmann       For       For          Management
1.5   Elect Director Patrick L. Edsell        For       For          Management
1.6   Elect Director Thomas J. Galligan, III  For       For          Management
1.7   Elect Director Lawrence C. Karlson      For       For          Management
1.8   Elect Director John T. Sawyer           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

HEALTHCARE SERVICES GROUP, INC.

Ticker:       HCSG           Security ID:  421906108
Meeting Date: MAY 28, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel P. McCartney      For       Withhold     Management
1.2   Elect Director Robert L. Frome          For       Withhold     Management
1.3   Elect Director Robert J. Moss           For       Withhold     Management
1.4   Elect Director John M. Briggs           For       Withhold     Management
1.5   Elect Director Dino D. Ottaviano        For       Withhold     Management
1.6   Elect Director Theodore Wahl            For       Withhold     Management
1.7   Elect Director Michael E. McBryan       For       Withhold     Management
1.8   Elect Director Diane S. Casey           For       Withhold     Management
1.9   Elect Director John J. McFadden         For       Withhold     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
5     Require Independent Board Chairman      Against   For          Shareholder


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

HELIX ENERGY SOLUTIONS GROUP, INC.

Ticker:       HLX            Security ID:  42330P107
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Owen Kratz               For       For          Management
1.2   Elect Director John V. Lovoi            For       For          Management
1.3   Elect Director Jan Rask                 For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

HEXCEL CORPORATION

Ticker:       HXL            Security ID:  428291108
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David E. Berges          For       For          Management
1.2   Elect Director Joel S. Beckman          For       For          Management
1.3   Elect Director Lynn Brubaker            For       For          Management
1.4   Elect Director Jeffrey C. Campbell      For       For          Management
1.5   Elect Director Sandra L. Derickson      For       For          Management
1.6   Elect Director W. Kim Foster            For       For          Management
1.7   Elect Director Thomas A. Gendron        For       For          Management
1.8   Elect Director Jeffrey A. Graves        For       For          Management
1.9   Elect Director David C. Hill            For       For          Management
1.10  Elect Director David L. Pugh            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


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

HOMEAWAY, INC.

Ticker:       AWAY           Security ID:  43739Q100
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian H. Sharples        For       For          Management
1.2   Elect Director Charles ("Lanny") Baker  For       For          Management
1.3   Elect Director Tina B. Sharkey          For       For          Management
2     Ratify Auditors                         For       For          Management


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

HSN, INC.

Ticker:       HSNI           Security ID:  404303109
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Costello         For       For          Management
1.2   Elect Director James M. Follo           For       For          Management
1.3   Elect Director Mindy Grossman           For       For          Management
1.4   Elect Director Stephanie Kugelman       For       For          Management
1.5   Elect Director Arthur C. Martinez       For       For          Management
1.6   Elect Director Thomas J. McInerney      For       Withhold     Management
1.7   Elect Director John B. (Jay) Morse      For       For          Management
1.8   Elect Director Ann Sarnoff              For       For          Management
1.9   Elect Director Courtnee Ulrich          For       For          Management
2     Ratify Auditors                         For       For          Management


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

ICON PLC

Ticker:       IJF            Security ID:  45103T107
Meeting Date: DEC 17, 2012   Meeting Type: Special
Record Date:  NOV 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Conversion to a Direct Listing  For       For          Management
      on NASDAQ
2     Amend Articles of Association Re:       For       For          Management
      Conversion to Direct Listing on NASDAQ
3     Authorize Share Repurchase Program      For       For          Management


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

IMPERVA, INC.

Ticker:       IMPV           Security ID:  45321L100
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Theresia Gouw            For       For          Management
1.2   Elect Director Frank Slootman           For       For          Management
1.3   Elect Director David N. Strohm          For       For          Management
2     Ratify Auditors                         For       For          Management


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

INSULET CORPORATION

Ticker:       PODD           Security ID:  45784P101
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Duane DeSisto            For       For          Management
1.2   Elect Director Steven Sobieski          For       Withhold     Management
1.3   Elect Director W. Mark Lortz            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

INTERACTIVE INTELLIGENCE GROUP, INC.

