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

ICA File Number: 811-08243
Reporting Period: 07/01/2011 - 06/30/2012
Direxion Funds


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 811-08234


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


Daniel ONeill
1301 Avenue of the Americas (6th Ave.)
35th Floor
New York, NY 10019
(Address of principal executive offices) (Zip code)


U.S. Bancorp Fund Services, LLC
615 E. Michigan Avenue
Milwaukee, WI 53202
(Name and address of agent for service)


Registrant's telephone number, including area code: 646-572-3390

Date of fiscal year end:  August 31, 2012


Date of reporting period:  June 30, 2012



Item 1. Proxy Voting Record.


================= Direxion Currency Trends Strategy Plus Fund ==================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



======================== Direxion Dynamic HY Bond Fund =========================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



==================== Direxion Evolution All-Cap Equity Fund ====================


ABIOMED, INC.

Ticker:       ABMD           Security ID:  003654100
Meeting Date: AUG 10, 2011   Meeting Type: Annual
Record Date:  JUN 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dorothy E. Puhy          For       For          Management
1.2   Elect Director Paul Thomas              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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ACCO BRANDS CORPORATION

Ticker:       ABD            Security ID:  00081T108
Meeting Date: APR 23, 2012   Meeting Type: Special
Record Date:  MAR 22, 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     Adjourn Meeting                         For       For          Management


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ACCO BRANDS CORPORATION

Ticker:       ABD            Security ID:  00081T108
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George V. Bayly          For       For          Management
1.2   Elect Director Kathleen S. Dvorak       For       For          Management
1.3   Elect Director G. Thomas Hargrove       For       For          Management
1.4   Elect Director Robert H. Jenkins        For       For          Management
1.5   Elect Director Robert J. Keller         For       For          Management
1.6   Elect Director Thomas Kroeger           For       For          Management
1.7   Elect Director Michael Norkus           For       For          Management
1.8   Elect Director Sheila G. Talton         For       For          Management
1.9   Elect Director Norman H. Wesley         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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ACE LIMITED

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: JAN 09, 2012   Meeting Type: Special
Record Date:  NOV 30, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Dividend Distribution from      For       For          Management
      Legal Reserves


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ACE LIMITED

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Michael G. Atieh as Director      For       For          Management
1.2   Elect Mary A. Cirillo as Director       For       For          Management
1.3   Elect Thomas J. Neff as Director        For       For          Management
2.1   Approve Annual Report                   For       For          Management
2.2   Accept Statutory Financial Statements   For       For          Management
2.3   Accept Consolidated Financial           For       For          Management
      Statements
3     Approve Allocation of Income and        For       For          Management
      Dividends
4     Approve Discharge of Board and Senior   For       For          Management
      Management
5     Approve Creation of CHF 4.2 Billion     For       For          Management
      Pool of Capital without Preemptive
      Rights
6.1   Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
6.2   Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Independent Registered Public
      Accounting Firm as Auditors
6.3   Ratify BDO AG as Special Auditors       For       For          Management
7     Approve Dividend Distribution From      For       For          Management
      Legal Reserves Through Reduction in
      Share Capital
8     Advisory Vote to ratify Named           For       For          Management
      Executive Officers' Compensation
9     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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ACHILLION PHARMACEUTICALS, INC.

Ticker:       ACHN           Security ID:  00448Q201
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jason S. Fisherman       For       For          Management
2     Elect Director Gary E. Frashier         For       For          Management
3     Elect Director David P. Wright          For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Amend Omnibus Stock Plan                For       For          Management
6     Ratify Auditors                         For       For          Management


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ADVANCE AMERICA, CASH ADVANCE CENTERS, INC.

Ticker:       AEA            Security ID:  00739W107
Meeting Date: APR 20, 2012   Meeting Type: Special
Record Date:  MAR 22, 2012

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


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ADVANCE AUTO PARTS, INC.

Ticker:       AAP            Security ID:  00751Y106
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Bergstrom        For       For          Management
1.2   Elect Director John C. Brouillard       For       For          Management
1.3   Elect Director Fiona P. Dias            For       For          Management
1.4   Elect Director Frances X. Frei          For       For          Management
1.5   Elect Director Darren R. Jackson        For       For          Management
1.6   Elect Director William S. Oglesby       For       For          Management
1.7   Elect Director J. Paul Raines           For       For          Management
1.8   Elect Director Gilbert T. Ray           For       For          Management
1.9   Elect Director Carlos A. Saladrigas     For       For          Management
1.10  Elect Director Jimmie L. Wade           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     Amend Omnibus Stock Plan                For       For          Management
5     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
6     Ratify Auditors                         For       For          Management
7     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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AGCO CORPORATION

Ticker:       AGCO           Security ID:  001084102
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director P. George Benson         For       For          Management
2     Elect Director Wolfgang Deml            For       For          Management
3     Elect Director Luiz F. Furlan           For       For          Management
4     Elect Director Gerald B. Johanneson     For       For          Management
5     Elect Director George E. Minnich        For       For          Management
6     Elect Director Martin H. Richenhagen    For       For          Management
7     Elect Director Gerald L. Shaheen        For       For          Management
8     Elect Director Mallika Srinivasan       For       For          Management
9     Elect Director Daniel C. Ustian         For       For          Management
10    Elect Director Hendrikus Visser         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


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AIRCASTLE LIMITED

Ticker:       AYR            Security ID:  G0129K104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Increase in Size of Board       For       For          Management
2.1   Elect Director Giovanni Bisignani       For       For          Management
2.2   Elect Director Wesley R. Edens          For       Withhold     Management
2.3   Elect Director Peter V. Ueberroth       For       For          Management
3     Ratify Ernst & Young, LLP as Auditors   For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AKORN, INC.

Ticker:       AKRX           Security ID:  009728106
Meeting Date: DEC 29, 2011   Meeting Type: Special
Record Date:  DEC 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Omnibus Stock Plan                For       Against      Management


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AKORN, INC.

Ticker:       AKRX           Security ID:  009728106
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     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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ALASKA AIR GROUP, INC.

Ticker:       ALK            Security ID:  011659109
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William S. Ayer          For       For          Management
2     Elect Director Patricia M. Bedient      For       For          Management
3     Elect Director Marion C. Blakey         For       For          Management
4     Elect Director Phyllis J. Campbell      For       For          Management
5     Elect Director Jessie J. Knight, Jr.    For       For          Management
6     Elect Director R. Marc Langland         For       For          Management
7     Elect Director Dennis F. Madsen         For       For          Management
8     Elect Director Byron I. Mallott         For       For          Management
9     Elect Director J. Kenneth Thompson      For       For          Management
10    Elect Director Bradley D. Tilden        For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Stock Retention                         Against   For          Shareholder


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ALEXION PHARMACEUTICALS, INC.

Ticker:       ALXN           Security ID:  015351109
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leonard Bell             For       For          Management
1.2   Elect Director Max Link                 For       For          Management
1.3   Elect Director William R. Keller        For       For          Management
1.4   Elect Director Joseph A. Madri          For       For          Management
1.5   Elect Director Larry L. Mathis          For       For          Management
1.6   Elect Director R. Douglas Norby         For       For          Management
1.7   Elect Director Alvin S. Parven          For       For          Management
1.8   Elect Director Andreas Rummelt          For       For          Management
1.9   Elect Director Ann M. Veneman           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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ALTISOURCE PORTFOLIO SOLUTIONS S.A.

Ticker:       ASPS           Security ID:  L0175J104
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William C. Erbey         For       For          Management
1.2   Elect Director William B. Shepro        For       For          Management
1.3   Elect Director W. Michael Linn          For       For          Management
1.4   Elect Director Roland Muller-Ineichen   For       For          Management
1.5   Elect Director Timo Vatto               For       For          Management
2     Ratify Deloitte and Touche LLP as       For       For          Management
      Independent Registered Auditors and
      Deloitte S.A. as Certified Audior for
      Statutory Accounts
3     Approve Share Repurchase Program        For       Against      Management
4     Accept Financial Statements             For       For          Management
5     Receive and Approve Directors' Reports  For       For          Management
6     Approve Financial Statements and        For       For          Management
      Allocation of Income
7     Approve Discharge of Directors          For       For          Management


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Elizabeth E. Bailey      For       For          Management
2     Elect Director Gerald L. Baliles        For       For          Management
3     Elect Director Martin J. Barrington     For       For          Management
4     Elect Director John T. Casteen III      For       For          Management
5     Elect Director Dinyar S. Devitre        For       For          Management
6     Elect Director Thomas F. Farrell II     For       For          Management
7     Elect Director Thomas W. Jones          For       For          Management
8     Elect Director W. Leo Kiely III         For       For          Management
9     Elect Director Kathryn B. McQuade       For       For          Management
10    Elect Director George Munoz             For       For          Management
11    Elect Director Nabil Y. Sakkab          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Report on Lobbying Payments and Policy  Against   For          Shareholder


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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

Ticker:       AXL            Security ID:  024061103
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David C. Dauch           For       For          Management
1.2   Elect Director Forest J. Farmer         For       For          Management
1.3   Elect Director Richard C. Lappin        For       For          Management
1.4   Elect Director Thomas K. Walker         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


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AMERIGROUP CORPORATION

Ticker:       AGP            Security ID:  03073T102
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas E. Capps          For       For          Management
1.2   Elect Director Emerson U. Fullwood      For       For          Management
1.3   Elect Director William J. Mcbride       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


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  DEC 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       For          Management
1.2   Elect Director Timothy D. Cook          For       For          Management
1.3   Elect Director Millard S. Drexler       For       For          Management
1.4   Elect Director Al Gore                  For       For          Management
1.5   Elect Director Robert A. Iger           For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur D. Levinson       For       For          Management
1.8   Elect Director Ronald D. Sugar          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Conflict of Interest Report     Against   Against      Shareholder
5     Advisory Vote to Ratify Directors'      Against   Against      Shareholder
      Compensation
6     Report on Political Contributions       Against   Against      Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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ARDEA BIOSCIENCES, INC.

Ticker:       RDEA           Security ID:  03969P107
Meeting Date: JUN 19, 2012   Meeting Type: Special
Record Date:  MAY 18, 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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ARIAD PHARMACEUTICALS, INC.

Ticker:       ARIA           Security ID:  04033A100
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harvey J. Berger         For       For          Management
1.2   Elect Director Wayne Wilson             For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ASSURED GUARANTY LTD.

Ticker:       AGO            Security ID:  G0585R106
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Francisco L. Borges as Director   For       For          Management
1.2   Elect Stephen A. Cozen as Director      For       For          Management
1.3   Elect Patrick W. Kenny as Director      For       For          Management
1.4   Elect Donald H. Layton as Director      For       For          Management
1.5   Elect Robin Monro-Davies as Director    For       For          Management
1.6   Elect Michael T. O'Kane as Director     For       For          Management
1.7   Elect Wilbur L. Ross, Jr. as Director   For       Withhold     Management
1.8   Elect Walter A. Scott as Director       For       For          Management
1.9   Elect Howard Albert as  Director of     For       For          Management
      Assured Guaranty Re Ltd
1.10  Elect Robert A. Bailenson as Director   For       For          Management
      of Assured Guaranty Re Ltd
1.11  Elect Russell B. Brewer, II as          For       For          Management
      Director of Assured Guaranty Re Ltd
1.12  Elect Gary Burnet as Director of        For       For          Management
      Assured Guaranty Re Ltd
1.13  Elect Dominic J. Frederico asDirector   For       For          Management
      of Assured Guaranty Re Ltd
1.14  Elect James M. Michener as Director of  For       For          Management
      Assured Guaranty Re Ltd
1.15  Elect Robert B. Mills as Director of    For       For          Management
      Assured Guaranty Re Ltd
1.16  Elect Kevin Pearson as Director of      For       For          Management
      Assured Guaranty Re Ltd
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors of Assured Guaranty Re


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ATMOS ENERGY CORPORATION

Ticker:       ATO            Security ID:  049560105
Meeting Date: FEB 08, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kim R. Cocklin           For       For          Management
2     Elect Director Richard W. Douglas       For       For          Management
3     Elect Director Ruben E. Esquivel        For       For          Management
4     Elect Director Richard K. Gordon        For       For          Management
5     Elect Director Thomas C. Meredith       For       For          Management
6     Elect Director Nancy K. Quinn           For       For          Management
7     Elect Director Stephen R. Springer      For       For          Management
8     Elect Director Richard Ware, II         For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AVIS BUDGET GROUP, INC.

