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
                                901 K Street, N.W.
                             Washington, D.C. 20001

                      Date of fiscal year end:  July 31

             Date of reporting period: July 1, 2011 - June 30, 2012




Item 1. Proxy Voting Record.

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

ICA File Number: 811-00204
Reporting Period: 07/01/2011 - 06/30/2012
AllianceBernstein Small/Mid Cap Growth Fund, Inc.









============== AllianceBernstein Small/Mid Cap Growth Fund, Inc. ===============


ACTUANT CORPORATION

Ticker:       ATU            Security ID:  00508X203
Meeting Date: JAN 10, 2012   Meeting Type: Annual
Record Date:  NOV 14, 2011

#     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
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

ADTRAN, INC.

Ticker:       ADTN           Security ID:  00738A106
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     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           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: JUN 18, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Samuel T. Byrne          For       For          Management
2     Elect Director Dwight D. Churchill      For       For          Management
3     Elect Director Sean M. Healey           For       For          Management
4     Elect Director Harold J. Meyerman       For       For          Management
5     Elect Director William J. Nutt          For       For          Management
6     Elect Director Tracy P. Palandjian      For       For          Management
7     Elect Director Rita M. Rodriguez        For       For          Management
8     Elect Director Patrick T. Ryan          For       For          Management
9     Elect Director Jide J. Zeitlin          For       For          Management
10    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management


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

AKORN, INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John N. Kapoor           For       For          Management
1.2   Elect Director Ronald M. Johnson        For       For          Management
1.3   Elect Director Brian Tambi              For       For          Management
1.4   Elect Director Steven J. Meyer          For       For          Management
1.5   Elect Director Alan Weinstein           For       For          Management
1.6   Elect Director Kenneth S. Abramowitz    For       For          Management
1.7   Elect Director Adrienne L. Graves       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ALLIANCE DATA SYSTEMS CORPORATION

Ticker:       ADS            Security ID:  018581108
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edward J. Heffernan      For       For          Management
2     Elect Director Robert A. Minicucci      For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

AMERIGROUP CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas E. Capps          For       For          Management
1.2   Elect Director Emerson U. Fullwood      For       For          Management
1.3   Elect Director William J. Mcbride       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Executive Incentive Bonus Plan  For       For          Management


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

AMETEK, INC.

Ticker:       AME            Security ID:  031100100
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James R. Malone          For       For          Management
1.2   Elect Director Elizabeth R. Varet       For       For          Management
1.3   Elect Director Dennis K. Williams       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

ANSYS, INC.

Ticker:       ANSS           Security ID:  03662Q105
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter J. Smith           For       For          Management
1.2   Elect Director Bradford C. Morley       For       For          Management
1.3   Elect Director Patrick J. Zilvitis      For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

ARIAD PHARMACEUTICALS, INC.

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

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


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

ASPEN TECHNOLOGY, INC.

Ticker:       AZPN           Security ID:  045327103
Meeting Date: DEC 08, 2011   Meeting Type: Annual
Record Date:  OCT 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joan C. Mcardle          For       Withhold     Management
1.2   Elect Director Simon J. Orebi Gann      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

AVEO PHARMACEUTICALS, INC.

Ticker:       AVEO           Security ID:  053588109
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth M. Bate          For       For          Management
1.2   Elect Director Ronald A. DePinho        For       For          Management
1.3   Elect Director Anthony B. Evnin         For       For          Management
1.4   Elect Director Tuan Ha-Ngoc             For       For          Management
1.5   Elect Director Raju Kucherlapati        For       For          Management
1.6   Elect Director Henri A. Termeer         For       For          Management
1.7   Elect Director Kenneth E. Weg           For       Withhold     Management
1.8   Elect Director Robert C. Young          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

BIOMARIN PHARMACEUTICAL INC.

