SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                   REGISTERED MANAGEMENT INVESTMENT COMPANIES


                Investment Company Act file number: 811-00204

               AllianceBernstein Small/Mid Cap Growth Fund, Inc.
               (Exact name of registrant as specified in charter)

                             AllianceBernstein L.P.
              1345 Avenue of the Americas, New York, New York l0105
               (Address of Principal Executive Office) (Zip Code)

               Registrant's Telephone Number, including Area Code:
                                 (800) 221-5672

                                 EMILIE D. WRAPP
                             AllianceBernstein L.P.
                           1345 Avenue of the Americas
                            New York, New York l0105
                     (Name and address of agent for service)

                          Copies of communications to:
                               Kathleen K. Clarke
                               Seward & Kissel LLP
                               1200 G Street, N.W.
                             Washington, D.C. 20005

                      Date of fiscal year end:  July 31

             Date of reporting period: July 1, 2010 - June 30, 2011




Item 1. Proxy Voting Record.

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

ICA File Number: 811-00204
Reporting Period: 07/01/2010 - 06/30/2011
AllianceBernstein Small Mid-Cap Growth Fund, Inc.




============== ALLIANCEBERNSTEIN SMALL MID/CAP GROWTH FUND, INC. ===============


ACTUANT CORPORATION

Ticker:       ATU            Security ID:  00508X203
Meeting Date: JAN 14, 2011   Meeting Type: Annual
Record Date:  NOV 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert C. Arzbaecher     For       For          Management
1.2   Elect Director Gurminder S. Bedi        For       For          Management
1.3   Elect Director Gustav H.P. Boel         For       For          Management
1.4   Elect Director Thomas J. Fischer        For       For          Management
1.5   Elect Director William K. Hall          For       For          Management
1.6   Elect Director R. Alan Hunter           For       For          Management
1.7   Elect Director Robert A. Peterson       For       For          Management
1.8   Elect Director Holly A. Van Deursen     For       For          Management
1.9   Elect Director Dennis K. Williams       For       For          Management
2     Ratify Auditors                         For       For          Management


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ADTRAN, INC.

Ticker:       ADTN           Security ID:  00738A106
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas R. Stanton        For       For          Management
1.2   Elect Director H. Fenwick Huss          For       For          Management
1.3   Elect Director Ross K. Ireland          For       For          Management
1.4   Elect Director William L. Marks         For       For          Management
1.5   Elect Director James E. Matthews        For       For          Management
1.6   Elect Director Balan Nair               For       For          Management
1.7   Elect Director Roy J. Nichols           For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   None      One Year     Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Ratify Auditors                         For       For          Management


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AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: MAY 31, 2011   Meeting Type: Annual
Record Date:  APR 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Samuel T. Byrne          For       For          Management
1.2   Elect Director Dwight D. Churchill      For       For          Management
1.3   Elect Director Sean M. Healey           For       For          Management
1.4   Elect Director Harold J. Meyerman       For       For          Management
1.5   Elect Director William J. Nutt          For       For          Management
1.6   Elect Director Rita M. Rodriguez        For       For          Management
1.7   Elect Director Patrick T. Ryan          For       For          Management
1.8   Elect Director Jide J. Zeitlin          For       For          Management
2     Approve Stock Option Plan               For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management


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AIRGAS, INC.

Ticker:       ARG            Security ID:  009363102
Meeting Date: SEP 15, 2010   Meeting Type: Proxy Contest
Record Date:  JUL 19, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)           None
1.1   Elect Director Peter McCausland         For       Did Not Vote Management
1.2   Elect Director W. Thacher Brown         For       Did Not Vote Management
1.3   Elect Director Richard C. Ill           For       Did Not Vote Management
2     Ratify Auditors                         For       Did Not Vote Management
3     Amend Qualified Employee Stock Purchase For       Did Not Vote Management
      Plan
4     Approve Implementation of Director      Against   Did Not Vote Shareholder
      Disqualifying Requirements
5     Change Date of Annual Meeting           Against   Did Not Vote Shareholder
6     Repeal Bylaws Amendments Adopted after  Against   Did Not Vote Shareholder
      April 7, 2010

#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Gold Card)             None
1.1   Elect Director John P. Clancey          For       For          Shareholder
1.2   Elect Director Robert L. Lumpkins       For       For          Shareholder
1.3   Elect Director Ted B. Miller            For       For          Shareholder
2     Approve Implementation of Director      For       For          Shareholder
      Disqualifying Requirements
3     Change Date of Annual Meeting           For       Against      Shareholder
4     Repeal Bylaws Amendments Adopted after  For       For          Shareholder
      April 7, 2010
5     Ratify Auditors                         None      For          Management
6     Amend Qualified Employee Stock Purchase None      For          Management
      Plan


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ALEXION PHARMACEUTICALS, INC.

Ticker:       ALXN           Security ID:  015351109
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 17, 2011

#     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     Increase Authorized Common Stock        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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ALLIANCE DATA SYSTEMS CORPORATION

Ticker:       ADS            Security ID:  018581108
Meeting Date: JUN 07, 2011   Meeting Type: Annual
Record Date:  APR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce K. Anderson        For       For          Management
1.2   Elect Director Roger H. Ballou          For       For          Management
1.3   Elect Director E. Linn Draper, Jr.      For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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AMETEK, INC.

