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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-PX

              ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY

                 Investment Company Act file number 811-08437

                          Undiscovered Managers Funds
              (Exact name of registrant as specified in charter)

            270 Park Avenue, New York, NY          10017
               (Address of principal             (Zip code)
                 executive offices)

 J.P. Morgan Investment Management, Inc., 270 Park Avenue, New York, NY 10017
                    (Name and address of agent for service)

      Registrant's telephone number, including area code: 1-800-480-4111

                      Date of fiscal year end: August 31

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

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Item 1. Proxy Voting Record



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

ICA File Number: 811-08437
Reporting Period: 07/01/2011 - 06/30/2012
Undiscovered Managers Funds









========================= JPMorgan Realty Income Fund ==========================


ALEXANDRIA REAL ESTATE EQUITIES, INC.

Ticker:       ARE            Security ID:  015271109
Meeting Date: MAY 21, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joel S. Marcus           For       For          Management
1.2   Elect Director Richard B. Jennings      For       For          Management
1.3   Elect Director John L. Atkins, III      For       For          Management
1.4   Elect Director Maria C. Freire          For       For          Management
1.5   Elect Director Richard H. Klein         For       For          Management
1.6   Elect Director James H. Richardson      For       For          Management
1.7   Elect Director Martin A. Simonetti      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  029912201
Meeting Date: NOV 29, 2011   Meeting Type: Special
Record Date:  OCT 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reorganization Plan             For       For          Management
2     Adjourn Meeting                         For       For          Management


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AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  03027X100
Meeting Date: JUN 19, 2012   Meeting Type: Annual
Record Date:  APR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Raymond P. Dolan         For       For          Management
2     Elect Director Ronald M. Dykes          For       For          Management
3     Elect Director Carolyn F. Katz          For       For          Management
4     Elect Director Gustavo Lara Cantu       For       For          Management
5     Elect Director Joann A. Reed            For       For          Management
6     Elect Director Pamela D.A. Reeve        For       For          Management
7     Elect Director David E. Sharbutt        For       For          Management
8     Elect Director James D. Taiclet, Jr.    For       For          Management
9     Elect Director Samme L. Thompson        For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Stock Retention/Holding Period          Against   Against      Shareholder


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APARTMENT INVESTMENT AND MANAGEMENT COMPANY

Ticker:       AIV            Security ID:  03748R101
Meeting Date: APR 30, 2012   Meeting Type: Annual
Record Date:  FEB 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James N. Bailey          For       For          Management
2     Elect Director Terry Considine          For       For          Management
3     Elect Director Thomas L. Keltner        For       For          Management
4     Elect Director J. Landis Martin         For       For          Management
5     Elect Director Robert A. Miller         For       For          Management
6     Elect Director Kathleen M. Nelson       For       For          Management
7     Elect Director Michael A. Stein         For       For          Management
8     Ratify Auditors                         For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ASSOCIATED ESTATES REALTY CORPORATION

Ticker:       AEC            Security ID:  045604105
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Albert T. Adams          For       For          Management
1.2   Elect Director Jeffrey I. Friedman      For       For          Management
1.3   Elect Director Michael E. Gibbons       For       For          Management
1.4   Elect Director Mark L. Milstein         For       For          Management
1.5   Elect Director James J. Sanfilippo      For       For          Management
1.6   Elect Director James A. Schoff          For       For          Management
1.7   Elect Director Richard T. Schwarz       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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AVALONBAY COMMUNITIES, INC.

Ticker:       AVB            Security ID:  053484101
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bryce Blair              For       For          Management
1.2   Elect Director Alan B. Buckelew         For       For          Management
1.3   Elect Director Bruce A. Choate          For       For          Management
1.4   Elect Director John J. Healy, Jr.       For       For          Management
1.5   Elect Director Timothy J. Naughton      For       For          Management
1.6   Elect Director Lance R. Primis          For       For          Management
1.7   Elect Director Peter S. Rummell         For       For          Management
1.8   Elect Director H. Jay Sarles            For       For          Management
1.9   Elect Director W. Edward Walter         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Sustainability Report           Against   For          Shareholder


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BOSTON PROPERTIES, INC.

Ticker:       BXP            Security ID:  101121101
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lawrence S. Bacow        For       For          Management
2     Elect Director Zoe Baird Budinger       For       For          Management
3     Elect Director Douglas T. Linde         For       For          Management
4     Elect Director Matthew J. Lustig        For       For          Management
5     Elect Director Alan J. Patricof         For       For          Management
6     Elect Director Martin Turchin           For       For          Management
7     Elect Director David A. Twardock        For       For          Management
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
9     Amend Omnibus Stock Plan                For       For          Management
10    Ratify Auditors                         For       For          Management


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BRE PROPERTIES, INC.

Ticker:       BRE            Security ID:  05564E106
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Irving F. Lyons, III     For       For          Management
1.2   Elect Director Paula F. Downey          For       For          Management
1.3   Elect Director Christopher J. McGurk    For       For          Management
1.4   Elect Director Matthew T. Medeiros      For       For          Management
1.5   Elect Director Constance B. Moore       For       For          Management
1.6   Elect Director Jeanne R. Myerson        For       For          Management
1.7   Elect Director Jeffrey T. Pero          For       For          Management
1.8   Elect Director Thomas E. Robinson       For       For          Management
1.9   Elect Director Dennis E. Singleton      For       For          Management
1.10  Elect Director Thomas P. Sullivan       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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CAMDEN PROPERTY TRUST

Ticker:       CPT            Security ID:  133131102
Meeting Date: MAY 11, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard J. Campo         For       For          Management
1.2   Elect Director Scott S. Ingraham        For       For          Management
1.3   Elect Director Lewis A. Levey           For       For          Management
1.4   Elect Director William B. McGuire, Jr.  For       For          Management
1.5   Elect Director William F. Paulsen       For       For          Management
1.6   Elect Director D. Keith Oden            For       For          Management
1.7   Elect Director F. Gardner Parker        For       Withhold     Management
1.8   Elect Director Frances Aldrich          For       For          Management
      Sevilla-Sacasa
1.9   Elect Director Steven A. Webster        For       Withhold     Management
1.10  Elect Director Kelvin R. Westbrook      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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COLONIAL PROPERTIES TRUST

Ticker:       CLP            Security ID:  195872106
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carl F. Bailey           For       For          Management
1.2   Elect Director Edwin M. Crawford        For       For          Management
1.3   Elect Director M. Miller Gorrie         For       For          Management
1.4   Elect Director William M. Johnson       For       For          Management
1.5   Elect Director James K. Lowder          For       For          Management
1.6   Elect Director Thomas H. Lowder         For       For          Management
1.7   Elect Director Herbert A. Meisler       For       For          Management
1.8   Elect Director Claude B. Nielsen        For       For          Management
1.9   Elect Director Harold W. Ripps          For       For          Management
1.10  Elect Director John W. Spiegel          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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CUBESMART

Ticker:       CUBE           Security ID:  229663109
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William M.               For       For          Management
      Diefenderfer, III
1.2   Elect Director Piero Bussani            For       For          Management
1.3   Elect Director Dean Jernigan            For       For          Management
1.4   Elect Director Marianne M. Keler        For       For          Management
1.5   Elect Director David J. LaRue           For       For          Management
1.6   Elect Director John F. Remondi          For       For          Management
1.7   Elect Director Jeffrey F. Rogatz        For       For          Management
1.8   Elect Director John W. Fain             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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DDR CORP.

Ticker:       DDR            Security ID:  23317H102
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Terrance R. Ahern        For       For          Management
2     Elect Director James C. Boland          For       For          Management
3     Elect Director Thomas Finne             For       For          Management
4     Elect Director Robert H. Gidel          For       For          Management
5     Elect Director Daniel B. Hurwitz        For       For          Management
6     Elect Director Volker Kraft             For       For          Management
7     Elect Director Rebecca L. Maccardini    For       For          Management
8     Elect Director tor B. MacFarlane        For       For          Management
9     Elect Director Craig Macnab             For       For          Management
10    Elect Director Scott D. Roulston        For       For          Management
11    Elect Director Barry A. Sholem          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Approve Omnibus Stock Plan              For       For          Management


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DIGITAL REALTY TRUST, INC.

Ticker:       DLR            Security ID:  253868103
Meeting Date: APR 23, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael F. Foust         For       For          Management
2     Elect Director Laurence A. Chapman      For       For          Management
3     Elect Director Kathleen Earley          For       For          Management
4     Elect Director Ruann F. Ernst, Ph.D.    For       For          Management
5     Elect Director Dennis E. Singleton      For       For          Management
6     Elect Director Robert H. Zerbst         For       For          Management
7     Ratify Auditors                         For       For          Management
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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DOUGLAS EMMETT, INC.

