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

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                                   FORM N-PX

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              ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY

                 Investment Company Act file number: 811-04537

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                      Liberty All-Star Growth Fund, Inc.
              (Exact name of registrant as specified in charter)

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

               1290 Broadway, Suite 1100, Denver, Colorado 80203
              (Address of principal executive offices) (Zip code)

                                 Tane T. Tyler
                           ALPS Fund Services, Inc.
                           1290 Broadway, Suite 1100
                            Denver, Colorado 80203
                    (Name and address of agent for service)

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

      Registrant's Telephone Number, including Area Code: (303) 623-2577

                     Date of fiscal year end: December 31

            Date of reporting period: July 1, 2012 - June 30, 2013

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Item 1 - Proxy Voting Record.

                                      -2-



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

ICA File Number: 811-04537
Reporting Period: 07/01/2012 - 06/30/2013
Liberty All-Star Growth Fund, Inc.









====================== Liberty All-Star Growth Fund, Inc. ======================


ACCURAY INCORPORATED

Ticker:       ARAY           Security ID:  004397105
Meeting Date: NOV 30, 2012   Meeting Type: Annual
Record Date:  OCT 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Elizabeth Davila         For       For          Management
1.2   Elect Director Joshua H. Levine         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Increase Authorized Common Stock        For       For          Management
4     Ratify Auditors                         For       For          Management


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ACE LIMITED

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Robert M. Hernandez as Director   For       For          Management
1.2   Elect Peter Menikoff as Director        For       For          Management
1.3   Elect Robert Ripp as Director           For       For          Management
1.4   Elect Theodore E. Shasta as Director    For       For          Management
2     Declassify the Board of Directors       For       For          Management
3.1   Approve Annual Report                   For       For          Management
3.2   Accept Statutory Financial Statements   For       For          Management
3.3   Accept Consolidated Financial           For       For          Management
      Statements
4     Approve Allocation of Income and        For       For          Management
      Dividends
5     Approve Discharge of Board and Senior   For       For          Management
      Management
6.1   Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
6.2   Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Independent Registered Public
      Accounting Firm as Auditors
6.3   Ratify BDO AG as Special Auditors       For       For          Management
7     Amend Omnibus Stock Plan                For       For          Management
8     Approve Dividend Distribution From      For       For          Management
      Legal Reserves Through Reduction of
      Par Value
9     Advisory Vote to ratify Named           For       For          Management
      Executive Officers' Compensation


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AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: JUN 11, 2013   Meeting Type: Annual
Record Date:  APR 19, 2013

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


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ALLEGHENY TECHNOLOGIES INCORPORATED

Ticker:       ATI            Security ID:  01741R102
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard J. Harshman      For       For          Management
1.2   Elect Director Carolyn Corvi            For       For          Management
1.3   Elect Director Barbara S. Jeremiah      For       For          Management
1.4   Elect Director John D. Turner           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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ALLERGAN, INC.

Ticker:       AGN            Security ID:  018490102
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David E.I. Pyott         For       For          Management
1b    Elect Director Michael R. Gallagher     For       For          Management
1c    Elect Director Deborah Dunsire          For       For          Management
1d    Elect Director Dawn Hudson              For       For          Management
1e    Elect Director Trevor M. Jones          For       For          Management
1f    Elect Director Louis J. Lavigne, Jr.    For       For          Management
1g    Elect Director Peter J. McDonnell       For       For          Management
1h    Elect Director Timothy D. Proctor       For       For          Management
1i    Elect Director Russell T. Ray           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Call Special Meeting   For       For          Management
5.1   Provide Right to Act by Written Consent Against   For          Shareholder
5.2   Report on Lobbying Payments and Policy  Against   For          Shareholder


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jeffrey P. Bezos         For       For          Management
1b    Elect Director Tom A. Alberg            For       For          Management
1c    Elect Director John Seely Brown         For       For          Management
1d    Elect Director William B. Gordon        For       For          Management
1e    Elect Director Jamie S. Gorelick        For       For          Management
1f    Elect Director Alain Monie              For       For          Management
1g    Elect Director Jonathan J. Rubinstein   For       For          Management
1h    Elect Director Thomas O. Ryder          For       For          Management
1i    Elect Director Patricia Q. Stonesifer   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Political Contributions       Against   For          Shareholder


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AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  03027X100
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Raymond P. Dolan         For       For          Management
1b    Elect Director Ronald M. Dykes          For       For          Management
1c    Elect Director Carolyn F. Katz          For       For          Management
1d    Elect Director Gustavo Lara Cantu       For       For          Management
1e    Elect Director JoAnn A. Reed            For       For          Management
1f    Elect Director Pamela D.A. Reeve        For       For          Management
1g    Elect Director David E. Sharbutt        For       For          Management
1h    Elect Director James D. Taiclet, Jr.    For       For          Management
1i    Elect Director Samme L. Thompson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Right to Call Special Meeting     For       For          Management


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AMETEK, INC.

Ticker:       AME            Security ID:  031100100
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ruby R. Chandy           For       For          Management
1.2   Elect Director Charles D. Klein         For       For          Management
1.3   Elect Director Steven W. Kohlhagen      For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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ANSYS, INC.