Ticker:       CAR            Security ID:  053774105
Meeting Date: JUN 11, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ronald L. Nelson         For       For          Management
2     Elect Director Alun Cathcart            For       For          Management
3     Elect Director Mary C. Choksi           For       For          Management
4     Elect Director Leonard S. Coleman       For       For          Management
5     Elect Director Martin L. Edelman        For       For          Management
6     Elect Director John D. Hardy, Jr.       For       For          Management
7     Elect Director Lynn Krominga            For       For          Management
8     Elect Director Eduardo G. Mestre        For       For          Management
9     Elect Director F. Robert Salerno        For       For          Management
10    Elect Director Stender E. Sweeney       For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Amend Omnibus Stock Plan                For       Against      Management
14    Amend Omnibus Stock Plan                For       For          Management


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AVISTA CORPORATION

Ticker:       AVA            Security ID:  05379B107
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Erik J. Anderson         For       For          Management
2     Elect Director Kristianne Blake         For       For          Management
3     Elect Director Donald C. Burke          For       For          Management
4     Elect Director Rick R. Holley           For       For          Management
5     Elect Director John F. Kelly            For       For          Management
6     Elect Director Rebecca A. Klein         For       For          Management
7     Elect Director Scott L. Morris          For       For          Management
8     Elect Director Michael L. Noel          For       For          Management
9     Elect Director Marc F. Racicot          For       For          Management
10    Elect Director Heidi B. Stanley         For       For          Management
11    Elect Director R. John Taylor           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Reduce Supermajority Vote Requirement   For       For          Management
      for Creation of New Class of Stock and
      for Disposition of Assets
14    Reduce Supermajority Vote Requirement   For       For          Management
      for Certain Provisions
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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BANK OF THE OZARKS, INC.

Ticker:       OZRK           Security ID:  063904106
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George Gleason           For       For          Management
1.2   Elect Director Mark Ross                For       For          Management
1.3   Elect Director Jean Arehart             For       For          Management
1.4   Elect Director Nicholas Brown           For       For          Management
1.5   Elect Director Richard Cisne            For       For          Management
1.6   Elect Director Robert East              For       For          Management
1.7   Elect Director Linda Gleason            For       For          Management
1.8   Elect Director Henry Mariani            For       For          Management
1.9   Elect Director Robert Proost            For       For          Management
1.10  Elect Director R. L. Qualls             For       For          Management
1.11  Elect Director John Reynolds            For       For          Management
1.12  Elect Director Kennith Smith            For       For          Management
1.13  Elect Director Sherece West             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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BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

Ticker:       BPFH           Security ID:  101119105
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Herbert S. Alexander     For       Withhold     Management
1.2   Elect Director Lynn Thompson Hoffman    For       Withhold     Management
1.3   Elect Director John Morton, III         For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Declassify the Board of Directors       None      For          Management
4     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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BRUNSWICK CORPORATION

Ticker:       BC             Security ID:  117043109
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Anne E. Belec            For       For          Management
2     Elect Director Manuel A. Fernandez      For       For          Management
3     Elect Director J. Steven Whisler        For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management


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CAPITAL ONE FINANCIAL CORPORATION

Ticker:       COF            Security ID:  14040H105
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard D. Fairbank      For       For          Management
2     Elect Director Peter E. Raskind         For       For          Management
3     Elect Director Bradford H. Warner       For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan


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CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director  David L. Calhoun        For       For          Management
1.2   Elect Director Daniel M. Dickinson      For       For          Management
1.3   Elect Director Eugene V. Fife           For       For          Management
1.4   Elect Director Juan Gallardo            For       For          Management
1.5   Elect Director David R. Goode           For       For          Management
1.6   Elect Director Jesse J. Greene, Jr.     For       For          Management
1.7   Elect Director Jon M. Huntsman, Jr.     For       For          Management
1.8   Elect Director Peter A. Magowan         For       For          Management
1.9   Elect Director Dennis A. Muilenburg     For       For          Management
1.10  Elect Director Douglas R. Oberhelman    For       For          Management
1.11  Elect Director William A. Osborn        For       For          Management
1.12  Elect Director Charles D. Powell        For       For          Management
1.13  Elect Director Edward B. Rust, Jr.      For       For          Management
1.14  Elect Director Susan C. Schwab          For       For          Management
1.15  Elect Director Joshua I. Smith          For       For          Management
1.16  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Call Special Meeting   For       For          Management
5     Amend Advance Notice Provisions for     For       For          Management
      Shareholder Proposals/Nominations
6     Report on Political Contributions       Against   Against      Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
8     Review and Assess Human Rights Policies Against   For          Shareholder
9     Provide Right to Act by Written Consent Against   For          Shareholder


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

CENTENE CORPORATION

Ticker:       CNC            Security ID:  15135B101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert K. Ditmore        For       For          Management
1.2   Elect Director Frederick H. Eppinger    For       For          Management
1.3   Elect Director David L. Steward         For       For          Management
1.4   Elect Director Orlando Ayala            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


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Linnet F. Deily          For       For          Management
2     Elect Director Robert E. Denham         For       For          Management
3     Elect Director Chuck Hagel              For       For          Management
4     Elect Director Enrique Hernandez, Jr.   For       For          Management
5     Elect Director George L. Kirkland       For       For          Management
6     Elect Director Charles W. Moorman, IV   For       For          Management
7     Elect Director Kevin W. Sharer          For       For          Management
8     Elect Director John G. Stumpf           For       For          Management
9     Elect Director Ronald D. Sugar          For       For          Management
10    Elect Director Carl Ware                For       For          Management
11    Elect Director John S. Watson           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Remove Exclusive Venue Provision        Against   For          Shareholder
15    Require Independent Board Chairman      Against   For          Shareholder
16    Report on Lobbying Payments and Policy  Against   For          Shareholder
17    Adopt Guidelines for Country Selection  Against   For          Shareholder
18    Report on Hydraulic Fracturing Risks    Against   For          Shareholder
      to Company
19    Report on Accident Risk Reduction       Against   Against      Shareholder
      Efforts
20    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
21    Request Director Nominee with           Against   For          Shareholder
      Environmental Qualifications


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

CIGNA CORPORATION

Ticker:       CI             Security ID:  125509109
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John M. Partridge        For       For          Management
2     Elect Director James E. Rogers          For       For          Management
3     Elect Director Joseph P. Sullivan       For       For          Management
4     Elect Director Eric C. Wiseman          For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management
7     Amend Executive Incentive Bonus Plan    For       For          Management
8     Declassify the Board of Directors       None      For          Management


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

CIRRUS LOGIC, INC.

Ticker:       CRUS           Security ID:  172755100
Meeting Date: JUL 28, 2011   Meeting Type: Annual
Record Date:  MAY 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael L. Hackworth     For       For          Management
1.2   Elect Director John C. Carter           For       For          Management
1.3   Elect Director Timothy R. Dehne         For       For          Management
1.4   Elect Director Jason P. Rhode           For       For          Management
1.5   Elect Director Alan R. Schuele          For       For          Management
1.6   Elect Director  William D. Sherman      For       For          Management
1.7   Elect Director Robert H. Smith          For       For          Management
1.8   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
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

CLAYTON WILLIAMS ENERGY, INC.

Ticker:       CWEI           Security ID:  969490101
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mel G. Riggs             For       Withhold     Management
1.2   Elect Director Ted Gray, Jr.            For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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

COINSTAR, INC.

Ticker:       CSTR           Security ID:  19259P300
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Paul D. Davis            For       For          Management
2     Elect Director Nelson C. Chan           For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV

Ticker:       AMBV4          Security ID:  20441W203
Meeting Date: APR 27, 2012   Meeting Type: Annual/Special
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         None      None         Management
      Statutory Reports for Fiscal Year
      Ended Dec. 31, 2011
2     Approve Allocation of Income and        None      None         Management
      Dividends
3     Elect Fiscal Council Members and        For       For          Management
      Alternates
4     Approve Remuneration of Executive       None      None         Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members
5     Authorize Capitalization of Fiscal      None      None         Management
      Benefit and Issue New Shares
6     Authorize Capitalization of Fiscal      None      None         Management
      Benefit without Issuing New Shares
7     Authorize Capitalization of Reserves    None      None         Management
      without Issuing New Shares
8     Amend Corporate Purpose                 None      None         Management
9     Amend Article 19                        None      None         Management
10    Amend Articles 3, 5, and 19, and        None      None         Management
      Consolidate Bylaws


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

CUBIST PHARMACEUTICALS, INC.

Ticker:       CBST           Security ID:  229678107
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth Bate             For       For          Management
1.2   Elect Director Nancy Hutson             For       For          Management
1.3   Elect Director Leon Moulder, Jr.        For       For          Management
1.4   Elect Director Martin Soeters           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


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

DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 15, 2011   Meeting Type: Annual
Record Date:  MAY 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James W. Breyer          For       Withhold     Management
1.2   Elect Director Donald J. Carty          For       For          Management
1.3   Elect Director Michael S. Dell          For       For          Management
1.4   Elect Director William H. Gray, III     For       For          Management
1.5   Elect Director Gerald J. Kleisterlee    For       For          Management
1.6   Elect Director Thomas W. Luce, III      For       For          Management
1.7   Elect Director Klaus S. Luft            For       For          Management
1.8   Elect Director Alex J. Mandl            For       For          Management
1.9   Elect Director Shantanu Narayen         For       For          Management
1.10  Elect Director H. Ross Perot, Jr.       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
5     Require Independent Board Chairman      Against   For          Shareholder
6     Provide Right to Act by Written Consent Against   For          Shareholder
7     Approve Declaration of Dividends        Against   Against      Shareholder


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

DELUXE CORPORATION

Ticker:       DLX            Security ID:  248019101
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald C. Baldwin        For       For          Management
1.2   Elect Director Charles A. Haggerty      For       For          Management
1.3   Elect Director Don J. McGrath           For       For          Management
1.4   Elect Director Cheryl E. Mayberry       For       For          Management
      McKissack
1.5   Elect Director Neil J. Metviner         For       For          Management
1.6   Elect Director Stephen P. Nachtsheim    For       For          Management
1.7   Elect Director Mary Ann O'Dwyer         For       For          Management
1.8   Elect Director Martyn R. Redgrave       For       For          Management
1.9   Elect Director Lee J. Schram            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Ratify Auditors                         For       For          Management


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

DOLLAR TREE, INC.

Ticker:       DLTR           Security ID:  256746108
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arnold S. Barron         For       For          Management
1.2   Elect Director Macon F. Brock, Jr.      For       For          Management
1.3   Elect Director Mary Anne Citrino        For       For          Management
1.4   Elect Director J. Douglas Perry         For       For          Management
1.5   Elect Director Thomas A. Saunders, III  For       For          Management
1.6   Elect Director Thomas E. Whiddon        For       For          Management
1.7   Elect Director Carl P. Zeithaml         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

DOMINO'S PIZZA, INC.

Ticker:       DPZ            Security ID:  25754A201
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David A. Brandon         For       For          Management
1.2   Elect Director Diana F. Cantor          For       For          Management
1.3   Elect Director Richard L. Federico      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Report on Gestation Crate-Free Pork     Against   Against      Shareholder
      Purchasing Policy
4     Ratify Auditors                         For       For          Management


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

DOMTAR CORPORATION

Ticker:       UFS            Security ID:  257559203
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Giannella Alvarez        For       For          Management
2     Elect Director Jack C. Bingleman        For       For          Management
3     Elect Director Louis P. Gignac          For       For          Management
4     Elect Director Brian M. Levitt          For       For          Management
5     Elect Director Harold H. MacKay         For       For          Management
6     Elect Director David G. Maffucci        For       For          Management
7     Elect Director Robert J. Steacy         For       For          Management
8     Elect Director Pamela B. Strobel        For       For          Management
9     Elect Director Denis Turcotte           For       For          Management
10    Elect Director John D. Williams         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Amend Omnibus Stock Plan                For       For          Management
13    Approve Executive Incentive Bonus Plan  For       For          Management
14    Ratify Auditors                         For       For          Management


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

EXELON CORPORATION

Ticker:       EXC            Security ID:  30161N101
Meeting Date: NOV 17, 2011   Meeting Type: Special
Record Date:  OCT 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Adjourn Meeting                         For       For          Management


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

EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director P. Brabeck-Letmathe      For       For          Management
1.3   Elect Director L.R. Faulkner            For       For          Management
1.4   Elect Director J.S. Fishman             For       For          Management
1.5   Elect Director H.H. Fore                For       For          Management
1.6   Elect Director K.C. Frazier             For       For          Management
1.7   Elect Director W.W. George              For       For          Management
1.8   Elect Director S.J. Palmisano           For       For          Management
1.9   Elect Director S.S. Reinemund           For       For          Management
1.10  Elect Director R.W. Tillerson           For       For          Management
1.11  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   For          Shareholder
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Report on Political Contributions       Against   For          Shareholder
7     Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
8     Report on Hydraulic Fracturing Risks    Against   For          Shareholder
      to Company
9     Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations


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

FAMILY DOLLAR STORES, INC.