Ticker:       DEI            Security ID:  25960P109
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dan A. Emmett            For       For          Management
1.2   Elect Director Jordan L. Kaplan         For       For          Management
1.3   Elect Director Kenneth M. Panzer        For       For          Management
1.4   Elect Director Christopher H. Anderson  For       For          Management
1.5   Elect Director Leslie E. Bider          For       For          Management
1.6   Elect Director David T. Feinberg        For       For          Management
1.7   Elect Director Thomas E. O'Hern         For       For          Management
1.8   Elect Director Andrea Rich              For       For          Management
1.9   Elect Director William E. Simon, Jr.    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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DUKE REALTY CORPORATION

Ticker:       DRE            Security ID:  264411505
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas J. Baltimore, Jr. For       Against      Management
2     Elect Director William Cavanaugh, III   For       For          Management
3     Elect Director Alan H. Cohen            For       For          Management
4     Elect Director Ngaire E. Cuneo          For       For          Management
5     Elect Director Charles R. Eitel         For       For          Management
6     Elect Director Martin C. Jischke, Ph.D. For       For          Management
7     Elect Director Dennis D. Oklak          For       For          Management
8     Elect Director Melanie R. Sabelhaus     For       For          Management
9     Elect Director Peter M. Scott, III      For       For          Management
10    Elect Director Jack R. Shaw             For       For          Management
11    Elect Director Lynn C. Thurber          For       For          Management
12    Elect Director Robert J. Woodward, Jr.  For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Ratify Auditors                         For       For          Management


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DUPONT FABROS TECHNOLOGY, INC.

Ticker:       DFT            Security ID:  26613Q106
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael A. Coke          For       For          Management
1.2   Elect Director Lammot J. du Pont        For       For          Management
1.3   Elect Director Thomas D. Eckert         For       For          Management
1.4   Elect Director Hossein Fateh            For       For          Management
1.5   Elect Director Jonathan G. Heiliger     For       For          Management
1.6   Elect Director Frederic V. Malek        For       For          Management
1.7   Elect Director John T. Roberts, Jr.     For       For          Management
1.8   Elect Director John H. Toole            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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EDUCATION REALTY TRUST, INC.

Ticker:       EDR            Security ID:  28140H104
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul O. Bower            For       For          Management
1.2   Elect Director Monte J. Barrow          For       For          Management
1.3   Elect Director William J. Cahill, III   For       For          Management
1.4   Elect Director Randall L. Churchey      For       For          Management
1.5   Elect Director John L. Ford             For       For          Management
1.6   Elect Director Howard A. Silver         For       For          Management
1.7   Elect Director Wendell W. Weakley       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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EQUITY LIFESTYLE PROPERTIES, INC.

Ticker:       ELS            Security ID:  29472R108
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Philip Calian            For       For          Management
1.2   Elect Director David Contis             For       For          Management
1.3   Elect Director Thomas Dobrowski         For       For          Management
1.4   Elect Director Thomas Heneghan          For       For          Management
1.5   Elect Director Sheli Rosenberg          For       For          Management
1.6   Elect Director Howard Walker            For       For          Management
1.7   Elect Director Gary Waterman            For       For          Management
1.8   Elect Director Samuel Zell              For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Conversion of Securities        For       For          Management
5     Increase Authorized Preferred Stock     For       Against      Management


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EQUITY RESIDENTIAL

Ticker:       EQR            Security ID:  29476L107
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John W. Alexander        For       For          Management
1.2   Elect Director Charles L. Atwood        For       For          Management
1.3   Elect Director Linda Walker Bynoe       For       For          Management
1.4   Elect Director Mary Kay Haben           For       For          Management
1.5   Elect Director Bradley A. Keywell       For       For          Management
1.6   Elect Director John E. Neal             For       For          Management
1.7   Elect Director David J. Neithercut      For       For          Management
1.8   Elect Director Mark S. Shapiro          For       For          Management
1.9   Elect Director Gerald A. Spector        For       For          Management
1.10  Elect Director B. Joseph White          For       For          Management
1.11  Elect Director Samuel Zell              For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Sustainability Report           Against   For          Shareholder


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ESSEX PROPERTY TRUST, INC.

Ticker:       ESS            Security ID:  297178105
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George M. Marcus         For       For          Management
1.2   Elect Director Gary P. Martin           For       For          Management
1.3   Elect Director Michael J. Schall        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Other Business                          For       For          Management


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GENERAL GROWTH PROPERTIES, INC.

Ticker:       GGP            Security ID:  370023103
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard B. Clark         For       For          Management
1.2   Elect Director Mary Lou Fiala           For       For          Management
1.3   Elect Director J. Bruce Flatt           For       Withhold     Management
1.4   Elect Director John K. Haley            For       For          Management
1.5   Elect Director Cyrus Madon              For       For          Management
1.6   Elect Director Sandeep Mathrani         For       For          Management
1.7   Elect Director David J. Neithercut      For       For          Management
1.8   Elect Director Mark R. Patterson        For       For          Management
1.9   Elect Director John G. Schreiber        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan


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GLIMCHER REALTY TRUST

Ticker:       GRT            Security ID:  379302102
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David M. Aronowitz       For       For          Management
1.2   Elect Director Herbert Glimcher         For       For          Management
1.3   Elect Director Howard Gross             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Permit the Board of Trustees to         For       For          Management
      Approve Amendments to the Amended
      Declaration Without Prior Shareholder
      Approval
6     Approve Current Declaration to Update   For       For          Management
      and Modernize Certain Provisions
      Relating to Corporate Governance
7     Increase Authorized Preferred and       For       Against      Management
      Common Stock


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HCP, INC.

Ticker:       HCP            Security ID:  40414L109
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James F. Flaherty, III   For       For          Management
2     Elect Director Christine N. Garvey      For       For          Management
3     Elect Director David B. Henry           For       For          Management
4     Elect Director Lauralee E. Martin       For       For          Management
5     Elect Director Michael D. McKee         For       For          Management
6     Elect Director Peter L. Rhein           For       For          Management
7     Elect Director Kenneth B. Roath         For       For          Management
8     Elect Director Joseph P. Sullivan       For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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HEALTH CARE REIT, INC.

Ticker:       HCN            Security ID:  42217K106
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William C. Ballard, Jr.  For       For          Management
2     Elect Director George L. Chapman        For       For          Management
3     Elect Director Daniel A. Decker         For       For          Management
4     Elect Director Thomas J. DeRosa         For       For          Management
5     Elect Director Jeffrey H. Donahue       For       For          Management
6     Elect Director Peter J. Grua            For       For          Management
7     Elect Director Fred S. Klipsch          For       For          Management
8     Elect Director Sharon M. Oster          For       For          Management
9     Elect Director Jeffrey R. Otten         For       For          Management
10    Elect Director R. Scott Trumbull        For       For          Management
11    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


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HIGHWOODS PROPERTIES, INC.

Ticker:       HIW            Security ID:  431284108
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas W. Adler          For       For          Management
1.2   Elect Director Gene H. Anderson         For       For          Management
1.3   Elect Director Edward J. Fritsch        For       For          Management
1.4   Elect Director David J. Hartzell        For       For          Management
1.5   Elect Director Sherry A. Kellett        For       For          Management
1.6   Elect Director Mark F. Mulhern          For       For          Management
1.7   Elect Director L. Glenn Orr, Jr.        For       For          Management
1.8   Elect Director O. Temple Sloan, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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HOSPITALITY PROPERTIES TRUST

Ticker:       HPT            Security ID:  44106M102
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bruce M. Gans, M.D.      For       Against      Management
2     Elect Director Adam D. Portnoy          For       Against      Management
3     Approve Restricted Stock Plan           For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management
6     Declassify the Board of Directors       Against   For          Shareholder


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HOST HOTELS & RESORTS, INC.

Ticker:       HST            Security ID:  44107P104
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert M. Baylis         For       For          Management
2     Elect Director Terence C. Golden        For       For          Management
3     Elect Director Ann M. Korologos         For       Against      Management
4     Elect Director Richard E. Marriott      For       For          Management
5     Elect Director John B. Morse, Jr.       For       For          Management
6     Elect Director Walter C. Rakowich       For       For          Management
7     Elect Director Gordon H. Smith          For       For          Management
8     Elect Director W. Edward Walter         For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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KILROY REALTY CORPORATION

Ticker:       KRC            Security ID:  49427F108
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John B. Kilroy, Sr.      For       For          Management
1.2   Elect Director John B. Kilroy, Jr.      For       For          Management
1.3   Elect Director Edward F. Brennan        For       For          Management
1.4   Elect Director William P. Dickey        For       For          Management
1.5   Elect Director Scott S. Ingraham        For       For          Management
1.6   Elect Director Dale F. Kinsella         For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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KIMCO REALTY CORPORATION

Ticker:       KIM            Security ID:  49446R109
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Milton Cooper            For       For          Management
1.2   Elect Director Philip E. Coviello       For       For          Management
1.3   Elect Director Richard G. Dooley        For       For          Management
1.4   Elect Director Joe Grills               For       For          Management
1.5   Elect Director David B. Henry           For       For          Management
1.6   Elect Director F. Patrick Hughes        For       For          Management
1.7   Elect Director Frank Lourenso           For       For          Management
1.8   Elect Director Colombe M. Nicholas      For       For          Management
1.9   Elect Director Richard Saltzman         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Other Business                          For       For          Management