Ticker:       ININ           Security ID:  45841V109
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark E. Hill             For       For          Management
1.2   Elect Director Michael C. Heim          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       Against      Management
4     Ratify Auditors                         For       For          Management


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

IPG PHOTONICS CORPORATION

Ticker:       IPGP           Security ID:  44980X109
Meeting Date: JUN 04, 2013   Meeting Type: Annual
Record Date:  APR 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Valentin P. Gapontsev    For       For          Management
1.2   Elect Director Eugene Scherbakov        For       For          Management
1.3   Elect Director Igor Samartsev           For       For          Management
1.4   Elect Director Robert A. Blair          For       For          Management
1.5   Elect Director Michael C. Child         For       For          Management
1.6   Elect Director William F. Krupke        For       For          Management
1.7   Elect Director Henry E. Gauthier        For       For          Management
1.8   Elect Director William S. Hurley        For       For          Management
1.9   Elect Director John R. Peeler           For       For          Management
2     Ratify Auditors                         For       For          Management


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

JAZZ PHARMACEUTICALS PLC

Ticker:       JAZZ           Security ID:  G50871105
Meeting Date: JUL 27, 2012   Meeting Type: Annual
Record Date:  MAY 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kenneth W. O'Keefe       For       For          Management
2     Elect Director Alan M. Sebulsky         For       For          Management
3     Elect Director Catherine A. Sohn        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote  to Ratify Named          For       For          Management
      Executive Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

LINDSAY CORPORATION

Ticker:       LNN            Security ID:  535555106
Meeting Date: JAN 28, 2013   Meeting Type: Annual
Record Date:  DEC 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Howard G. Buffett        For       For          Management
1.2   Elect Director Michael C. Nahl          For       For          Management
1.3   Elect Director William F. Welsh, II     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LIQUIDITY SERVICES, INC.

Ticker:       LQDT           Security ID:  53635B107
Meeting Date: FEB 28, 2013   Meeting Type: Annual
Record Date:  JAN 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William P. Angrick, III  For       For          Management
1.2   Elect Director David A. Perdue, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LITHIA MOTORS, INC.

Ticker:       LAD            Security ID:  536797103
Meeting Date: APR 26, 2013   Meeting Type: Annual
Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sidney B. DeBoer         For       For          Management
1.2   Elect Director Thomas R. Becker         For       For          Management
1.3   Elect Director Susan O. Cain            For       For          Management
1.4   Elect Director Bryan B. DeBoer          For       For          Management
1.5   Elect Director M.L. Dick Heimann        For       For          Management
1.6   Elect Director Kenneth E. Roberts       For       For          Management
1.7   Elect Director William J. Young         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

LOUISIANA-PACIFIC CORPORATION

Ticker:       LPX            Security ID:  546347105
Meeting Date: MAY 03, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lizanne C. Gottung       For       For          Management
1.2   Elect Director Dustan E. McCoy          For       For          Management
1.3   Elect Director Colin D. Watson          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


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

LUMBER LIQUIDATORS HOLDINGS, INC.

Ticker:       LL             Security ID:  55003T107
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  APR 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Macon F. Brock, Jr.      For       For          Management
1.2   Elect Director John M. Presley          For       For          Management
1.3   Elect Director Thomas D. Sullivan       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

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


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

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


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

MONOLITHIC POWER SYSTEMS, INC.

Ticker:       MPWR           Security ID:  609839105
Meeting Date: JUN 13, 2013   Meeting Type: Annual
Record Date:  APR 16, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Herbert Chang            For       For          Management
1.2   Elect Director Eugen Elmiger            For       For          Management
1.3   Elect Director Michael R. Hsing         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       Against      Management
5     Approve Executive Incentive Bonus Plan  For       For          Management


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

MWI VETERINARY SUPPLY, INC.