Ticker:       BMRN           Security ID:  09061G101
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jean-Jacques Bienaime    For       For          Management
1.2   Elect Director Michael Grey             For       For          Management
1.3   Elect Director Elaine J. Heron          For       For          Management
1.4   Elect Director Pierre Lapalme           For       For          Management
1.5   Elect Director V. Bryan Lawlis          For       For          Management
1.6   Elect Director Richard A. Meier         For       For          Management
1.7   Elect Director Alan J. Lewis            For       For          Management
1.8   Elect Director William D. Young         For       For          Management
1.9   Elect Director Kenneth M. Bate          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

CABOT OIL & GAS CORPORATION

Ticker:       COG            Security ID:  127097103
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Rhys J. Best             For       For          Management
2     Elect Director Robert Kelley            For       For          Management
3     Elect Director P. Dexter Peacock        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Increase Authorized Common Stock        For       For          Management
7     Declassify the Board of Directors       For       For          Management
8     Include Sustainability as a             Against   Against      Shareholder
      Performance Measure for Senior
      Executive Compensation
9     Provide Sustainability Report           Against   For          Shareholder


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

CADENCE DESIGN SYSTEMS, INC.

Ticker:       CDNS           Security ID:  127387108
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Susan L. Bostrom         For       For          Management
2     Elect Director Donald L. Lucas          For       For          Management
3     Elect Director James D. Plummer         For       For          Management
4     Elect Director Alberto                  For       For          Management
      Sangiovanni-Vincentelli
5     Elect Director George M. Scalise        For       For          Management
6     Elect Director John B. Shoven           For       For          Management
7     Elect Director Roger S. Siboni          For       For          Management
8     Elect Director Lip-Bu Tan               For       For          Management
9     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
10    Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


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

CARMAX, INC.

Ticker:       KMX            Security ID:  143130102
Meeting Date: JUN 25, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey E. Garten        For       For          Management
1.2   Elect Director Vivian M. Stephenson     For       For          Management
1.3   Elect Director Beth A. Stewart          For       For          Management
1.4   Elect Director William R. Tiefel        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Declassify the Board of Directors       Against   For          Shareholder


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

CATALYST HEALTH SOLUTIONS, INC.

Ticker:       CHSI           Security ID:  14888B103
Meeting Date: JUN 04, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven B. Epstein        For       For          Management
1.2   Elect Director Michael R. McDonnell     For       For          Management
1.3   Elect Director Dale B. Wolf             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CENTENE CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert K. Ditmore        For       For          Management
1.2   Elect Director Frederick H. Eppinger    For       For          Management
1.3   Elect Director David L. Steward         For       For          Management
1.4   Elect Director Orlando Ayala            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management


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

CONCHO RESOURCES INC.

Ticker:       CXO            Security ID:  20605P101
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Beal           For       For          Management
1.2   Elect Director Tucker S. Bridwell       For       For          Management
1.3   Elect Director Mark B. Puckett          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

COSTAR GROUP, INC.

Ticker:       CSGP           Security ID:  22160N109
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael R. Klein         For       For          Management
1.2   Elect Director Andrew C. Florance       For       For          Management
1.3   Elect Director David Bonderman          For       Withhold     Management
1.4   Elect Director Michael J. Glosserman    For       For          Management
1.5   Elect Director Warren H. Haber          For       For          Management
1.6   Elect Director Christopher J. Nassetta  For       For          Management
1.7   Elect Director David J. Steinberg       For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

DICK'S SPORTING GOODS, INC.

Ticker:       DKS            Security ID:  253393102
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Colombo       For       For          Management
1.2   Elect Director Larry D. Stone           For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

DOLLAR TREE, INC.

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

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


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

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     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           For       For          Management
      Executive Officers' Compensation
10    Approve Stock Option Plan               For       For          Management
11    Ratify Auditors                         For       For          Management
12    Require Independent Board Chairman      Against   Against      Shareholder


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

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC.

Ticker:       FCS            Security ID:  303726103
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 06, 2012

#     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 Terry A. Klebe           For       For          Management
4     Elect Director Anthony Lear             For       For          Management
5     Elect Director Thomas L. Magnanti       For       For          Management
6     Elect Director Kevin J. McGarity        For       For          Management
7     Elect Director Bryan R. Roub            For       For          Management
8     Elect Director Ronald W. Shelly         For       For          Management
9     Elect Director Mark S. Thompson         For       For          Management
10    Amend Omnibus Stock Plan                For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Reduce Supermajority Vote Requirement   For       For          Management
13    Adopt the Jurisdiction of               For       Against      Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
14    Ratify Auditors                         For       For          Management


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

FMC TECHNOLOGIES, INC.