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LASALLE HOTEL PROPERTIES

Ticker:       LHO            Security ID:  517942108
Meeting Date: APR 20, 2012   Meeting Type: Annual
Record Date:  FEB 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey T. Foland        For       For          Management
1.2   Elect Director Darryl Hartley-Leonard   For       For          Management
1.3   Elect Director William S. McCalmont     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LIBERTY PROPERTY TRUST

Ticker:       LRY            Security ID:  531172104
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frederick F. Buchholz    For       For          Management
1.2   Elect Director Thomas C. DeLoach, Jr.   For       For          Management
1.3   Elect Director Katherine Elizabeth      For       For          Management
      Dietze
1.4   Elect Director Daniel P. Garton         For       For          Management
1.5   Elect Director William P. Hankowsky     For       For          Management
1.6   Elect Director M. Leanne Lachman        For       For          Management
1.7   Elect Director David L. Lingerfelt      For       For          Management
1.8   Elect Director Stephen B. Siegel        For       For          Management
1.9   Elect Director Stephen D. Steinour      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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

MACK-CALI REALTY CORPORATION

Ticker:       CLI            Security ID:  554489104
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mitchell E. Hersh        For       For          Management
1.2   Elect Director Alan S. Bernikow         For       For          Management
1.3   Elect Director Irvin D. Reid            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

NATIONWIDE HEALTH PROPERTIES, INC.

Ticker:       NHP            Security ID:  638620104
Meeting Date: JUL 01, 2011   Meeting Type: Special
Record Date:  MAY 13, 2011

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


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

POST PROPERTIES, INC.

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

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


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

PROLOGIS, INC.

Ticker:       PLD            Security ID:  74340W103
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Hamid R. Moghadam        For       For          Management
2     Elect Director Walter C. Rakowich       For       For          Management
3     Elect Director George L. Fotiades       For       For          Management
4     Elect Director Christine N. Garvey      For       For          Management
5     Elect Director Lydia H. Kennard         For       For          Management
6     Elect Director J. Michael Losh          For       Against      Management
7     Elect Director Irving F. Lyons, III     For       For          Management
8     Elect Director Jeffrey L. Skelton       For       For          Management
9     Elect Director D. Michael Steuert       For       For          Management
10    Elect Director Carl B. Webb             For       For          Management
11    Elect Director William D. Zollars       For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Increase Authorized Common Stock        For       For          Management
16    Ratify Auditors                         For       For          Management


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

PUBLIC STORAGE

Ticker:       PSA            Security ID:  74460D109
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald L. Havner, Jr.    For       For          Management
1.2   Elect Director Tamara Hughes Gustavson  For       For          Management
1.3   Elect Director Uri P. Harkham           For       For          Management
1.4   Elect Director B. Wayne Hughes, Jr.     For       For          Management
1.5   Elect Director Avedick B. Poladian      For       For          Management
1.6   Elect Director Gary E. Pruitt           For       For          Management
1.7   Elect Director Ronald P. Spogli         For       For          Management
1.8   Elect Director Daniel C. Staton         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


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

REGENCY CENTERS CORPORATION

Ticker:       REG            Security ID:  758849103
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Martin E. Stein, Jr.     For       For          Management
1.2   Elect Director Raymond L. Bank          For       For          Management
1.3   Elect Director C. Ronald Blankenship    For       For          Management
1.4   Elect Director A.R. Carpenter           For       For          Management
1.5   Elect Director J. Dix Druce, Jr.        For       For          Management
1.6   Elect Director Mary Lou Fiala           For       For          Management
1.7   Elect Director Bruce M. Johnson         For       For          Management
1.8   Elect Director Douglas S. Luke          For       For          Management
1.9   Elect Director David P. O'Connor        For       For          Management
1.10  Elect Director John C. Schweitzer       For       For          Management
1.11  Elect Director Brian M. Smith           For       For          Management
1.12  Elect Director Thomas G. Wattles        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SENIOR HOUSING PROPERTIES TRUST

Ticker:       SNH            Security ID:  81721M109
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  FEB 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director  Jeffrey P. Somers       For       For          Management
2.1   Elect Director Barry M. Portnoy         For       For          Management
3     Approve Restricted Stock Plan           For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify Auditors                         For       For          Management


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

SIMON PROPERTY GROUP, INC.

Ticker:       SPG            Security ID:  828806109
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Melvyn E. Bergstein      For       For          Management
2     Elect Director Larry C. Glasscock       For       For          Management
3     Elect Director Karen N. Horn            For       For          Management
4     Elect Director Allan Hubbard            For       For          Management
5     Elect Director Reuben S. Leibowitz      For       For          Management
6     Elect Director Daniel C. Smith          For       For          Management
7     Elect Director J. Albert Smith, Jr.     For       For          Management
8     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
9     Ratify Auditors                         For       For          Management
10    Amend Omnibus Stock Plan                For       Against      Management


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

SL GREEN REALTY CORP.

Ticker:       SLG            Security ID:  78440X101
Meeting Date: JUN 19, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John H. Alschuler, Jr.   For       For          Management
1.2   Elect Director Stephen L. Green         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SUNSTONE HOTEL INVESTORS, INC.

Ticker:       SHO            Security ID:  867892101
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew Batinovich        For       For          Management
1.2   Elect Director Z. Jamie Behar           For       For          Management
1.3   Elect Director Kenneth E. Cruse         For       For          Management
1.4   Elect Director Thomas A. Lewis, Jr.     For       For          Management
1.5   Elect Director Keith M. Locker          For       For          Management
1.6   Elect Director Douglas M. Pasquale      For       For          Management
1.7   Elect Director Keith P. Russell         For       For          Management
1.8   Elect Director Lewis N. Wolff           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TANGER FACTORY OUTLET CENTERS, INC.

Ticker:       SKT            Security ID:  875465106
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jack Africk              For       For          Management
1.2   Elect Director Steven B. Tanger         For       For          Management
1.3   Elect Director William G. Benton        For       For          Management
1.4   Elect Director Bridget Ryan Berman      For       For          Management
1.5   Elect Director Donald G. Drapkin        For       For          Management
1.6   Elect Director Thomas J. Reddin         For       For          Management
1.7   Elect Director Thomas E. Robinson       For       For          Management
1.8   Elect Director Allan L. Schuman         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE MACERICH COMPANY

Ticker:       MAC            Security ID:  554382101
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Douglas D. Abbey         For       For          Management
2     Elect Director Dana K. Anderson         For       For          Management
3     Elect Director Arthur M. Coppola        For       For          Management
4     Elect Director Edward C. Coppola        For       For          Management
5     Elect Director Fred S. Hubbell          For       For          Management
6     Elect Director Diana M. Laing           For       For          Management
7     Elect Director Stanley A. Moore         For       For          Management
8     Elect Director Mason G. Ross            For       For          Management
9     Elect Director William P. Sexton        For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UDR, INC.

Ticker:       UDR            Security ID:  902653104
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Katherine A. Cattanach   For       For          Management
1.2   Elect Director Eric J. Foss             For       For          Management
1.3   Elect Director Robert P. Freeman        For       For          Management
1.4   Elect Director Jon A. Grove             For       For          Management
1.5   Elect Director James D. Klingbeil       For       For          Management
1.6   Elect Director Lynne B. Sagalyn         For       For          Management
1.7   Elect Director Mark J. Sandler          For       For          Management
1.8   Elect Director Thomas W. Toomey         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

VENTAS, INC.

Ticker:       VTR            Security ID:  92276F100
Meeting Date: JUL 01, 2011   Meeting Type: Special
Record Date:  MAY 13, 2011

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


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

VENTAS, INC.

Ticker:       VTR            Security ID:  92276F100
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Debra A. Cafaro          For       For          Management
2     Elect Director Douglas Crocker, II      For       For          Management
3     Elect Director Ronald G. Geary          For       For          Management
4     Elect Director Jay M. Gellert           For       For          Management
5     Elect Director Richard I. Gilchrist     For       For          Management
6     Elect Director Matthew J. Lustig        For       For          Management
7     Elect Director Douglas M. Pasquale      For       For          Management
8     Elect Director Robert D. Reed           For       For          Management
9     Elect Director Sheli Z. Rosenberg       For       For          Management
10    Elect Director Glenn J. Rufrano         For       For          Management
11    Elect Director James D. Shelton         For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
14    Approve Omnibus Stock Plan              For       For          Management


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

VORNADO REALTY TRUST

Ticker:       VNO            Security ID:  929042109
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven Roth              For       Withhold     Management
1.2   Elect Director Michael D. Fascitelli    For       Withhold     Management
1.3   Elect Director Russell B. Wight, Jr.    For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
5     Declassify the Board of Directors       Against   For          Shareholder




================= Undiscovered Managers Behavioral Growth Fund =================


AEROPOSTALE, INC.

