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 Discovery 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, 2013 - June 30, 2014




Item 1. Proxy Voting Record.

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

ICA File Number: 811-00204
Reporting Period: 07/01/2013 - 06/30/2014
AllianceBernstein Discovery Growth Fund, Inc.


=================== AllianceBernstein Discovery Growth Fund, Inc. =============


ACADIA HEALTHCARE COMPANY, INC.

Ticker:       ACHC           Security ID:  00404A109
Meeting Date: MAY 22, 2014   Meeting Type: Annual
Record Date:  MAR 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Wade D. Miquelon         For       For          Management
1.2   Elect Director William M.  Petrie       For       For          Management
1.3   Elect Director Bruce A. Shear           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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ACTUANT CORPORATION

Ticker:       ATU            Security ID:  00508X203
Meeting Date: JAN 14, 2014   Meeting Type: Annual
Record Date:  NOV 15, 2013

#     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 Thomas J. Fischer        For       For          Management
1.4   Elect Director Mark E. Goldstein        For       For          Management
1.5   Elect Director William K. Hall          For       For          Management
1.6   Elect Director R. Alan Hunter, Jr.      For       For          Management
1.7   Elect Director Robert A. Peterson       For       For          Management
1.8   Elect Director Holly A. Van Deursen     For       For          Management
1.9   Elect Director Dennis K. Williams       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: JUN 16, 2014   Meeting Type: Annual
Record Date:  APR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director  Samuel T. Byrne         For       For          Management
1b    Elect Director Dwight D. Churchill      For       For          Management
1c    Elect Director Niall Ferguson           For       For          Management
1d    Elect Director Sean M. Healey           For       For          Management
1e    Elect Director Harold J. Meyerman       For       For          Management
1f    Elect Director William J. Nutt          For       For          Management
1g    Elect Director Tracy P. Palandjian      For       For          Management
1h    Elect Director  Rita M. Rodriguez       For       For          Management
1i    Elect Director Patrick T. Ryan          For       For          Management
1j    Elect Director Jide J. Zeitlin          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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AKORN, INC.

Ticker:       AKRX           Security ID:  009728106
Meeting Date: MAY 02, 2014   Meeting Type: Annual
Record Date:  MAR 07, 2014

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


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ALIGN TECHNOLOGY, INC.

Ticker:       ALGN           Security ID:  016255101
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 20, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph Lacob             For       For          Management
1.2   Elect Director C. Raymond Larkin, Jr.   For       For          Management
1.3   Elect Director George J. Morrow         For       For          Management
1.4   Elect Director David C. Nagel           For       For          Management
1.5   Elect Director Thomas M. Prescott       For       For          Management
1.6   Elect Director Andrea L. Saia           For       For          Management
1.7   Elect Director Greg J. Santora          For       For          Management
1.8   Elect Director Warren S. Thaler         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AMETEK, INC.

Ticker:       AME            Security ID:  031100100
Meeting Date: MAY 08, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     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     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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ANSYS, INC.

Ticker:       ANSS           Security ID:  03662Q105
Meeting Date: MAY 20, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James E. Cashman, III    For       For          Management
1.2   Elect Director Ajei S. Gopal            For       For          Management
1.3   Elect Director William R. McDermott     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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ASPEN TECHNOLOGY, INC.

Ticker:       AZPN           Security ID:  045327103
Meeting Date: DEC 05, 2013   Meeting Type: Annual
Record Date:  OCT 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert M. Whelan, Jr.    For       For          Management
1.2   Elect Director Donald P. Casey          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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BRIGHT HORIZONS FAMILY SOLUTIONS INC.

Ticker:       BFAM           Security ID:  109194100
Meeting Date: MAY 12, 2014   Meeting Type: Annual
Record Date:  APR 09, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David Humphrey           For       For          Management
1.2   Elect Director Sara Lawrence-Lightfoot  For       For          Management
1.3   Elect Director David Lissy              For       For          Management
2     Ratify Auditors                         For       For          Management


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CABELA'S INCORPORATED

Ticker:       CAB            Security ID:  126804301
Meeting Date: JUN 04, 2014   Meeting Type: Annual
Record Date:  APR 07, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Theodore M. Armstrong    For       For          Management
1.2   Elect Director James W. Cabela          For       For          Management
1.3   Elect Director John H. Edmondson        For       For          Management
1.4   Elect Director John Gottschalk          For       For          Management
1.5   Elect Director Dennis Highby            For       For          Management
1.6   Elect Director Reuben Mark              For       For          Management
1.7   Elect Director Michael R. McCarthy      For       For          Management
1.8   Elect Director Thomas L. Millner        For       For          Management
1.9   Elect Director Donna M. Milrod          For       For          Management
1.10  Elect Director Beth M. Pritchard        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CARLISLE COMPANIES INCORPORATED

Ticker:       CSL            Security ID:  142339100
Meeting Date: MAY 06, 2014   Meeting Type: Annual
Record Date:  MAR 11, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert G. Bohn           For       For          Management
1.2   Elect Director Terry D. Growcock        For       For          Management
1.3   Elect Director Gregg A. Ostrander       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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CAVIUM, INC.