Ticker:       FTI            Security ID:  30249U101
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mike R. Bowlin           For       For          Management
2     Elect Director Philip J. Burguieres     For       For          Management
3     Elect Director Edward J. Mooney         For       For          Management
4     Elect Director James M. Ringler         For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       For       For          Management


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

FORTINET, INC.

Ticker:       FTNT           Security ID:  34959E109
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Chenming Hu              For       For          Management
1.2   Elect Director Hong Liang Lu            For       For          Management
1.3   Elect Director Ken Xie                  For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GARDNER DENVER, INC.

Ticker:       GDI            Security ID:  365558105
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael C. Arnold        For       For          Management
1.2   Elect Director Barry L. Pennypacker     For       For          Management
1.3   Elect Director Richard L. Thompson      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GENESEE & WYOMING INC.

Ticker:       GWR            Security ID:  371559105
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard H. Allert        For       For          Management
1.2   Elect Director Michael Norkus           For       For          Management
1.3   Elect Director Ann N. Reese             For       For          Management
2     Ratify Auditors                         For       For          Management


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

GREEN MOUNTAIN COFFEE ROASTERS, INC.

Ticker:       GMCR           Security ID:  393122106
Meeting Date: MAR 22, 2012   Meeting Type: Annual
Record Date:  JAN 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William D. Davis         For       For          Management
1.2   Elect Director Jules A. del Vecchio     For       For          Management
1.3   Elect Director Robert P. Stiller        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Increase Authorized Common Stock        For       Against      Management
4     Ratify Auditors                         For       For          Management


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

HEALTHSPRING, INC.

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

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


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

HEXCEL CORPORATION

Ticker:       HXL            Security ID:  428291108
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Joel S. Beckman          For       For          Management
2     Elect Director David E. Berges          For       For          Management
3     Elect Director Lynn Brubaker            For       For          Management
4     Elect Director Jeffrey C. Campbell      For       For          Management
5     Elect Director Sandra L. Derickson      For       For          Management
6     Elect Director W. Kim Foster            For       For          Management
7     Elect Director Thomas A. Gendron        For       For          Management
8     Elect Director Jeffrey A. Graves        For       For          Management
9     Elect Director David C. Hill            For       For          Management
10    Elect Director David L. Pugh            For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


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

HITTITE MICROWAVE CORPORATION

Ticker:       HITT           Security ID:  43365Y104
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     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           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

HMS HOLDINGS CORP.

Ticker:       HMSY           Security ID:  40425J101
Meeting Date: JUL 06, 2011   Meeting Type: Annual
Record Date:  MAY 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William F. Miller III    For       For          Management
1.2   Elect Director Ellen A. Rudnick         For       For          Management
1.3   Elect Director Michael A. Stocker       For       For          Management
1.4   Elect Director Richard H. Stowe         For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Amend Omnibus Stock Plan                For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
8     Ratify Auditors                         For       For          Management


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

HMS HOLDINGS CORP.

Ticker:       HMSY           Security ID:  40425J101
Meeting Date: JUN 26, 2012   Meeting Type: Annual
Record Date:  MAY 07, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert. M. Holster       For       For          Management
2     Elect Director James T. Kelly           For       For          Management
3     Elect Director William C. Lucia         For       For          Management
4     Elect Director William S. Mosakowski    For       For          Management
5     Elect Director Bart M. Schwartz         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Ratify Auditors                         For       For          Management


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

IBERIABANK CORPORATION

Ticker:       IBKC           Security ID:  450828108
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ernest P. Breaux, Jr.    For       For          Management
1.2   Elect Director Daryl G. Byrd            For       For          Management
1.3   Elect Director John N. Casbon           For       For          Management
1.4   Elect Director John E. Koerner, III     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

IDEX CORPORATION

Ticker:       IEX            Security ID:  45167R104
Meeting Date: APR 10, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William M. Cook          For       For          Management
1.2   Elect Director Michael T. Tokarz        For       Withhold     Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

INFORMATICA CORPORATION

Ticker:       INFA           Security ID:  45666Q102
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Sohaib Abbasi            For       For          Management
2     Elect Director Geoffrey W. Squire       For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

INTERNATIONAL RECTIFIER CORPORATION

Ticker:       IRF            Security ID:  460254105
Meeting Date: NOV 11, 2011   Meeting Type: Annual
Record Date:  SEP 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard J. Dahl          For       For          Management
1.2   Elect Director Dwight W. Decker         For       For          Management
1.3   Elect Director Rochus E. Vogt           For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management


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

IRONWOOD PHARMACEUTICALS, INC.