Ticker:       MWIV           Security ID:  55402X105
Meeting Date: FEB 05, 2013   Meeting Type: Annual
Record Date:  DEC 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Keith E. Alessi          For       For          Management
1.2   Elect Director Bruce C. Bruckmann       For       For          Management
1.3   Elect Director James F. Cleary, Jr.     For       For          Management
1.4   Elect Director John F. McNamara         For       For          Management
1.5   Elect Director A. Craig Olson           For       For          Management
1.6   Elect Director Robert N. Rebholtz, Jr.  For       For          Management
1.7   Elect Director William J. Robison       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


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

NETSUITE INC.

Ticker:       N              Security ID:  64118Q107
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Beane III        For       For          Management
1.2   Elect Director Deborah Farrington       For       For          Management
1.3   Elect Director Edward Zander            For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Ratify Auditors                         For       For          Management


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

OASIS PETROLEUM INC.

Ticker:       OAS            Security ID:  674215108
Meeting Date: MAY 03, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael McShane          For       For          Management
1.2   Elect Director Thomas B. Nusz           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ON ASSIGNMENT, INC.

Ticker:       ASGN           Security ID:  682159108
Meeting Date: JUN 07, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William E. Brock         For       For          Management
1.2   Elect Director Edwin A. Sheridan, IV    For       For          Management
1.3   Elect Director Brian J. Callaghan       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


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

OSI SYSTEMS, INC.

Ticker:       OSIS           Security ID:  671044105
Meeting Date: DEC 12, 2012   Meeting Type: Annual
Record Date:  OCT 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Deepak Chopra            For       For          Management
1.2   Elect Director Ajay Mehra               For       For          Management
1.3   Elect Director Steven C. Good           For       For          Management
1.4   Elect Director Meyer Luskin             For       For          Management
1.5   Elect Director David T. Feinberg        For       For          Management
1.6   Elect Director William F. Ballhaus      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


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

PALO ALTO NETWORKS, INC.

Ticker:       PANW           Security ID:  697435105
Meeting Date: DEC 12, 2012   Meeting Type: Annual
Record Date:  OCT 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John M. Donovan          For       For          Management
1b    Elect Director Nir Zuk                  For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

PANERA BREAD COMPANY

Ticker:       PNRA           Security ID:  69840W108
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry J. Franklin        For       For          Management
1.2   Elect Director Diane Hessan             For       For          Management
1.3   Elect Director William W. Moreton       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

PAR PHARMACEUTICAL COMPANIES, INC.

Ticker:       PRX            Security ID:  69888P106
Meeting Date: SEP 27, 2012   Meeting Type: Special
Record Date:  AUG 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


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

PEET'S COFFEE & TEA, INC.

Ticker:       PEET           Security ID:  705560100
Meeting Date: OCT 26, 2012   Meeting Type: Special
Record Date:  SEP 19, 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


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

PRIVATEBANCORP, INC.

Ticker:       PVTB           Security ID:  742962103
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2.1   Elect Director Robert F. Coleman        For       For          Management
2.2   Elect Director James M. Guyette         For       For          Management
2.3   Elect Director Collin E. Roche          For       For          Management
2.4   Elect Director William R. Rybak         For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

PROASSURANCE CORPORATION

Ticker:       PRA            Security ID:  74267C106
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Listwan       For       For          Management
1.2   Elect Director John J. McMahon, Jr.     For       For          Management
1.3   Elect Director W. Stancil Starnes       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PROCERA NETWORKS, INC.

Ticker:       PKT            Security ID:  74269U203
Meeting Date: AUG 27, 2012   Meeting Type: Annual
Record Date:  JUL 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Scott McClendon          For       For          Management
1.2   Elect Director James F. Brear           For       For          Management
1.3   Elect Director Staffan Hillberg         For       For          Management
1.4   Elect Director B.G. Kumar               For       For          Management
1.5   Elect Director Alan B. Lefkof           For       For          Management
1.6   Elect Director Mary Losty               For       For          Management
1.7   Elect Director Thomas Saponas           For       For          Management
1.8   Elect Director William Slavin           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


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

PROTO LABS, INC.