Ticker:       FDO            Security ID:  307000109
Meeting Date: JAN 19, 2012   Meeting Type: Annual
Record Date:  NOV 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark R. Bernstein        For       For          Management
1.2   Elect Director Pamela L. Davies         For       For          Management
1.3   Elect Director Sharon Allred Decker     For       For          Management
1.4   Elect Director Edward C. Dolby          For       For          Management
1.5   Elect Director Glenn A. Eisenberg       For       For          Management
1.6   Elect Director Edward P. Garden         For       For          Management
1.7   Elect Director Howard R. Levine         For       For          Management
1.8   Elect Director George R. Mahoney, Jr.   For       For          Management
1.9   Elect Director James G. Martin          For       For          Management
1.10  Elect Director Harvey Morgan            For       For          Management
1.11  Elect Director Dale C. Pond             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

FBL FINANCIAL GROUP, INC.

Ticker:       FFG            Security ID:  30239F106
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roger K. Brooks          For       For          Management
1.2   Elect Director Jerry L. Chicoine        For       For          Management
1.3   Elect Director Tim H. Gill              For       For          Management
1.4   Elect Director Robert H. Hanson         For       For          Management
1.5   Elect Director James E. Hohmann         For       For          Management
1.6   Elect Director Paul E. Larson           For       For          Management
1.7   Elect Director Edward W. Mehrer         For       For          Management
1.8   Elect Director John E. Walker           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approval of the Material Terms of       For       For          Management
      Officer Performance Goals
4     Ratify Auditors                         For       For          Management
5     Other Business                          For       Against      Management


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

FLOWERS FOODS, INC.

Ticker:       FLO            Security ID:  343498101
Meeting Date: JUN 01, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joe E. Beverly           For       For          Management
1.2   Elect Director Amos R. McMullian        For       For          Management
1.3   Elect Director J. V. Shields, Jr.       For       For          Management
1.4   Elect Director David V. Singer          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

FOOT LOCKER, INC.

Ticker:       FL             Security ID:  344849104
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan D. Feldman          For       For          Management
1.2   Elect Director Jarobin Gilbert, Jr.     For       For          Management
1.3   Elect Director David Y. Schwartz        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GANNETT CO., INC.

Ticker:       GCI            Security ID:  364730101
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John E. Cody             For       For          Management
1.2   Elect Director Howard D. Elias          For       For          Management
1.3   Elect Director Arthur H. Harper         For       For          Management
1.4   Elect Director John Jeffry Louis        For       For          Management
1.5   Elect Director Marjorie Magner          For       For          Management
1.6   Elect Director Gracia C. Martore        For       For          Management
1.7   Elect Director Scott K. McCune          For       Withhold     Management
1.8   Elect Director Duncan M. McFarland      For       For          Management
1.9   Elect Director Susan Ness               For       For          Management
1.10  Elect Director Neal Shapiro             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Cogan            For       For          Management
1.2   Elect Director Etienne F. Davignon      For       For          Management
1.3   Elect Director James M. Denny           For       For          Management
1.4   Elect Director Carla A. Hills           For       For          Management
1.5   Elect Director Kevin E. Lofton          For       For          Management
1.6   Elect Director John W. Madigan          For       For          Management
1.7   Elect Director John C. Martin           For       For          Management
1.8   Elect Director Gordon E. Moore          For       For          Management
1.9   Elect Director Nicholas G. Moore        For       For          Management
1.10  Elect Director Richard J. Whitley       For       For          Management
1.11  Elect Director Gayle E. Wilson          For       For          Management
1.12  Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder
5     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote


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

GOLAR LNG LTD

Ticker:       GOL            Security ID:  G9456A100
Meeting Date: JUN 18, 2012   Meeting Type: Special
Record Date:  MAY 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Delisting of Shares from the    For       For          Management
      Oslo Stock Exchange


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

HAMPTON ROADS BANKSHARES, INC.

Ticker:       HMPR           Security ID:  409321502
Meeting Date: OCT 04, 2011   Meeting Type: Annual
Record Date:  AUG 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert B. Goldstein      For       For          Management
1.2   Elect Director Hal F. Goltz             For       For          Management
1.3   Elect Director Randal K. Quarles        For       For          Management
2     Ratify Auditors                         For       Against      Management
3     Approve Omnibus Stock Plan              For       Against      Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

HEALTH MANAGEMENT ASSOCIATES, INC.

Ticker:       HMA            Security ID:  421933102
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Schoen        For       For          Management
1.2   Elect Director Gary D. Newsome          For       For          Management
1.3   Elect Director Kent P. Dauten           For       For          Management
1.4   Elect Director Pascal J. Goldschmidt    For       For          Management
1.5   Elect Director Donald E. Kiernan        For       For          Management
1.6   Elect Director Robert A. Knox           For       For          Management
1.7   Elect Director Vicki A. O'Meara         For       For          Management
1.8   Elect Director William C. Steere, Jr.   For       For          Management
1.9   Elect Director Randolph W. Westerfield  For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Other Business                          For       Against      Management


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

HEALTHSPRING, INC.

Ticker:       HS             Security ID:  42224N101
Meeting Date: JAN 12, 2012   Meeting Type: Special
Record Date:  DEC 08, 2011

#     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


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

HORNBECK OFFSHORE SERVICES, INC.

Ticker:       HOS            Security ID:  440543106
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry D. Hornbeck        For       For          Management
1.2   Elect Director Steven W. Krablin        For       For          Management
1.3   Elect Director John T. Rynd             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

HUMANA INC.

Ticker:       HUM            Security ID:  444859102
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Frank A. D'Amelio        For       For          Management
2     Elect Director W. Roy Dunbar            For       For          Management
3     Elect Director Kurt J. Hilzinger        For       For          Management
4     Elect Director David A. Jones, Jr.      For       For          Management
5     Elect Director Michael B. McCallister   For       For          Management
6     Elect Director William J. McDonald      For       For          Management
7     Elect Director William E. Mitchell      For       For          Management
8     Elect Director David B. Nash            For       For          Management
9     Elect Director James J. O'Brien         For       For          Management
10    Elect Director Marissa T. Peterson      For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

INGREDION INC.

Ticker:       CPO            Security ID:  219023108
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard J. Almeida       For       For          Management
1.2   Elect Director Luis Aranguren-Trellez   For       For          Management
1.3   Elect Director Paul Hanrahan            For       For          Management
1.4   Elect Director Wayne M. Hewett          For       For          Management
1.5   Elect Director Gregory B. Kenny         For       For          Management
1.6   Elect Director James M. Ringler         For       For          Management
2     Change Company Name                     For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

INTRALINKS HOLDINGS INC.

Ticker:       IL             Security ID:  46118H104
Meeting Date: JUL 27, 2011   Meeting Type: Annual
Record Date:  JUN 13, 2011

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


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

J. C. PENNEY COMPANY, INC.

Ticker:       JCP            Security ID:  708160106
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William A. Ackman        For       For          Management
2     Elect Director Colleen C. Barrett       For       For          Management
3     Elect Director Thomas J. Engibous       For       For          Management
4     Elect Director Kent B. Foster           For       For          Management
5     Elect Director Ronald B. Johnson        For       For          Management
6     Elect Director Geraldine B. Laybourne   For       For          Management
7     Elect Director Burl Osborne             For       For          Management
8     Elect Director Leonard H. Roberts       For       For          Management
9     Elect Director Steven Roth              For       For          Management
10    Elect Director Javier G. Teruel         For       For          Management
11    Elect Director R. Gerald Turner         For       For          Management
12    Elect Director Mary Beth West           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       Against      Management
15    Approve Executive Incentive Bonus Plan  For       For          Management
16    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

JAZZ PHARMACEUTICALS, INC.

Ticker:       JAZZ           Security ID:  472147107
Meeting Date: DEC 12, 2011   Meeting Type: Special
Record Date:  NOV 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Advisory Vote on Golden Parachutes      For       Against      Management
3     Approve Omnibus Stock Plan              For       Against      Management
4     Amend Qualified Employee Stock          For       Against      Management
      Purchase Plan
5     Amend Dividend Reinvestment Plan        For       For          Management
6     Adjourn Meeting                         For       For          Management


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

KANSAS CITY SOUTHERN

Ticker:       KSU            Security ID:  485170302
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lu M. Cordova            For       For          Management
1.2   Elect Director Michael R. Haverty       For       For          Management
1.3   Elect Director Thomas A. McDonnell      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Supermajority Vote Requirement   For       For          Management
4     Eliminate Cumulative Voting             For       For          Management
5     Amend Certificate of Incorporation      For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

KOPPERS HOLDINGS INC.

Ticker:       KOP            Security ID:  50060P106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sharon Feng              For       For          Management
1.2   Elect Director Stephen R. Tritch        For       For          Management
1.3   Elect Director T. Michael Young         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

LINCOLN NATIONAL CORPORATION

Ticker:       LNC            Security ID:  534187109
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director George W. Henderson, III For       For          Management
2     Elect Director Eric G. Johnson          For       For          Management
3     Elect Director M. Leanne Lachman        For       For          Management
4     Elect Director Isaiah Tidwell           For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LIQUIDITY SERVICES, INC.

Ticker:       LQDT           Security ID:  53635B107
Meeting Date: FEB 29, 2012   Meeting Type: Annual
Record Date:  JAN 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Patrick W. Gross         For       For          Management
1.2   Elect Director Franklin D. Kramer       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 27, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     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 William J. Young         For       For          Management
1.6   Elect Director M.L. Dick Heimann        For       For          Management
1.7   Elect Director Kenneth E. Roberts       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LIZ CLAIBORNE, INC.

Ticker:       LIZ            Security ID:  539320101
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bernard W. Aronson       For       For          Management
2     Elect Director Lawrence S. Benjamin     For       For          Management
3     Elect Director Raul J. Fernandez        For       For          Management
4     Elect Director Kenneth B. Gilman        For       For          Management
5     Elect Director Nancy J. Karch           For       For          Management
6     Elect Director Kenneth P. Kopelman      For       For          Management
7     Elect Director Kay Koplovitz            For       For          Management
8     Elect Director Arthur C. Martinez       For       For          Management
9     Elect Director William L. McComb        For       For          Management
10    Elect Director Doreen A. Toben          For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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

LOWE'S COMPANIES, INC.

Ticker:       LOW            Security ID:  548661107
Meeting Date: JUN 01, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raul Alvarez             For       For          Management
1.2   Elect Director David W. Bernauer        For       For          Management
1.3   Elect Director Leonard L. Berry         For       For          Management
1.4   Elect Director Peter C. Browning        For       For          Management
1.5   Elect Director Richard W. Dreiling      For       For          Management
1.6   Elect Director Dawn E. Hudson           For       For          Management
1.7   Elect Director  Robert L. Johnson       For       For          Management
1.8   Elect Director Marshall O. Larsen       For       For          Management
1.9   Elect Director Richard K. Lochridge     For       For          Management
1.10  Elect Director Robert A. Niblock        For       For          Management
1.11  Elect Director Eric C. Wiseman          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Report on Political Contributions       Against   For          Shareholder
6     Submit Severance Agreement              Against   For          Shareholder
      (Change-in-Control) to Shareholder Vote
7     Stock Retention/Holding Period          Against   For          Shareholder


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

LSI CORPORATION

Ticker:       LSI            Security ID:  502161102
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charles A. Haggerty      For       For          Management
2     Elect Director Richard S. Hill          For       For          Management
3     Elect Director John H.F. Miner          For       For          Management
4     Elect Director Arun Netravali           For       For          Management
5     Elect Director Charles C. Pope          For       For          Management
6     Elect Director Gregorio Reyes           For       For          Management
7     Elect Director Michael G. Strachan      For       For          Management
8     Elect Director Abhijit Y. Talwalkar     For       For          Management
9     Elect Director Susan M. Whitney         For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Amend Omnibus Stock Plan                For       For          Management


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

MCDONALD'S CORPORATION

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert A. Eckert         For       For          Management
2     Elect Director Enrique Hernandez, Jr.   For       For          Management
3     Elect Director Jeanne P. Jackson        For       For          Management
4     Elect Director Andrew J. Mckenna        For       For          Management
5     Elect Director Donald Thompson          For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Approve Omnibus Stock Plan              For       For          Management
8     Declassify the Board of Directors       For       For          Management
9     Provide Right to Call Special Meeting   For       For          Management
10    Ratify Auditors                         For       For          Management
11    Report on Policy Responses to           Against   Against      Shareholder
      Children's Health Concerns and Fast
      Food


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

MCKESSON CORPORATION

Ticker:       MCK            Security ID:  58155Q103
Meeting Date: JUL 27, 2011   Meeting Type: Annual
Record Date:  MAY 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Andy D. Bryant           For       For          Management
2     Elect Director Wayne A. Budd            For       For          Management
3     Elect Director John H. Hammergren       For       For          Management
4     Elect Director Alton F. Irby III        For       For          Management
5     Elect Director M. Christine Jacobs      For       For          Management
6     Elect Director Marie L. Knowles         For       For          Management
7     Elect Director David M. Lawrence        For       For          Management
8     Elect Director Edward A. Mueller        For       For          Management
9     Elect Director Jane E. Shaw             For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
13    Reduce Supermajority Vote Requirement   For       For          Management
      to Amend Certificate of Incorporation
      That Adversely Affects Holders of
      Series A Junior Participating
      Preferred Stock
14    Reduce Supermajority Vote Requirement   For       For          Management
      to Amend Bylaws
15    Reduce Supermajority Vote Requirement   For       For          Management
      and "Fair Price" Provision Applicable
      to Certain Business Combinations
16    Amend Certificate of Incorporation to   For       For          Management
      Remove Transitional Provision Related
      to Eliminated Classified Board
      Structure
17    Amend Certificate of Incorporation to   For       For          Management
      Conform the "Interested Transactions"
      Provisions and the Stockholder Action
      Provision
18    Stock Retention/Holding Period          Against   For          Shareholder


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

MEASUREMENT SPECIALTIES, INC.