Ticker:       IRWD           Security ID:  46333X108
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George H. Conrades       For       For          Management
1.2   Elect Director Joseph C. Cook, Jr.      For       For          Management
1.3   Elect Director David A. Ebersman        For       For          Management
2     Ratify Auditors                         For       For          Management


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

JOY GLOBAL INC.

Ticker:       JOY            Security ID:  481165108
Meeting Date: MAR 06, 2012   Meeting Type: Annual
Record Date:  JAN 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Gerard         For       For          Management
1.2   Elect Director John T. Gremp            For       For          Management
1.3   Elect Director John Nils Hanson         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           For       For          Management
      Executive Officers' Compensation
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management


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

K12 INC.

Ticker:       LRN            Security ID:  48273U102
Meeting Date: DEC 22, 2011   Meeting Type: Annual
Record Date:  NOV 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Craig R. Barrett         For       Withhold     Management
1.2   Elect Director Guillermo Bron           For       For          Management
1.3   Elect Director Nathaniel A. Davis       For       For          Management
1.4   Elect Director Steven B. Fink           For       For          Management
1.5   Elect Director Mary H. Futrell          For       For          Management
1.6   Elect Director Ronald J. Packard        For       For          Management
1.7   Elect Director Jon Q. Reynolds, Jr.     For       For          Management
1.8   Elect Director Andrew H. Tisch          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

KIRBY CORPORATION

Ticker:       KEX            Security ID:  497266106
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bob G. Gower             For       For          Management
2     Elect Director Monte J. Miller          For       For          Management
3     Elect Director Joseph H. Pyne           For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LAZARD LTD

Ticker:       LAZ            Security ID:  G54050102
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Ashish Bhutani as Director        For       For          Management
1.2   Elect Steven J. Heyer as Director       For       For          Management
1.3   Elect Sylvia Jay as Director            For       For          Management
1.4   Elect Vernon E. Jordon, Jr. 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           For       Against      Management
      Executive Officers' Compensation


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

LINCOLN ELECTRIC HOLDINGS, INC.

Ticker:       LECO           Security ID:  533900106
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold L. Adams          For       For          Management
1.2   Elect Director Curtis E. Espeland       For       For          Management
1.3   Elect Director Robert J. Knoll          For       For          Management
1.4   Elect Director John M. Stropki, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management


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

LKQ CORPORATION

Ticker:       LKQX           Security ID:  501889208
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. Clinton Allen         For       For          Management
1.2   Elect Director Kevin F. Flynn           For       For          Management
1.3   Elect Director Ronald G. Foster         For       For          Management
1.4   Elect Director Joseph M. Holsten        For       For          Management
1.5   Elect Director Blythe J. McGarvie       For       For          Management
1.6   Elect Director Paul M. Meister          For       For          Management
1.7   Elect Director John F. O'Brien          For       For          Management
1.8   Elect Director Robert L. Wagman         For       For          Management
1.9   Elect Director William M. Webster, IV   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LSI CORPORATION

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

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


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

MEDNAX, INC.

Ticker:       MD             Security ID:  58502B106
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Cesar L. Alvarez         For       For          Management
1.2   Elect Director Waldemar A. Carlo        For       For          Management
1.3   Elect Director Michael B. Fernandez     For       For          Management
1.4   Elect Director Roger K. Freeman         For       For          Management
1.5   Elect Director Paul G. Gabos            For       For          Management
1.6   Elect Director Pascal J. Goldschmidt    For       For          Management
1.7   Elect Director Manuel Kadre             For       For          Management
1.8   Elect Director Roger J. Medel           For       For          Management
1.9   Elect Director Donna E. Shalala         For       For          Management
1.10  Elect Director Enrique J. Sosa          For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MICROS SYSTEMS, INC.

Ticker:       MCRS           Security ID:  594901100
Meeting Date: NOV 18, 2011   Meeting Type: Annual
Record Date:  SEP 26, 2011

#     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
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

MSC INDUSTRIAL DIRECT CO., INC.