Ticker:       PRLB           Security ID:  743713109
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lawrence J. Lukis        For       For          Management
1.2   Elect Director Bradley A. Cleveland     For       For          Management
1.3   Elect Director Matthew Blodgett         For       Withhold     Management
1.4   Elect Director Rainer Gawlick           For       For          Management
1.5   Elect Director John B. Goodman          For       For          Management
1.6   Elect Director Douglas W. Kohrs         For       For          Management
1.7   Elect Director Margaret A. Loftus       For       For          Management
1.8   Elect Director Brian K. Smith           For       For          Management
1.9   Elect Director Sven A. Wehrwein         For       For          Management
2     Ratify Auditors                         For       For          Management


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

QLIK TECHNOLOGIES INC.

Ticker:       QLIK           Security ID:  74733T105
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Gavin, Jr.          For       For          Management
1.2   Elect Director Alexander Ott            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

REX ENERGY CORPORATION

Ticker:       REXX           Security ID:  761565100
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lance T. Shaner          For       For          Management
1.2   Elect Director Thomas C. Stabley        For       For          Management
1.3   Elect Director John W. Higbee           For       For          Management
1.4   Elect Director John A. Lombardi         For       For          Management
1.5   Elect Director Eric L. Mattson          For       For          Management
1.6   Elect Director John J. Zak              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


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

RYMAN HOSPITALITY PROPERTIES, INC.

Ticker:       RHP            Security ID:  78377T107
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael J. Bender        For       Against      Management
1.2   Elect Director E. K. Gaylord, II        For       For          Management
1.3   Elect Director Ralph Horn               For       For          Management
1.4   Elect Director Ellen Levine             For       For          Management
1.5   Elect Director Robert S. Prather, Jr.   For       For          Management
1.6   Elect Director Colin V. Reed            For       For          Management
1.7   Elect Director Michael D. Rose          For       For          Management
1.8   Elect Director Michael I. Roth          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SALLY BEAUTY HOLDINGS, INC.

Ticker:       SBH            Security ID:  79546E104
Meeting Date: JAN 30, 2013   Meeting Type: Annual
Record Date:  DEC 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christian A. Brickman    For       For          Management
1.2   Elect Director Marshall E. Eisenberg    For       For          Management
1.3   Elect Director John A. Miller           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       Against   For          Shareholder


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

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


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

SERVICENOW, INC.

Ticker:       NOW            Security ID:  81762P102
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul V. Barber           For       For          Management
1.2   Elect Director Ronald E. F. Codd        For       For          Management
1.3   Elect Director Frank Slootman           For       For          Management
2     Approve Omnibus Stock Plan              For       Against      Management
3     Ratify Auditors                         For       For          Management


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

SIGNATURE BANK

Ticker:       SBNY           Security ID:  82669G104
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Judith Huntington        For       For          Management
1.2   Elect Director Michael Pappagallo       For       For          Management
1.3   Elect Director John Tamberlane          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SIRONA DENTAL SYSTEMS, INC.

Ticker:       SIRO           Security ID:  82966C103
Meeting Date: FEB 20, 2013   Meeting Type: Annual
Record Date:  DEC 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Simone Blank             For       For          Management
1.2   Elect Director Timothy P. Sullivan      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


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

SOURCEFIRE, INC.

Ticker:       FIRE           Security ID:  83616T108
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 24, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John C. Becker           For       For          Management
1.2   Elect Director Kevin M. Klausmeyer      For       For          Management
1.3   Elect Director Arnold L. Punaro         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


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

SPLUNK INC.