Ticker:       ANSS           Security ID:  03662Q105
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald W. Hovsepian      For       For          Management
1.2   Elect Director Michael C. Thurk         For       For          Management
1.3   Elect Director Barbara V. Scherer       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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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 27, 2013   Meeting Type: Annual
Record Date:  JAN 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Campbell         For       For          Management
1.2   Elect Director Timothy Cook             For       For          Management
1.3   Elect Director Millard Drexler          For       For          Management
1.4   Elect Director Al Gore                  For       For          Management
1.5   Elect Director Robert Iger              For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur Levinson          For       For          Management
1.8   Elect Director Ronald Sugar             For       For          Management
2     Amend Articles of Incorporation         For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
5     Stock Retention/Holding Period          Against   For          Shareholder
6     Establish Board Committee on Human      Against   Against      Shareholder
      Rights


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ARCOS DORADOS HOLDINGS INC

Ticker:       ARCO           Security ID:  G0457F107
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       Against      Management
      Statutory Reports (Voting)
2     Ratify Ernst & Young as Auditors and    For       Against      Management
      Authorize Board to Fix Their
      Remuneration
3.1   Elect Annette Franqui as a Director     For       Withhold     Management
3.2   Elect Carlos Hernandez-Artigas as a     For       Withhold     Management
      Director
3.3   Elect Alejandro Ramirez Magana as a     For       For          Management
      Director


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ARIAD PHARMACEUTICALS, INC.

Ticker:       ARIA           Security ID:  04033A100
Meeting Date: JUN 20, 2013   Meeting Type: Annual
Record Date:  APR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Athanase Lavidas         For       For          Management
1.2   Elect Director Massimo Radaelli         For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ARM HOLDINGS PLC

Ticker:       ARM            Security ID:  042068106
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3     Approve Remuneration Report             For       For          Management
4     Re-elect Sir John Buchanan as Director  For       For          Management
5     Re-elect Warren East as Director        For       For          Management
6     Re-elect Andy Green as Director         For       For          Management
7     Re-elect Larry Hirst as Director        For       For          Management
8     Re-elect Mike Muller as Director        For       For          Management
9     Re-elect Kathleen O'Donovan as Director For       For          Management
10    Re-elect Janice Roberts as Director     For       For          Management
11    Re-elect Philip Rowley as Director      For       For          Management
12    Re-elect Tim Score as Director          For       For          Management
13    Re-elect Simon Segars as Director       For       For          Management
14    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
15    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
16    Approve Long Term Incentive Plan        For       For          Management
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
20    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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ATHENAHEALTH, INC.

Ticker:       ATHN           Security ID:  04685W103
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles D. Baker         For       For          Management
1.2   Elect Director Dev Ittycheria           For       For          Management
1.3   Elect Director John A. Kane             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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BIOMARIN PHARMACEUTICAL INC.

Ticker:       BMRN           Security ID:  09061G101
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

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


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BJ'S RESTAURANTS, INC.

Ticker:       BJRI           Security ID:  09180C106
Meeting Date: JUN 04, 2013   Meeting Type: Annual
Record Date:  APR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gerald W. Deitchle       For       For          Management
1.2   Elect Director James A. Dal Pozzo       For       For          Management
1.3   Elect Director J. Roger King            For       For          Management
1.4   Elect Director Larry D. Bouts           For       For          Management
1.5   Elect Director John F. Grundhofer       For       For          Management
1.6   Elect Director Peter A. Bassi           For       For          Management
1.7   Elect Director William L. Hyde, Jr.     For       For          Management
1.8   Elect Director Lea Anne S. Ottinger     For       For          Management
1.9   Elect Director Henry Gomez              For       For          Management
1.10  Elect Director Gregory A. Trojan        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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BORGWARNER INC.

Ticker:       BWA            Security ID:  099724106
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jere A. Drummond         For       For          Management
2     Elect Director John R. McKernan, Jr.    For       For          Management
3     Elect Director Ernest J. Novak, Jr.     For       For          Management
4     Elect Director James R. Verrier         For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       For       For          Shareholder


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CARMAX, INC.

Ticker:       KMX            Security ID:  143130102
Meeting Date: JUN 24, 2013   Meeting Type: Annual
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald E. Blaylock       For       For          Management
1.2   Elect Director Rakesh Gangwal           For       For          Management
1.3   Elect Director Mitchell D. Steenrod     For       For          Management
1.4   Elect Director Thomas G. Stemberg       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management
5     Amend Articles of Incorporation to      For       For          Management
      Update and Modify Certain Provisions
      Related to Indemnification


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CAVIUM, INC.