Ticker:       CAVM           Security ID:  14964U108
Meeting Date: JUN 19, 2014   Meeting Type: Annual
Record Date:  APR 22, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director C.N. Reddy               For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CHART INDUSTRIES, INC.

Ticker:       GTLS           Security ID:  16115Q308
Meeting Date: MAY 22, 2014   Meeting Type: Annual
Record Date:  MAR 25, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Samuel F. Thomas         For       For          Management
1.2   Elect Director W. Douglas Brown         For       For          Management
1.3   Elect Director Richard E. Goodrich      For       For          Management
1.4   Elect Director Terrence J. Keating      For       For          Management
1.5   Elect Director Steven W. Krablin        For       For          Management
1.6   Elect Director Michael W. Press         For       For          Management
1.7   Elect Director Elizabeth G. Spomer      For       For          Management
1.8   Elect Director Thomas L. Williams       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Executive Incentive Bonus Plan  For       For          Management


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CIENA CORPORATION

Ticker:       CIEN           Security ID:  171779309
Meeting Date: APR 10, 2014   Meeting Type: Annual
Record Date:  FEB 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Harvey B. Cash           For       For          Management
1b    Elect Director Judith M. O'Brien        For       For          Management
1c    Elect Director Gary B. Smith            For       For          Management
1d    Elect Director T. Michael Nevens        For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CONCHO RESOURCES INC.

Ticker:       CXO            Security ID:  20605P101
Meeting Date: JUN 05, 2014   Meeting Type: Annual
Record Date:  APR 07, 2014

#     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 John P. Surma            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CONCUR TECHNOLOGIES, INC.

Ticker:       CNQR           Security ID:  206708109
Meeting Date: MAR 12, 2014   Meeting Type: Annual
Record Date:  JAN 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward P. Gilligan       For       For          Management
1.2   Elect Director Jeffrey T. McCabe        For       For          Management
1.3   Elect Director Rajeev Singh             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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COSTAR GROUP, INC.

Ticker:       CSGP           Security ID:  22160N109
Meeting Date: JUN 02, 2014   Meeting Type: Annual
Record Date:  APR 04, 2014

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


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CRITEO SA

Ticker:       CRTO           Security ID:  226718104
Meeting Date: JUN 18, 2014   Meeting Type: Annual/Special
Record Date:  MAY 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Discharge of Directors and      For       For          Management
      Auditors
4     Approve Allocation of Income and        For       For          Management
      Absence of Dividends
5     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
6     Approve Remuneration of Directors in    For       Against      Management
      the Aggregate Amount of EUR 1,500,000
7     Reelect Dominique Vidal as Director     For       Against      Management
8     Approval of the 2013 and 2014 OSA       For       Against      Management
      (options to subscribe to new shares)
      and OAA (options to purchase existing
      shares) plans and of the 2013 and 2014
      free share plans adopted by the Board
      of Directors
9     Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities Reserved for
      Specific Beneficiaries, up to
      Aggregate Nominal Amount of EUR
      1,422,701.65
10    Authorize Issuance of Equity or         For       Against      Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 1,422,701.65
11    Authorize Issuance of Equity or         For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 1,422,701.65
12    Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities for up to 20
      Percent of Issued Capital Per Year
      Reserved for Qualified Investors or
      Restricted Circle of Investors, up to
      Aggregate Nominal Amount of EUR
      1,422,701.65
13    Authorize Board to Increase Capital in  For       Against      Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above under Items 9 to 12
14    Set Total Limit for Capital Increase    For       Against      Management
      to Result from All Issuance Requests
      at EUR 1,422,701.65 under Items 9 to 13
15    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 400,000 for Bonus Issue
      or Increase in Par Value
16    Authorize up to 9,935,710 Shares for    For       Against      Management
      Use in Stock Option Plans
17    Authorize up to 10 Percent of Issued    For       Against      Management
      Capital for Use in Restricted Stock
      Plans
18    Authorize Issuance of 9,935,710         For       Against      Management
      Warrants (BSA) Reserved for
      Non-Executive Directors, Independent
      Committee Members, Subsidiaries and
      Consultants
19    Set Total Limit for Capital Increase    For       Against      Management
      to Result from All Issuance Requests
      under Items 16 to 18 at 9,935,710
      Shares
20    Authorize Capital Issuances for Use in  For       Against      Management
      Employee Stock Purchase Plans


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CUBIST PHARMACEUTICALS, INC.

Ticker:       CBST           Security ID:  229678107
Meeting Date: JUN 03, 2014   Meeting Type: Annual
Record Date:  APR 08, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael Bonney           For       For          Management
1.2   Elect Director Jane Henney              For       For          Management
1.3   Elect Director Leon Moulder, Jr.        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Increase Authorized Common Stock        For       For          Management
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Approve Omnibus Stock Plan              For       For          Management
6     Ratify Auditors                         For       For          Management


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CVENT, INC.

Ticker:       CVT            Security ID:  23247G109
Meeting Date: JUN 10, 2014   Meeting Type: Annual
Record Date:  APR 11, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Reggie Aggarwal          For       For          Management
1.2   Elect Director Kevin Parker             For       For          Management
2     Ratify Auditors                         For       For          Management


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DICK'S SPORTING GOODS, INC.