Ticker:       AME            Security ID:  031100100
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Anthony J. Conti         For       For          Management
1.2   Elect Director Frank S. Hermance        For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Ratify Auditors                         For       For          Management


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ARUBA NETWORKS, INC.

Ticker:       ARUN           Security ID:  043176106
Meeting Date: DEC 10, 2010   Meeting Type: Annual
Record Date:  OCT 14, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dominic P. Orr           For       For          Management
1.2   Elect Director Keerti G. Melkote        For       For          Management
1.3   Elect Director Bernard Guidon           For       For          Management
1.4   Elect Director Emmanuel Hernandez       For       For          Management
1.5   Elect Director Michael R. Kourey        For       For          Management
1.6   Elect Director Douglas Leone            For       For          Management
1.7   Elect Director Willem P. Roelandts      For       For          Management
1.8   Elect Director Daniel Warmenhoven       For       For          Management
2     Ratify Auditors                         For       For          Management


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ASPEN TECHNOLOGY, INC.

Ticker:       AZPN           Security ID:  045327103
Meeting Date: DEC 16, 2010   Meeting Type: Annual
Record Date:  OCT 18, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald P. Casey          For       Withhold     Management
1.2   Elect Director Stephen M. Jennings      For       For          Management
1.3   Elect Director Michael Pehl             For       For          Management
2     Ratify Auditors                         For       For          Management


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ATLAS AIR WORLDWIDE HOLDINGS, INC.

Ticker:       AAWW           Security ID:  049164205
Meeting Date: JUN 16, 2011   Meeting Type: Annual
Record Date:  APR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Agnew          For       For          Management
1.2   Elect Director Timothy J. Bernlohr      For       For          Management
1.3   Elect Director Eugene I. Davis          For       For          Management
1.4   Elect Director William J. Flynn         For       For          Management
1.5   Elect Director James S. Gilmore III     For       For          Management
1.6   Elect Director Carol B. Hallett         For       For          Management
1.7   Elect Director Frederick McCorkle       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Amend Omnibus Stock Plan                For       For          Management


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BUCYRUS INTERNATIONAL, INC.

Ticker:       BUCY           Security ID:  118759109
Meeting Date: JAN 20, 2011   Meeting Type: Special
Record Date:  DEC 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management


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BUCYRUS INTERNATIONAL, INC.

Ticker:       BUCY           Security ID:  118759109
Meeting Date: APR 21, 2011   Meeting Type: Annual
Record Date:  FEB 23, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michelle L. Collins      For       For          Management
1.2   Elect Director Gene E. Little           For       For          Management
1.3   Elect Director Robert K. Ortberg        For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   None      One Year     Management
4     Ratify Auditors                         For       For          Management


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CARMAX, INC.

Ticker:       KMX            Security ID:  143130102
Meeting Date: JUN 27, 2011   Meeting Type: Annual
Record Date:  APR 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas J. Folliard       For       For          Management
1.2   Elect Director Rakesh Gangwal           For       For          Management
1.3   Elect Director Shira Goodman            For       For          Management
1.4   Elect Director W. Robert Grafton        For       For          Management
1.5   Elect Director Edgar H. Grubb           For       For          Management
1.6   Elect Director Mitchell D. Steenrod     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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CENTENE CORPORATION

Ticker:       CNC            Security ID:  15135B101
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  FEB 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael F. Neidorff      For       For          Management
1.2   Elect Director Richard A. Gephardt      For       For          Management
1.3   Elect Director John R. Roberts          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Other Business                          None      None         Management


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CHIPOTLE MEXICAN GRILL, INC.

Ticker:       CMG            Security ID:  169656105
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAR 30, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John S. Charlesworth     For       For          Management
1.2   Elect Director Montgomery F. Moran      For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
6     Ratify Auditors                         For       For          Management


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CONCHO RESOURCES INC.

Ticker:       CXO            Security ID:  20605P101
Meeting Date: JUN 02, 2011   Meeting Type: Annual
Record Date:  APR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Timothy A. Leach         For       For          Management
1.2   Elect Director William H. Easter III    For       For          Management
1.3   Elect Director W. Howard Keenan, Jr.    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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CONCUR TECHNOLOGIES, INC.

Ticker:       CNQR           Security ID:  206708109
Meeting Date: MAR 15, 2011   Meeting Type: Annual
Record Date:  JAN 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey T. McCabe        For       For          Management
1.2   Elect Director Edward P. Gilligan       For       For          Management
1.3   Elect Director Rajeev Singh             For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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CYBERSOURCE CORPORATION

Ticker:       CYBS           Security ID:  23251J106
Meeting Date: JUL 20, 2010   Meeting Type: Special
Record Date:  JUN 04, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management


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DICK'S SPORTING GOODS, INC.

Ticker:       DKS            Security ID:  253393102
Meeting Date: JUN 02, 2011   Meeting Type: Annual
Record Date:  APR 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward W. Stack          For       For          Management
1.2   Elect Director Lawrence J. Schorr       For       For          Management
1.3   Elect Director Jacqualyn A. Fouse       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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DOLLAR TREE, INC.