Ticker:       MEAS           Security ID:  583421102
Meeting Date: SEP 22, 2011   Meeting Type: Annual
Record Date:  JUL 26, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth E. Thompson      For       For          Management
1.2   Elect Director Morton L. Topfer         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


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

MEDIDATA SOLUTIONS, INC.

Ticker:       MDSO           Security ID:  58471A105
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tarek A. Sherif          For       For          Management
1.2   Elect Director Glen M. de Vries         For       For          Management
1.3   Elect Director Carlos Dominguez         For       For          Management
1.4   Elect Director Neil M. Kurtz            For       For          Management
1.5   Elect Director George W. McCulloch      For       For          Management
1.6   Elect Director Lee A. Shapiro           For       For          Management
1.7   Elect Director Robert B. Taylor         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


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

METROPOLITAN HEALTH NETWORKS, INC.

Ticker:       MDF            Security ID:  592142103
Meeting Date: JUN 12, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael M. Earley        For       For          Management
1.2   Elect Director Arthur D. Kowaloff       For       For          Management
1.3   Elect Director Michael E. Cahr          For       For          Management
1.4   Elect Director Casey L. Gunnell         For       For          Management
1.5   Elect Director Richard A. Franco, Sr.   For       For          Management
1.6   Elect Director Mark D. Stolper          For       For          Management
1.7   Elect Director John S. Watts, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MOHAWK INDUSTRIES, INC.

Ticker:       MHK            Security ID:  608190104
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce C. Bruckmann       For       For          Management
1.2   Elect Director Frans G. De Cock         For       For          Management
1.3   Elect Director Joseph A. Onorato        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


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

MOLINA HEALTHCARE, INC.

Ticker:       MOH            Security ID:  60855R100
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Garrey E. Carruthers     For       For          Management
1.2   Elect Director Frank E. Murray          For       For          Management
1.3   Elect Director John P. Szabo, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management


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

NATIONAL AMERICAN UNIVERSITY HOLDINGS, INC.

Ticker:       NAUH           Security ID:  63245Q105
Meeting Date: NOV 01, 2011   Meeting Type: Annual
Record Date:  SEP 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert D. Buckingham     For       For          Management
1.2   Elect Director Jerry L. Gallentine      For       For          Management
1.3   Elect Director Therese Kreig Crane      For       For          Management
1.4   Elect Director R. John Reynolds         For       For          Management
1.5   Elect Director Thomas D. Saban          For       For          Management
1.6   Elect Director David L. Warnock         For       For          Management
1.7   Elect Director H. Edward Yelick         For       For          Management
2     Ratify Auditors                         For       For          Management


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

NEOGEN CORPORATION

Ticker:       NEOG           Security ID:  640491106
Meeting Date: OCT 06, 2011   Meeting Type: Annual
Record Date:  AUG 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James L. Herbert         For       For          Management
1.2   Elect Director G. Bruce Papesh          For       For          Management
1.3   Elect Director Thomas H. Reed           For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Amend Stock Option Plan                 For       For          Management
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Ratify Auditors                         For       For          Management


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

NEWMARKET CORPORATION

Ticker:       NEU            Security ID:  651587107
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Phyllis L. Cothran       For       For          Management
1.2   Elect Director Mark M. Gambill          For       For          Management
1.3   Elect Director Bruce C. Gottwald        For       For          Management
1.4   Elect Director Thomas E. Gottwald       For       For          Management
1.5   Elect Director Patrick D. Hanley        For       For          Management
1.6   Elect Director James E. Rogers          For       For          Management
1.7   Elect Director Charles B. Walker        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors


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

NEWPARK RESOURCES, INC.

Ticker:       NR             Security ID:  651718504
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David C. Anderson        For       For          Management
1.2   Elect Director Jerry W. Box             For       For          Management
1.3   Elect Director G. Stephen Finley        For       For          Management
1.4   Elect Director Paul L. Howes            For       For          Management
1.5   Elect Director James W. McFarland       For       For          Management
1.6   Elect Director Gary L. Warren           For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

NOVELLUS SYSTEMS, INC.

Ticker:       NVLS           Security ID:  670008101
Meeting Date: MAY 10, 2012   Meeting Type: Special
Record Date:  MAR 14, 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


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

NUANCE COMMUNICATIONS, INC.

Ticker:       NUAN           Security ID:  67020Y100
Meeting Date: JAN 27, 2012   Meeting Type: Annual
Record Date:  DEC 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Paul A. Ricci            For       For          Management
2     Elect Director Robert G. Teresi         For       For          Management
3     Elect Director Robert J. Frankenberg    For       For          Management
4     Elect Director Katharine A. Martin      For       For          Management
5     Elect Director Patrick T. Hackett       For       For          Management
6     Elect Director William H. Janeway       For       For          Management
7     Elect Director Mark B. Myers            For       For          Management
8     Elect Director Philip J. Quigley        For       For          Management
9     Elect Director Mark R. Laret            For       For          Management
10    Amend Omnibus Stock Plan                For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
13    Ratify Auditors                         For       For          Management


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

OIL STATES INTERNATIONAL, INC.

Ticker:       OIS            Security ID:  678026105
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director S. James Nelson          For       For          Management
1.2   Elect Director Gary L. Rosenthal        For       For          Management
1.3   Elect Director William T. Van Kleef     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

OLIN CORPORATION

Ticker:       OLN            Security ID:  680665205
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald W. Bogus          For       For          Management
1.2   Elect Director Philip J. Schulz         For       For          Management
1.3   Elect Director Vincent J. Smith         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

OMNICARE, INC.

Ticker:       OCR            Security ID:  681904108
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mark A. Emmert           For       For          Management
2     Elect Director John Figueroa            For       For          Management
3     Elect Director Steven J. Heyer          For       For          Management
4     Elect Director Andrea R. Lindell        For       For          Management
5     Elect Director Barry Schochet           For       For          Management
6     Elect Director James D. Shelton         For       For          Management
7     Elect Director Amy Wallman              For       For          Management
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
9     Ratify Auditors                         For       For          Management


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

ON ASSIGNMENT, INC.

Ticker:       ASGN           Security ID:  682159108
Meeting Date: MAY 14, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2.1   Elect Director Jeremy M. Jones          For       For          Management
2.2   Elect Director Edward L. Pierce         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

ONCOTHYREON INC.

Ticker:       ONTY           Security ID:  682324108
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christopher S. Henney    For       Withhold     Management
1.2   Elect Director W. Vickery Stoughton     For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James C. Day             For       For          Management
2     Elect Director Julie H. Edwards         For       For          Management
3     Elect Director William L. Ford          For       For          Management
4     Elect Director John W. Gibson           For       For          Management
5     Elect Director Bert H. Mackie           For       For          Management
6     Elect Director Steven J. Malcolm        For       For          Management
7     Elect Director Jim W. Mogg              For       For          Management
8     Elect Director Pattye L. Moore          For       For          Management
9     Elect Director Gary D. Parker           For       For          Management
10    Elect Director Eduardo A. Rodriguez     For       For          Management
11    Elect Director Gerald B. Smith          For       For          Management
12    Elect Director David J. Tippeconnic     For       For          Management
13    Ratify Auditors                         For       For          Management
14    Amend Restricted Stock Plan             For       Against      Management
15    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
16    Increase Authorized Common Stock        For       For          Management
17    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

OPNET TECHNOLOGIES, INC.

Ticker:       OPNT           Security ID:  683757108
Meeting Date: SEP 12, 2011   Meeting Type: Annual
Record Date:  JUL 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alain J. Cohen           For       For          Management
1.2   Elect Director Steven G. Finn           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

OSHKOSH CORPORATION

Ticker:       OSK            Security ID:  688239201
Meeting Date: JAN 27, 2012   Meeting Type: Proxy Contest
Record Date:  DEC 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)           None
1.1   Elect Director Richard M. Donnelly      For       Did Not Vote Management
1.2   Elect Director Michael W. Grebe         For       Did Not Vote Management
1.3   Elect Director Peter B. Hamilton        For       Did Not Vote Management
1.4   Elect Director Kathleen J. Hempel       For       Did Not Vote Management
1.5   Elect Director Leslie F. Kenne          For       Did Not Vote Management
1.6   Elect Director Harvey N. Medvin         For       Did Not Vote Management
1.7   Elect Director J. Peter Mosling, Jr.    For       Did Not Vote Management
1.8   Elect Directors Craig P. Omtvedt        For       Did Not Vote Management
1.9   Elect Director Duncan J. Palmer         For       Did Not Vote Management
1.10  Elect Director John S. Shielly          For       Did Not Vote Management
1.11  Elect Director Richard G. Sim           For       Did Not Vote Management
1.12  Elect Director Charles L. Szews         For       Did Not Vote Management
1.13  Elect Director William S. Wallace       For       Did Not Vote Management
2     Ratify Auditors                         For       Did Not Vote Management
3     Advisory Vote to Ratify Named           For       Did Not Vote Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       Did Not Vote Management
5     Provide Right to Act by Written Consent Against   Did Not Vote Shareholder
#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Gold Card)             None
1.1   Elect Director A.B. Krongard            For       For          Shareholder
1.2   Elect Director Vincent J. Intrieri      For       Withhold     Shareholder
1.3   Elect Director Samuel Merksamer         For       For          Shareholder
1.4   Elect Director Jose Maria Alapont       For       For          Shareholder
1.5   Elect Director Daniel A. Ninivaggi      For       Withhold     Shareholder
1.6   Elect Director Marc F. Gustafson        For       Withhold     Shareholder
1.7   Management Nominee - Richard M.         For       For          Shareholder
      Donnelly
1.8   Management Nominee - Peter B. Hamilton  For       For          Shareholder
1.9   Management Nominee - Leslie F. Kenne    For       For          Shareholder
1.10  Management Nominee - Craig P. Omtvedt   For       For          Shareholder
1.11  Management Nominee - Duncan J. Palmer   For       For          Shareholder
1.12  Management Nominee - John S. Shielly    For       For          Shareholder
1.13  Management Nominee - William S. Wallace For       For          Shareholder
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           Against   For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                Against   For          Management
5     Provide Right to Act by Written Consent For       For          Shareholder


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

PACWEST BANCORP

Ticker:       PACW           Security ID:  695263103
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark N. Baker            For       For          Management
1.2   Elect Director Craig A. Carlson         For       For          Management
1.3   Elect Director Stephen M. Dunn          For       For          Management
1.4   Elect Director John M. Eggemeyer        For       Withhold     Management
1.5   Elect Director Barry C. Fitzpatrick     For       For          Management
1.6   Elect Director George E. Langley        For       For          Management
1.7   Elect Director Susan E. Lester          For       For          Management
1.8   Elect Director Timothy B. Matz          For       For          Management
1.9   Elect Director Arnold W. Messer         For       For          Management
1.10  Elect Director Daniel B. Platt          For       For          Management
1.11  Elect Director John W. Rose             For       For          Management
1.12  Elect Director Robert A. Stine          For       For          Management
1.13  Elect Director Matthew P. Wagner        For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management
5     Adjourn Meeting                         For       Against      Management
6     Other Business                          For       Against      Management


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

PETROLEO BRASILEIRO SA-PETROBRAS

Ticker:       PETR4          Security ID:  71654V408
Meeting Date: AUG 23, 2011   Meeting Type: Special
Record Date:  AUG 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Ratify Alternate Director Miriam        For       For          Management
      Aparecida Belchior as Director Until
      Next General Meeting to Fill Director
      Vacancy
2     Amend Articles 18, 19, 21, 22, 25, 28,  For       For          Management
      and 39 Re: Board Size, Procedures
      Applicable to Employee Board
      Representative, Clarify Chairman's
      Casting Vote


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

POLO RALPH LAUREN CORPORATION

Ticker:       RL             Security ID:  731572103
Meeting Date: AUG 11, 2011   Meeting Type: Annual
Record Date:  JUN 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank A. Bennack, Jr     For       For          Management
1.2   Elect Director Joel L. Fleishman        For       For          Management
1.3   Elect Director Steven P. Murphy         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   One Year  One Year     Management
5     Change Company Name                     For       For          Management


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

POST PROPERTIES, INC.