Ticker:       DKS            Security ID:  253393102
Meeting Date: JUN 11, 2014   Meeting Type: Annual
Record Date:  APR 14, 2014

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


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ENVISION HEALTHCARE HOLDINGS, INC.

Ticker:       EVHC           Security ID:  29413U103
Meeting Date: MAY 29, 2014   Meeting Type: Annual
Record Date:  APR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark V. Mactas           For       For          Management
1.2   Elect Director Randel G. Owen           For       For          Management
1.3   Elect Director Richard J. Schnall       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     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
5     Ratify Auditors                         For       For          Management


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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 07, 2014   Meeting Type: Annual
Record Date:  MAR 06, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter J. Rose            For       For          Management
1.2   Elect Director Robert R. Wright         For       For          Management
1.3   Elect Director Mark A. Emmert           For       For          Management
1.4   Elect Director R. Jordan Gates          For       For          Management
1.5   Elect Director Dan P. Kourkoumelis      For       For          Management
1.6   Elect Director Michael J. Malone        For       For          Management
1.7   Elect Director John W. Meisenbach       For       For          Management
1.8   Elect Director Jeffrey S. Musser        For       For          Management
1.9   Elect Director Liane J. Pelletier       For       For          Management
1.10  Elect Director James L.K. Wang          For       For          Management
1.11  Elect Director Tay Yoshitani            For       For          Management
2     Advisory Vote to Ratify Named           For       Abstain      Management
      Executive Officers' Compensation
3     Approve Stock Option Plan               For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Approve Restricted Stock Plan           For       For          Management
6     Ratify Auditors                         For       For          Management


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FIREEYE, INC.

Ticker:       FEYE           Security ID:  31816Q101
Meeting Date: JUN 11, 2014   Meeting Type: Annual
Record Date:  APR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William M. Coughran Jr.  For       For          Management
1.2   Elect Director Gaurav Garg              For       For          Management
1.3   Elect Director Promod Haque             For       For          Management
2     Ratify Auditors                         For       For          Management


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FIRST REPUBLIC BANK

Ticker:       FRC            Security ID:  33616C100
Meeting Date: MAY 13, 2014   Meeting Type: Annual
Record Date:  MAR 18, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James H. Herbert, II     For       For          Management
1.2   Elect Director Katherine August-deWilde For       For          Management
1.3   Elect Director Thomas J. Barrack, Jr.   For       For          Management
1.4   Elect Director Frank J. Fahrenkopf, Jr  For       For          Management
1.5   Elect Director William E. Ford          For       For          Management
1.6   Elect Director L. Martin Gibbs          For       For          Management
1.7   Elect Director Sandra R. Hernandez      For       For          Management
1.8   Elect Director Pamela J. Joyner         For       For          Management
1.9   Elect Director Reynold Levy             For       For          Management
1.10  Elect Director Jody S. Lindell          For       For          Management
1.11  Elect Director George G.C. Parker       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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FIVE BELOW, INC.

Ticker:       FIVE           Security ID:  33829M101
Meeting Date: JUN 24, 2014   Meeting Type: Annual
Record Date:  MAY 06, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven J. Collins        For       For          Management
1.2   Elect Director Thomas M. Ryan           For       For          Management
2     Ratify Auditors                         For       For          Management


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FMC TECHNOLOGIES, INC.

Ticker:       FTI            Security ID:  30249U101
Meeting Date: MAY 02, 2014   Meeting Type: Annual
Record Date:  MAR 10, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Clarence P. Cazalot, Jr. For       For          Management
1b    Elect Director Eleazar de Carvalho      For       For          Management
      Filho
1c    Elect Director C. Maury Devine          For       For          Management
1d    Elect Director Claire S. Farley         For       For          Management
1e    Elect Director John T. Gremp            For       For          Management
1f    Elect Director Thomas M. Hamilton       For       For          Management
1g    Elect Director Peter Mellbye            For       For          Management
1h    Elect Director Joseph H. Netherland     For       For          Management
1i    Elect Director Richard A. Pattarozzi    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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FRANCESCA'S HOLDING CORPORATION

Ticker:       FRAN           Security ID:  351793104
Meeting Date: JUL 09, 2013   Meeting Type: Annual
Record Date:  MAY 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard Emmett           For       Withhold     Management
1.2   Elect Director Richard Kunes            For       For          Management
1.3   Elect Director Richard Zannino          For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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GENESEE & WYOMING INC.

Ticker:       GWR            Security ID:  371559105
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  APR 01, 2014

#     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     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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GRAND CANYON EDUCATION, INC.

Ticker:       LOPE           Security ID:  38526M106
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brent D. Richardson      For       For          Management
1.2   Elect Director Brian E. Mueller         For       For          Management
1.3   Elect Director David J. Johnson         For       For          Management
1.4   Elect Director Jack A. Henry            For       For          Management
1.5   Elect Director Bradley A. Casper        For       For          Management
1.6   Elect Director Kevin F. Warren          For       For          Management
1.7   Elect Director Sara R. Dial             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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GREEN MOUNTAIN COFFEE ROASTERS, INC.