Ticker:       CAVM           Security ID:  14964U108
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Syed B. Ali              For       For          Management
1.2   Elect Director Anthony S. Thornley      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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CEPHEID

Ticker:       CPHD           Security ID:  15670R107
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas L. Gutshall       For       For          Management
1.2   Elect Director Cristina H. Kepner       For       For          Management
1.3   Elect Director David H. Persing         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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CERNER CORPORATION

Ticker:       CERN           Security ID:  156782104
Meeting Date: MAY 24, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gerald E. Bisbee, Jr.    For       For          Management
1b    Elect Director Denis A. Cortese         For       For          Management
1c    Elect Director Linda M. Dillman         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management
5     Increase Authorized Common Stock        For       For          Management


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COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 04, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Maureen Breakiron-Evans  For       For          Management
1b    Elect Director John E. Klein            For       For          Management
1c    Elect Director Lakshmi Narayanan        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Declassify the Board of Directors       For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management
6     Provide Right to Act by Written Consent Against   For          Shareholder


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CONCUR TECHNOLOGIES, INC.

Ticker:       CNQR           Security ID:  206708109
Meeting Date: MAR 13, 2013   Meeting Type: Annual
Record Date:  JAN 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gordon Eubanks           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CORE LABORATORIES N.V.

Ticker:       CLB            Security ID:  N22717107
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  APR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director D. John Ogren            For       For          Management
1b    Elect Director Lucia van Geuns          For       For          Management
1c    Elect Director Charles L. Dunlap        For       For          Management
2     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Financial Statements and          For       For          Management
      Statutory Reports
5     Approve Cancellation of Repurchased     For       For          Management
      Shares
6     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
7     Grant Board Authority to Issue          For       For          Management
      Ordinary and Preference Shares Up To
      10 Percent of Issued Capital
8     Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 7


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COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 24, 2013   Meeting Type: Annual
Record Date:  NOV 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Benjamin S. Carson, Sr.  For       For          Management
1.2   Elect Director William H. Gates         For       For          Management
1.3   Elect Director Hamilton E. James        For       For          Management
1.4   Elect Director W. Craig Jelinek         For       For          Management
1.5   Elect Director Jill S. Ruckelshaus      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       Against   For          Shareholder


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CTRIP.COM INTERNATIONAL LTD.

Ticker:       CTRP           Security ID:  22943F100
Meeting Date: OCT 26, 2012   Meeting Type: Annual/Special
Record Date:  SEP 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Amendments to Articles of       For       For          Management
      Association


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CUMMINS INC.

Ticker:       CMI            Security ID:  231021106
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director N. Thomas Linebarger     For       For          Management
2     Elect Director William I. Miller        For       For          Management
3     Elect Director Alexis M. Herman         For       For          Management
4     Elect Director Georgia R. Nelson        For       For          Management
5     Elect Director Carl Ware                For       For          Management
6     Elect Director Robert K. Herdman        For       For          Management
7     Elect Director Robert J. Bernhard       For       For          Management
8     Elect Director Franklin R. Chang Diaz   For       For          Management
9     Elect Director Stephen B. Dobbs         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management
12    Require Independent Board Chairman      Against   Against      Shareholder


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DECKERS OUTDOOR CORPORATION

Ticker:       DECK           Security ID:  243537107
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Angel R. Martinez        For       For          Management
1.2   Elect Director Rex A. Licklider         For       For          Management
1.3   Elect Director John M. Gibbons          For       For          Management
1.4   Elect Director John G. Perenchio        For       For          Management
1.5   Elect Director Maureen Conners          For       For          Management
1.6   Elect Director Karyn O. Barsa           For       For          Management
1.7   Elect Director Michael F. Devine, III   For       For          Management
1.8   Elect Director James Quinn              For       For          Management
1.9   Elect Director Lauri Shanahan           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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DICK'S SPORTING GOODS, INC.

Ticker:       DKS            Security ID:  253393102
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Emanuel Chirico          For       For          Management
1.2   Elect Director Allen R. Weiss           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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DISCOVERY COMMUNICATIONS, INC.

Ticker:       DISCA          Security ID:  25470F104
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul A. Gould            For       Withhold     Management
1.2   Elect Director John S. Hendricks        For       Withhold     Management
1.3   Elect Director M. LaVoy Robison         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       Against      Management


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DRIL-QUIP, INC.

Ticker:       DRQ            Security ID:  262037104
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alexander P. Shukis      For       For          Management
1.2   Elect Director Terence B. Jupp          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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DSW INC.

Ticker:       DSW            Security ID:  23334L102
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Henry L. Aaron           For       Withhold     Management
1.2   Elect Director Elaine J. Eisenman       For       For          Management
1.3   Elect Director Joanna T. Lau            For       For          Management
1.4   Elect Director Joseph A. Schottenstein  For       For          Management
2     Elect Director James O'Donnell          For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ECHO GLOBAL LOGISTICS, INC.

Ticker:       ECHO           Security ID:  27875T101
Meeting Date: JUN 14, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Samuel K. Skinner        For       For          Management
1.2   Elect Director Douglas R. Waggoner      For       For          Management
1.3   Elect Director John R. Walter           For       For          Management
1.4   Elect Director John F. Sandner          For       For          Management
1.5   Elect Director Bradley A. Keywell       For       Withhold     Management
1.6   Elect Director Matthew Ferguson         For       For          Management
1.7   Elect Director David Habiger            For       For          Management
1.8   Elect Director Nelda J. Connors         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       Against      Management


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

EQUINIX, INC.