Ticker:       PPS            Security ID:  737464107
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert C. Goddard, III   For       For          Management
1.2   Elect Director David P. Stockert        For       For          Management
1.3   Elect Director Herschel M. Bloom        For       For          Management
1.4   Elect Director Walter M. Deriso, Jr.    For       For          Management
1.5   Elect Director Russell R. French        For       For          Management
1.6   Elect Director Dale Anne Reiss          For       For          Management
1.7   Elect Director Stella F. Thayer         For       For          Management
1.8   Elect Director Ronald de Waal           For       For          Management
1.9   Elect Director Donald C. Wood           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

PRESTIGE BRANDS HOLDINGS, INC.

Ticker:       PBH            Security ID:  74112D101
Meeting Date: JUN 29, 2012   Meeting Type: Annual
Record Date:  MAY 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Matthew M. Mannelly      For       For          Management
1.2   Elect Director John E. Byom             For       For          Management
1.3   Elect Director Gary E. Costley          For       For          Management
1.4   Elect Director Charles J. Hinkaty       For       For          Management
1.5   Elect Director Patrick M. Lonergan      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PRICELINE.COM INCORPORATED

Ticker:       PCLN           Security ID:  741503403
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffery H. Boyd          For       For          Management
1.2   Elect Director Ralph M. Bahna           For       For          Management
1.3   Elect Director Howard W. Barker, Jr.    For       For          Management
1.4   Elect Director Jan L. Docter            For       For          Management
1.5   Elect Director Jeffrey E. Epstein       For       For          Management
1.6   Elect Director James M. Guyette         For       For          Management
1.7   Elect Director Nancy B. Peretsman       For       For          Management
1.8   Elect Director Craig W. Rydin           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder


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

PRICESMART, INC.

Ticker:       PSMT           Security ID:  741511109
Meeting Date: JAN 25, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sherry S. Bahrambeygui   For       For          Management
1.2   Elect Director Gonzalo Barrutieta       For       For          Management
1.3   Elect Director Katherine L. Hensley     For       For          Management
1.4   Elect Director Leon C. Janks            For       For          Management
1.5   Elect Director Lawrence B. Krause       For       For          Management
1.6   Elect Director Jose Luis Laparte        For       For          Management
1.7   Elect Director Mitchell G. Lynn         For       For          Management
1.8   Elect Director Robert E. Price          For       Withhold     Management
1.9   Elect Director Edgar Zurcher            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

PROTECTIVE LIFE CORPORATION

Ticker:       PL             Security ID:  743674103
Meeting Date: MAY 14, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert O. Burton         For       For          Management
1.2   Elect Director Thomas L. Hamby          For       For          Management
1.3   Elect Director John D. Johns            For       For          Management
1.4   Elect Director Vanessa Leonard          For       For          Management
1.5   Elect Director Charles D. McCrary       For       For          Management
1.6   Elect Director John J. McMahon, Jr.     For       For          Management
1.7   Elect Director Hans H. Miller           For       For          Management
1.8   Elect Director Malcolm Portera          For       For          Management
1.9   Elect Director C. Dowd Ritter           For       For          Management
1.10  Elect Director Jesse J. Spikes          For       For          Management
1.11  Elect Director William A. Terry         For       For          Management
1.12  Elect Director W. Michael Warren, Jr.   For       For          Management
1.13  Elect Director Vanessa Wilson           For       For          Management
1.14  Elect Director Elaine L. Chao           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     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management


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

PSS WORLD MEDICAL, INC.

Ticker:       PSSI           Security ID:  69366A100
Meeting Date: AUG 25, 2011   Meeting Type: Annual
Record Date:  JUN 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles E. Adair         For       For          Management
1.2   Elect Director Alvin R. Carpenter       For       For          Management
1.3   Elect Director Stephen H. Rogers        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
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


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

QUESTCOR PHARMACEUTICALS, INC.

Ticker:       QCOR           Security ID:  74835Y101
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

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


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

R. R. DONNELLEY & SONS COMPANY

Ticker:       RRD            Security ID:  257867101
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas J. Quinlan, III   For       For          Management
2     Elect Director Stephen M. Wolf          For       For          Management
3     Elect Director Susan M. Cameron         For       For          Management
4     Elect Director Lee A. Chaden            For       For          Management
5     Elect Director Richard L. Crandall      For       For          Management
6     Elect Director Judith H. Hamilton       For       For          Management
7     Elect Director Thomas S. Johnson        For       For          Management
8     Elect Director John C. Pope             For       For          Management
9     Elect Director Michael T. Riordan       For       For          Management
10    Elect Director Oliver R. Sockwell       For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Approve Omnibus Stock Plan              For       For          Management
13    Ratify Auditors                         For       For          Management
14    Prepare Sustainability Report           Against   For          Shareholder


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

RAYTHEON COMPANY

Ticker:       RTN            Security ID:  755111507
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James E. Cartwright      For       For          Management
2     Elect Director Vernon E. Clark          For       For          Management
3     Elect Director John M. Deutch           For       For          Management
4     Elect Director Stephen J. Hadley        For       For          Management
5     Elect Director Frederic M. Poses        For       For          Management
6     Elect Director Michael C. Ruettgers     For       For          Management
7     Elect Director Ronald L. Skates         For       For          Management
8     Elect Director William R. Spivey        For       For          Management
9     Elect Director Linda G. Stuntz          For       Against      Management
10    Elect Director William H. Swanson       For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Stock Retention/Holding Period          Against   For          Shareholder
14    Submit SERP to Shareholder Vote         Against   For          Shareholder
15    Provide Right to Act by Written Consent Against   For          Shareholder


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

RELIANCE STEEL & ALUMINUM CO.

Ticker:       RS             Security ID:  759509102
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David H. Hannah          For       For          Management
1.2   Elect Director Mark V. Kaminski         For       For          Management
1.3   Elect Director Gregg J. Mollins         For       For          Management
1.4   Elect Director Andrew G. Sharkey, Iii   For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   For          Shareholder
5     Ratify Auditors                         For       For          Management


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

RENT-A-CENTER, INC.

Ticker:       RCII           Security ID:  76009N100
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael J. Gade          For       For          Management
2     Elect Director J. V. Lentell            For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ROSS STORES, INC.

Ticker:       ROST           Security ID:  778296103
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael Balmuth          For       For          Management
1.2   Elect Director K. Gunnar Bjorklund      For       For          Management
1.3   Elect Director Sharon D. Garrett        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

ROYAL GOLD, INC.

Ticker:       RGLD           Security ID:  780287108
Meeting Date: NOV 16, 2011   Meeting Type: Annual
Record Date:  SEP 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director M. Craig Haase           For       For          Management
2     Elect Director S. Oden Howell, Jr.      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


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

RPC, INC.

Ticker:       RES            Security ID:  749660106
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard A. Hubbell       For       Withhold     Management
1.2   Elect Director Linda H. Graham          For       Withhold     Management
1.3   Elect Director Bill J. Dismuke          For       For          Management
1.4   Elect Director Larry L. Prince          For       For          Management
2     Ratify Auditors                         For       For          Management


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

RSC HOLDINGS INC.

Ticker:       RRR            Security ID:  74972L102
Meeting Date: APR 27, 2012   Meeting Type: Special
Record Date:  MAR 22, 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


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

SALIX PHARMACEUTICALS, LTD.

Ticker:       SLXP           Security ID:  795435106
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Chappell         For       For          Management
1.2   Elect Director Thomas W. D'Alonzo       For       For          Management
1.3   Elect Director William P. Keane         For       For          Management
1.4   Elect Director Carolyn J. Logan         For       For          Management
1.5   Elect Director Mark A. Sirgo            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


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

SALLY BEAUTY HOLDINGS, INC.

Ticker:       SBH            Security ID:  79546E104
Meeting Date: JAN 26, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth A. Giuriceo      For       For          Management
1.2   Elect Director Robert R. McMaster       For       For          Management
1.3   Elect Director Martha Miller            For       For          Management
2     Adopt the Jurisdiction of               For       Against      Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
3     Ratify Auditors                         For       For          Management


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

SELECT COMFORT CORPORATION

Ticker:       SCSS           Security ID:  81616X103
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen L. Gulis, Jr.    For       For          Management
1.2   Elect Director Brenda J. Lauderback     For       For          Management
1.3   Elect Director Ervin R. Shames          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SPECTRUM PHARMACEUTICALS, INC.

Ticker:       SPPI           Security ID:  84763A108
Meeting Date: JUN 22, 2012   Meeting Type: Annual
Record Date:  APR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Krishan K. Arora         For       For          Management
1.2   Elect Director Gilles Gagnon            For       For          Management
1.3   Elect Director Anton Gueth              For       For          Management
1.4   Elect Director Stuart M. Krassner       For       For          Management
1.5   Elect Director Luigi Lenaz              For       For          Management
1.6   Elect Director Anthony E. Maida, III    For       For          Management
1.7   Elect Director Rajesh C. Shrotriya      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

STANDARD MOTOR PRODUCTS, INC.

Ticker:       SMP            Security ID:  853666105
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert M. Gerrity        For       For          Management
1.2   Elect Director Pamela Forbes Lieberman  For       For          Management
1.3   Elect Director Arthur S. Sills          For       For          Management
1.4   Elect Director Lawrence I. Sills        For       For          Management
1.5   Elect Director Peter J. Sills           For       For          Management
1.6   Elect Director Frederick D. Sturdivant  For       For          Management
1.7   Elect Director William H. Turner        For       For          Management
1.8   Elect Director Richard S. Ward          For       For          Management
1.9   Elect Director Roger M. Widmann         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

STONE ENERGY CORPORATION

Ticker:       SGY            Security ID:  861642106
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George R. Christmas      For       For          Management
1.2   Elect Director B.J. Duplantis           For       For          Management
1.3   Elect Director Peter D. Kinnear         For       For          Management
1.4   Elect Director John P. Laborde          For       For          Management
1.5   Elect Director Robert S. Murley         For       For          Management
1.6   Elect Director Richard A. Pattarozzi    For       For          Management
1.7   Elect Director Donald E. Powell         For       For          Management
1.8   Elect Director Kay G. Priestly          For       For          Management
1.9   Elect Director Phyllis M. Taylor        For       For          Management
1.10  Elect Director David H. Welch           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

STURM, RUGER & COMPANY, INC.

Ticker:       RGR            Security ID:  864159108
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. Michael Jacobi        For       For          Management
1.2   Elect Director John A. Cosentino, Jr.   For       For          Management
1.3   Elect Director James E. Service         For       For          Management
1.4   Elect Director Amir P. Rosenthal        For       For          Management
1.5   Elect Director Ronald C. Whitaker       For       For          Management
1.6   Elect Director Phillip C. Widman        For       For          Management
1.7   Elect Director Michael O. Fifer         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SUNPOWER CORPORATION

Ticker:       SPWRA          Security ID:  867652109
Meeting Date: NOV 15, 2011   Meeting Type: Special
Record Date:  SEP 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reclassification of Class A     For       For          Management
      and Class B Common Stock into a Single
      Class of Common Stock and Eliminate
      Obsolete Provisions of the Certificate
      of Incorporation
2     Provide Right to Act by Written Consent For       Against      Management
3     Amend Omnibus Stock Plan                For       Against      Management


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

SUSQUEHANNA BANCSHARES, INC.