Ticker:       GMCR           Security ID:  393122106
Meeting Date: MAR 06, 2014   Meeting Type: Annual
Record Date:  JAN 06, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John D. Hayes            For       For          Management
1.2   Elect Director A.D. David Mackay        For       For          Management
1.3   Elect Director Michael J. Mardy         For       For          Management
1.4   Elect Director David E. Moran           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Change Company Name                     For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
6     Ratify Auditors                         For       For          Management


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HEARTWARE INTERNATIONAL, INC.

Ticker:       HTWR           Security ID:  422368100
Meeting Date: JUN 04, 2014   Meeting Type: Annual
Record Date:  APR 11, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Timothy Barberich        For       For          Management
1.2   Elect Director Charles Raymond Larkin,  For       For          Management
      Jr.
1.3   Elect Director Robert Thomas            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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HEXCEL CORPORATION

Ticker:       HXL            Security ID:  428291108
Meeting Date: MAY 08, 2014   Meeting Type: Annual
Record Date:  MAR 13, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nick L. Stanage          For       For          Management
1.2   Elect Director Joel S. Beckman          For       For          Management
1.3   Elect Director Lynn Brubaker            For       For          Management
1.4   Elect Director Jeffrey C. Campbell      For       For          Management
1.5   Elect Director Sandra L. Derickson      For       For          Management
1.6   Elect Director W. Kim Foster            For       For          Management
1.7   Elect Director Thomas A. Gendron        For       For          Management
1.8   Elect Director Jeffrey A. Graves        For       For          Management
1.9   Elect Director David C. Hill            For       For          Management
1.10  Elect Director David L. Pugh            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

HOMEAWAY, INC.

Ticker:       AWAY           Security ID:  43739Q100
Meeting Date: JUN 04, 2014   Meeting Type: Annual
Record Date:  APR 11, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey D. Brody         For       For          Management
1.2   Elect Director Christopher ('Woody') P. For       For          Management
      Marshall
1.3   Elect Director Kevin Krone              For       For          Management
2     Ratify Auditors                         For       For          Management


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

IBERIABANK CORPORATION

Ticker:       IBKC           Security ID:  450828108
Meeting Date: MAY 05, 2014   Meeting Type: Annual
Record Date:  MAR 19, 2014

#     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           For       Against      Management
      Executive Officers' Compensation


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

ICON PLC

Ticker:       ICLR           Security ID:  G4705A100
Meeting Date: JUL 22, 2013   Meeting Type: Annual
Record Date:  JUL 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Reelect Thomas Lynch as Director        For       For          Management
1.2   Reelect Declan McKeon as Director       For       For          Management
1.3   Elect William Hall as Director          For       For          Management
2     Accept Financial Statements and         For       For          Management
      Statutory Reports
3     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
4     Authorise Issuance of Equity or         For       Against      Management
      Equity-Linked Securities with
      Preemptive Rights
5     Authorise Issuance of Equity or         For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights
6     Authorise Share Repurchase Program      For       For          Management


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

IDEX CORPORATION

Ticker:       IEX            Security ID:  45167R104
Meeting Date: APR 08, 2014   Meeting Type: Annual
Record Date:  FEB 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bradley J. Bell          For       For          Management
1.2   Elect Director Gregory F. Milzcik       For       For          Management
1.3   Elect Director Andrew K. Silvernail     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

INFOBLOX INC.

Ticker:       BLOX           Security ID:  45672H104
Meeting Date: DEC 18, 2013   Meeting Type: Annual
Record Date:  OCT 29, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard E. Belluzzo      For       For          Management
1.2   Elect Director Daniel J. Phelps         For       For          Management
2     Ratify Auditors                         For       For          Management


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

INFORMATICA CORPORATION

Ticker:       INFA           Security ID:  45666Q102
Meeting Date: MAY 23, 2014   Meeting Type: Annual
Record Date:  MAR 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark A. Bertelsen        For       For          Management
1.2   Elect Director Hilarie Koplow-McAdams   For       For          Management
1.3   Elect Director A. Brooke Seawell        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


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

INSYS THERAPEUTICS, INC.

Ticker:       INSY           Security ID:  45824V209
Meeting Date: MAY 06, 2014   Meeting Type: Annual
Record Date:  APR 08, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven J. Meyer          For       For          Management
1.2   Elect Director Brian Tambi              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Shareholder Rights Plan (Poison   For       Against      Management
      Pill)
4     Increase Authorized Common Stock        For       For          Management
5     Adjust Par Value of Common Stock        For       Against      Management


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

INTERSIL CORPORATION

Ticker:       ISIL           Security ID:  46069S109
Meeting Date: MAY 06, 2014   Meeting Type: Annual
Record Date:  MAR 10, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Necip Sayiner            For       For          Management
1b    Elect Director Donald Macleod           For       For          Management
1c    Elect Director Robert W. Conn           For       For          Management
1d    Elect Director James V. Diller          For       For          Management
1e    Elect Director Mercedes Johnson         For       For          Management
1f    Elect Director Gregory Lang             For       For          Management
1g    Elect Director Jan Peeters              For       For          Management
1h    Elect Director James A. Urry            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
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   One Year  One Year     Management


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

ISIS PHARMACEUTICALS, INC.