Ticker:       ARO            Security ID:  007865108
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald R. Beegle         For       For          Management
1.2   Elect Director Robert B. Chavez         For       For          Management
1.3   Elect Director Michael J. Cunningham    For       For          Management
1.4   Elect Director Evelyn Dilsaver          For       For          Management
1.5   Elect Director Janet E. Grove           For       For          Management
1.6   Elect Director John N. Haugh            For       For          Management
1.7   Elect Director Karin Hirtler-Garvey     For       For          Management
1.8   Elect Director John D. Howard           For       For          Management
1.9   Elect Director Thomas P. Johnson        For       For          Management
1.10  Elect Director Arthur Rubinfeld         For       For          Management
1.11  Elect Director David B. Vermylen        For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

ALIGN TECHNOLOGY, INC.

Ticker:       ALGN           Security ID:  016255101
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David E. Collins         For       For          Management
1.2   Elect Director Joseph Lacob             For       For          Management
1.3   Elect Director C. Raymond Larkin, Jr.   For       For          Management
1.4   Elect Director George J. Morrow         For       For          Management
1.5   Elect Director David C. Nagel           For       For          Management
1.6   Elect Director Thomas M. Prescott       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


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

ALKERMES, INC.

Ticker:       ALKS           Security ID:  01642T108
Meeting Date: SEP 08, 2011   Meeting Type: Special
Record Date:  AUG 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Approve Creation of Distributable       For       For          Management
      Reserves
3     Adjourn Meeting                         For       For          Management


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

AMERISTAR CASINOS, INC.

Ticker:       ASCA           Security ID:  03070Q101
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  MAY 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas M. Steinbauer     For       For          Management
1.2   Elect Director Leslie Nathanson Juris   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

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


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

BEBE STORES, INC.

Ticker:       BEBE           Security ID:  075571109
Meeting Date: NOV 10, 2011   Meeting Type: Annual
Record Date:  SEP 26, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Manny Mashouf            For       For          Management
1.2   Elect Director Barbara Bass             For       For          Management
1.3   Elect Director Cynthia Cohen            For       For          Management
1.4   Elect Director Corrado Federico         For       For          Management
1.5   Elect Director Caden Wang               For       For          Management
2     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

BROADSOFT, INC.

Ticker:       BSFT           Security ID:  11133B409
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert P. Goodman        For       For          Management
1.2   Elect Director Douglas L. Maine         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

BRUNSWICK CORPORATION

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

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


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

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       Against      Management
      Stock Plan
10    Amend Non-Employee Director Omnibus     For       Against      Management
      Stock Plan
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


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

CALIX, INC.

Ticker:       CALX           Security ID:  13100M509
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael Ashby            For       For          Management
1.2   Elect Director Michael Flynn            For       For          Management
1.3   Elect Director Carl Russo               For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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

CEPHEID

Ticker:       CPHD           Security ID:  15670R107
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John L. Bishop           For       For          Management
1.2   Elect Director Thomas D. Brown          For       For          Management
1.3   Elect Director Dean O. Morton           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CEVA, INC.

Ticker:       CEVA           Security ID:  157210105
Meeting Date: MAY 14, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eliyahu Ayalon           For       For          Management
1.2   Elect Director Zvi Limon                For       For          Management
1.3   Elect Director Bruce A. Mann            For       For          Management
1.4   Elect Director Peter McManamon          For       For          Management
1.5   Elect Director Sven-Christer Nilsson    For       For          Management
1.6   Elect Director Louis Silver             For       For          Management
1.7   Elect Director Dan Tocatly              For       For          Management
1.8   Elect Director Gideon Wertheizer        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CLEAN HARBORS, INC.

Ticker:       CLH            Security ID:  184496107
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan S. McKim            For       For          Management
1.2   Elect Director Rod Marlin               For       Withhold     Management
1.3   Elect Director John T. Preston          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Ratify Auditors                         For       For          Management


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

COINSTAR, INC.

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

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


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

COLLECTIVE BRANDS, INC.

Ticker:       PSS            Security ID:  19421W100
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mylle H. Mangum          For       For          Management
1.2   Elect Director John F. McGovern         For       For          Management
1.3   Elect Director D. Scott Olivet          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Approve Omnibus Stock Plan              For       For          Management


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

DIAMOND FOODS, INC.

Ticker:       DMND           Security ID:  252603105
Meeting Date: OCT 27, 2011   Meeting Type: Special
Record Date:  SEP 22, 2011

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


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

ELIZABETH ARDEN, INC.

Ticker:       RDEN           Security ID:  28660G106
Meeting Date: NOV 09, 2011   Meeting Type: Annual
Record Date:  SEP 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director E. Scott Beattie         For       For          Management
2     Elect Director Fred Berens              For       For          Management
3     Elect Director Maura J. Clark           For       For          Management
4     Elect Director Richard C.W. Mauran      For       For          Management
5     Elect Director William M. Tatham        For       For          Management
6     Elect Director J. W. Nevil Thomas       For       For          Management
7     Elect Director A. Salman Amin           For       For          Management
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
9     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
10    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
11    Ratify Auditors                         For       For          Management


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

FEI COMPANY

Ticker:       FEIC           Security ID:  30241L109
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lawrence A. Bock         For       For          Management
1.2   Elect Director Arie Huijser             For       For          Management
1.3   Elect Director Don R. Kania             For       For          Management
1.4   Elect Director Thomas F. Kelly          For       For          Management
1.5   Elect Director Jan C. Lobbezoo          For       For          Management
1.6   Elect Director Gerhard H. Parker        For       For          Management
1.7   Elect Director James T. Richardson      For       For          Management
1.8   Elect Director Richard H. Wills         For       For          Management
1.9   Elect Director Homa Bahrami             For       For          Management
1.10  Elect Director Jami K. Nachtsheim       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GENESCO INC.

Ticker:       GCO            Security ID:  371532102
Meeting Date: JUN 27, 2012   Meeting Type: Annual
Record Date:  APR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James S. Beard           For       For          Management
1.2   Elect Director Leonard L. Berry         For       For          Management
1.3   Elect Director William F. Blaufuss, Jr. For       For          Management
1.4   Elect Director James W. Bradford        For       For          Management
1.5   Elect Director Robert J. Dennis         For       For          Management
1.6   Elect Director Matthew C. Diamond       For       For          Management
1.7   Elect Director Marty G. Dickens         For       For          Management
1.8   Elect Director Thurgood Marshall, Jr.   For       For          Management
1.9   Elect Director Kathleen Mason           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

GNC HOLDINGS, INC.

Ticker:       GNC            Security ID:  36191G107
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew Claerhout         For       Withhold     Management
1.2   Elect Director David B. Kaplan          For       Withhold     Management
1.3   Elect Director Amy B. Lane              For       For          Management
1.4   Elect Director Richard J. Wallace       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


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

GT ADVANCED TECHNOLOGIES INC

Ticker:       GTAT           Security ID:  3623E0209
Meeting Date: AUG 24, 2011   Meeting Type: Annual
Record Date:  JUN 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Michal Conaway        For       For          Management
1.2   Elect Director Ernest L. Godshalk       For       For          Management
1.3   Elect Director Thomas Gutierrez         For       For          Management
1.4   Elect Director Mathew E. Massengill     For       For          Management
1.5   Elect Director Mary Petrovich           For       For          Management
1.6   Elect Director Robert E. Switz          For       For          Management
1.7   Elect Director Noel G. Watson           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
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

HORNBECK OFFSHORE SERVICES, INC.

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

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


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

IAC/INTERACTIVECORP

Ticker:       IACI           Security ID:  44919P508
Meeting Date: JUN 20, 2012   Meeting Type: Annual
Record Date:  APR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory R. Blatt         For       For          Management
1.2   Elect Director Edgar Bronfman, Jr.      For       For          Management
1.3   Elect Director Chelsea Clinton          For       For          Management
1.4   Elect Director Sonali De Rycker         For       For          Management
1.5   Elect Director Barry Diller             For       For          Management
1.6   Elect Director Michael D. Eisner        For       For          Management
1.7   Elect Director Victor A. Kaufman        For       For          Management
1.8   Elect Director Donald R. Keough         For       For          Management
1.9   Elect Director Bryan Lourd              For       For          Management
1.10  Elect Director Arthur C. Martinez       For       For          Management
1.11  Elect Director David Rosenblatt         For       For          Management
1.12  Elect Director Alan G. Spoon            For       For          Management
1.13  Elect Director Alexander von            For       For          Management
      Furstenberg
1.14  Elect Director Richard F. Zannino       For       For          Management
2     Ratify Auditors                         For       For          Management


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

INFINERA CORPORATION

Ticker:       INFN           Security ID:  45667G103
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dan Maydan               For       For          Management
1.2   Elect Director Paul J. Milbury          For       For          Management
1.3   Elect Director David F. Welch           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

OMNIVISION TECHNOLOGIES, INC.