Ticker:       SPLK           Security ID:  848637104
Meeting Date: JUN 13, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David M. Hornik          For       For          Management
1.2   Elect Director Thomas M. Neustaetter    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

STANDARD PACIFIC CORP.

Ticker:       SPF            Security ID:  85375C101
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce A. Choate          For       For          Management
1.2   Elect Director Ronald R. Foell          For       For          Management
1.3   Elect Director Douglas C. Jacobs        For       For          Management
1.4   Elect Director David J. Matlin          For       For          Management
1.5   Elect Director John R. Peshkin          For       For          Management
1.6   Elect Director Peter Schoels            For       For          Management
1.7   Elect Director Scott D. Stowell         For       For          Management
2     Ratify Auditors                         For       For          Management


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

STEVEN MADDEN, LTD.

Ticker:       SHOO           Security ID:  556269108
Meeting Date: MAY 24, 2013   Meeting Type: Annual
Record Date:  APR 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward R. Rosenfeld      For       For          Management
1.2   Elect Director John L. Madden           For       For          Management
1.3   Elect Director Peter Migliorini         For       For          Management
1.4   Elect Director Richard P. Randall       For       For          Management
1.5   Elect Director Ravi Sachdev             For       For          Management
1.6   Elect Director Thomas H. Schwartz       For       Withhold     Management
2     Increase Authorized Common Stock        For       Against      Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

STRATASYS LTD.

Ticker:       SSYS           Security ID:  M85548101
Meeting Date: FEB 25, 2013   Meeting Type: Special
Record Date:  JAN 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Directors Eyal Desheh and Victor  For       For          Management
      Leventhal and Approve Their
      Remuneration
2     Authorize the Appointment of S. Scott   For       For          Management
      Crump as Chief Innovation Officer
3     Amend Omnibus Stock Plan                For       Against      Management


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

STRATASYS LTD.

Ticker:       SSYS           Security ID:  M85548101
Meeting Date: JUN 21, 2013   Meeting Type: Annual
Record Date:  MAY 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles Re: Increase the Number  For       For          Management
      of Directors from Nine to Ten
2     Elect Ziva Patir as Director and        For       For          Management
      Approve Her Remuneration
3.1   Approve Compensation of Edward J.       For       Against      Management
      Fierko
3.2   Approve Compensation of John J.         For       Against      Management
      McEleney
3.3   Approve Compensation of Clifford H.     For       Against      Management
      Schwieter
4     Grant Options to S. Scott Crump, the    For       Against      Management
      Chairman and Chief  Innovation Officer
5     Approve Cash Award to CEO               For       For          Management
6     Increase the Coverage under Directors   For       For          Management
      and Officers Liability Insurance Policy
7     Increase Authorized Common Stock and    For       Against      Management
      Issued Capital
8     Reappoint Kesselman & Kesselman as      For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
A     Vote FOR if you are a controlling       None      Against      Management
      shareholder or have a personal
      interest in item; otherwise, vote
      AGAINST. You may not abstain. If you
      vote FOR, please provide an
      explanation to your account manager.


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

SUSSER HOLDINGS CORPORATION

Ticker:       SUSS           Security ID:  869233106
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Armand S. Shapiro        For       For          Management
1.2   Elect Director Sam L. Susser            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management


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

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


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

TEAM HEALTH HOLDINGS, INC.

Ticker:       TMH            Security ID:  87817A107
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director H. Lynn Massingale       For       For          Management
1.2   Elect Director Neil P. Simpkins         For       For          Management
1.3   Elect Director Earl P. Holland          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management


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

TERADYNE, INC.

Ticker:       TER            Security ID:  880770102
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James W. Bagley          For       For          Management
1b    Elect Director Michael A. Bradley       For       For          Management
1c    Elect Director Albert Carnesale         For       For          Management
1d    Elect Director Daniel W. Christman      For       For          Management
1e    Elect Director Edwin J. Gillis          For       For          Management
1f    Elect Director Timothy E. Guertin       For       For          Management
1g    Elect Director Paul J. Tufano           For       For          Management
1h    Elect Director Roy A. Vallee            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 Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management


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

TEXAS CAPITAL BANCSHARES, INC.