Ticker:       ISIS           Security ID:  464330109
Meeting Date: JUN 10, 2014   Meeting Type: Annual
Record Date:  APR 11, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Spencer R. Berthelsen    For       For          Management
1.2   Elect Director B. Lynne Parshall        For       For          Management
1.3   Elect Director Joseph H. Wender         For       For          Management
2     Ratify Appointment of Director Breaux   For       For          Management
      B. Castleman to Fill Board Vacancy
3     Ratify Appointment of Director Joseph   For       For          Management
      Loscalzo to Fill Board Vacancy
4     Increase Authorized Common Stock        For       For          Management
5     Amend Non-Employee Director Stock       For       For          Management
      Option Plan
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Ratify Auditors                         For       For          Management


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

JAZZ PHARMACEUTICALS PLC

Ticker:       JAZZ           Security ID:  G50871105
Meeting Date: AUG 01, 2013   Meeting Type: Annual
Record Date:  JUN 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul L. Berns            For       For          Management
1.2   Elect Director Patrick G. Enright       For       For          Management
1.3   Elect Director Seamus Mulligan          For       For          Management
1.4   Elect Director Norbert G. Riedel        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Authorize the Company and/or any        For       For          Management
      Subsidiary of the Company to Make
      Market Purchases of the Company's
      Ordinary Shares
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

K12 INC.

Ticker:       LRN            Security ID:  48273U102
Meeting Date: DEC 05, 2013   Meeting Type: Annual
Record Date:  OCT 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Craig R. Barrett         For       For          Management
1.2   Elect Director Guillermo Bron           For       For          Management
1.3   Elect Director Adam L. Cohn             For       For          Management
1.4   Elect Director Nathaniel A. Davis       For       For          Management
1.5   Elect Director John M. Engler           For       For          Management
1.6   Elect Director Steven B. Fink           For       For          Management
1.7   Elect Director Mary H. Futrell          For       For          Management
1.8   Elect Director Ronald J. Packard        For       For          Management
1.9   Elect Director Jon Q. Reynolds, Jr.     For       For          Management
1.10  Elect Director Andrew H. Tisch          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

KIRBY CORPORATION

Ticker:       KEX            Security ID:  497266106
Meeting Date: APR 29, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard J. Alario        For       For          Management
1.2   Elect Director David W. Grzebinski      For       For          Management
1.3   Elect Director Richard R. Stewart       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LAZARD LTD

Ticker:       LAZ            Security ID:  G54050102
Meeting Date: APR 29, 2014   Meeting Type: Annual
Record Date:  MAR 10, 2014

#     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           For       For          Management
      Executive Officers' Compensation


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

LINCOLN ELECTRIC HOLDINGS, INC.

Ticker:       LECO           Security ID:  533900106
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

#     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 Phillip J. Mason         For       For          Management
1.5   Elect Director Hellene S. Runtagh       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management


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

LKQ CORPORATION

Ticker:       LKQ            Security ID:  501889208
Meeting Date: MAY 05, 2014   Meeting Type: Annual
Record Date:  MAR 12, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. Clinton Allen         For       For          Management
1.2   Elect Director Ronald G. Foster         For       For          Management
1.3   Elect Director Joseph M. Holsten        For       For          Management
1.4   Elect Director Blythe J. McGarvie       For       For          Management
1.5   Elect Director Paul M. Meister          For       For          Management
1.6   Elect Director John F. O'Brien          For       For          Management
1.7   Elect Director Guhan Subramanian        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     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LUMBER LIQUIDATORS HOLDINGS, INC.

Ticker:       LL             Security ID:  55003T107
Meeting Date: MAY 23, 2014   Meeting Type: Annual
Record Date:  MAR 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert M. Lynch          For       For          Management
1.2   Elect Director Peter B. Robinson        For       For          Management
1.3   Elect Director Martin F. Roper          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MAXIMUS, INC.

Ticker:       MMS            Security ID:  577933104
Meeting Date: MAR 19, 2014   Meeting Type: Annual
Record Date:  JAN 15, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Russell A. Beliveau      For       For          Management
1.2   Elect Director John J. Haley            For       For          Management
1.3   Elect Director Marilyn R. Seymann       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

MEDNAX, INC.

Ticker:       MD             Security ID:  58502B106
Meeting Date: MAY 08, 2014   Meeting Type: Annual
Record Date:  MAR 11, 2014

#     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     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NATIONAL CINEMEDIA, INC.

Ticker:       NCMI           Security ID:  635309107
Meeting Date: APR 30, 2014   Meeting Type: Annual
Record Date:  MAR 11, 2014

#     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     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

NETSUITE INC.

Ticker:       N              Security ID:  64118Q107
Meeting Date: JUN 11, 2014   Meeting Type: Annual
Record Date:  APR 15, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Zachary Nelson           For       For          Management
1.2   Elect Director Kevin Thompson           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

NORWEGIAN CRUISE LINE HOLDINGS LTD.

Ticker:       NCLH           Security ID:  G66721104
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  FEB 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Tan Sri Lim Kok Thay     For       For          Management
1b    Elect Director David M. Abrams          For       For          Management
1c    Elect Director John Chidsey             For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officer's Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management


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

NPS PHARMACEUTICALS, INC.