Ticker:       DLTR           Security ID:  256746108
Meeting Date: JUN 16, 2011   Meeting Type: Annual
Record Date:  APR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Macon F. Brock, Jr.      For       For          Management
1.2   Elect Director Mary Anne Citrino        For       For          Management
1.3   Elect Director Thomas E. Whiddon        For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Approve Omnibus Stock Plan              For       For          Management
5     Ratify Auditors                         For       For          Management


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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mark A. Emmert           For       For          Management
2     Elect Director R. Jordan Gates          For       For          Management
3     Elect Director Dan P. Kourkoumelis      For       For          Management
4     Elect Director Michael J. Malone        For       For          Management
5     Elect Director John W. Meisenbach       For       For          Management
6     Elect Director Peter J. Rose            For       For          Management
7     Elect Director James L.k. Wang          For       For          Management
8     Elect Director Robert R. Wright         For       For          Management
9     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
10    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
11    Approve Stock Option Plan               For       For          Management
12    Ratify Auditors                         For       For          Management


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FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

Ticker:       FCS            Security ID:  303726103
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charles P. Carinalli     For       For          Management
2     Elect Director Randy W. Carson          For       For          Management
3     Elect Director Anthony Lear             For       For          Management
4     Elect Director Thomas L. Magnanti       For       For          Management
5     Elect Director Kevin J. McGarity        For       For          Management
6     Elect Director Bryan R. Roub            For       For          Management
7     Elect Director Ronald W. Shelly         For       For          Management
8     Elect Director Mark S. Thompson         For       For          Management
9     Amend Omnibus Stock Plan                For       For          Management
10    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
12    Ratify Auditors                         For       For          Management


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FMC TECHNOLOGIES, INC.

Ticker:       FTI            Security ID:  30249U101
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director C. Maury Devine          For       For          Management
2     Elect Director John T. Gremp            For       For          Management
3     Elect Director Thomas M. Hamilton       For       For          Management
4     Elect Director Richard A. Pattarozzi    For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
8     Increase Authorized Common Stock        For       For          Management


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FORTINET, INC.

Ticker:       FTNT           Security ID:  34959E109
Meeting Date: JUN 23, 2011   Meeting Type: Annual
Record Date:  APR 26, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Walecka             For       For          Management
1.2   Elect Director Michael Xie              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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GARDNER DENVER, INC.

Ticker:       GDI            Security ID:  365558105
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald G. Barger, Jr.    For       For          Management
1.2   Elect Director Raymond R. Hipp          For       For          Management
1.3   Elect Director David D. Petratis        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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GENESEE & WYOMING INC.

Ticker:       GWR            Security ID:  371559105
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  APR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mortimer B. Fuller III   For       For          Management
1.2   Elect Director John C. Hellmann         For       For          Management
1.3   Elect Director Robert M. Melzer         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
6     Ratify Auditors                         For       For          Management


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GREEN MOUNTAIN COFFEE ROASTERS, INC.

Ticker:       GMCR           Security ID:  393122106
Meeting Date: MAR 10, 2011   Meeting Type: Annual
Record Date:  JAN 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lawrence J. Blanford     For       For          Management
1.2   Elect Director Michael J. Mardy         For       For          Management
1.3   Elect Director David E. Moran           For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      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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GREENHILL & CO., INC.

Ticker:       GHL            Security ID:  395259104
Meeting Date: APR 20, 2011   Meeting Type: Annual
Record Date:  MAR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Greenhill      For       For          Management
1.2   Elect Director Scott L. Bok             For       For          Management
1.3   Elect Director John C. Danforth         For       For          Management
1.4   Elect Director Steven F. Goldstone      For       For          Management
1.5   Elect Director Stephen L. Key           For       For          Management
1.6   Elect Director Robert T. Blakely        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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HEALTHSPRING, INC.

Ticker:       HS             Security ID:  42224N101
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  APR 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John T. Fox              For       For          Management
1.2   Elect Director Robert Z. Hensley        For       For          Management
1.3   Elect Director Russell K. Mayerfeld     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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HEXCEL CORPORATION

Ticker:       HXL            Security ID:  428291108
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joel S. Beckman          For       For          Management
1.2   Elect Director David E. Berges          For       For          Management
1.3   Elect Director Lynn Brubaker            For       For          Management
1.4   Elect Director Jeffrey C. Campbell      For       For          Management
1.5   Elect Director Sandra L. Derickson      For       For          Management
1.6   Elect Director W. Kim Foster            For       For          Management
1.7   Elect Director Thomas A. Gendron        For       For          Management
1.8   Elect Director Jeffrey A. Graves        For       For          Management
1.9   Elect Director David C. Hill            For       For          Management
1.10  Elect Director David L. Pugh            For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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HITTITE MICROWAVE CORPORATION

Ticker:       HITT           Security ID:  43365Y104
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen G. Daly          For       For          Management
1.2   Elect Director Ernest L. Godshalk       For       For          Management
1.3   Elect Director Rick D. Hess             For       For          Management
1.4   Elect Director Adrienne M. Markham      For       For          Management
1.5   Elect Director Brian P. McAloon         For       For          Management
1.6   Elect Director Cosmo S. Trapani         For       For          Management
1.7   Elect Director Franklin Weigold         For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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HUMAN GENOME SCIENCES, INC.