Ticker:       OVTI           Security ID:  682128103
Meeting Date: SEP 29, 2011   Meeting Type: Annual
Record Date:  AUG 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Wen-Liang William Hsu    For       For          Management
1.2   Elect Director Henry Yang               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
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

PIONEER DRILLING COMPANY

Ticker:       PDC            Security ID:  723655106
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Wm. Stacy Locke          For       For          Management
1.2   Elect Director C. John Thompson         For       For          Management
2     Change Company Name                     For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management


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

SALIX PHARMACEUTICALS, LTD.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Chappell         For       For          Management
1.2   Elect Director Thomas W. D'Alonzo       For       For          Management
1.3   Elect Director William P. Keane         For       For          Management
1.4   Elect Director Carolyn J. Logan         For       For          Management
1.5   Elect Director Mark A. Sirgo            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management


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

SILICON GRAPHICS INTERNATIONAL CORP.

Ticker:       SGI            Security ID:  82706L108
Meeting Date: DEC 02, 2011   Meeting Type: Annual
Record Date:  OCT 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark J. Barrenechea      For       For          Management
1.2   Elect Director Michael W. Hagee         For       For          Management
1.3   Elect Director Charles M. Boesenberg    For       For          Management
1.4   Elect Director Gary A. Griffiths        For       For          Management
1.5   Elect Director Hagi Schwartz            For       For          Management
1.6   Elect Director Ronald D. Verdoorn       For       For          Management
1.7   Elect Director Douglas R. King          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
5     Amend Omnibus Stock Plan                For       For          Management
6     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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

SIX FLAGS ENTERTAINMENT CORPORATION

Ticker:       SIX            Security ID:  83001A102
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John W. Baker            For       For          Management
1.2   Elect Director Kurt M. Cellar           For       For          Management
1.3   Elect Director Charles A. Koppelman     For       For          Management
1.4   Elect Director Jon L. Luther            For       For          Management
1.5   Elect Director Usman Nabi               For       For          Management
1.6   Elect Director Stephen D. Owens         For       For          Management
1.7   Elect Director James Reid-Anderson      For       For          Management
1.8   Elect Director Richard W. Roedel        For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Ratify Auditors                         For       For          Management


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

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


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

SOURCEFIRE, INC.

Ticker:       FIRE           Security ID:  83616T108
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael Cristinziano     For       For          Management
1.2   Elect Director Charles E. Peters, Jr.   For       For          Management
1.3   Elect Director Steven R. Polk           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

TAKE-TWO INTERACTIVE SOFTWARE, INC.

Ticker:       TTWO           Security ID:  874054109
Meeting Date: SEP 26, 2011   Meeting Type: Annual
Record Date:  JUL 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Strauss Zelnick          For       For          Management
1.2   Elect Director Robert A. Bowman         For       For          Management
1.3   Elect Director SungHwan Cho             For       For          Management
1.4   Elect Director Michael Dornemann        For       For          Management
1.5   Elect Director Brett Icahn              For       For          Management
1.6   Elect Director J Moses                  For       For          Management
1.7   Elect Director James L. Nelson          For       For          Management
1.8   Elect Director Michael Sheresky         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Approve Management Agreement            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
6     Ratify Auditors                         For       For          Management


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

THE MEN'S WEARHOUSE, INC.

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

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


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

TITAN INTERNATIONAL, INC.

Ticker:       TWI            Security ID:  88830M102
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Erwin H. Billig          For       For          Management
1.2   Elect Director Anthony L. Soave         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 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


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

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


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

UNISYS CORPORATION

Ticker:       UIS            Security ID:  909214306
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director J. Edward Coleman        For       For          Management
2     Elect Director Alison Davis             For       For          Management
3     Elect Director Nathaniel A. Davis       For       For          Management
4     Elect Director James J. Duderstadt      For       For          Management
5     Elect Director Henry C. Duques          For       For          Management
6     Elect Director Matthew J. Espe          For       For          Management
7     Elect Director Denise K. Fletcher       For       For          Management
8     Elect Director Leslie F. Kenne          For       For          Management
9     Elect Director Lee D. Roberts           For       For          Management
10    Elect Director Paul E. Weaver           For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

VALUECLICK, INC.

Ticker:       VCLK           Security ID:  92046N102
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James R. Zarley          For       For          Management
1.2   Elect Director David S. Buzby           For       For          Management
1.3   Elect Director Martin T. Hart           For       For          Management
1.4   Elect Director Jeffrey F. Rayport       For       For          Management
1.5   Elect Director James R. Peters          For       For          Management
1.6   Elect Director James A. Crouthamel      For       For          Management
1.7   Elect Director John Giuliani            For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation




================= Undiscovered Managers Behavioral Value Fund ==================


ACI WORLDWIDE, INC.

Ticker:       ACIW           Security ID:  004498101
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John D. Curtis           For       For          Management
1.2   Elect Director Philip G. Heasley        For       For          Management
1.3   Elect Director James C. McGroddy        For       For          Management
1.4   Elect Director Harlan F. Seymour        For       For          Management
1.5   Elect Director John M. Shay, Jr.        For       For          Management
1.6   Elect Director John E. Stokely          For       For          Management
1.7   Elect Director Jan H. Suwinski          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


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

AEROPOSTALE, INC.

Ticker:       ARO            Security ID:  007865108
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald R. Beegle         For       For          Management
1.2   Elect Director Robert B. Chavez         For       For          Management
1.3   Elect Director Michael J. Cunningham    For       For          Management
1.4   Elect Director Evelyn Dilsaver          For       For          Management
1.5   Elect Director Janet E. Grove           For       For          Management
1.6   Elect Director John N. Haugh            For       For          Management
1.7   Elect Director Karin Hirtler-Garvey     For       For          Management
1.8   Elect Director John D. Howard           For       For          Management
1.9   Elect Director Thomas P. Johnson        For       For          Management
1.10  Elect Director Arthur Rubinfeld         For       For          Management
1.11  Elect Director David B. Vermylen        For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

APOLLO COMMERCIAL REAL ESTATE FINANCE, INC.

Ticker:       ARI            Security ID:  03762U105
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Douglas D. Abbey         For       For          Management
1.2   Elect Director Joseph F. Azrack         For       For          Management
1.3   Elect Director Mark C. Biderman         For       For          Management
1.4   Elect Director Alice Connell            For       For          Management
1.5   Elect Director Eric L. Press            For       For          Management
1.6   Elect Director Michael E. Salvati       For       For          Management
1.7   Elect Director Stuart A. Rothstein      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

APOLLO INVESTMENT CORPORATION

Ticker:       AINV           Security ID:  03761U106
Meeting Date: AUG 02, 2011   Meeting Type: Annual
Record Date:  JUN 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank C. Puleo           For       For          Management
1.2   Elect Director Carl Spielvogel          For       For          Management
1.3   Elect Director Jeanette Loeb            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Sale of Common Shares Below     For       For          Management
      Net Asset Value


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

BANNER CORPORATION

Ticker:       BANR           Security ID:  06652V208
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gordon E. Budke          For       For          Management
1.2   Elect Director Constance H. Kravas      For       For          Management
1.3   Elect Director John R. Layman           For       For          Management
1.4   Elect Director Michael M. Smith         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Approve Restricted Stock Plan           For       Against      Management


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

BBCN BANCORP INC.

Ticker:       BBCN           Security ID:  073295107
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven D. Broidy         For       For          Management
1.2   Elect Director Louis M. Cosso           For       For          Management
1.3   Elect Director Jin Chul Jhung           For       For          Management
1.4   Elect Director Alvin D. Kang            For       For          Management
1.5   Elect Director Chang Hwi Kim            For       For          Management
1.6   Elect Director Kevin S. Kim             For       For          Management
1.7   Elect Director Peter Y. S. Kim          For       For          Management
1.8   Elect Director Sang Hoon Kim            For       For          Management
1.9   Elect Director Chung Hyun Lee           For       For          Management
1.10  Elect Director Jesun Paik               For       For          Management
1.11  Elect Director Hyon Man Park (John H.   For       For          Management
      Park)
1.12  Elect Director Ki Suh Park              For       For          Management
1.13  Elect Director Scott Yoon-suk Whang     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adjourn Meeting                         For       For          Management


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

BE AEROSPACE, INC.

Ticker:       BEAV           Security ID:  073302101
Meeting Date: JUL 26, 2011   Meeting Type: Annual
Record Date:  JUN 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Khoury         For       For          Management
1.2   Elect Director Jonathan M. Schofield    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Ratify Auditors                         For       For          Management


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

BROADRIDGE FINANCIAL SOLUTIONS, INC.

Ticker:       BR             Security ID:  11133T103
Meeting Date: NOV 16, 2011   Meeting Type: Annual
Record Date:  SEP 23, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Leslie A. Brun           For       For          Management
2     Elect Director Richard J. Daly          For       For          Management
3     Elect Director Robert N. Duelks         For       For          Management
4     Elect Director Richard J. Haviland      For       For          Management
5     Elect Director Sandra S. Jaffee         For       For          Management
6     Elect Director Alexandra Lebenthal      For       For          Management
7     Elect Director Stuart R. Levine         For       For          Management
8     Elect Director Thomas J. Perna          For       For          Management
9     Elect Director Alan J. Weber            For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

CAPLEASE, INC.