Ticker:       EQIX           Security ID:  29444U502
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tom Bartlett             For       For          Management
1.2   Elect Director Gary Hromadko            For       For          Management
1.3   Elect Director Scott Kriens             For       For          Management
1.4   Elect Director William Luby             For       For          Management
1.5   Elect Director Irving Lyons, III        For       For          Management
1.6   Elect Director Christopher Paisley      For       For          Management
1.7   Elect Director Stephen Smith            For       For          Management
1.8   Elect Director Peter Van Camp           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent For       For          Management


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

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

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


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

FARO TECHNOLOGIES, INC.

Ticker:       FARO           Security ID:  311642102
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  APR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Caldwell            For       For          Management
1.2   Elect Director John Donofrio            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

FASTENAL COMPANY

Ticker:       FAST           Security ID:  311900104
Meeting Date: APR 16, 2013   Meeting Type: Annual
Record Date:  FEB 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Robert A. Kierlin        For       For          Management
1b    Elect Director Stephen M. Slaggie       For       For          Management
1c    Elect Director Michael M. Gostomski     For       For          Management
1d    Elect Director Willard D. Oberton       For       For          Management
1e    Elect Director Michael J. Dolan         For       For          Management
1f    Elect Director Reyne K. Wisecup         For       For          Management
1g    Elect Director Hugh L. Miller           For       For          Management
1h    Elect Director Michael J. Ancius        For       For          Management
1i    Elect Director Scott A. Satterlee       For       For          Management
1j    Elect Director Rita J. Heise            For       For          Management
1k    Elect Director Darren R. Jackson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

FINANCIAL ENGINES, INC.

Ticker:       FNGN           Security ID:  317485100
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Heidi K. Fields          For       For          Management
1.2   Elect Director Joseph A. Grundfest      For       For          Management
1.3   Elect Director Paul G. Koontz           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management


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

FIRSTSERVICE CORPORATION

Ticker:       FSV            Security ID:  33761N109
Meeting Date: APR 17, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
2.1   Elect Director David R. Beatty          For       For          Management
2.2   Elect Director Brendan Calder           For       For          Management
2.3   Elect Director Peter F. Cohen           For       For          Management
2.4   Elect Director Bernard I. Ghert         For       For          Management
2.5   Elect Director Michael D. Harris        For       For          Management
2.6   Elect Director Jay S. Hennick           For       For          Management
2.7   Elect Director Steven S. Rogers         For       For          Management


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

FORUM ENERGY TECHNOLOGIES, INC.

Ticker:       FET            Security ID:  34984V100
Meeting Date: MAY 17, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. Christopher Gaut      For       For          Management
1.2   Elect Director David C. Baldwin         For       For          Management
1.3   Elect Director Franklin Myers           For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management


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

FRANCESCA'S HOLDING CORPORATION

Ticker:       FRAN           Security ID:  351793104
Meeting Date: JUL 10, 2012   Meeting Type: Annual
Record Date:  MAY 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Patricia Bender          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

FUSION-IO, INC.

Ticker:       FIO            Security ID:  36112J107
Meeting Date: NOV 06, 2012   Meeting Type: Annual
Record Date:  SEP 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Forest Baskett           For       For          Management
1.2   Elect Director Dana L. Evan             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

FXCM INC.

Ticker:       FXCM           Security ID:  302693106
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 16, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Ahdout           For       For          Management
1.2   Elect Director James Brown              For       For          Management
1.3   Elect Director Robin Davis              For       For          Management
1.4   Elect Director Perry Fish               For       For          Management
1.5   Elect Director Kenneth Grossman         For       For          Management
1.6   Elect Director Arthur Gruen             For       For          Management
1.7   Elect Director Eric LeGoff              For       For          Management
1.8   Elect Director Dror (Drew) Niv          For       For          Management
1.9   Elect Director David Sakhai             For       For          Management
1.10  Elect Director Ryan Silverman           For       For          Management
1.11  Elect Director Eduard Yusupov           For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GILDAN ACTIVEWEAR INC.

Ticker:       GIL            Security ID:  375916103
Meeting Date: FEB 07, 2013   Meeting Type: Annual
Record Date:  DEC 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William D. Anderson      For       For          Management
1.2   Elect Director Glenn J. Chamandy        For       For          Management
1.3   Elect Director Russell Goodman          For       For          Management
1.4   Elect Director George Heller            For       For          Management
1.5   Elect Director Sheila O'Brien           For       For          Management
1.6   Elect Director Pierre Robitaille        For       For          Management
1.7   Elect Director James R. Scarborough     For       For          Management
1.8   Elect Director Richard P. Strubel       For       For          Management
1.9   Elect Director Gonzalo F. Valdes-Fauli  For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry Page               For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Eric E. Schmidt          For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director Diane B. Greene          For       For          Management
1.6   Elect Director John L. Hennessy         For       For          Management
1.7   Elect Director Ann Mather               For       For          Management
1.8   Elect Director Paul S. Otellini         For       For          Management
1.9   Elect Director K. Ram Shriram           For       For          Management
1.10  Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Reducing Lead Battery Health  Against   For          Shareholder
      Hazards
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Stock Retention/Holding Period          Against   For          Shareholder
6     Adopt Policy on Succession Planning     Against   For          Shareholder


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

GRACO INC.