Ticker:       MSM            Security ID:  553530106
Meeting Date: JAN 12, 2012   Meeting Type: Annual
Record Date:  NOV 23, 2011

#     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 Jonathan Byrnes          For       For          Management
1.4   Elect Director Roger Fradin             For       For          Management
1.5   Elect Director Erik Gershwind           For       For          Management
1.6   Elect Director Louise Goeser            For       For          Management
1.7   Elect Director Denis Kelly              For       For          Management
1.8   Elect Director Philip Peller            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

NATIONAL CINEMEDIA, INC.

Ticker:       NCMI           Security ID:  635309107
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David R. Haas            For       For          Management
1.2   Elect Director James R. Holland, Jr.    For       For          Management
1.3   Elect Director Stephen L. Lanning       For       For          Management
1.4   Elect Director Edward H. Meyer          For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

NETLOGIC MICROSYSTEMS, INC.

Ticker:       NETL           Security ID:  64118B100
Meeting Date: NOV 22, 2011   Meeting Type: Special
Record Date:  OCT 19, 2011

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


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

NXSTAGE MEDICAL, INC.

Ticker:       NXTM           Security ID:  67072V103
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     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 Barry M. Straube         For       For          Management
1.9   Elect Director David S. Utterberg       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

OCEANEERING INTERNATIONAL, INC.

Ticker:       OII            Security ID:  675232102
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jerold J. DesRoche       For       For          Management
1.2   Elect Director John R. Huff             For       For          Management
1.3   Elect Director M. Kevin McEvoy          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

OIL STATES INTERNATIONAL, INC.

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

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


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

ON SEMICONDUCTOR CORPORATION

Ticker:       ONNN           Security ID:  682189105
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Atsushi Abe              For       For          Management
2     Elect Director Curtis J. Crawford       For       For          Management
3     Elect Director Daryl A. Ostrander       For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management


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

ORIENT-EXPRESS HOTELS LTD.

Ticker:       OEH            Security ID:  G67743107
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harsha V. Agadi          For       Withhold     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 Ruth Kennedy             For       For          Management
1.5   Elect Director Prudence M. Leith        For       Withhold     Management
1.6   Elect Director J. Robert Lovejoy        For       Withhold     Management
1.7   Elect Director Jo Malone                For       For          Management
1.8   Elect Director Philip R. Mengel         For       Withhold     Management
1.9   Elect Director Georg R. Rafael          For       Withhold     Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify 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 17, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Domenic Colasacco        For       For          Management
1.2   Elect Director Thomas E. Lynch          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

RANGE RESOURCES CORPORATION

Ticker:       RRC            Security ID:  75281A109
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     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           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management
12    Pro-rata Vesting of Equity Awards       Against   For          Shareholder
13    Include Sustainability as a             Against   Against      Shareholder
      Performance Measure for Senior
      Executive Compensation


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

RED HAT, INC.

Ticker:       RHT            Security ID:  756577102
Meeting Date: AUG 11, 2011   Meeting Type: Annual
Record Date:  JUN 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Sohaib Abbasi            For       For          Management
2     Elect Director Narendra K. Gupta        For       For          Management
3     Elect Director William S. Kaiser        For       For          Management
4     Elect Director James M. Whitehurst      For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
8     Approve Executive Incentive Bonus Plan  For       For          Management


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

ROBBINS & MYERS, INC.

Ticker:       RBN            Security ID:  770196103
Meeting Date: JAN 05, 2012   Meeting Type: Annual
Record Date:  NOV 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard J. Giromini      For       For          Management
1.2   Elect Director Stephen F. Kirk          For       For          Management
1.3   Elect Director Peter C. Wallace         For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ROBERT HALF INTERNATIONAL INC.

Ticker:       RHI            Security ID:  770323103
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

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


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

SERVICESOURCE INTERNATIONAL, INC.

Ticker:       SREV           Security ID:  81763U100
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce W. Dunlevie        For       For          Management
1.2   Elect Director Barry D. Reynolds        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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

SIGNATURE BANK

Ticker:       SBNY           Security ID:  82669G104
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kathryn A. Byrne         For       For          Management
1.2   Elect Director Alfonse M. D'Amato       For       For          Management
1.3   Elect Director Jeffrey W. Meshel        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SIMPSON MANUFACTURING CO., INC.

Ticker:       SSD            Security ID:  829073105
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jennifer A. Chatman      For       For          Management
1.2   Elect Director Robin G. MacGillivray    For       For          Management
1.3   Elect Director Barclay Simpson          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SIRONA DENTAL SYSTEMS, INC.