Ticker:       NPSP           Security ID:  62936P103
Meeting Date: MAY 06, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael W. Bonney        For       For          Management
1.2   Elect Director Colin Broom              For       For          Management
1.3   Elect Director Georges Gemayel          For       For          Management
1.4   Elect Director Pedro Granadillo         For       For          Management
1.5   Elect Director James G. Groninger       For       For          Management
1.6   Elect Director Francois Nader           For       For          Management
1.7   Elect Director Rachel R. Selisker       For       For          Management
1.8   Elect Director Peter G. Tombros         For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

OASIS PETROLEUM INC.

Ticker:       OAS            Security ID:  674215108
Meeting Date: MAY 01, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ted Collins, Jr.         For       For          Management
1.2   Elect Director Douglas E. Swanson, Jr.  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


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

OCEANEERING INTERNATIONAL, INC.

Ticker:       OII            Security ID:  675232102
Meeting Date: MAY 16, 2014   Meeting Type: Annual
Record Date:  MAR 26, 2014

#     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     Increase Authorized Common Stock        For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

OIL STATES INTERNATIONAL, INC.

Ticker:       OIS            Security ID:  678026105
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 26, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Cindy B. Taylor          For       For          Management
1.2   Elect Director Christopher T. Seaver    For       For          Management
1.3   Elect Director Lawrence R. Dickerson    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PANDORA MEDIA, INC.

Ticker:       P              Security ID:  698354107
Meeting Date: JUN 04, 2014   Meeting Type: Annual
Record Date:  APR 08, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter Chernin            For       For          Management
1.2   Elect Director Brian McAndrews          For       For          Management
1.3   Elect Director Tim Westergren           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan


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

PHARMACYCLICS, INC.

Ticker:       PCYC           Security ID:  716933106
Meeting Date: MAY 08, 2014   Meeting Type: Annual
Record Date:  MAR 31, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Booth          For       For          Management
1.2   Elect Director Kenneth A. Clark         For       For          Management
1.3   Elect Director Robert W. Duggan         For       For          Management
1.4   Elect Director Eric H. Halvorson        For       For          Management
1.5   Elect Director Minesh P. Mehta          For       For          Management
1.6   Elect Director David D. Smith           For       For          Management
1.7   Elect Director Richard A. van den Broek For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

POLARIS INDUSTRIES INC.

Ticker:       PII            Security ID:  731068102
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  FEB 27, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin M. Farr            For       For          Management
1.2   Elect Director Gary E. Hendrickson      For       For          Management
1.3   Elect Director R. M. (Mark) Schreck     For       For          Management
1.4   Elect Director William G. Van Dyke      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


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

POLYONE CORPORATION

Ticker:       POL            Security ID:  73179P106
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 18, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard H. Fearon        For       For          Management
1.2   Elect Director Gregory J. Goff          For       For          Management
1.3   Elect Director Gordon D. Harnett        For       For          Management
1.4   Elect Director Sandra B. Lin            For       For          Management
1.5   Elect Director Richard A. Lorraine      For       For          Management
1.6   Elect Director Stephen D. Newlin        For       For          Management
1.7   Elect Director Robert M. Patterson      For       For          Management
1.8   Elect Director William H. Powell        For       For          Management
1.9   Elect Director Kerry J. Preete          For       For          Management
1.10  Elect Director Farah M. Walters         For       For          Management
1.11  Elect Director William A. Wulfsohn      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

PUMA BIOTECHNOLOGY, INC.

Ticker:       PBYI           Security ID:  74587V107
Meeting Date: JUN 10, 2014   Meeting Type: Annual
Record Date:  APR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan H. Auerbach         For       For          Management
1.2   Elect Director Thomas R. Malley         For       For          Management
1.3   Elect Director Jay M. Moyes             For       For          Management
1.4   Elect Director Troy E. Wilson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management


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

QUINTILES TRANSNATIONAL HOLDINGS INC.

Ticker:       Q              Security ID:  74876Y101
Meeting Date: MAY 08, 2014   Meeting Type: Annual
Record Date:  MAR 20, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis B. Gillings       For       For          Management
1.2   Elect Director Jonathan J. Coslet       For       Withhold     Management
1.3   Elect Director Michael J. Evanisko      For       For          Management
1.4   Elect Director Christopher R. Gordon    For       For          Management
1.5   Elect Director Richard Relyea           For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management


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

ROBERT HALF INTERNATIONAL INC.

Ticker:       RHI            Security ID:  770323103
Meeting Date: MAY 22, 2014   Meeting Type: Annual
Record Date:  APR 02, 2014

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


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

SHUTTERFLY, INC.