Ticker:       LSE            Security ID:  140288101
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul H. McDowell         For       For          Management
1.2   Elect Director William R. Pollert       For       For          Management
1.3   Elect Director Michael E. Gagliardi     For       For          Management
1.4   Elect Director Catherine F. Long        For       For          Management
1.5   Elect Director Jeffrey F. Rogatz        For       For          Management
1.6   Elect Director Howard A. Silver         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

CEC ENTERTAINMENT, INC.

Ticker:       CEC            Security ID:  125137109
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard M. Frank         For       For          Management
1.2   Elect Director Tommy Franks             For       For          Management
1.3   Elect Director Tim T. Morris            For       For          Management
1.4   Elect Director  Louis P. Neeb           For       For          Management
1.5   Elect Director Cynthia Pharr Lee        For       For          Management
1.6   Elect Director Raymond E. Wooldridge    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Amend Restricted Stock Plan             For       For          Management
5     Ratify Auditors                         For       For          Management


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

CELANESE CORPORATION

Ticker:       CE             Security ID:  150870103
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James E. Barlett         For       For          Management
2     Elect Director David F. Hoffmeister     For       For          Management
3     Elect Director Paul H. O'Neill          For       For          Management
4     Elect Director Jay V. Ihlenfeld         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Amend Omnibus Stock Plan                For       For          Management
7     Ratify Auditors                         For       For          Management


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

CHATHAM LODGING TRUST

Ticker:       CLDT           Security ID:  16208T102
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey H. Fisher        For       For          Management
1.2   Elect Director Miles Berger             For       For          Management
1.3   Elect Director Thomas J. Crocker        For       For          Management
1.4   Elect Director Jack P. DeBoer           For       For          Management
1.5   Elect Director Glen R. Gilbert          For       For          Management
1.6   Elect Director C. Gerald Goldsmith      For       For          Management
1.7   Elect Director Robert Perlmutter        For       For          Management
1.8   Elect Director Rolf E. Ruhfus           For       For          Management
1.9   Elect Director Joel F. Zemans           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

CHIQUITA BRANDS INTERNATIONAL, INC.

Ticker:       CQB            Security ID:  170032809
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Fernando Aguirre         For       For          Management
1.2   Elect Director Kerrii B. Anderson       For       For          Management
1.3   Elect Director Howard W. Barker, Jr.    For       For          Management
1.4   Elect Director William H. Camp          For       For          Management
1.5   Elect Director Clare M. Hasler-Lewis    For       For          Management
1.6   Elect Director Jaime Serra              For       For          Management
1.7   Elect Director Jeffrey N. Simmons       For       For          Management
1.8   Elect Director Steven P. Stanbrook      For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

CNO FINANCIAL GROUP, INC.

Ticker:       CNO            Security ID:  12621E103
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edward J. Bonach         For       For          Management
2     Elect Director Ellyn L. Brown           For       For          Management
3     Elect Director Robert C. Greving        For       For          Management
4     Elect Director R. Keith Long            For       For          Management
5     Elect Director Charles W. Murphy        For       For          Management
6     Elect Director Neal C. Schneider        For       For          Management
7     Elect Director Frederick J. Sievert     For       For          Management
8     Elect Director Michael T. Tokarz        For       For          Management
9     Elect Director John G. Turner           For       For          Management
10    Amend NOL Rights Plan (NOL Pill)        For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

COLONY FINANCIAL, INC.

Ticker:       CLNY           Security ID:  19624R106
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas J. Barrack, Jr.   For       For          Management
1.2   Elect Director Richard B. Saltzman      For       For          Management
1.3   Elect Director George G. C. Parker      For       For          Management
1.4   Elect Director John A. Somers           For       For          Management
1.5   Elect Director John L. Steffens         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

COLUMBIA SPORTSWEAR COMPANY

Ticker:       COLM           Security ID:  198516106
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gertrude Boyle           For       For          Management
1.2   Elect Director Timothy P. Boyle         For       For          Management
1.3   Elect Director Sarah A. Bany            For       For          Management
1.4   Elect Director Murrey R. Albers         For       For          Management
1.5   Elect Director Stephen E. Babson        For       For          Management
1.6   Elect Director Andy D. Bryant           For       For          Management
1.7   Elect Director Edward S. George         For       For          Management
1.8   Elect Director Walter T. Klenz          For       For          Management
1.9   Elect Director Ronald E. Nelson         For       For          Management
1.10  Elect Director John W. Stanton          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


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

COMMERCIAL METALS COMPANY

Ticker:       CMC            Security ID:  201723103
Meeting Date: FEB 03, 2012   Meeting Type: Annual
Record Date:  DEC 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold L. Adams          For       For          Management
1.2   Elect Director Joseph Alvarado          For       For          Management
1.3   Elect DirectorAnthony A. Massaro        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Redeem Outstanding Rights under Rights  Against   For          Shareholder
      Agreement
6     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote
7     Repeal Bylaws Amendments Adopted prior  Against   Against      Shareholder
      to October 18, 2011


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

CONVERGYS CORPORATION

Ticker:       CVG            Security ID:  212485106
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Barrett          For       For          Management
1.2   Elect Director Jeffrey H. Fox           For       For          Management
1.3   Elect Director Joseph E. Gibbs          For       For          Management
1.4   Elect Director Joan E. Herman           For       For          Management
1.5   Elect Director Ronald L. Nelson         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

DREAMWORKS ANIMATION SKG, INC.

Ticker:       DWA            Security ID:  26153C103
Meeting Date: MAY 29, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey Katzenberg       For       Withhold     Management
1.2   Elect Director Roger A. Enrico          For       Withhold     Management
1.3   Elect Director Lewis W. Coleman         For       For          Management
1.4   Elect Director Harry Brittenham         For       For          Management
1.5   Elect Director Thomas E. Freston        For       Withhold     Management
1.6   Elect Director Mellody Hobson           For       For          Management
1.7   Elect Director Michael Montgomery       For       For          Management
1.8   Elect Director Nathan Myhrvold          For       For          Management
1.9   Elect Director Richard Sherman          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

DYCOM INDUSTRIES, INC.

Ticker:       DY             Security ID:  267475101
Meeting Date: NOV 22, 2011   Meeting Type: Annual
Record Date:  OCT 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles B. Coe           For       For          Management
1.2   Elect Director Dwight B. Duke           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


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

ENERSYS

Ticker:       ENS            Security ID:  29275Y102
Meeting Date: AUG 04, 2011   Meeting Type: Annual
Record Date:  JUN 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Seifi Ghasemi            For       For          Management
1.2   Elect Director John F. Lehman           For       For          Management
1.3   Elect Director Dennis S. Marlo          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
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

FIRST CALIFORNIA FINANCIAL GROUP, INC.

Ticker:       FCAL           Security ID:  319395109
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard D. Aldridge      For       For          Management
1.2   Elect Director Donald E. Benson         For       For          Management
1.3   Elect Director John W. Birchfield       For       For          Management
1.4   Elect Director Joseph N. Cohen          For       For          Management
1.5   Elect Director Robert E. Gipson         For       For          Management
1.6   Elect Director Antoinette T. Hubenette  For       For          Management
1.7   Elect Director C. G. Kum                For       For          Management
1.8   Elect Director Thomas Tignino           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

FIRST HORIZON NATIONAL CORPORATION

Ticker:       FHN            Security ID:  320517105
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert B. Carter         For       For          Management
2     Elect Director John C. Compton          For       For          Management
3     Elect Director Mark A. Emkes            For       For          Management
4     Elect Director Vicky B. Gregg           For       For          Management
5     Elect Director James A. Haslam, III     For       For          Management
6     Elect Director D. Bryan Jordan          For       For          Management
7     Elect Director R. Brad Martin           For       For          Management
8     Elect Director Scott M. Niswonger       For       For          Management
9     Elect Director Vicki R. Palmer          For       For          Management
10    Elect Director Colin V. Reed            For       For          Management
11    Elect Director Luke Yancy, III          For       For          Management
12    Amend Omnibus Stock Plan                For       For          Management
13    Amend Executive Incentive Bonus Plan    For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Ratify Auditors                         For       For          Management


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

FRANKLIN STREET PROPERTIES CORP.

Ticker:       FSP            Security ID:  35471R106
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John N. Burke            For       For          Management
1.2   Elect Director Barbara J. Fournier      For       Withhold     Management
1.3   Elect Director Barry Silverstein        For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

HARMONIC INC.

Ticker:       HLIT           Security ID:  413160102
Meeting Date: JUN 27, 2012   Meeting Type: Annual
Record Date:  MAY 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Patrick J. Harshman      For       For          Management
1.2   Elect Director Lewis Solomon            For       For          Management
1.3   Elect Director Harold Covert            For       For          Management
1.4   Elect Director Patrick Gallagher        For       For          Management
1.5   Elect Director E. Floyd Kvamme          For       For          Management
1.6   Elect Director William F. Reddersen     For       For          Management
1.7   Elect Director Susan G. Swenson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
5     Ratify Auditors                         For       For          Management


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

HEALTH MANAGEMENT ASSOCIATES, INC.