Ticker:       SIRO           Security ID:  82966C103
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  DEC 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David K. Beecken         For       For          Management
1.2   Elect Director Jost Fischer             For       For          Management
1.3   Elect Director Arthur D. Kowaloff       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SKYWORKS SOLUTIONS, INC.

Ticker:       SWKS           Security ID:  83088M102
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

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


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

SM ENERGY COMPANY

Ticker:       SM             Security ID:  78454L100
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     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           For       For          Management
      Executive Officers' Compensation


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

SOLARWINDS, INC.

Ticker:       SWI            Security ID:  83416B109
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ellen F. Siminoff        For       For          Management
1.2   Elect Director Lloyd G. Waterhouse      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

SOLUTIA INC.

Ticker:       SOA            Security ID:  834376501
Meeting Date: JUN 29, 2012   Meeting Type: Special
Record Date:  MAY 04, 2012

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


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

STIFEL FINANCIAL CORP.

Ticker:       SF             Security ID:  860630102
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles A. Dill          For       For          Management
1.2   Elect Director Richard J. Himelfarb     For       For          Management
1.3   Elect Director Alton F. Irby, III       For       For          Management
1.4   Elect Director Victor J. Nesi           For       For          Management
1.5   Elect Director James M. Zemlyak         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

SUPERIOR ENERGY SERVICES, INC.

Ticker:       SPN            Security ID:  868157108
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold J. Bouillion      For       For          Management
1.2   Elect Director Enoch L. Dawkins         For       For          Management
1.3   Elect Director David D. Dunlap          For       For          Management
1.4   Elect Director James M. Funk            For       For          Management
1.5   Elect Director Terence E. Hall          For       For          Management
1.6   Elect Director Ernest E. 'Wyn' Howard,  For       For          Management
      III
1.7   Elect Director Peter D. Kinnear         For       For          Management
1.8   Elect Director Michael M. McShane       For       For          Management
1.9   Elect Director W. Matt Ralls            For       For          Management
1.10  Elect Director Justin L. Sullivan       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SXC HEALTH SOLUTIONS CORP.

Ticker:       SXCI           Security ID:  78505P100
Meeting Date: MAY 16, 2012   Meeting Type: Annual/Special
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark A. Thierer          For       For          Management
1.2   Elect Director Steven D. Cosler         For       For          Management
1.3   Elect Director Peter J. Bensen          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 Masso            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     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 25, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     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 Sir 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           For       For          Management
      Executive Officers' Compensation


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

TERADYNE, INC.

Ticker:       TER            Security ID:  880770102
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     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           For       For          Management
      Executive Officers' Compensation
10    Ratify Auditors                         For       For          Management


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

THE MIDDLEBY CORPORATION

Ticker:       MIDD           Security ID:  596278101
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Directors Selim A. Bassoul        For       For          Management
1.2   Elect Directors Robert B. Lamb          For       For          Management
1.3   Elect Directors Ryan Levenson           For       For          Management
1.4   Elect Directors John R. Miller III      For       For          Management
1.5   Elect Directors Gordon O'Brien          For       For          Management
1.6   Elect Directors Philip G. Putnam        For       For          Management
1.7   Elect Directors Sabin C. Streeter       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Require a Majority Vote for the         None      For          Shareholder
      Election of Directors


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

TIBCO SOFTWARE INC.

Ticker:       TIBX           Security ID:  88632Q103
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     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     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

TRACTOR SUPPLY COMPANY

Ticker:       TSCO           Security ID:  892356106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James F. Wright          For       For          Management
1.2   Elect Director Johnston C. Adams        For       For          Management
1.3   Elect Director Peter D. Bewley          For       For          Management
1.4   Elect Director Jack C. Bingleman        For       For          Management
1.5   Elect Director Richard W. Frost         For       For          Management
1.6   Elect Director Cynthia T. Jamison       For       For          Management
1.7   Elect Director George MacKenzie         For       For          Management
1.8   Elect Director Edna K. Morris           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TW TELECOM INC.