Ticker:       GGG            Security ID:  384109104
Meeting Date: APR 26, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eric P. Etchart          For       For          Management
1.2   Elect Director J. Kevin Gilligan        For       For          Management
1.3   Elect Director William G. Van Dyke      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors


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

GREENLIGHT CAPITAL RE, LTD.

Ticker:       GLRE           Security ID:  G4095J109
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Alan Brooks as GLRE Director      For       For          Management
1b    Elect David Einhorn as GLRE Director    For       For          Management
1c    Elect Leonard Goldberg as GLRE Director For       For          Management
1d    Elect Barton Hedges as GLRE Director    For       For          Management
1e    Elect Ian Isaacs as GLRE Director       For       For          Management
1f    Elect Frank Lackner as GLRE Director    For       For          Management
1g    Elect Bryan Murphy as GLRE Director     For       For          Management
1h    Elect Joseph Platt as GLRE Director     For       For          Management
2a    Elect Alan Brooks as Greenlight Re      For       For          Management
      Subsidiary Director
2b    Elect David Einhorn as Greenlight Re    For       For          Management
      Subsidiary Director
2c    Elect Leonard Goldberg as Greenlight    For       For          Management
      Re Subsidiary Director
2d    Elect Barton Hedges as Greenlight Re    For       For          Management
      Subsidiary Director
2e    Elect Ian Isaacs as Greenlight Re       For       For          Management
      Subsidiary Director
2f    Elect Frank Lackner as Greenlight Re    For       For          Management
      Subsidiary Director
2g    Elect Bryan Murphy as Greenlight Re     For       For          Management
      Subsidiary Director
2h    Elect Joseph Platt as Greenlight Re     For       For          Management
      Subsidiary Director
3a    Elect Leonard Goldberg as GRIL          For       For          Management
      Subsidiary Director
3b    Elect Philip Harkin as GRIL Subsidiary  For       For          Management
      Director
3c    Elect Barton Hedges as GRIL Subsidiary  For       For          Management
      Director
3d    Elect Frank Lackner as GRIL Subsidiary  For       For          Management
      Director
3e    Elect Caryl Traynor as GRIL Subsidiary  For       For          Management
      Director
3f    Elect Brendan Tuohy as GRIL Subsidiary  For       For          Management
      Director
4     Ratify BDO USA, LLP as Auditors         For       For          Management
5     Ratify BDO Cayman Ltd. as Auditors of   For       For          Management
      Greenlight Re
6     Ratify BDO, Registered Auditors as      For       For          Management
      Auditors of GRIL
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED

Ticker:       HAR            Security ID:  413086109
Meeting Date: DEC 05, 2012   Meeting Type: Annual
Record Date:  OCT 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jiren Liu                For       For          Management
1b    Elect Director Edward H. Meyer          For       For          Management
1c    Elect Director Dinesh C. Paliwal        For       For          Management
1d    Elect Director Hellene S. Runtagh       For       For          Management
1e    Elect Director Frank Sklarsky           For       For          Management
1f    Elect Director Gary G. Steel            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

HEICO CORPORATION

Ticker:       HEI            Security ID:  422806109
Meeting Date: MAR 22, 2013   Meeting Type: Annual
Record Date:  JAN 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Adolfo Henriques         For       For          Management
1.2   Elect Director Samuel L. Higginbottom   For       For          Management
1.3   Elect Director Mark H. Hildebrandt      For       For          Management
1.4   Elect Director Wolfgang Mayrhuber       For       For          Management
1.5   Elect Director Eric A. Mendelson        For       For          Management
1.6   Elect Director Laurans A. Mendelson     For       For          Management
1.7   Elect Director Victor H. Mendelson      For       For          Management
1.8   Elect Director Alan Schriesheim         For       For          Management
1.9   Elect Director Frank J. Schwitter       For       For          Management
2     Ratify Auditors                         For       For          Management


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

HITTITE MICROWAVE CORPORATION

Ticker:       HITT           Security ID:  43365Y104
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 27, 2013

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


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

HURON CONSULTING GROUP INC.

Ticker:       HURN           Security ID:  447462102
Meeting Date: MAY 03, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James D. Edwards         For       For          Management
1.2   Elect Director John McCartney           For       For          Management
1.3   Elect Director James H. Roth            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

IHS INC.

Ticker:       IHS            Security ID:  451734107
Meeting Date: APR 10, 2013   Meeting Type: Annual
Record Date:  FEB 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roger Holtback           For       For          Management
1.2   Elect Director Jean-Paul Montupet       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

II-VI INCORPORATED

Ticker:       IIVI           Security ID:  902104108
Meeting Date: NOV 02, 2012   Meeting Type: Annual
Record Date:  SEP 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Marc Y.E. Pelaez         For       For          Management
1b    Elect Director Howard H. Xia            For       For          Management
1c    Elect Director Vincent D. Mattera, Jr.  For       For          Management
1d    Elect Director Wendy F. DiCicco         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Auditors                         For       For          Management


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

ILLUMINA, INC.