Ticker:       SUSQ           Security ID:  869099101
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Anthony J. Agnone, Sr.   For       For          Management
1.2   Elect Director Wayne E. Alter, Jr.      For       For          Management
1.3   Elect Director Eddie L. Dunklebarger    For       For          Management
1.4   Elect Director Henry R. Gibbel          For       For          Management
1.5   Elect Director Bruce A. Hepburn         For       For          Management
1.6   Elect Director Donald L. Hoffman        For       For          Management
1.7   Elect Director Sara G. Kirkland         For       For          Management
1.8   Elect Director Jeffrey F. Lehman        For       For          Management
1.9   Elect Director Michael A. Morello       For       For          Management
1.10  Elect Director Scott J. Newkam          For       For          Management
1.11  Elect Director Robert E. Poole, Jr.     For       For          Management
1.12  Elect Director William J. Reuter        For       For          Management
1.13  Elect Director Andrew S. Samuel         For       For          Management
1.14  Elect Director Christine Sears          For       For          Management
1.15  Elect Director James A. Ulsh            For       For          Management
1.16  Elect Director Robert W. White          For       For          Management
1.17  Elect Director Roger V. Wiest, Sr.      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SUSSER HOLDINGS CORPORATION

Ticker:       SUSS           Security ID:  869233106
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce W. Krysiak         For       For          Management
1.2   Elect Director Sam J. Susser            For       For          Management
1.3   Elect Director David P. Engel           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

TECH DATA CORPORATION

Ticker:       TECD           Security ID:  878237106
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kathleen Misunas         For       For          Management
2     Elect Director Thomas I. Morgan         For       For          Management
3     Elect Director Steven A. Raymund        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Amend Executive Incentive Bonus Plan    For       For          Management


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

THE ANDERSONS, INC.

Ticker:       ANDE           Security ID:  034164103
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael J. Anderson      For       For          Management
1.2   Elect Director Gerard M. Anderson       For       For          Management
1.3   Elect Director Catherine M. Kilbane     For       For          Management
1.4   Elect Director Robert J. King, Jr.      For       For          Management
1.5   Elect Director Ross W. Manire           For       For          Management
1.6   Elect Director Donald L. Mennel         For       For          Management
1.7   Elect Director David L. Nichols         For       For          Management
1.8   Elect Director John T. Stout, Jr.       For       For          Management
1.9   Elect Director Jacqueline F. Woods      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director F. Duane Ackerman        For       For          Management
2     Elect Director Francis S. Blake         For       For          Management
3     Elect Director Ari Bousbib              For       For          Management
4     Elect Director Gregory D. Brenneman     For       For          Management
5     Elect Director J. Frank Brown           For       For          Management
6     Elect Director Albert P. Carey          For       For          Management
7     Elect Director Armando Codina           For       For          Management
8     Elect Director Bonnie G. Hill           For       For          Management
9     Elect Director Karen L. Katen           For       For          Management
10    Elect Director Ronald L. Sargent        For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
14    Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
15    Prepare Employment Diversity Report     Against   For          Shareholder
16    Amend Right to Act by Written Consent   Against   For          Shareholder
17    Amend Bylaws -- Call Special Meetings   Against   For          Shareholder
18    Report on Charitable Contributions      Against   Against      Shareholder
19    Adopt Storm Water Run-off Management    Against   Against      Shareholder
      Policy


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

THE LACLEDE GROUP, INC.

Ticker:       LG             Security ID:  505597104
Meeting Date: JAN 26, 2012   Meeting Type: Annual
Record Date:  DEC 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arnold W. Donald         For       For          Management
1.2   Elect Director Anthony V. Leness        For       For          Management
1.3   Elect Director William E. Nasser        For       For          Management
1.4   Elect Director Suzanne Sitherwood       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Other Business                          For       Against      Management


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

THE MEDICINES COMPANY

Ticker:       MDCO           Security ID:  584688105
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Armin M. Kessler         For       For          Management
1.2   Elect Director Robert G. Savage         For       For          Management
1.3   Elect Director Glenn P. Sblendorio      For       For          Management
1.4   Elect Director Melvin K. Spigelman      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

THE MEN'S WEARHOUSE, INC.

Ticker:       MW             Security ID:  587118100
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George Zimmer            For       For          Management
1.2   Elect Director David H. Edwab           For       For          Management
1.3   Elect Director Douglas S. Ewert         For       For          Management
1.4   Elect Director Rinaldo S. Brutoco       For       For          Management
1.5   Elect Director Michael L. Ray           For       For          Management
1.6   Elect Director Sheldon I. Stein         For       For          Management
1.7   Elect Director Deepak Chopra            For       For          Management
1.8   Elect Director William B. Sechrest      For       For          Management
1.9   Elect Director Larry R. Katzen          For       For          Management
1.10  Elect Director Grace Nichols            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 11, 2011   Meeting Type: Annual
Record Date:  AUG 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Angela F. Braly          For       For          Management
2     Elect Director Kenneth I. Chenault      For       For          Management
3     Elect Director Scott D. Cook            For       For          Management
4     Elect Director Susan Desmond-Hellmann   For       For          Management
5     Elect Director Robert A. McDonald       For       For          Management
6     Elect Director W. James McNerney, Jr.   For       For          Management
7     Elect Director Johnathan A. Rodgers     For       For          Management
8     Elect Director Margaret C. Whitman      For       For          Management
9     Elect Director Mary Agnes Wilderotter   For       For          Management
10    Elect Director Patricia A. Woertz       For       For          Management
11    Elect Director Ernesto Zedillo          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Amend Articles of Incorporation         For       For          Management
16    Provide for Cumulative Voting           Against   For          Shareholder
17    Phase Out Use of Laboratory Animals in  Against   Against      Shareholder
      Pet Food Product Testing
18    Report on Political Contributions and   Against   Against      Shareholder
      Provide Advisory Vote


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

THE SOUTHERN COMPANY

Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Juanita Powell Baranco   For       For          Management
2     Elect Director Jon A. Boscia            For       For          Management
3     Elect Director Henry A. Clark, III      For       For          Management
4     Elect Director Thomas A. Fanning        For       For          Management
5     Elect Director H. William Habermeyer,   For       For          Management
      Jr.
6     Elect Director Veronica M. Hagen        For       For          Management
7     Elect Director Warren A. Hood, Jr.      For       For          Management
8     Elect Director Donald M. James          For       For          Management
9     Elect Director Dale E. Klein            For       For          Management
10    Elect Director William G. Smith, Jr.    For       For          Management
11    Elect Director Steven R. Specker        For       For          Management
12    Elect Director Larry D. Thompson        For       For          Management
13    Elect Director E. Jenner Wood, III      For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Report on Coal Combustion Waste Hazard  Against   For          Shareholder
      and Risk Mitigation Efforts
17    Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

THE TJX COMPANIES, INC.

Ticker:       TJX            Security ID:  872540109
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Zein Abdalla             For       For          Management
2     Elect Director Jose B. Alvarez          For       For          Management
3     Elect Director Alan M. Bennett          For       For          Management
4     Elect Director Bernard Cammarata        For       For          Management
5     Elect Director David T. Ching           For       For          Management
6     Elect Director Michael F. Hines         For       For          Management
7     Elect Director Amy B. Lane              For       For          Management
8     Elect Director Carol Meyrowitz          For       For          Management
9     Elect Director John F. O'Brien          For       For          Management
10    Elect Director Willow B. Shire          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Amend Executive Incentive Bonus Plan    For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE TRAVELERS COMPANIES, INC.

Ticker:       TRV            Security ID:  89417E109
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alan L. Beller           For       For          Management
2     Elect Director John H. Dasburg          For       For          Management
3     Elect Director Janet M. Dolan           For       For          Management
4     Elect Director Kenneth M. Duberstein    For       For          Management
5     Elect Director Jay S. Fishman           For       For          Management
6     Elect Director Lawrence G. Graev        For       For          Management
7     Elect Director Patricia L. Higgins      For       For          Management
8     Elect Director Thomas R. Hodgson        For       For          Management
9     Elect Director William J. Kane          For       For          Management
10    Elect Director Cleve L. Killingsworth,  For       For          Management
      Jr.
11    Elect Director Donald J. Shepard        For       For          Management
12    Elect Director Laurie J. Thomsen        For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Report on Political Contributions       Against   For          Shareholder


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

TRW AUTOMOTIVE HOLDINGS CORP.

Ticker:       TRW            Security ID:  87264S106
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James F. Albaugh         For       Withhold     Management
1.2   Elect Director Robert L. Friedman       For       For          Management
1.3   Elect Director J. Michael Losh          For       For          Management
1.4   Elect Director David S. Taylor          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


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

ULTA SALON, COSMETICS & FRAGRANCE, INC.

Ticker:       ULTA           Security ID:  90384S303
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. DiRomualdo     For       For          Management
1.2   Elect Director Catherine A. Halligan    For       For          Management
1.3   Elect Director Lorna E. Nagler          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNIFIRST CORPORATION

Ticker:       UNF            Security ID:  904708104
Meeting Date: JAN 10, 2012   Meeting Type: Annual
Record Date:  NOV 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael Iandoli          For       For          Management
1.2   Elect Director Kathleen M. Camilli      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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

UNITED CONTINENTAL HOLDINGS, INC.

Ticker:       UAL            Security ID:  910047109
Meeting Date: JUN 12, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carolyn Corvi            For       For          Management
1.2   Elect Director Jane C. Garvey           For       For          Management
1.3   Elect Director Walter Isaacson          For       For          Management
1.4   Elect Director Henry L. Meyer Iii       For       For          Management
1.5   Elect Director Oscar Munoz              For       For          Management
1.6   Elect Director Laurence E. Simmons      For       For          Management
1.7   Elect Director Jeffery A. Smisek        For       For          Management
1.8   Elect Director Glenn F. Tilton          For       For          Management
1.9   Elect Director David J. Vitale          For       For          Management
1.10  Elect Director John H. Walker           For       For          Management
1.11  Elect Director Charles A. Yamarone      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNITED ONLINE, INC.

Ticker:       UNTD           Security ID:  911268100
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James T. Armstrong       For       For          Management
1.2   Elect Director Dennis Holt              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: APR 27, 2012   Meeting Type: Special
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Issue Shares in Connection with         For       For          Management
      Acquisition
3     Adjourn Meeting                         For       For          Management


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

UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: JUN 08, 2012   Meeting Type: Annual
Record Date:  MAY 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jenne K. Britell         For       For          Management
2     Elect Director Jose B. Alvarez          For       For          Management
3     Elect Director Bobby J. Griffin         For       For          Management
4     Elect Director Michael J. Kneeland      For       For          Management
5     Elect Director Pierre E. Leroy          For       For          Management
6     Elect Director Singleton B. McAllister  For       For          Management
7     Elect Director Brian D. McAuley         For       For          Management
8     Elect Director John S. McKinney         For       For          Management
9     Elect Director James H. Ozanne          For       For          Management
10    Elect Director Jason D. Papastavrou     For       For          Management
11    Elect Director Filippo Passerini        For       For          Management
12    Elect Director Donald C. Roof           For       For          Management
13    Elect Director Keith Wimbush            For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Repeal Exclusive Venue Provision        Against   For          Shareholder


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

VIROPHARMA INCORPORATED

Ticker:       VPHM           Security ID:  928241108
Meeting Date: MAY 21, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul A. Brooke           For       For          Management
1.2   Elect Director Michael R. Dougherty     For       For          Management
1.3   Elect Director Robert J. Glaser         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


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

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian P. Anderson        For       For          Management
1.2   Elect Director Wilbur H. Gantz          For       For          Management
1.3   Elect Director V. Ann Hailey            For       For          Management
1.4   Elect Director William K. Hall          For       For          Management
1.5   Elect Director Stuart L. Levenick       For       For          Management
1.6   Elect Director John W. McCarter, Jr.    For       For          Management
1.7   Elect Director Neil S. Novich           For       For          Management
1.8   Elect Director Michael J. Roberts       For       For          Management
1.9   Elect Director Gary L. Rogers           For       For          Management
1.10  Elect Director James T. Ryan            For       For          Management
1.11  Elect Director E. Scott Santi           For       For          Management
1.12  Elect Director James D. Slavik          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 01, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Aida M. Alvarez          For       For          Management
2     Elect Director James W. Breyer          For       For          Management
3     Elect Director M. Michele Burns         For       For          Management
4     Elect Director James I. Cash, Jr.       For       For          Management
5     Elect Director Roger C. Corbett         For       For          Management
6     Elect Director Douglas N. Daft          For       For          Management
7     Elect Director Michael T. Duke          For       Against      Management
8     Elect Director Marissa A. Mayer         For       For          Management
9     Elect Director Gregory B. Penner        For       For          Management
10    Elect Director Steven S. Reinemund      For       For          Management
11    Elect Director H. Lee Scott, Jr.        For       Against      Management
12    Elect Director Arne M. Sorenson         For       For          Management
13    Elect Director Jim C. Walton            For       For          Management
14    Elect Director S. Robson Walton         For       Against      Management
15    Elect Director Christopher J. Williams  For       Against      Management
16    Elect Director Linda S. Wolf            For       For          Management
17    Ratify Auditors                         For       For          Management
18    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
19    Report on Political Contributions       Against   For          Shareholder
20    Request Director Nominee with  Patient  Against   Against      Shareholder
      Safety and Healthcare Quality
      Experience
21    Performance-Based Equity Awards         Against   For          Shareholder


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

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

Ticker:       WAB            Security ID:  929740108
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian P. Hehir           For       For          Management
1.2   Elect Director Michael W. D. Howell     For       For          Management
1.3   Elect Director Nickolas W. Vande Steeg  For       For          Management
1.4   Elect Director Gary C. Valade           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

WINN-DIXIE STORES, INC.