Ticker:       HGSI           Security ID:  444903108
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard J. Danzig        For       For          Management
1.2   Elect Director Colin Goddard            For       For          Management
1.3   Elect Director Maxine Gowen             For       For          Management
1.4   Elect Director Tuan Ha-Ngoc             For       For          Management
1.5   Elect Director A. N. 'Jerry' Karabelas  For       For          Management
1.6   Elect Director John L. LaMattina        For       For          Management
1.7   Elect Director Augustine Lawlor         For       For          Management
1.8   Elect Director George J. Morrow         For       For          Management
1.9   Elect Director Gregory Norden           For       For          Management
1.10  Elect Director H. Thomas Watkins        For       For          Management
1.11  Elect Director Robert C. Young          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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IBERIABANK CORPORATION

Ticker:       IBKC           Security ID:  450828108
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harry V. Barton, Jr.     For       For          Management
1.2   Elect Director E. Stewart Shea III      For       For          Management
1.3   Elect Director David H. Welch           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

IDEX CORPORATION

Ticker:       IEX            Security ID:  45167R104
Meeting Date: APR 05, 2011   Meeting Type: Annual
Record Date:  FEB 23, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bradley J. Bell          For       For          Management
1.2   Elect Director Lawrence D. Kingsley     For       For          Management
1.3   Elect Director Gregory F. Milzcik       For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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

ILLUMINA, INC.

Ticker:       ILMN           Security ID:  452327109
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel M. Bradbury       For       For          Management
1.2   Elect Director Roy A. Whitfield         For       For          Management
1.3   Elect Director Gerald Moller            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

INFORMATICA CORPORATION

Ticker:       INFA           Security ID:  45666Q102
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  APR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mark A. Bertelsen        For       For          Management
2     Elect Director A. Brooke Seawell        For       For          Management
3     Elect Director Godfrey R. Sullivan      For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

INTERMUNE, INC.

Ticker:       ITMN           Security ID:  45884X103
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James I. Healy           For       For          Management
1.2   Elect Director Louis Drapeau            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

IRONWOOD PHARMACEUTICALS, INC.

Ticker:       IRWD           Security ID:  46333X108
Meeting Date: JUN 09, 2011   Meeting Type: Annual
Record Date:  APR 20, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bryan E. Roberts, Ph.D.  For       For          Management
1.2   Elect Director Peter M. Hecht, Ph.D.    For       For          Management
1.3   Elect Director David E. Shaw            For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management


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

JOY GLOBAL INC.

Ticker:       JOYG           Security ID:  481165108
Meeting Date: MAR 08, 2011   Meeting Type: Annual
Record Date:  JAN 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Gerard         For       For          Management
1.2   Elect Director John Nils Hanson         For       For          Management
1.3   Elect Director Ken C. Johnsen           For       For          Management
1.4   Elect Director Gale E. Klappa           For       For          Management
1.5   Elect Director Richard B. Loynd         For       For          Management
1.6   Elect Director P. Eric Siegert          For       For          Management
1.7   Elect Director Michael W. Sutherlin     For       For          Management
1.8   Elect Director James H. Tate            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan


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

KIRBY CORPORATION

Ticker:       KEX            Security ID:  497266106
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David L. Lemmon          For       For          Management
2     Elect Director George A. Peterkin, Jr.  For       For          Management
3     Elect Director Richard R. Stewart       For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

KNIGHT TRANSPORTATION, INC.

Ticker:       KNX            Security ID:  499064103
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald A. Bliss          For       For          Management
1.2   Elect Director Richard J. Lehmann       For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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

LAMAR ADVERTISING COMPANY

Ticker:       LAMR           Security ID:  512815101
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  APR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Maxwell Hamilton    For       For          Management
1.2   Elect Director John E. Koerner, III     For       For          Management
1.3   Elect Director Stephen P. Mumblow       For       For          Management
1.4   Elect Director Thomas V. Reifenheiser   For       For          Management
1.5   Elect Director Anna Reilly              For       For          Management
1.6   Elect Director Kevin P. Reilly, Jr.     For       For          Management
1.7   Elect Director Wendell Reilly           For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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

LAZARD LTD

Ticker:       LAZ            Security ID:  G54050102
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Kenneth M. Jacobs as Director     For       For          Management
1.2   Elect Philip A. Laskawy as Director     For       For          Management
1.3   Elect Michael J. Turner as Director     For       For          Management
2     Approve Deloitte & Touche LLP as        For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration Auditors
3     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

LIFE TIME FITNESS, INC.

Ticker:       LTM            Security ID:  53217R207
Meeting Date: APR 21, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bahram Akradi            For       For          Management
1.2   Elect Director Giles H. Bateman         For       For          Management
1.3   Elect Director Jack W. Eugster          For       For          Management
1.4   Elect Director Guy C. Jackson           For       For          Management
1.5   Elect Director John K. Lloyd            For       For          Management
1.6   Elect Director Martha A. Morfitt        For       For          Management
1.7   Elect Director John B. Richards         For       For          Management
1.8   Elect Director Joseph S. Vassalluzzo    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

LINCOLN ELECTRIC HOLDINGS, INC.