Ticker:       SFLY           Security ID:  82568P304
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 26, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Philip A. Marineau       For       For          Management
1b    Elect Director Brian T. Swette          For       For          Management
1c    Elect Director Ann Mather               For       Against      Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SIGNATURE BANK

Ticker:       SBNY           Security ID:  82669G104
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  MAR 06, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Scott A. Shay            For       For          Management
1.2   Elect Director Alfred B. DelBello       For       For          Management
1.3   Elect Director Joseph J. DePaolo        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 19, 2014   Meeting Type: Annual
Record Date:  DEC 23, 2013

#     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          For       For          Management
      Kraemer, Jr.
1.4   Elect Director Jeffrey T. Slovin        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management


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

SM ENERGY COMPANY

Ticker:       SM             Security ID:  78454L100
Meeting Date: MAY 20, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Anthony J. Best          For       For          Management
1.2   Elect Director Larry W. Bickle          For       For          Management
1.3   Elect Director Stephen R. Brand         For       For          Management
1.4   Elect Director William J. Gardiner      For       For          Management
1.5   Elect Director Loren M. Leiker          For       For          Management
1.6   Elect Director  Julio M. Quintana       For       For          Management
1.7   Elect Director John M. Seidl            For       For          Management
1.8   Elect Director William D. Sullivan      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Abstain      Management
      Executive Officers' Compensation


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

SPROUTS FARMERS MARKET, INC.

Ticker:       SFM            Security ID:  85208M102
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Terri Funk Graham        For       For          Management
1.2   Elect Director George G. Golleher       For       For          Management
1.3   Elect Director Steven H. Townsend       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


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

STIFEL FINANCIAL CORP.

Ticker:       SF             Security ID:  860630102
Meeting Date: JUN 11, 2014   Meeting Type: Annual
Record Date:  APR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce A. Beda            For       For          Management
1.2   Elect Director Fredrick 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
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SUPERIOR ENERGY SERVICES, INC.

Ticker:       SPN            Security ID:  868157108
Meeting Date: MAY 14, 2014   Meeting Type: Annual
Record Date:  MAR 31, 2014

#     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 Peter D. Kinnear         For       For          Management
1.7   Elect Director Michael M. McShane       For       For          Management
1.8   Elect Director W. Matt Ralls            For       For          Management
1.9   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
4     Report on Human Rights Risk Assessment  Against   For          Shareholder
      Process


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

SVB FINANCIAL GROUP

Ticker:       SIVB           Security ID:  78486Q101
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  FEB 25, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Greg W. Becker           For       For          Management
1.2   Elect Director Eric A. Benhamou         For       For          Management
1.3   Elect Director David M. Clapper         For       For          Management
1.4   Elect Director Roger F. Dunbar          For       For          Management
1.5   Elect Director Joel P. Friedman         For       For          Management
1.6   Elect Director C. Richard Kramlich      For       For          Management
1.7   Elect Director Lata Krishnan            For       For          Management
1.8   Elect Director Jeffrey N. Maggioncalda  For       For          Management
1.9   Elect Director Kate D. Mitchell         For       For          Management
1.10  Elect Director John F. Robinson         For       For          Management
1.11  Elect Director Garen K. Staglin         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
5     Other Business                          For       Against      Management


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

SYNAGEVA BIOPHARMA CORP.

Ticker:       GEVA           Security ID:  87159A103
Meeting Date: JUN 04, 2014   Meeting Type: Annual
Record Date:  APR 11, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sanj K. Patel            For       For          Management
1.2   Elect Director Felix J. Baker           For       For          Management
1.3   Elect Director Stephen R. Biggar        For       For          Management
1.4   Elect Director Stephen R. Davis         For       For          Management
1.5   Elect Director Thomas R. Malley         For       For          Management
1.6   Elect Director Barry Quart              For       For          Management
1.7   Elect Director Thomas J. Tisch          For       For          Management
1.8   Elect Director  Peter Wirth             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Auditors                         For       For          Management


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

TABLEAU SOFTWARE, INC.

Ticker:       DATA           Security ID:  87336U105
Meeting Date: MAY 09, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Elliott Jurgensen, Jr.   For       For          Management
1.2   Elect Director John McAdam              For       For          Management
1.3   Elect Director Brooke Seawell           For       For          Management
2     Ratify Auditors                         For       For          Management


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

TERADYNE, INC.

Ticker:       TER            Security ID:  880770102
Meeting Date: MAY 20, 2014   Meeting Type: Annual
Record Date:  MAR 27, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael A. Bradley       For       For          Management
1b    Elect Director Daniel W. Christman      For       For          Management
1c    Elect Director Edwin J. Gillis          For       For          Management
1d    Elect Director Timothy E. Guertin       For       For          Management
1e    Elect Director Mark E. Jagiela          For       For          Management
1f    Elect Director Paul J. Tufano           For       For          Management
1g    Elect Director Roy A. Vallee            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

TESARO, INC.

Ticker:       TSRO           Security ID:  881569107
Meeting Date: MAY 16, 2014   Meeting Type: Annual
Record Date:  MAR 19, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leon (Lonnie) O.         For       For          Management
      Moulder, Jr.
1.2   Elect Director Mary Lynne Hedley        For       For          Management
1.3   Elect Director David M. Mott            For       For          Management
1.4   Elect Director Lawrence (Larry) M.      For       For          Management
      Alleva
1.5   Elect Director James O. Armitage        For       For          Management
1.6   Elect Director Earl M. (Duke) Collier,  For       For          Management
      Jr.
1.7   Elect Director Arnold L. Oronsky        For       For          Management
1.8   Elect Director Beth Seidenberg          For       For          Management
2     Ratify Auditors                         For       For          Management


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

THE MIDDLEBY CORPORATION

Ticker:       MIDD           Security ID:  596278101
Meeting Date: MAY 06, 2014   Meeting Type: Annual
Record Date:  MAR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Selim A. Bassoul         For       For          Management
1.2   Elect Director Sarah Palisi Chapin      For       For          Management
1.3   Elect Director Robert B. Lamb           For       For          Management
1.4   Elect Director John R. Miller, III      For       For          Management
1.5   Elect Director Gordon O'Brien           For       For          Management
1.6   Elect Director Philip G. Putnam         For       For          Management
1.7   Elect Director Sabin C. Streeter        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


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

THE ULTIMATE SOFTWARE GROUP, INC.