Ticker:       WINN           Security ID:  974280307
Meeting Date: MAR 09, 2012   Meeting Type: Special
Record Date:  JAN 27, 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


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

XCEL ENERGY INC.

Ticker:       XEL            Security ID:  98389B100
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gail Koziara Boudreaux   For       For          Management
2     Elect Director Fredric W. Corrigan      For       For          Management
3     Elect Director Richard K. Davis         For       For          Management
4     Elect Director Benjamin G.S. Fowke, III For       For          Management
5     Elect Director Albert F. Moreno         For       For          Management
6     Elect Director Christopher J.           For       For          Management
      Policinski
7     Elect Director A. Patricia Sampson      For       For          Management
8     Elect Director James J. Sheppard        For       For          Management
9     Elect Director David A. Westerlund      For       For          Management
10    Elect Director Kim Williams             For       For          Management
11    Elect Director Timothy V. Wolf          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Eliminate Cumulative Voting             For       Against      Management
14    Eliminate Class of Preferred Stock      For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Require Independent Board Chairman      Against   Against      Shareholder




================ Direxion Evolution Alternative Investment Fund ================


ALKERMES PLC.

Ticker:       ALKS           Security ID:  G01767BBH
Meeting Date: DEC 08, 2011   Meeting Type: Special
Record Date:  NOV 01, 2011

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


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

COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160KRTH
Meeting Date: JAN 26, 2012   Meeting Type: Annual
Record Date:  NOV 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James D. Sinegal         For       For          Management
1.2   Elect Director Jeffrey H. Brotman       For       For          Management
1.3   Elect Director Richard A. Galanti       For       For          Management
1.4   Elect Director Daniel J. Evans          For       For          Management
1.5   Elect Director Jeffrey S. Raikes        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


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

EXELON CORPORATION

Ticker:       EXC            Security ID:  30161NUTH
Meeting Date: NOV 17, 2011   Meeting Type: Special
Record Date:  OCT 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Adjourn Meeting                         For       For          Management


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

LEVEL 3 COMMUNICATIONS, INC.

Ticker:       LVLT           Security ID:  52729NTTH
Meeting Date: AUG 04, 2011   Meeting Type: Special
Record Date:  JUN 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Increase Authorized Common Stock        For       For          Management
3     Adjourn Meeting                         For       For          Management


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

MEDCO HEALTH SOLUTIONS, INC.

Ticker:       MHS            Security ID:  58405UPPH
Meeting Date: DEC 21, 2011   Meeting Type: Special
Record Date:  NOV 04, 2011

#     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


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

RYDEX SERIES FUNDS

Ticker:                      Security ID:  783554207
Meeting Date: FEB 02, 2012   Meeting Type: Special
Record Date:  OCT 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Investment Advisory Agreement   For       For          Management
2.1   Elect Director Donald C. Cacciapaglia   For       For          Management
2.2   Elect Director Corey A. Colehour        For       For          Management
2.3   Elect Director J. Kenneth Dalton        For       For          Management
2.4   Elect Director John O. Demaret          For       For          Management
2.5   Elect Director Richard M. Goldman       For       For          Management
2.6   Elect Director Werner E. Keller         For       For          Management
2.7   Elect Director Thomas F. Lydon          For       For          Management
2.8   Elect Director Patrick T. McCarville    For       For          Management
2.9   Elect Director Roger Somers             For       For          Management
3     Approve Multi-Manager Structure         For       Against      Management


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

SUPERVALU INC.

Ticker:       SVU            Security ID:  868536RTH
Meeting Date: JUL 26, 2011   Meeting Type: Annual
Record Date:  MAY 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Donald R. Chappel        For       For          Management
2     Elect Director Irwin S. Cohen           For       For          Management
3     Elect Director Ronald E. Daly           For       For          Management
4     Elect Director Susan E. Engel           For       For          Management
5     Elect Director Philip L. Francis        For       For          Management
6     Elect Director Edwin C. Gage            For       For          Management
7     Elect Director Craig R. Herkert         For       For          Management
8     Elect Director Steven S. Rogers         For       For          Management
9     Elect Director Matthew E. Rubel         For       For          Management
10    Elect Director Wayne C. Sales           For       For          Management
11    Elect Director Kathi P. Seifert         For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

WALGREEN CO.

Ticker:       WAG            Security ID:  931422RTH
Meeting Date: JAN 11, 2012   Meeting Type: Annual
Record Date:  NOV 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David J. Brailer         For       For          Management
2     Elect Director Steven A. Davis          For       For          Management
3     Elect Director William C. Foote         For       For          Management
4     Elect Director Mark P. Frissora         For       For          Management
5     Elect Director Ginger L. Graham         For       For          Management
6     Elect Director Alan G. McNally          For       For          Management
7     Elect Director Nancy M. Schlichting     For       For          Management
8     Elect Director David Y. Schwartz        For       For          Management
9     Elect Director Alejandro Silva          For       For          Management
10    Elect Director James A. Skinner         For       For          Management
11    Elect Director Gregory D. Wasson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Approve Executive Incentive Bonus Plan  For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Adopt Retention Ratio for Executives    Against   For          Shareholder




===================== Direxion Evolution Managed Bond Fund =====================


ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC.

Ticker:       AWF            Security ID:  01879R106
Meeting Date: MAR 29, 2012   Meeting Type: Annual
Record Date:  FEB 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Garry L. Moody           For       For          Management
1.2   Elect Director Marshall C. Turner       For       For          Management
1.3   Elect Director Earl D. Weiner           For       For          Management


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

BLACKROCK CORPORATE HIGH YIELD FUND VI, INC.

Ticker:       HYT            Security ID:  09255P107
Meeting Date: JUL 28, 2011   Meeting Type: Annual
Record Date:  MAY 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul L. Audet            For       For          Management
1.2   Elect Director Michael J. Castellano    For       For          Management
1.3   Elect Director Richard E. Cavanagh      For       For          Management
1.4   Elect Director Frank J. Fabozzi         For       For          Management
1.5   Elect Director Kathleen F. Feldstein    For       For          Management
1.6   Elect Director James T. Flynn           For       For          Management
1.7   Elect Director Henry Gabbay             For       For          Management
1.8   Elect Director Jerrold B. Harris        For       For          Management
1.9   Elect Director R. Glenn Hubbard         For       For          Management
1.10  Elect Director W. Carl Kester           For       For          Management
1.11  Elect Director Karen P. Robards         For       For          Management


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

BLACKROCK CREDIT ALLOCATION INCOME TRUST II, INC.

Ticker:       PSY            Security ID:  09255H105
Meeting Date: JUL 28, 2011   Meeting Type: Annual
Record Date:  MAY 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul L. Audet            For       For          Management
1.2   Elect Director Michael J. Castellano    For       For          Management
1.3   Elect Director Richard E. Cavanagh      For       For          Management
1.4   Elect Director Frank J. Fabozzi         For       For          Management
1.5   Elect Director Kathleen F. Feldstein    For       For          Management
1.6   Elect Director James T. Flynn           For       For          Management
1.7   Elect Director Henry Gabbay             For       For          Management
1.8   Elect Director Jerrold B. Harris        For       For          Management
1.9   Elect Director R. Glenn Hubbard         For       For          Management
1.10  Elect Director W. Carl Kester           For       For          Management
1.11  Elect Director Karen P. Robards         For       For          Management


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

BLACKROCK FLOATING RATE INCOME STATEGIES FUND INC.

Ticker:       FRA            Security ID:  09255X100
Meeting Date: JUL 28, 2011   Meeting Type: Annual
Record Date:  MAY 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul L. Audet            For       For          Management
1.2   Elect Director Michael J. Castellano    For       For          Management
1.3   Elect Director Richard E. Cavanagh      For       For          Management
1.4   Elect Director Frank J. Fabozzi         For       For          Management
1.5   Elect Director Kathleen F. Feldstein    For       For          Management
1.6   Elect Director James T. Flynn           For       For          Management
1.7   Elect Director Henry Gabbay             For       For          Management
1.8   Elect Director Jerrold B. Harris        For       For          Management
1.9   Elect Director R. Glenn Hubbard         For       For          Management
1.10  Elect Director W. Carl Kester           For       For          Management
1.11  Elect Director Karen P. Robards         For       For          Management


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

MFS CHARTER INCOME TRUST

Ticker:       MCR            Security ID:  552727109
Meeting Date: OCT 05, 2011   Meeting Type: Annual
Record Date:  AUG 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William R. Gutow         For       For          Management
1.2   Elect Director Michael Hegarty          For       For          Management
1.3   Elect Director John P. Kavanaugh        For       For          Management
1.4   Elect Director Robert W. Uek            For       For          Management


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

MFS GOVERNMENT MARKETS INCOME TRUST

Ticker:       MGF            Security ID:  552939100
Meeting Date: OCT 05, 2011   Meeting Type: Annual
Record Date:  AUG 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William R. Gutow         For       For          Management
1.2   Elect Director Michael Hegarty          For       For          Management
1.3   Elect Director John P. Kavanaugh        For       For          Management
1.4   Elect Director Robert W. Uek            For       For          Management


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

MFS INTERMEDIATE INCOME TRUST

Ticker:       MIN            Security ID:  55273C107
Meeting Date: OCT 05, 2011   Meeting Type: Annual
Record Date:  AUG 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William R. Gutow         For       For          Management
1.2   Elect Director Michael Hegarty          For       For          Management
1.3   Elect Director John P. Kavanaugh        For       For          Management
1.4   Elect Director Robert W. Uek            For       For          Management


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

PUTNAM PREMIER INCOME TRUST

Ticker:       PPT            Security ID:  746853100
Meeting Date: JAN 26, 2012   Meeting Type: Annual
Record Date:  NOV 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Fix Number Trustee and Elect Trustee    For       For          Management
      Ravi Akhoury
1.2   Fix Number Trustee and Elect Trustee    For       For          Management
      Barbara M. Baumann
1.3   Fix Number Trustee and Elect Trustee    For       For          Management
      Jameson A. Baxter
1.4   Fix Number Trustee and Elect Trustee    For       For          Management
      Charles B. Curtis
1.5   Fix Number Trustee and Elect Trustee    For       For          Management
      Robert J. Darretta
1.6   Fix Number Trustee and Elect Trustee    For       For          Management
      John A. Hill
1.7   Fix Number Trustee and Elect Trustee    For       For          Management
      Paul L. Joskow
1.8   Fix Number Trustee and Elect Trustee    For       For          Management
      Elizabeth T. Kennan
1.9   Fix Number Trustee and Elect Trustee    For       For          Management
      Kenneth R. Leibler
1.10  Fix Number Trustee and Elect Trustee    For       For          Management
      George Putnam, lll
1.11  Fix Number Trustee and Elect Trustee    For       For          Management
      Robert E. Patterson
1.12  Fix Number Trustee and Elect Trustee    For       For          Management
      Robert L. Reynolds
1.13  Fix Number Trustee and Elect Trustee W. For       For          Management
      Thomas Stephens


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

TEMPLETON EMERGING MARKETS INCOME FUND

Ticker:       TEI            Security ID:  880192109
Meeting Date: MAR 02, 2012   Meeting Type: Annual
Record Date:  DEC 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ann Torre Bates          For       For          Management
1.2   Elect Director David W. Niemiec         For       For          Management
1.3   Elect Director Larry D. Thompson        For       For          Management
1.4   Elect Director Robert E. Wade           For       For          Management
2     Ratify Auditors                         For       For          Management


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

WELLS FARGO ADVANTAGE MULTI-SECTOR INCOME FUND

Ticker:       ERC            Security ID:  94987D101
Meeting Date: FEB 13, 2012   Meeting Type: Annual
Record Date:  DEC 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Director Judith M. Johnson              For       For          Management
1.2   Director Leroy Keith, Jr.               For       For          Management
1.3   Director Donald C. Willeke              For       For          Management


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

WESTERN ASSET EMERGING MARKETS DEBT FUND INC.