Ticker:       LECO           Security ID:  533900106
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:  MAR 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David H. Gunning         For       For          Management
1.2   Elect Director G. Russell Lincoln       For       For          Management
1.3   Elect Director Christopher L. Mapes     For       For          Management
1.4   Elect Director Hellene S. Runtagh       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Amend Omnibus Stock Plan                For       For          Management


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

LKQ CORPORATION

Ticker:       LKQX           Security ID:  501889208
Meeting Date: MAY 02, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. Clinton Allen         For       For          Management
1.2   Elect Director Victor M. Casini         For       For          Management
1.3   Elect Director Robert M. Devlin         For       Withhold     Management
1.4   Elect Director Donald F. Flynn          For       For          Management
1.5   Elect Director Kevin F. Flynn           For       For          Management
1.6   Elect Director Ronald G. Foster         For       For          Management
1.7   Elect Director Joseph M. Holsten        For       For          Management
1.8   Elect Director Paul M. Meister          For       For          Management
1.9   Elect Director John F. O'Brien          For       For          Management
1.10  Elect Director William M. Webster, IV   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

MAGELLAN HEALTH SERVICES, INC.

Ticker:       MGLN           Security ID:  559079207
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. McBride       For       For          Management
1.2   Elect Director Robert M. Le Blanc       For       For          Management
1.3   Elect Director William D. Forrest       For       For          Management
1.4   Elect Director Barry M. Smith           For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Approve Omnibus Stock Plan              For       For          Management
5     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
6     Ratify Auditors                         For       For          Management


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

MANPOWER GROUP

Ticker:       MAN            Security ID:  56418H100
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  FEB 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Cari M. Dominguez        For       For          Management
1.2   Elect Director Roberto Mendoza          For       For          Management
1.3   Elect Director Elizabeth P. Sartain     For       For          Management
1.4   Elect Director Edward J. Zore           For       For          Management
1.5   Elect Director William Downe            For       For          Management
1.6   Elect Director Patricia A. Hemingway    For       For          Management
      Hall
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

MICROS SYSTEMS, INC.

Ticker:       MCRS           Security ID:  594901100
Meeting Date: NOV 19, 2010   Meeting Type: Annual
Record Date:  SEP 27, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Louis M. Brown, Jr.      For       For          Management
1.2   Elect Director B. Gary Dando            For       For          Management
1.3   Elect Director A.L. Giannopoulos        For       For          Management
1.4   Elect Director F. Suzanne Jenniches     For       For          Management
1.5   Elect Director John G. Puente           For       For          Management
1.6   Elect Director Dwight S. Taylor         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Stock Option Plan                 For       For          Management


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

MSC INDUSTRIAL DIRECT CO., INC.

Ticker:       MSM            Security ID:  553530106
Meeting Date: JAN 13, 2011   Meeting Type: Annual
Record Date:  NOV 24, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mitchell Jacobson        For       For          Management
1.2   Elect Director David Sandler            For       For          Management
1.3   Elect Director Charles Boehlke          For       For          Management
1.4   Elect Director Jonathan Byrnes          For       For          Management
1.5   Elect Director Roger Fradin             For       For          Management
1.6   Elect Director Erik Gershwind           For       For          Management
1.7   Elect Director Louise Goeser            For       For          Management
1.8   Elect Director Denis Kelly              For       For          Management
1.9   Elect Director Philip Peller            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

NATIONAL CINEMEDIA, INC.

Ticker:       NCMI           Security ID:  635309107
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kurt C. Hall             For       For          Management
1.2   Elect Director Lawrence A. Goodman      For       For          Management
1.3   Elect Director Scott N. Schneider       For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
7     Ratify Auditors                         For       For          Management


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

NETFLIX, INC.

Ticker:       NFLX           Security ID:  64110L106
Meeting Date: JUN 03, 2011   Meeting Type: Annual
Record Date:  APR 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Reed Hastings            For       For          Management
1.2   Elect Director Jay C. Hoag              For       For          Management
1.3   Elect Director A. George (Skip) Battle  For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

NETLOGIC MICROSYSTEMS, INC.

Ticker:       NETL           Security ID:  64118B100
Meeting Date: MAY 20, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald Jankov            For       For          Management
1.2   Elect Director Norman Godinho           For       For          Management
1.3   Elect Director Marvin Burkett           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

NXSTAGE MEDICAL, INC.

Ticker:       NXTM           Security ID:  67072V103
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey H. Burbank       For       For          Management
1.2   Elect Director Philippe O. Chambon      For       For          Management
1.3   Elect Director Daniel A. Giannini       For       For          Management
1.4   Elect Director Nancy J. Ham             For       For          Management
1.5   Elect Director Earl R. Lewis            For       For          Management
1.6   Elect Director Craig W. Moore           For       For          Management
1.7   Elect Director Reid S. Perper           For       For          Management
1.8   Elect Director David S. Utterberg       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management


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

OCEANEERING INTERNATIONAL, INC.