Ticker:       ILMN           Security ID:  452327109
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gerald Moller            For       For          Management
1.2   Elect Director David R. Walt            For       Withhold     Management
1.3   Elect Director Robert S. Epstein        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       Against      Management


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

INNERWORKINGS, INC.

Ticker:       INWK           Security ID:  45773Y105
Meeting Date: JUN 20, 2013   Meeting Type: Annual
Record Date:  APR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eric D. Belcher          For       For          Management
1.2   Elect Director Jack M. Greenberg        For       For          Management
1.3   Elect Director Linda S. Wolf            For       For          Management
1.4   Elect Director Charles K. Bobrinskoy    For       For          Management
1.5   Elect Director J. Patrick Gallagher,    For       For          Management
      Jr.
1.6   Elect Director David Fisher             For       For          Management
1.7   Elect Director Julie M. Howard          For       For          Management
2     Ratify Auditors                         For       For          Management


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

INTERDIGITAL, INC.

Ticker:       IDCC           Security ID:  45867G101
Meeting Date: JUN 13, 2013   Meeting Type: Annual
Record Date:  APR 16, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gilbert F. Amelio        For       For          Management
1b    Elect Director Jeffrey K. Belk          For       For          Management
1c    Elect Director Steven T. Clontz         For       For          Management
1d    Elect Director Edward B. Kamins         For       For          Management
1e    Elect Director John A. Kritzmacher      For       For          Management
1f    Elect Director William J. Merritt       For       For          Management
1g    Elect Director Jean F. Rankin           For       For          Management
1h    Elect Director Robert S. Roath          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

INTUITIVE SURGICAL, INC.

Ticker:       ISRG           Security ID:  46120E602
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Amal M. Johnson          For       For          Management
1.2   Elect Director Eric H. Halvorson        For       For          Management
1.3   Elect Director Alan J. Levy             For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

IPG PHOTONICS CORPORATION

Ticker:       IPGP           Security ID:  44980X109
Meeting Date: JUN 04, 2013   Meeting Type: Annual
Record Date:  APR 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Valentin P. Gapontsev    For       For          Management
1.2   Elect Director Eugene Scherbakov        For       For          Management
1.3   Elect Director Igor Samartsev           For       For          Management
1.4   Elect Director Robert A. Blair          For       For          Management
1.5   Elect Director Michael C. Child         For       For          Management
1.6   Elect Director William F. Krupke        For       For          Management
1.7   Elect Director Henry E. Gauthier        For       For          Management
1.8   Elect Director William S. Hurley        For       For          Management
1.9   Elect Director John R. Peeler           For       For          Management
2     Ratify Auditors                         For       For          Management


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

IRONWOOD PHARMACEUTICALS, INC.

Ticker:       IRWD           Security ID:  46333X108
Meeting Date: JUN 04, 2013   Meeting Type: Annual
Record Date:  APR 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marsha H. Fanucci        For       For          Management
1.2   Elect Director Terrance G. McGuire      For       For          Management
1.3   Elect Director Edward P. Owens          For       For          Management
1.4   Elect Director Christopher T. Walsh     For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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

LANDSTAR SYSTEM, INC.

Ticker:       LSTR           Security ID:  515098101
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Homaira Akbari           For       For          Management
1.2   Elect Director Diana M. Murphy          For       For          Management
1.3   Elect Director Larry J. Thoele          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Non-Employee Director           For       For          Management
      Restricted Stock Plan


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

LIFE TECHNOLOGIES CORPORATION

Ticker:       LIFE           Security ID:  53217V109
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George F. Adam, Jr.      For       For          Management
1.2   Elect Director Raymond V. Dittamore     For       For          Management
1.3   Elect Director Donald W. Grimm          For       For          Management
1.4   Elect Director Craig J. Mundie          For       For          Management
1.5   Elect Director Ora H. Pescovitz         For       For          Management
1.6   Elect Director Per A. Peterson          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


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

LINKEDIN CORPORATION

Ticker:       LNKD           Security ID:  53578A108
Meeting Date: JUN 13, 2013   Meeting Type: Annual
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. George "Skip" Battle  For       For          Management
1.2   Elect Director Michael J. Moritz        For       For          Management
2     Ratify Auditors                         For       For          Management


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

LIQUIDITY SERVICES, INC.

Ticker:       LQDT           Security ID:  53635B107
Meeting Date: FEB 28, 2013   Meeting Type: Annual
Record Date:  JAN 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William P. Angrick, III  For       For          Management
1.2   Elect Director David A. Perdue, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LKQ CORPORATION

Ticker:       LKQ            Security ID:  501889208
Meeting Date: MAY 06, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

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


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

LUFKIN INDUSTRIES, INC.