Ticker:       TCBI           Security ID:  88224Q107
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George F. Jones, Jr.     For       For          Management
1.2   Elect Director Peter B. Bartholow       For       For          Management
1.3   Elect Director James H. Browning        For       For          Management
1.4   Elect Director Preston M. Geren, III    For       For          Management
1.5   Elect Director Frederick B. Hegi, Jr.   For       For          Management
1.6   Elect Director Larry L. Helm            For       For          Management
1.7   Elect Director James R. Holland, Jr.    For       For          Management
1.8   Elect Director W. W. McAllister, III    For       For          Management
1.9   Elect Director Elysia Holt Ragusa       For       For          Management
1.10  Elect Director Steven P. Rosenberg      For       For          Management
1.11  Elect Director Grant E. Sims            For       For          Management
1.12  Elect Director Robert W. Stallings      For       For          Management
1.13  Elect Director Dale W. Tremblay         For       For          Management
1.14  Elect Director Ian J. Turpin            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE ADVISORY BOARD COMPANY

Ticker:       ABCO           Security ID:  00762W107
Meeting Date: SEP 11, 2012   Meeting Type: Annual
Record Date:  JUL 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sanju K. Bansal          For       For          Management
1.2   Elect Director Peter J. Grua            For       For          Management
1.3   Elect Director Kelt Kindick             For       For          Management
1.4   Elect Director Robert W. Musslewhite    For       For          Management
1.5   Elect Director Mark R. Neaman           For       For          Management
1.6   Elect Director Leon D. Shapiro          For       For          Management
1.7   Elect Director Frank J. Williams        For       For          Management
1.8   Elect Director LeAnne M. Zumwalt        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

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 HAIN CELESTIAL GROUP, INC.

Ticker:       HAIN           Security ID:  405217100
Meeting Date: NOV 15, 2012   Meeting Type: Annual
Record Date:  SEP 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Irwin D. Simon           For       For          Management
1.2   Elect Director Richard C. Berke         For       For          Management
1.3   Elect Director Jack Futterman           For       For          Management
1.4   Elect Director Marina Hahn              For       For          Management
1.5   Elect Director Andrew R. Heyer          For       For          Management
1.6   Elect Director Brett Icahn              For       For          Management
1.7   Elect Director Roger Meltzer            For       For          Management
1.8   Elect Director Scott M. O'Neil          For       For          Management
1.9   Elect Director David Schechter          For       For          Management
1.10  Elect Director Lawrence S. Zilavy       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


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

THE MANITOWOC COMPANY, INC.

Ticker:       MTW            Security ID:  563571108
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joan K. Chow             For       For          Management
1.2   Elect Director Kenneth W. Krueger       For       For          Management
1.3   Elect Director Robert C. Stift          For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE MEDICINES COMPANY

Ticker:       MDCO           Security ID:  584688105
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William W. Crouse        For       For          Management
1.2   Elect Director John C. Kelly            For       For          Management
1.3   Elect Director Hiroaki Shigeta          For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

THE MIDDLEBY CORPORATION

Ticker:       MIDD           Security ID:  596278101
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Selim A. Bassoul         For       For          Management
1.2   Elect Director Robert B. Lamb           For       For          Management
1.3   Elect Director John R. Miller, III      For       For          Management
1.4   Elect Director Gordon O'Brien           For       For          Management
1.5   Elect Director Philip G. Putnam         For       For          Management
1.6   Elect Director Sabin C. Streeter        For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Require Majority Vote for the Election  For       For          Management
      of Directors
4     Ratify Auditors                         For       For          Management


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

THE RYLAND GROUP, INC.