Ticker:       ESD            Security ID:  95766A101
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carol L. Colman          For       For          Management
1.2   Elect Director Daniel P. Cronin         For       For          Management
1.3   Elect Director Paolo M. Cucchi          For       For          Management


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

WESTERN ASSET HIGH INCOME FUND II INC

Ticker:       HIX            Security ID:  95766J102
Meeting Date: AUG 22, 2011   Meeting Type: Annual
Record Date:  JUN 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel P. Cronin         For       For          Management
1.2   Elect Director Jeswald W. Salacuse      For       For          Management


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

WESTERN ASSET/CLAYMORE INFLATION-LINKED OPPORTUNITIES & INCOME FUND

Ticker:       WIW            Security ID:  95766R104
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald A. Nyberg         For       For          Management




==================== Direxion Evolution Market Leaders Fund ====================


ALKERMES PLC.

Ticker:       ALKS           Security ID:  G01767BBH
Meeting Date: DEC 08, 2011   Meeting Type: Special
Record Date:  NOV 01, 2011

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


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

EGA EMERGING GLOBAL SHARES TRUST

Ticker:       AGEM           Security ID:  268461779
Meeting Date: NOV 25, 2011   Meeting Type: Special
Record Date:  AUG 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Investment Advisory Agreement   For       For          Management


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

EXELON CORPORATION

Ticker:       EXC            Security ID:  30161NUTH
Meeting Date: NOV 17, 2011   Meeting Type: Special
Record Date:  OCT 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Adjourn Meeting                         For       For          Management


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

INTER PARFUMS, INC.

Ticker:       IPAR           Security ID:  458334109
Meeting Date: JUL 22, 2011   Meeting Type: Annual
Record Date:  JUN 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jean Madar               For       For          Management
1.2   Elect Director Philippe Benacin         For       For          Management
1.3   Elect Director Russell Greenberg        For       For          Management
1.4   Elect Director Philippe Santi           For       For          Management
1.5   Elect Director Francois Heilbronn       For       For          Management
1.6   Elect Director Jean Levy                For       For          Management
1.7   Elect Director Robert Bensoussan-Torres For       Withhold     Management
1.8   Elect Director Serge Rosinoer           For       Withhold     Management
1.9   Elect Director Patrick Choel            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Amend Certificate of Incorporation      For       For          Management
      Removing the Requirement of Unanimous
      Approval of Directors to Declare or
      Pay Dividends


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

TELEPHONE AND DATA SYSTEMS, INC.

Ticker:       TDS            Security ID:  879433TTH
Meeting Date: NOV 15, 2011   Meeting Type: Special
Record Date:  AUG 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Charter to Reclassify Special     For       Against      Management
      Common Shares
2     Approve Reclassification of Special     For       Against      Management
      Common Shares
3     Amend Charter to Adjust Voting Power    For       Against      Management
      of Series A Common Shares and Common
      Shares
4     Approve Adjustment of Voting Power of   For       Against      Management
      Series A Common Shares and Common
      Shares
5     Amend Charter to Eliminate Certain      For       For          Management
      Provisions Relating to Preferred
      Shares and Tracking Stock
6     Approve Omnibus Stock Plan              For       For          Management
7     Amend Non-Employee Director Stock       For       For          Management
      Option Plan
8     Adjourn Meeting                         For       Against      Management


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

TELEPHONE AND DATA SYSTEMS, INC.

Ticker:       TDS            Security ID:  879433TTT
Meeting Date: NOV 15, 2011   Meeting Type: Special
Record Date:  AUG 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Charter to Reclassify Special     For       For          Management
      Common Shares
2     Approve Reclassification of Special     For       For          Management
      Common Shares
3     Amend Charter to Adjust Voting Power    For       For          Management
      of Series A Common Shares and Common
      Shares
4     Approve Adjustment of Voting Power of   For       For          Management
      Series A Common Shares and Common
      Shares
5     Amend Charter to Eliminate Certain      For       For          Management
      Provisions Relating to Preferred
      Shares and Tracking Stock
6     Approve Omnibus Stock Plan              For       For          Management
7     Amend Non-Employee Director Stock       For       For          Management
      Option Plan
8     Adjourn Meeting                         For       For          Management


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

WALGREEN CO.

Ticker:       WAG            Security ID:  931422RTH
Meeting Date: JAN 11, 2012   Meeting Type: Annual
Record Date:  NOV 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David J. Brailer         For       For          Management
2     Elect Director Steven A. Davis          For       For          Management
3     Elect Director William C. Foote         For       For          Management
4     Elect Director Mark P. Frissora         For       For          Management
5     Elect Director Ginger L. Graham         For       For          Management
6     Elect Director Alan G. McNally          For       For          Management
7     Elect Director Nancy M. Schlichting     For       For          Management
8     Elect Director David Y. Schwartz        For       For          Management
9     Elect Director Alejandro Silva          For       For          Management
10    Elect Director James A. Skinner         For       For          Management
11    Elect Director Gregory D. Wasson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Approve Executive Incentive Bonus Plan  For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Adopt Retention Ratio for Executives    Against   For          Shareholder




========================== Direxion HCM Freedom Fund ===========================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



============================ Direxion HY Bear Fund =============================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=================== Direxion Indexed Commodity Strategy Fund ===================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================ Direxion Indexed Managed Futures Strategy Fund ================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



===================== Direxion Long/Short Global IPO Fund ======================


BANK GOSPODARKI ZYWNOSCIOWEJ SA

Ticker:       BGZ            Security ID:  X0523P106
Meeting Date: JUL 21, 2011   Meeting Type: Special
Record Date:  JUL 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Elect Meeting Chairman                  For       For          Management
3     Acknowledge Proper Convening of Meeting None      None         Management
4     Approve Agenda of Meeting               For       For          Management
5     Approve Regulations on General Meetings For       For          Management
6.1   Amend Statute Re: Corporate Purpose     For       For          Management
6.2   Amend Statute Re: Editorial Amendments  For       For          Management
6.3   Amend Statute Re: Submission of         For       For          Management
      Shareholder Request to Convene EGM
6.4   Amend Statute Re: Source of             For       For          Management
      Publication and Timing of General
      Meeting Notices
6.5   Amend Statute Re: Editorial Amendment   For       For          Management
6.6   Amend Statute Re: Shareholders'         For       For          Management
      Participation in General Meetings
6.7   Amend Statute Re: Editorial Amendment   For       For          Management
6.8   Amend Statute Re: Editorial Amendment   For       For          Management
6.9   Amend Statute Re: Supervisory Board     For       For          Management
      Authority
6.10  Amend Statute Re: Editorial Amendment   For       For          Management
6.11  Amend Statute Re: Conversion of         For       For          Management
      Registered Shares into Bearer Shares
6.12  Amend Statute Re: Editorial Amendment   For       For          Management
6.13  Amend Statute Re: Conversion of         For       For          Management
      Registered Shares into Bearer Shares
7     Approve Consolidated Text of Statute    For       For          Management
8     Amend June 10, 2010, AGM, Resolution    For       For          Management
      Re: Number of Supervisory Board Members
9.1   Recall Supervisory Board Member(s)      For       For          Management
9.2   Elect Supervisory Board Member(s)       For       For          Management
10    Close Meeting                           None      None         Management


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

CHINA LONGYUAN POWER GROUP CORPORATION LTD.

Ticker:       00916          Security ID:  Y1501T101
Meeting Date: AUG 10, 2011   Meeting Type: Special
Record Date:  JUL 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Chen Bin as Director and          For       For          Management
      Authorize the Remuneration and
      Assessment Committee of the Board to
      Determine His Remuneration
2     Elect Qiao Baoping as Supervisor and    For       For          Management
      Authorize the Remuneration and
      Assessment Committee of the Board to
      Determine His Remuneration


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

GRUPO AEROMEXICO S.A.B. DE C.V.

Ticker:       AEROMEX        Security ID:  P4953T108
Meeting Date: AUG 19, 2011   Meeting Type: Special
Record Date:  AUG 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Unaudited Financial Statements  For       For          Management
      for Period Ended June 30, 2011
2     Ratify Capital Increases Occurred for   For       For          Management
      Period Ended June 30, 2011
3     Approve Capitalization of Share         For       For          Management
      Issuance
4     Approve Treatment of Losses Via         For       For          Management
      Absorption of Accumulated Negative
      Results Charged to New Share Capital
5     Approve New Share Capital               For       For          Management
6     Approve Share Repurchase Program        For       For          Management
7     Elect Directors                         For       For          Management
8     Elect Chairman of Audit and Corporate   For       For          Management
      Practices Committee
9     Designate Inspector or Shareholder      For       For          Management
      Representative(s) of Minutes of Meeting
10    Approve Minutes of Meeting              For       For          Management
1     Modify Par Value of of Stock; Amend     For       For          Management
      Company Bylaws Accordingly
2     Amend Company Bylaws Re: Constitution   For       For          Management
      of Finance Committee
3     Designate Inspector or Shareholder      For       For          Management
      Representative(s) of Minutes of Meeting
4     Approve Minutes of Meeting              For       For          Management


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

GRUPO AEROMEXICO S.A.B. DE C.V.

Ticker:       AEROMEX        Security ID:  P4953T108
Meeting Date: FEB 08, 2012   Meeting Type: Special
Record Date:  JAN 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Chairman of Audit and Corporate   For       For          Management
      Practices Committee
2     Designate Delta Air Lines Inc. as       For       For          Management
      Strategic Partner
3     Elect Directors and their Respective    For       For          Management
      Alternates
4     Approve Remuneration of Directors and   For       For          Management
      Members of Board Committees
5     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

HONGGUO INTERNATIONAL HOLDINGS LTD

Ticker:       01028          Security ID:  G45840116
Meeting Date: FEB 01, 2012   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Change of Company Name and the  For       For          Management
      Adoption of Chinese Name as the
      Company's Secondary Name


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

HUANENG RENEWABLES CORPORATION LTD.

Ticker:       00958          Security ID:  Y3739S103
Meeting Date: NOV 01, 2011   Meeting Type: Special
Record Date:  SEP 30, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Zhang Tingke as Non-executive     For       For          Management
      Director
2     Elect Huang Jian as Supervisor          For       For          Management
3     Amend Articles of Association of the    For       For          Management
      Company


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

TRANSCONTAINER OJSC

Ticker:       TRCN           Security ID:  893556100
Meeting Date: NOV 03, 2011   Meeting Type: Special
Record Date:  SEP 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Approve Related-Party Transaction with  For       For          Management
      OAO AlphaStrakhovanie Re: Liability
      Insurance for Directors, Officials,
      and Companies
1.2   Approve Related-Party Transaction with  For       For          Management
      RZD Re: Lease of Cars and Containers
1.3   Approve Related-Party Transaction Re:   For       For          Management
      Supplement to Sept. 9, 2006, Agreement
      with RZD on Lease of Cars and
      Containers
1.4   Approve Related-Party Transaction Re:   For       For          Management
      Supplement to April 15, 2011,
      Agreement with FESCO Transportation
      Group on Provision of Services and
      Performance of Work Associated with
      Shipment of Containers




================== Direxion Monthly 10 Year Note Bear 2X Fund ==================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================== Direxion Monthly 10 Year Note Bull 2X Fund ==================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



===================== Direxion Monthly China Bull 2X Fund ======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=================== Direxion Monthly Commodity Bull 2X Fund ====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=============== Direxion Monthly Developed Markets Bear 2X Fund ================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=============== Direxion Monthly Developed Markets Bull 2X Fund ================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



===================== Direxion Monthly Dollar Bear 2X Fund =====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



===================== Direxion Monthly Dollar Bull 2X Fund =====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================ Direxion Monthly Emerging Markets Bear 2X Fund ================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================ Direxion Monthly Emerging Markets Bull 2X Fund ================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================= Direxion Monthly Latin America Bull 2X Fund ==================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=================== Direxion Monthly NASDAQ-100 Bear 2X Fund ===================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=================== Direxion Monthly NASDAQ-100 Bull 2X Fund ===================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



==================== Direxion Monthly S&P 500 Bear 2X Fund =====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



==================== Direxion Monthly S&P 500 Bull 2X Fund =====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=================== Direxion Monthly Small Cap Bear 2X Fund ====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



=================== Direxion Monthly Small Cap Bull 2X Fund ====================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



================== Direxion U.S. Government Money Market Fund ==================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.



======================== Direxion/Wilshire Dynamic Fund ========================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.


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) Direxion Funds


By (Signature and Title)     /s/ Daniel ONeill
                    Daniel ONeill, President

Date          7/31/12


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