Ticker:       LUFK           Security ID:  549764108
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. F. Glick              For       For          Management
1.2   Elect Director J. D. Hofmeister         For       For          Management
1.3   Elect Director A. Z. Selim              For       For          Management
1.4   Elect Director T. E. Wiener             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       Against      Management


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

MEAD JOHNSON NUTRITION COMPANY

Ticker:       MJN            Security ID:  582839106
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Steven M. Altschuler     For       For          Management
1b    Elect Director Howard B. Bernick        For       For          Management
1c    Elect Director Kimberly A. Casiano      For       For          Management
1d    Elect Director Anna C. Catalano         For       For          Management
1e    Elect Director Celeste A. Clark         For       For          Management
1f    Elect Director James M. Cornelius       For       For          Management
1g    Elect Director Stephen W. Golsby        For       For          Management
1h    Elect Director Peter Kasper Jakobsen    For       For          Management
1i    Elect Director Peter G. Ratcliffe       For       For          Management
1j    Elect Director Elliott Sigal            For       For          Management
1k    Elect Director Robert S. Singer         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

MICHAEL KORS HOLDINGS LTD.

Ticker:       KORS           Security ID:  G60754101
Meeting Date: AUG 08, 2012   Meeting Type: Annual
Record Date:  JUN 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect M. William Benedetto as Director  For       For          Management
2b    Elect Stephen F. Reitman as a Director  For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

MONRO MUFFLER BRAKE, INC.

Ticker:       MNRO           Security ID:  610236101
Meeting Date: AUG 07, 2012   Meeting Type: Annual
Record Date:  JUN 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard A. Berenson      For       For          Management
1.2   Elect Director Donald Glickman          For       For          Management
1.3   Elect Director James R. Wilen           For       For          Management
1.4   Elect Director Elizabeth A. Wolszon     For       For          Management
1.5   Elect Director John W. Van Heel         For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

MONSTER BEVERAGE CORPORATION

Ticker:       MNST           Security ID:  611740101
Meeting Date: JUN 03, 2013   Meeting Type: Annual
Record Date:  APR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Rodney C. Sacks          For       For          Management
1.2   Elect Director Hilton H. Schlosberg     For       For          Management
1.3   Elect Director Norman C. Epstein        For       For          Management
1.4   Elect Director Benjamin M. Polk         For       For          Management
1.5   Elect Director Sydney Selati            For       For          Management
1.6   Elect Director Harold C. Taber, Jr.     For       For          Management
1.7   Elect Director Mark S. Vidergauz        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MSC INDUSTRIAL DIRECT CO., INC.

Ticker:       MSM            Security ID:  553530106
Meeting Date: JAN 17, 2013   Meeting Type: Annual
Record Date:  NOV 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mitchell Jacobson        For       For          Management
1.2   Elect Director David Sandler            For       For          Management
1.3   Elect Director Jonathan Byrnes          For       For          Management
1.4   Elect Director Roger Fradin             For       For          Management
1.5   Elect Director Erik Gershwind           For       For          Management
1.6   Elect Director Louise Goeser            For       For          Management
1.7   Elect Director Denis Kelly              For       For          Management
1.8   Elect Director Philip Peller            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NATIONAL INSTRUMENTS CORPORATION

Ticker:       NATI           Security ID:  636518102
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James J. Truchard        For       For          Management
1.2   Elect Director John M. Berra            For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Other Business                          For       Against      Management


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

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Merrill A. Miller, Jr.   For       For          Management
1B    Elect Director Greg L. Armstrong        For       For          Management
1C    Elect Director Ben A. Guill             For       For          Management
1D    Elect Director David D. Harrison        For       For          Management
1E    Elect Director Roger L. Jarvis          For       For          Management
1F    Elect Director Eric L. Mattson          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management


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

NEOGEN CORPORATION

Ticker:       NEOG           Security ID:  640491106
Meeting Date: OCT 04, 2012   Meeting Type: Annual
Record Date:  AUG 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lon M. Bohannon          For       For          Management
1.2   Elect Director Richard T. Crowder       For       For          Management
1.3   Elect Director A. Charles Fischer       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

NIC INC.

Ticker:       EGOV           Security ID:  62914B100
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harry H. Herington       For       For          Management
1.2   Elect Director Art N. Burtscher         For       For          Management
1.3   Elect Director Daniel J. Evans          For       For          Management
1.4   Elect Director Karen S. Evans           For       For          Management
1.5   Elect Director Ross C. Hartley          For       Withhold     Management
1.6   Elect Director C. Brad Henry            For       For          Management
1.7   Elect Director Alexander C. Kemper      For       For          Management
1.8   Elect Director William M. Lyons         For       For          Management
1.9   Elect Director Pete Wilson              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 03, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Spencer Abraham          For       For          Management
1.2   Elect Director Howard I. Atkins         For       For          Management
1.3   Elect Director Stephen I. Chazen        For       For          Management
1.4   Elect Director Edward P. Djerejian      For       For          Management
1.5   Elect Director John E. Feick            For       For          Management
1.6   Elect Director Margaret M. Foran        For       For          Management
1.7   Elect Director Carlos M. Gutierrez      For       For          Management
1.8   Elect Director Ray R. Irani             For       Against      Management
1.9   Elect Director Avedick B. Poladian      For       For          Management
1.10  Elect Director Aziz D. Syriani          For       Against      Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Provide Right to Act by Written Consent Against   For          Shareholder


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

OCEANEERING INTERNATIONAL, INC.