Ticker:       TWTC           Security ID:  87311L104
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory J. Attorri       For       Withhold     Management
1.2   Elect Director Spencer B. Hays          For       Withhold     Management
1.3   Elect Director Larissa L. Herda         For       Withhold     Management
1.4   Elect Director Kevin W. Mooney          For       Withhold     Management
1.5   Elect Director Kirby G. Pickle          For       Withhold     Management
1.6   Elect Director Roscoe C. Young, II      For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Require Independent Board Chairman      Against   Against      Shareholder


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

ULTA SALON, COSMETICS & FRAGRANCE, INC.

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

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


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

UNITED RENTALS, INC.

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

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


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

VALMONT INDUSTRIES, INC.

Ticker:       VMI            Security ID:  920253101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Glen A. Barton           For       For          Management
1.2   Elect Director Daniel P. Neary          For       For          Management
1.3   Elect Director Kenneth E. Stinson       For       For          Management
1.4   Elect Director Catherine James Paglia   For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

VANGUARD HEALTH SYSTEMS INC.

Ticker:       VHS            Security ID:  922036207
Meeting Date: NOV 10, 2011   Meeting Type: Annual
Record Date:  SEP 13, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen R. D'Arcy        For       For          Management
1.2   Elect Director Robert Galvin, M.D.      For       For          Management
1.3   Elect Director Carol J. Burt            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

VERIFONE SYSTEMS, INC.

Ticker:       PAY            Security ID:  92342Y109
Meeting Date: JUN 27, 2012   Meeting Type: Annual
Record Date:  MAY 04, 2012

#     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 Dr. 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 Jeffrey E. Stiefler      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

VOLCANO CORPORATION

Ticker:       VOLC           Security ID:  928645100
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R. Scott Huennekens      For       For          Management
1.2   Elect Director Lesley H. Howe           For       For          Management
1.3   Elect Director Ronald A. Matricaria     For       For          Management
2     Advisory Vote to Appoint Eric J. Topol  For       For          Management
      to the Board of Directors to Fill
      Class I Vacancy
3     Advisory Vote to Appoint Leslie V.      For       For          Management
      Norwalk to the Board of Directors to
      Fill Class II Vacancy
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

WYNDHAM WORLDWIDE CORPORATION

Ticker:       WYN            Security ID:  98310W108
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen P. Holmes        For       For          Management
1.2   Elect Director Myra J. Biblowit         For       For          Management
1.3   Elect Director Pauline D.E. Richards    For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management

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



                                   SIGNATURES


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


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


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



                              Date:  August 30, 2012


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






                               POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature
appears below hereby revokes all prior powers granted by the undersigned to the
extent inconsistent herewith and constitutes and appoints Robert M. Keith,
Emilie D. Wrapp, Eric C. Freed, Nancy E. Hay and Stephen J. Laffey and each of
them, to act severally as attorney-in-fact and agent, with power of substitution
and resubstitution, for the undersigned in any and all capacities, solely for
the purpose of signing the respective Registration Statements, and any
amendments thereto, on Form N-1A and any other filings of:

-AllianceBernstein Balanced Shares, Inc.
-AllianceBernstein Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Core Opportunities Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Equity Income Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Fixed-Income Shares, Inc.
-AllianceBernstein Global Bond Fund, Inc.
-AllianceBernstein Global Growth Fund, Inc.
-AllianceBernstein Global Real Estate Investment Fund, Inc.
-AllianceBernstein Global Thematic Growth Fund, Inc.
-AllianceBernstein Greater China '97 Fund, Inc.
-AllianceBernstein Growth and Income Fund, Inc.
-AllianceBernstein High Income Fund, Inc.
-AllianceBernstein Institutional Funds, Inc.
-AllianceBernstein International Growth Fund, Inc.
-AllianceBernstein Large Cap Growth Fund, Inc.
-AllianceBernstein Small/Mid-Cap Growth Fund, Inc.
-AllianceBernstein Municipal Income Fund, Inc.
-AllianceBernstein Municipal Income Fund II
-AllianceBernstein Trust
-AllianceBernstein Unconstrained Bond Fund, Inc.
-AllianceBernstein Variable Products Series Fund, Inc.
-The AllianceBernstein Portfolios
-The AllianceBernstein Pooling Portfolios
-Sanford C. Bernstein Fund II, Inc.

and filing the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may do or cause to be done by virtue hereof.

                                  /s/ Robert M. Keith
                                  --------------------------------
                                      Robert M. Keith


Dated: August 2, 2011