Ticker:       RYL            Security ID:  783764103
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William L. Jews          For       For          Management
1.2   Elect Director Ned Mansour              For       For          Management
1.3   Elect Director Robert E. Mellor         For       For          Management
1.4   Elect Director Norman J. Metcalfe       For       For          Management
1.5   Elect Director Larry T. Nicholson       For       For          Management
1.6   Elect Director Charlotte St. Martin     For       For          Management
1.7   Elect Director Robert G. van            For       For          Management
      Schoonenberg
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management


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

THE SPECTRANETICS CORPORATION

Ticker:       SPNC           Security ID:  84760C107
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Scott Drake              For       For          Management
1.2   Elect Director William C. Jennings      For       For          Management
1.3   Elect Director Joseph M. Ruggio         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

THE ULTIMATE SOFTWARE GROUP, INC.

Ticker:       ULTI           Security ID:  90385D107
Meeting Date: MAY 20, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Scott Scherr             For       For          Management
2     Elect Director Alois T. Leiter          For       Against      Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

THORATEC CORPORATION

Ticker:       THOR           Security ID:  885175307
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Neil F. Dimick           For       For          Management
1.2   Elect Director Gerhard F. Burbach       For       For          Management
1.3   Elect Director J. Daniel Cole           For       For          Management
1.4   Elect Director Steven H. Collis         For       For          Management
1.5   Elect Director D. Keith Grossman        For       For          Management
1.6   Elect Director William A. Hawkins, III  For       For          Management
1.7   Elect Director Paul A. LaViolette       For       For          Management
1.8   Elect Director Daniel M. Mulvena        For       For          Management
1.9   Elect Director Todd C. Schermerhorn     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

UNDER ARMOUR, INC.

Ticker:       UA             Security ID:  904311107
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin A. Plank           For       For          Management
1.2   Elect Director Byron K. Adams, Jr.      For       For          Management
1.3   Elect Director Douglas E. Coltharp      For       For          Management
1.4   Elect Director Anthony W. Deering       For       For          Management
1.5   Elect Director A.B. Krongard            For       For          Management
1.6   Elect Director William R. McDermott     For       For          Management
1.7   Elect Director Eric T. Olson            For       For          Management
1.8   Elect Director Brenda Piper             For       For          Management
1.9   Elect Director Harvey L. Sanders        For       For          Management
1.10  Elect Director Thomas J. Sippel         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


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

UNITED NATURAL FOODS, INC.

Ticker:       UNFI           Security ID:  911163103
Meeting Date: DEC 12, 2012   Meeting Type: Annual
Record Date:  OCT 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter A. Roy             For       For          Management
1b    Elect Director Richard J. Schnieders    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
5     Declassify the Board of Directors       Against   For          Shareholder


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

UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jenne K. Britell         For       For          Management
1.2   Elect Director Jose B. Alvarez          For       For          Management
1.3   Elect Director Bobby J. Griffin         For       For          Management
1.4   Elect Director Michael J. Kneeland      For       For          Management
1.5   Elect Director Pierre E. Leroy          For       For          Management
1.6   Elect Director Singleton B. McAllister  For       For          Management
1.7   Elect Director Brian D. McAuley         For       For          Management
1.8   Elect Director John S. McKinney         For       For          Management
1.9   Elect Director James H. Ozanne          For       For          Management
1.10  Elect Director Jason D. Papastavrou     For       For          Management
1.11  Elect Director Filippo Passerini        For       For          Management
1.12  Elect Director Donald C. Roof           For       For          Management
1.13  Elect Director Keith Wimbush            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

VITAMIN SHOPPE, INC.

Ticker:       VSI            Security ID:  92849E101
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director  B. Michael Becker       For       For          Management
1.2   Elect Director Catherine E. Buggeln     For       For          Management
1.3   Elect Director Deborah M. Derby         For       For          Management
1.4   Elect Director John H. Edmondson        For       For          Management
1.5   Elect Director David H. Edwab           For       For          Management
1.6   Elect Director Richard L. Markee        For       For          Management
1.7   Elect Director Richard L. Perkal        For       For          Management
1.8   Elect Director Beth M. Pritchard        For       For          Management
1.9   Elect Director Katherine Savitt         For       For          Management
1.10  Elect Director Anthony N. Truesdale     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

VOCERA COMMUNICATIONS, INC.