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

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


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

HEALTH NET, INC.

Ticker:       HNT            Security ID:  42222G108
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Anne Citrino        For       For          Management
2     Elect Director Theodore F. Craver, Jr.  For       For          Management
3     Elect Director Vicki B. Escarra         For       For          Management
4     Elect Director Gale S. Fitzgerald       For       For          Management
5     Elect Director Patrick Foley            For       For          Management
6     Elect Director Jay M. Gellert           For       For          Management
7     Elect Director Roger F. Greaves         For       For          Management
8     Elect Director Bruce G. Willison        For       For          Management
9     Elect Director Frederick C. Yeager      For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

INLAND REAL ESTATE CORPORATION

Ticker:       IRC            Security ID:  457461200
Meeting Date: JUN 27, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas P. D'Arcy         For       For          Management
2     Elect Director Daniel L. Goodwin        For       For          Management
3     Elect Director Joel G. Herter           For       For          Management
4     Elect Director Heidi N. Lawton          For       For          Management
5     Elect Director Thomas H. McAuley        For       For          Management
6     Elect Director Thomas R. McWilliams     For       For          Management
7     Elect Director Joel D. Simmons          For       For          Management
8     Ratify Auditors                         For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Increase Authorized Preferred Stock     For       For          Management


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

INVESTMENT TECHNOLOGY GROUP, INC.

Ticker:       ITG            Security ID:  46145F105
Meeting Date: JUN 12, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. William Burdett       For       For          Management
1.2   Elect Director Minder Cheng             For       For          Management
1.3   Elect Director Christopher V. Dodds     For       For          Management
1.4   Elect Director Robert C. Gasser         For       For          Management
1.5   Elect Director Timothy L. Jones         For       For          Management
1.6   Elect Director Kevin J. P. O'Hara       For       For          Management
1.7   Elect Director Maureen O'Hara           For       For          Management
1.8   Elect Director Steven S. Wood           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

INVESTORS BANCORP, INC.

Ticker:       ISBC           Security ID:  46146P102
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert M. Cashill        For       Withhold     Management
1.2   Elect Director Brian D. Dittenhafer     For       For          Management
1.3   Elect Director Kevin Cummings           For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

JANUS CAPITAL GROUP INC.

Ticker:       JNS            Security ID:  47102X105
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2     Elect Director Timothy K. Armour        For       For          Management
3     Elect Director J. Richard Fredericks    For       For          Management
4     Elect Director Lawrence E. Kochard      For       For          Management
5     Ratify Auditors                         For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
8     Require Independent Board Chairman      Against   For          Shareholder


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

KNIGHT CAPITAL GROUP, INC.

Ticker:       KCG            Security ID:  499005106
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William L. Bolster       For       For          Management
2     Elect Director Thomas M. Joyce          For       For          Management
3     Elect Director James W. Lewis           For       For          Management
4     Elect Director James T. Milde           For       For          Management
5     Elect Director Christopher C. Quick     For       For          Management
6     Elect Director Daniel F. Schmitt        For       For          Management
7     Elect Director Laurie M. Shahon         For       For          Management
8     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
9     Ratify Auditors                         For       For          Management
10    Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder


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

LENDER PROCESSING SERVICES, INC.

Ticker:       LPS            Security ID:  52602E102
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David K. Hunt            For       For          Management
1.2   Elect Director James K. Hunt            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

MCMORAN EXPLORATION CO.

Ticker:       MMR            Security ID:  582411104
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Adkerson      For       For          Management
1.2   Elect Director A. Peyton Bush, III      For       For          Management
1.3   Elect Director William P. Carmichael    For       For          Management
1.4   Elect Director Robert A. Day            For       For          Management
1.5   Elect Director James C. Flores          For       For          Management
1.6   Elect Director Gerald J. Ford           For       For          Management
1.7   Elect Director H. Devon Graham, Jr.     For       For          Management
1.8   Elect Director Suzanne T. Mestayer      For       For          Management
1.9   Elect Director James R. Moffett         For       For          Management
1.10  Elect Director B. M. Rankin, Jr.        For       For          Management
1.11  Elect Director John F.Wombwell          For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

MERCANTILE BANK CORPORATION

Ticker:       MBWM           Security ID:  587376104
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kirk J. Agerson          For       For          Management
1.2   Elect Director David M. Cassard         For       For          Management
1.3   Elect Director Edward J. Clark          For       For          Management
1.4   Elect Director John F. Donnelly         For       For          Management
1.5   Elect Director Michael D. Faas          For       For          Management
1.6   Elect Director Doyle A. Hayes           For       For          Management
1.7   Elect Director Susan K. Jones           For       For          Management
1.8   Elect Director Robert B. Kaminski, Jr.  For       For          Management
1.9   Elect Director Lawrence W. Larsen       For       For          Management
1.10  Elect Director Calvin D. Murdock        For       For          Management
1.11  Elect Director Michael H. Price         For       For          Management
1.12  Elect Director Timothy O. Schad         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MTS SYSTEMS CORPORATION

Ticker:       MTSC           Security ID:  553777103
Meeting Date: FEB 08, 2012   Meeting Type: Annual
Record Date:  DEC 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David J. Anderson        For       For          Management
1.2   Elect Director Jean-Lou Chameau         For       For          Management
1.3   Elect Director Brendan C. Hegarty       For       For          Management
1.4   Elect Director Emily M. Liggett         For       For          Management
1.5   Elect Director William V. Murray        For       For          Management
1.6   Elect Director Barb J. Samardzich       For       For          Management
1.7   Elect Director Gail P. Steinel          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NARA BANCORP, INC.

Ticker:       NARA           Security ID:  63080P105
Meeting Date: SEP 21, 2011   Meeting Type: Annual
Record Date:  AUG 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Acquisition                     For       For          Management
2.1   Elect Director Steven D. Broidy         For       For          Management
2.2   Elect Director Louis M. Cosso           For       For          Management
2.3   Elect Director Alvin D. Kang            For       For          Management
2.4   Elect Director Jesun Paik               For       For          Management
2.5   Elect Director Hyon Man Park            For       For          Management
2.6   Elect Director Ki Suh Park              For       Withhold     Management
2.7   Elect Director Scott Yoon-Suk Whang     For       For          Management
3     Increase Authorized Common Stock        For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Adjourn Meeting                         For       For          Management


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

P. H. GLATFELTER COMPANY

Ticker:       GLT            Security ID:  377316104
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kathleen A. Dahlberg     For       For          Management
1.2   Elect Director Nicholas DeBenedictis    For       For          Management
1.3   Elect Director Kevin M. Fogarty         For       For          Management
1.4   Elect Director J. Robert Hall           For       For          Management
1.5   Elect Director Richard C. III           For       For          Management
1.6   Elect Director Ronald J. Naples         For       For          Management
1.7   Elect Director Dante C. Parrini         For       For          Management
1.8   Elect Director Richard L. Smoot         For       For          Management
1.9   Elect Director Lee C. Stewart           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PAR PHARMACEUTICAL COMPANIES, INC.

Ticker:       PRX            Security ID:  69888P106
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter S. Knight          For       For          Management
1.2   Elect Director Thomas P. Rice           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


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

PHARMERICA CORPORATION

Ticker:       PMC            Security ID:  71714F104
Meeting Date: JUN 12, 2012   Meeting Type: Annual
Record Date:  APR 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory S. Weishar       For       For          Management
1.2   Elect Director W. Robert Dahl, Jr.      For       For          Management
1.3   Elect Director Frank E. Collins         For       For          Management
1.4   Elect Director Thomas P. Mac Mahon      For       For          Management
1.5   Elect Director Marjorie W. Dorr         For       For          Management
1.6   Elect Director Thomas P. Gerrity        For       For          Management
1.7   Elect Director Robert A. Oakley         For       For          Management
1.8   Elect Director Geoffrey G. Meyers       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PIONEER DRILLING COMPANY

Ticker:       PDC            Security ID:  723655106
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Wm. Stacy Locke          For       For          Management
1.2   Elect Director C. John Thompson         For       For          Management
2     Change Company Name                     For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management


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

PRESIDENTIAL LIFE CORPORATION

Ticker:       PLFE           Security ID:  740884101
Meeting Date: AUG 24, 2011   Meeting Type: Annual
Record Date:  JUL 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald L. Barnes         For       For          Management
1.2   Elect Director Dominic F. D'Adamo       For       For          Management
1.3   Elect Director William A. DeMilt        For       For          Management
1.4   Elect Director Ross B. Levin            For       For          Management
1.5   Elect Director John D. McMahon          For       For          Management
1.6   Elect Director Lawrence Read            For       For          Management
1.7   Elect Director Lawrence Rivkin          For       For          Management
1.8   Elect Director Stanley Rubin            For       For          Management
1.9   Elect Director Frank A. Shepard         For       For          Management
1.10  Elect Director William M. Trust, Jr.    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


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

PRESTIGE BRANDS HOLDINGS, INC.