Ticker:       OII            Security ID:  675232102
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director T. Jay Collins           For       For          Management
1.2   Elect Director D. Michael Hughes        For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

OIL STATES INTERNATIONAL, INC.

Ticker:       OIS            Security ID:  678026105
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christopher T. Seaver    For       For          Management
1.2   Elect Director Douglas E. Swanson       For       For          Management
1.3   Elect Director Cindy B. Taylor          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

ON SEMICONDUCTOR CORPORATION

Ticker:       ONNN           Security ID:  682189105
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Keith D. Jackson         For       For          Management
1.2   Elect Director Phillip D. Hester        For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

ORIENT-EXPRESS HOTELS LTD.

Ticker:       OEH            Security ID:  G67743107
Meeting Date: JUN 09, 2011   Meeting Type: Annual
Record Date:  APR 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harsha V. Agadi          For       For          Management
1.2   Elect Director John D. Campbell         For       Withhold     Management
1.3   Elect Director Mitchell C. Hochberg     For       Withhold     Management
1.4   Elect Director Prudence M. Leith        For       Withhold     Management
1.5   Elect Director J. Robert Lovejoy        For       Withhold     Management
1.6   Elect Director Philip R. Mengel         For       For          Management
1.7   Elect Director Georg R. Rafael          For       Withhold     Management
1.8   Elect Director Paul M. White            For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Approve Deloitte Llp as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration


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

PANERA BREAD COMPANY

Ticker:       PNRA           Security ID:  69840W108
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  APR 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald M. Shaich         For       For          Management
1.2   Elect Director Fred K. Foulkes          For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Increase Authorized Common Stock        For       For          Management
5     Ratify Auditors                         For       For          Management


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

PHARMASSET, INC.

Ticker:       VRUS           Security ID:  71715N106
Meeting Date: MAR 23, 2011   Meeting Type: Annual
Record Date:  JAN 26, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Carney        For       For          Management
1.2   Elect Director P. Schaefer Price        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

POLYCOM, INC.

Ticker:       PLCM           Security ID:  73172K104
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  APR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew M. Miller         For       For          Management
1.2   Elect Director Betsy S. Atkins          For       For          Management
1.3   Elect Director David G. Dewalt          For       For          Management
1.4   Elect Director John A. Kelley, Jr.      For       For          Management
1.5   Elect Director D. Scott Mercer          For       For          Management
1.6   Elect Director William A. Owens         For       For          Management
1.7   Elect Director Kevin T. Parker          For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
7     Ratify Auditors                         For       For          Management


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

RANGE RESOURCES CORPORATION

Ticker:       RRC            Security ID:  75281A109
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charles L. Blackburn     For       For          Management
2     Elect Director Anthony V. Dub           For       For          Management
3     Elect Director V. Richard Eales         For       For          Management
4     Elect Director Allen Finkelson          For       For          Management
5     Elect Director James M. Funk            For       For          Management
6     Elect Director Jonathan S. Linker       For       For          Management
7     Elect Director Kevin S. McCarthy        For       For          Management
8     Elect Director John H. Pinkerton        For       For          Management
9     Elect Director Jeffrey L. Ventura       For       For          Management
10    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
12    Amend Omnibus Stock Plan                For       For          Management
13    Ratify Auditors                         For       For          Management


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

RED HAT, INC.

Ticker:       RHT            Security ID:  756577102
Meeting Date: AUG 12, 2010   Meeting Type: Annual
Record Date:  JUN 16, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey J. Clarke        For       For          Management
2     Elect Director H. Hugh Shelton          For       For          Management
3     Ratify Auditors                         For       For          Management


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

RESMED INC.

Ticker:       RMD            Security ID:  761152107
Meeting Date: NOV 11, 2010   Meeting Type: Annual
Record Date:  SEP 14, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kieran Gallahue          For       For          Management
2     Elect Director Michael Quinn            For       For          Management
3     Elect Director Richard Sulpizio         For       For          Management
4     Increase Limit of Annual Aggregate Fees For       For          Management
      to Non-Executive Directors
5     Increase Authorized Common Stock        For       For          Management
6     Ratify Auditors                         For       For          Management


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

RIVERBED TECHNOLOGY, INC.

Ticker:       RVBD           Security ID:  768573107
Meeting Date: JUN 01, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael R. Kourey        For       For          Management
2     Elect Director Mark S. Lewis            For       For          Management
3     Elect Director Steven McCanne           For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

ROBERT HALF INTERNATIONAL INC.

Ticker:       RHI            Security ID:  770323103
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 09, 2011

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


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

SALIX PHARMACEUTICALS, LTD.

Ticker:       SLXP           Security ID:  795435106
Meeting Date: JUN 16, 2011   Meeting Type: Annual
Record Date:  APR 20, 2011

#     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 Richard A. Franco, Sr.   For       For          Management
1.4   Elect Director William P. Keane         For       For          Management
1.5   Elect Director Carolyn J. Logan         For       For          Management
1.6   Elect Director Mark A. Sirgo            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

SIMPSON MANUFACTURING CO., INC.