Ticker:       VCRA           Security ID:  92857F107
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey H. Hillebrand    For       For          Management
1.2   Elect Director Hany M. Nada             For       For          Management
1.3   Elect Director Brent D. Lang            For       For          Management
2     Ratify Auditors                         For       For          Management


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

WEB.COM GROUP, INC.

Ticker:       WWWW           Security ID:  94733A104
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Philip J. Facchina       For       For          Management
1.2   Elect Director Robert S. McCoy, Jr.     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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WESTERN ALLIANCE BANCORPORATION

Ticker:       WAL            Security ID:  957638109
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Cary Mack                For       For          Management
1.2   Elect Director Todd Marshall            For       For          Management
1.3   Elect Director M. Nafees Nagy           For       For          Management
1.4   Elect Director James E. Nave            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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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


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WISDOMTREE INVESTMENTS, INC.

Ticker:       WETF           Security ID:  97717P104
Meeting Date: JUL 24, 2012   Meeting Type: Annual
Record Date:  MAY 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael Steinhardt       For       For          Management
1.2   Elect Director Anthony Bossone          For       For          Management
1.3   Elect Director Bruce Lavine             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   None      One Year     Management



OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND

Ticker: IOEXX                           Security ID: 68383G108
Meeting Date: JUN 21, 2013              Meeting Type: Special
Record Date:  MAR 28, 2013

#       Proposal                              Mgt Rec  Vote Cast Sponsor

1.1     Elect Trustee Brian F. Wruble         For        FOR     Management
1.2     Elect Trustee David K. Downes         For        FOR     Management
1.3     Elect Trustee Matthew P. Fink         For        FOR     Management
1.4     Elect Trustee
            Edmund Giambastiani, Jr.          For       FOR      Management
1.5     Elect Trustee Phillip A. Griffiths    For       FOR      Management
1.6     Elect Trustee Mary F. Miller          For       FOR      Management
1.7     Elect Trustee Joel W. Motley          For       FOR      Management
1.8     Elect Trustee Joanne Pace             For       FOR      Management
1.9     Elect Trustee Mary Ann Tynan          For       FOR      Management
1.10    Elect Trustee Joseph M. Wikler        For       FOR      Management
1.11    Elect Trustee Peter I. Wold           For       FOR      Management
1.12    Elect Trustee William F. Glavin, Jr.  For       FOR      Management
2(a)    Approve Change of Fundamental
        Investment Policy Relating
        to Borrowing                          For       FOR      Management
2(b-1)  Approve Change of Fundamental
        Investment Policy Relating to
        Concentration of Investments          For       FOR     Management
2(c-1)  Remove the Fundamental Policy
        Relating to Diversification of
       Investments                            For      FOR      Management
2(c-2)  Remove the Additional Fundamental Policy
        Relating to Diversification
        of Investments                        For      FOR      Management
2(d)    Approve Change of Fundamental
        Investment Policy Relating
        to Lending                            For      FOR       Management
2(e)    Approve Change of Fundamental
        Investment Policy Relating to Real
        Estate and Commodities  For FOR  Management
2(f)    Approve Change of Fundamental Investment
        Policy Relating to Senior Securities   For     FOR      Management
2(g)    Approve Change of Fundamental Investment
        Policy Relating to Underwriting         For    FOR       Management
2(r)    Change Fundamental Investment Objective
        to Non-Fundamental                      For    FOR       Management
2(s)    Approve Change in Investment Objective  For    FOR       Management
3       Approve Conversion to Delaware
        Statutory Trust                         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 Discovery Fund

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

Date:  December 18, 2013

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