Ticker:       ULTI           Security ID:  90385D107
Meeting Date: MAY 19, 2014   Meeting Type: Annual
Record Date:  MAR 25, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director LeRoy A. Vander Putten   For       For          Management
1.2   Elect Director Robert A. Yanover        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TRACTOR SUPPLY COMPANY

Ticker:       TSCO           Security ID:  892356106
Meeting Date: MAY 01, 2014   Meeting Type: Annual
Record Date:  MAR 06, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Cynthia T. Jamison       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 George MacKenzie         For       For          Management
1.7   Elect Director Edna K. Morris           For       For          Management
1.8   Elect Director Gregory A. Sandfort      For       For          Management
1.9   Elect Director Mark J. Weikel           For       For          Management
2     Increase Authorized Common Stock        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


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

TRANSDIGM GROUP INCORPORATED

Ticker:       TDG            Security ID:  893641100
Meeting Date: MAR 04, 2014   Meeting Type: Annual
Record Date:  JAN 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sean P. Hennessy         For       For          Management
1.2   Elect Director Douglas Peacock          For       For          Management
1.3   Elect Director John Staer               For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       For       For          Management


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

UNDER ARMOUR, INC.

Ticker:       UA             Security ID:  904311107
Meeting Date: MAY 13, 2014   Meeting Type: Annual
Record Date:  FEB 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin A. Plank           For       For          Management
1.2   Elect Director Byron K. Adams, Jr.      For       For          Management
1.3   Elect Director Douglas E. Coltharp      For       For          Management
1.4   Elect Director Anthony W. Deering       For       For          Management
1.5   Elect Director A.B. Krongard            For       For          Management
1.6   Elect Director William R. McDermott     For       For          Management
1.7   Elect Director Eric T. Olson            For       For          Management
1.8   Elect Director Harvey L. Sanders        For       For          Management
1.9   Elect Director Thomas J. Sippel         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: MAY 07, 2014   Meeting Type: Annual
Record Date:  MAR 10, 2014

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


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

VALMONT INDUSTRIES, INC.

Ticker:       VMI            Security ID:  920253101
Meeting Date: APR 29, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

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


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

VEECO INSTRUMENTS INC.

Ticker:       VECO           Security ID:  922417100
Meeting Date: DEC 10, 2013   Meeting Type: Annual
Record Date:  OCT 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roger D. McDaniel        For       For          Management
1.2   Elect Director John R. Peeler           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


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

WAGEWORKS, INC.

Ticker:       WAGE           Security ID:  930427109
Meeting Date: MAY 13, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John W. Larson           For       For          Management
1.2   Elect Director Mariann Byerwalter       For       For          Management
1.3   Elect Director Edward C. Nafus          For       For          Management
2     Ratify Auditors                         For       For          Management


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

YELP INC.

Ticker:       YELP           Security ID:  985817105
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Diane Irvine             For       For          Management
1.2   Elect Director Max Levchin              For       For          Management
1.3   Elect Director Mariam Naficy            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ZEBRA TECHNOLOGIES CORPORATION

Ticker:       ZBRA           Security ID:  989207105
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank B. Modruson        For       For          Management
1.2   Elect Director Anders Gustafsson        For       For          Management
1.3   Elect Director Andrew K. Ludwick        For       For          Management
1.4   Elect Director Janice M. Roberts        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

ZILLOW, INC.

Ticker:       Z              Security ID:  98954A107
Meeting Date: JUN 04, 2014   Meeting Type: Annual
Record Date:  APR 02, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. William Gurley        For       For          Management
1.2   Elect Director Jay C. Hoag              For       For          Management
1.3   Elect Director Gregory B. Maffei        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 Discovery
                                                     Growth Fund, Inc.


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



                                        Date:  August 29, 2014


*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 Blended Style Series, Inc.
-AllianceBernstein Bond Fund, Inc.
-AllianceBernstein Cap Fund, Inc.
-AllianceBernstein Core Opportunities Fund, Inc.
-AllianceBernstein Corporate Shares
-AllianceBernstein Discovery Growth Fund, Inc.
-AllianceBernstein Equity Income Fund, Inc.
-AllianceBernstein Exchange Reserves
-AllianceBernstein Fixed-Income Shares, Inc.
-AllianceBernstein Global Bond Fund, Inc.
-AllianceBernstein Global Real Estate Investment Fund, Inc.
-AllianceBernstein Global Risk Allocation Fund, Inc.
-AllianceBernstein Global Thematic Growth 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 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: February 5, 2013