Ticker:       PBH            Security ID:  74112D101
Meeting Date: AUG 02, 2011   Meeting Type: Annual
Record Date:  JUN 17, 2011

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


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

PRESTIGE BRANDS HOLDINGS, INC.

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

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


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

PRIVATEBANCORP, INC.

Ticker:       PVTB           Security ID:  742962103
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Norman R. Bobins         For       For          Management
1.2   Elect Director James B. Nicholson       For       For          Management
1.3   Elect Director Alejandro Silva          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

RSC HOLDINGS INC.

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

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


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

RTI INTERNATIONAL METALS, INC.

Ticker:       RTI            Security ID:  74973W107
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel I. Booker         For       For          Management
1.2   Elect Director Ronald L. Gallatin       For       For          Management
1.3   Elect Director Charles C. Gedeon        For       For          Management
1.4   Elect Director Robert M. Hernandez      For       For          Management
1.5   Elect Director Dawne S. Hickton         For       For          Management
1.6   Elect Director Edith E. Holiday         For       For          Management
1.7   Elect Director Rokus L. van Iperen      For       For          Management
1.8   Elect Director Bryan T. Moss            For       For          Management
1.9   Elect Director James A. Williams        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

STANCORP FINANCIAL GROUP, INC.

Ticker:       SFG            Security ID:  852891100
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Virginia L. Anderson     For       For          Management
2     Elect Director Stanley R. Fallis        For       For          Management
3     Elect Director Eric E. Parsons          For       For          Management
4     Ratify Auditors                         For       For          Management
5     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
6     Amend Executive Incentive Bonus Plan    For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

STARWOOD PROPERTY TRUST, INC.

Ticker:       STWD           Security ID:  85571B105
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard D. Bronson       For       For          Management
1.2   Elect Director Jeffrey F. DiModica      For       For          Management
1.3   Elect Director Jeffrey G. Dishner       For       For          Management
1.4   Elect Director Camille J. Douglas       For       For          Management
1.5   Elect Director Boyd W. Fellows          For       For          Management
1.6   Elect Director Barry S. Sternlicht      For       For          Management
1.7   Elect Director Strauss Zelnick          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SUNSTONE HOTEL INVESTORS, INC.

Ticker:       SHO            Security ID:  867892101
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew Batinovich        For       For          Management
1.2   Elect Director Z. Jamie Behar           For       For          Management
1.3   Elect Director Kenneth E. Cruse         For       For          Management
1.4   Elect Director Thomas A. Lewis, Jr.     For       For          Management
1.5   Elect Director Keith M. Locker          For       For          Management
1.6   Elect Director Douglas M. Pasquale      For       For          Management
1.7   Elect Director Keith P. Russell         For       For          Management
1.8   Elect Director Lewis N. Wolff           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SYKES ENTERPRISES, INCORPORATED

Ticker:       SYKE           Security ID:  871237103
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles E. Sykes         For       For          Management
1.2   Elect Director William J. Meurer        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Non-Employee Director Restricted  For       For          Management
      Stock Plan
4     Ratify Auditors                         For       For          Management


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

SYMETRA FINANCIAL CORPORATION

Ticker:       SYA            Security ID:  87151Q106
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sander M. Levy           For       For          Management
1.2   Elect Director Lowndes A. Smith         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

TEREX CORPORATION

Ticker:       TEX            Security ID:  880779103
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald M. De Feo         For       For          Management
1.2   Elect Director G. Chris Andersen        For       For          Management
1.3   Elect Director Paula H.J. Cholmondeley  For       For          Management
1.4   Elect Director Don DeFosset             For       For          Management
1.5   Elect Director Thomas J. Hansen         For       For          Management
1.6   Elect Director David A. Sachs           For       For          Management
1.7   Elect Director Oren G. Shaffer          For       For          Management
1.8   Elect Director David C. Wang            For       For          Management
1.9   Elect Director Scott W. Wine            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TESORO CORPORATION

Ticker:       TSO            Security ID:  881609101
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Rodney F. Chase          For       For          Management
2     Elect Director Gregory J. Goff          For       For          Management
3     Elect Director Robert W. Goldman        For       For          Management
4     Elect Director Steven H. Grapstein      For       For          Management
5     Elect Director David Lilley             For       For          Management
6     Elect Director J.W. Nokes               For       For          Management
7     Elect Director Susan Tomasky            For       For          Management
8     Elect Director Michael E. Wiley         For       For          Management
9     Elect Director Patrick Y. Yang          For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management


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

TETRA TECHNOLOGIES, INC.

Ticker:       TTI            Security ID:  88162F105
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas R. Bates, Jr.     For       For          Management
1.2   Elect Director Stuart M. Brightman      For       For          Management
1.3   Elect Director Paul D. Coombs           For       For          Management
1.4   Elect Director Ralph S. Cunningham      For       For          Management
1.5   Elect Director Tom H. Delimitros        For       For          Management
1.6   Elect Director Geoffrey M. Hertel       For       For          Management
1.7   Elect Director Kenneth P. Mitchell      For       For          Management
1.8   Elect Director William D. Sullivan      For       For          Management
1.9   Elect Director Kenneth E. White, Jr.    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE BANCORP, INC.

Ticker:       TBBK           Security ID:  05969A105
Meeting Date: MAY 07, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Betsy Z. Cohen           For       For          Management
2     Elect Director Daniel G. Cohen          For       For          Management
3     Elect Director Walter T. Beach          For       For          Management
4     Elect Director Michael J. Bradley       For       For          Management
5     Elect Director Matthew Cohn             For       For          Management
6     Elect Director William H. Lamb          For       For          Management
7     Elect Director Frank M. Mastrangelo     For       For          Management
8     Elect Director James J. McEntee, III    For       For          Management
9     Elect Director Linda Schaeffer          For       For          Management
10    Elect Director Joan Specter             For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management


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

THE BRINK'S COMPANY

Ticker:       BCO            Security ID:  109696104
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Reginald D. Hedgebeth    For       For          Management
1.2   Elect Director Betty C. Alewine         For       For          Management
1.3   Elect Director Michael J. Herling       For       For          Management
1.4   Elect Director Thomas C. Schievelbein   For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

THE WENDY'S COMPANY

Ticker:       WEN            Security ID:  95058W100
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nelson Peltz             For       For          Management
1.2   Elect Director Peter W. May             For       For          Management
1.3   Elect Director Emil J. Brolick          For       For          Management
1.4   Elect Director Clive Chajet             For       For          Management
1.5   Elect Director Edward P. Garden         For       For          Management
1.6   Elect Director Janet Hill               For       For          Management
1.7   Elect Director Joseph A. Levato         For       For          Management
1.8   Elect Director J. Randolph Lewis        For       For          Management
1.9   Elect Director Peter H. Rothschild      For       For          Management
1.10  Elect Director David E. Schwab, II      For       For          Management
1.11  Elect Director Roland C. Smith          For       For          Management
1.12  Elect Director Raymond S. Troubh        For       For          Management
1.13  Elect Director Jack G. Wasserman        For       For          Management
2     Provide Right to Call Special Meeting   For       Against      Management
3     Ratify Auditors                         For       For          Management
4     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   For          Shareholder


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

WILSHIRE BANCORP, INC.

Ticker:       WIBC           Security ID:  97186T108
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard Y. Lim           For       For          Management
1.2   Elect Director Craig Mautner            For       For          Management
1.3   Elect Director Harry Siafaris           For       For          Management
1.4   Elect Director John R. Taylor           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     Increase Authorized Common Stock        For       Against      Management


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

WMS INDUSTRIES INC.

Ticker:       WMS            Security ID:  929297109
Meeting Date: DEC 08, 2011   Meeting Type: Annual
Record Date:  OCT 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Bahash         For       For          Management
1.2   Elect Director Brian R. Gamache         For       For          Management
1.3   Elect Director Patricia M. Nazemetz     For       For          Management
1.4   Elect Director Louis J. Nicastro        For       For          Management
1.5   Elect Director Neil D. Nicastro         For       For          Management
1.6   Elect Director Edward W. Rabin, Jr.     For       For          Management
1.7   Elect Director Ira S. Sheinfeld         For       For          Management
1.8   Elect Director Bobby L. Siller          For       For          Management
1.9   Elect Director William J. Vareschi, Jr. For       For          Management
1.10  Elect Director Keith R. Wyche           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


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

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) Undiscovered Managers Funds

By (Signature and Title)  \s\ Patricia A. Maleski
                          -----------------------------------------
                          Patricia A. Maleski,
                          President and Principal Executive Officer

Date August 28, 2012

   Pursuant to the requirements of the Investment Company Act of 1940, this
report has been signed below by the principal executive officer on behalf of
the registrant and on the date indicated.

By (Signature and Title)  \s\ Patricia A. Maleski
                          -----------------------------------------
                          Patricia A. Maleski,
                          President and Principal Executive Officer

Date August 28, 2012

* Print the name and title of each signing officer under his or her signature.