Ticker:       SSD            Security ID:  829073105
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Earl F. Cheit            For       For          Management
1.2   Elect Director Thomas J. Fitzayers      For       For          Management
1.3   Elect Director Barry Lawson Williams    For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

SIRONA DENTAL SYSTEMS, INC

Ticker:       SIRO           Security ID:  82966C103
Meeting Date: FEB 23, 2011   Meeting Type: Annual
Record Date:  DEC 27, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William K. Hood          For       For          Management
1.2   Elect Director Thomas Jetter            For       For          Management
1.3   Elect Director Harry M. Jansen Kraemer, For       For          Management
      Jr.
1.4   Elect Director Jeffrey T. Slovin        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

SKYWORKS SOLUTIONS, INC.

Ticker:       SWKS           Security ID:  83088M102
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 23, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2.1   Elect Director David J. McLachlan       For       For          Management
2.2   Elect Director David J. Aldrich         For       For          Management
2.3   Elect Director Kevin L. Beebe           For       For          Management
2.4   Elect Director Moiz M. Beguwala         For       For          Management
2.5   Elect Director Timothy R. Furey         For       For          Management
2.6   Elect Director Balakrishnan S. Iyer     For       For          Management
2.7   Elect Director Thomas C. Leonard        For       For          Management
2.8   Elect Director David P. McGlade         For       For          Management
2.9   Elect Director Robert A. Schriesheim    For       For          Management
3.1   Elect Director David J. Aldrich         For       For          Management
3.2   Elect Director Moiz M. Beguwala         For       For          Management
3.3   Elect Director David P. McGlade         For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
6     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
7     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
8     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
9     Ratify Auditors                         For       For          Management


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

SM ENERGY CO.

Ticker:       SM             Security ID:  78454L100
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Barbara M. Baumann       For       For          Management
2     Elect Director Anthony J. Best          For       For          Management
3     Elect Director Larry W. Bickle          For       For          Management
4     Elect Director Stephen R. Brand         For       For          Management
5     Elect Director William J. Gardiner      For       For          Management
6     Elect Director Julio M. Quintana        For       For          Management
7     Elect Director John M. Seidl            For       For          Management
8     Elect Director William D. Sullivan      For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

SOLUTIA INC.

Ticker:       SOA            Security ID:  834376501
Meeting Date: APR 18, 2011   Meeting Type: Annual
Record Date:  FEB 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William T. Monahan       For       For          Management
1.2   Elect Director Robert A. Peiser         For       For          Management
1.3   Elect Director Jeffry N. Quinn          For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

STIFEL FINANCIAL CORP.

Ticker:       SF             Security ID:  860630102
Meeting Date: JUN 27, 2011   Meeting Type: Annual
Record Date:  APR 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce A. Beda            For       For          Management
1.2   Elect Director Frederick O. Hanser      For       For          Management
1.3   Elect Director Ronald J. Kruszewski     For       For          Management
1.4   Elect Director Thomas P. Mulroy         For       For          Management
1.5   Elect Director Thomas W. Weisel         For       For          Management
1.6   Elect Director Kelvin R. Westbrook      For       For          Management
1.7   Elect Director Alton F. Irby III        For       For          Management
1.8   Elect Director Michael W. Brown         For       For          Management
1.9   Elect Director Robert E. Grady          For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Ratify Auditors                         For       For          Management


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

SUCCESSFACTORS, INC.

Ticker:       SFSF           Security ID:  864596101
Meeting Date: JUN 03, 2011   Meeting Type: Annual
Record Date:  APR 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William H. Harris, Jr.   For       For          Management
2     Elect Director William E. McGlashan,    For       For          Management
      Jr.
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management


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

SXC HEALTH SOLUTIONS CORP.

Ticker:       SXC            Security ID:  78505P100
Meeting Date: MAY 11, 2011   Meeting Type: Annual/Special
Record Date:  MAR 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark Thierer             For       For          Management
1.2   Elect Director Steven D. Cosler         For       For          Management
1.3   Elect Director Terrence Burke           For       For          Management
1.4   Elect Director William J. Davis         For       For          Management
1.5   Elect Director Philip R. Reddon         For       For          Management
1.6   Elect Director Curtis J. Thorne         For       For          Management
1.7   Elect Director Anthony R. Masso         For       For          Management
2     Amend Quorum Requirements               For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
6     Approve KPMG US as Auditors and         For       For          Management
      Authorize Board to Fix Their
      Remuneration


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

TEMPUR-PEDIC INTERNATIONAL INC.

Ticker:       TPX            Security ID:  88023U101
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Evelyn S. Dilsaver       For       For          Management
2     Elect Director Frank Doyle              For       For          Management
3     Elect Director John A. Heil             For       For          Management
4     Elect Director Peter K. Hoffman         For       For          Management
5     Elect Director Paul Judge               For       For          Management
6     Elect Director Nancy F. Koehn           For       For          Management
7     Elect Director Christopher A. Masto     For       For          Management
8     Elect Director P. Andrews Mclane        For       For          Management
9     Elect Director Mark Sarvary             For       For          Management
10    Elect Director Robert B. Trussell, Jr.  For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

TERADYNE, INC.

Ticker:       TER            Security ID:  880770102
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  APR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James W. Bagley          For       For          Management
2     Elect Director Michael A. Bradley       For       For          Management
3     Elect Director Albert Carnesale         For       For          Management
4     Elect Director Daniel W. Christman      For       For          Management
5     Elect Director Edwin J. Gillis          For       For          Management
6     Elect Director Timothy E. Guertin       For       For          Management
7     Elect Director Paul J. Tufano           For       For          Management
8     Elect Director Roy A. Vallee            For       For          Management
9     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
10    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
11    Amend Omnibus Stock Plan                For       For          Management
12    Ratify Auditors                         For       For          Management


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

THE MIDDLEBY CORPORATION

Ticker:       MIDD           Security ID:  596278101
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Selim A. Bassoul         For       For          Management
2     Elect Director Robert B. Lamb           For       For          Management
3     Elect Director Ryan Levenson            For       For          Management
4     Elect Director John R. Miller III       For       For          Management
5     Elect Director Gordon O'Brien           For       For          Management
6     Elect Director Philip G. Putnam         For       For          Management
7     Elect Director Sabin C. Streeter        For       For          Management
8     Approve Omnibus Stock Plan              For       For          Management
9     Approve Executive Incentive Bonus Plan  For       For          Management
10    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
12    Ratify Auditors                         For       For          Management


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

TIBCO SOFTWARE INC.

Ticker:       TIBX           Security ID:  88632Q103
Meeting Date: APR 14, 2011   Meeting Type: Annual
Record Date:  FEB 14, 2011

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


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

ULTA SALON, COSMETICS & FRAGRANCE, INC.

Ticker:       ULTA           Security ID:  90384S303
Meeting Date: JUN 02, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis K. Eck            For       For          Management
1.2   Elect Director Charles J. Philippin     For       For          Management
1.3   Elect Director Kenneth T. Stevens       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Approve Omnibus Stock Plan              For       For          Management


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

UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     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 Howard L. Clark, Jr.     For       For          Management
4     Elect Director Bobby J. Griffin         For       For          Management
5     Elect Director Michael J. Kneeland      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 Jason D. Papastavrou     For       For          Management
10    Elect Director Filippo Passerini        For       For          Management
11    Elect Director Keith Wimbush            For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

UNITED THERAPEUTICS CORPORATION

Ticker:       UTHR           Security ID:  91307C102
Meeting Date: JUN 29, 2011   Meeting Type: Annual
Record Date:  APR 30, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Raymond Dwek             For       For          Management
1.2   Elect Director Roger Jeffs              For       For          Management
1.3   Elect Director Christopher Patusky      For       For          Management
1.4   Elect Director Tommy Thompson           For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

UNIVERSAL DISPLAY CORPORATION

Ticker:       PANL           Security ID:  91347P105
Meeting Date: JUN 23, 2011   Meeting Type: Annual
Record Date:  APR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven V. Abramson       For       For          Management
1.2   Elect Director Leonard Becker           For       For          Management
1.3   Elect Director Elizabeth H. Gemmill     For       For          Management
1.4   Elect Director C. Keith Hartley         For       For          Management
1.5   Elect Director Lawrence Lacerte         For       For          Management
1.6   Elect Director Sidney D. Rosenblatt     For       For          Management
1.7   Elect Director Sherwin I. Seligsohn     For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Ratify Auditors                         For       For          Management


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

VALMONT INDUSTRIES, INC.

Ticker:       VMI            Security ID:  920253101
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mogens C. Bay            For       For          Management
1.2   Elect Director Walter Scott, Jr.        For       For          Management
1.3   Elect Director Clark T. Randt, Jr.      For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

VERIFONE SYSTEMS, INC.

Ticker:       PAY            Security ID:  92342Y109
Meeting Date: JUN 29, 2011   Meeting Type: Annual
Record Date:  MAY 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert W. Alspaugh       For       For          Management
1.2   Elect Director Douglas G. Bergeron      For       For          Management
1.3   Elect Director Leslie G. Denend         For       For          Management
1.4   Elect Director Alex W. Hart             For       For          Management
1.5   Elect Director Robert B. Henske         For       For          Management
1.6   Elect Director Richard A. McGinn        For       For          Management
1.7   Elect Director Eitan Raff               For       For          Management
1.8   Elect Director Charles R. Rinehart      For       For          Management
1.9   Elect Director Jeffrey E. Stiefler      For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Ratify Auditors                         For       For          Management


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

VOLCANO CORPORATION

Ticker:       VOLC           Security ID:  928645100
Meeting Date: MAY 02, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael J. Coyle         For       For          Management
1.2   Elect Director Roy T. Tanaka            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

WYNDHAM WORLDWIDE CORPORATION

Ticker:       WYN            Security ID:  98310W108
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James E. Buckman         For       For          Management
1.2   Elect Director George Herrera           For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management
5     Declassify the Board of Directors       Against   For          Shareholder

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


                                   SIGNATURES


     Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                              Registrant:  AllianceBernstein Small/Mid Cap
                                           Growth Fund, Inc.


                              By: Robert M. Keith*
                                  -----------------------
                                  Chief Executive Officer



                              Date:  August 30, 2011


*By: /s/ Emilie D. Wrapp
     --------------------
         Emilie D. Wrapp
         Secretary