Ticker:       OII            Security ID:  675232102
Meeting Date: APR 26, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul B. Murphy, Jr.      For       For          Management
1.2   Elect Director Harris J. Pappas         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

PALO ALTO NETWORKS, INC.

Ticker:       PANW           Security ID:  697435105
Meeting Date: DEC 12, 2012   Meeting Type: Annual
Record Date:  OCT 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John M. Donovan          For       For          Management
1b    Elect Director Nir Zuk                  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


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

POLYCOM, INC.

Ticker:       PLCM           Security ID:  73172K104
Meeting Date: JUN 05, 2013   Meeting Type: Annual
Record Date:  APR 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew M. Miller         For       For          Management
1.2   Elect Director Betsy S. Atkins          For       For          Management
1.3   Elect Director David G. DeWalt          None      None         Management
1.4   Elect Director John A. Kelley, Jr.      For       For          Management
1.5   Elect Director D. Scott Mercer          For       For          Management
1.6   Elect Director William A. Owens         For       For          Management
1.7   Elect Director Kevin T. Parker          For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

PORTFOLIO RECOVERY ASSOCIATES, INC.

Ticker:       PRAA           Security ID:  73640Q105
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John H. Fain             For       For          Management
1.2   Elect Director David N. Roberts         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen F. Angel         For       For          Management
1.2   Elect Director Oscar Bernardes          For       For          Management
1.3   Elect Director Bret K. Clayton          For       For          Management
1.4   Elect Director Nance K. Dicciani        For       For          Management
1.5   Elect Director Edward G. Galante        For       For          Management
1.6   Elect Director Claire W. Gargalli       For       For          Management
1.7   Elect Director Ira D. Hall              For       For          Management
1.8   Elect Director Raymond W. LeBoeuf       For       For          Management
1.9   Elect Director Larry D. McVay           For       For          Management
1.10  Elect Director Wayne T. Smith           For       For          Management
1.11  Elect Director Robert L. Wood           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Require Consistency with Corporate      Against   Against      Shareholder
      Values and Report on Political
      Contributions
4     Ratify Auditors                         For       For          Management


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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 14, 2012   Meeting Type: Annual
Record Date:  JUN 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark Donegan             For       For          Management
1.2   Elect Director Vernon E. Oechsle        For       For          Management
1.3   Elect Director Ulrich Schmidt           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management


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

PRICELINE.COM INCORPORATED

Ticker:       PCLN           Security ID:  741503403
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tim Armstrong            For       For          Management
1.2   Elect Director Howard W. Barker, Jr.    For       For          Management
1.3   Elect Director Jeffery H. Boyd          For       For          Management
1.4   Elect Director Jan L. Docter            For       For          Management
1.5   Elect Director Jeffrey E. Epstein       For       For          Management
1.6   Elect Director James M. Guyette         For       For          Management
1.7   Elect Director Nancy B. Peretsman       For       For          Management
1.8   Elect Director Thomas E. Rothman        For       For          Management
1.9   Elect Director Craig W. Rydin           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Pro-rata Vesting of Equity Awards       Against   For          Shareholder


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

PRICESMART, INC.

Ticker:       PSMT           Security ID:  741511109
Meeting Date: JAN 22, 2013   Meeting Type: Annual
Record Date:  NOV 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sherry S. Bahrambeygui   For       For          Management
1.2   Elect Director Gonzalo Barrutieta       For       For          Management
1.3   Elect Director Katherine L. Hensley     For       For          Management
1.4   Elect Director Leon C. Janks            For       For          Management
1.5   Elect Director Jose Luis Laparte        For       For          Management
1.6   Elect Director Mitchell G. Lynn         For       For          Management
1.7   Elect Director Robert E. Price          For       Withhold     Management
1.8   Elect Director Edgar Zurcher            For       Withhold     Management
2     Approve Omnibus Stock Plan              For       For          Management


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

PSS WORLD MEDICAL, INC.

Ticker:       PSSI           Security ID:  69366A100
Meeting Date: AUG 16, 2012   Meeting Type: Annual
Record Date:  JUN 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey C. Crowe         For       For          Management
2     Elect Director A. Hugh Greene           For       For          Management
3     Elect Director Steven T. Halverson      For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PUMA BIOTECHNOLOGY, INC.

Ticker:       PBYI           Security ID:  74587V107
Meeting Date: JUN 11, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan H. Auerbach         For       For          Management
1.2   Elect Director Thomas R. Malley         For       For          Management
1.3   Elect Director Jay M. Moyes             For       For          Management
2     Ratify Auditors                         For       For          Management


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 05, 2013   Meeting Type: Annual
Record Date:  JAN 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Barbara T. Alexander     For       For          Management
1b    Elect Director Donald G. Cruickshank    For       For          Management
1c    Elect Director Raymond V. Dittamore     For       For          Management
1d    Elect Director Susan Hockfield          For       For          Management
1e    Elect Director Thomas W. Horton         For       For          Management
1f    Elect Director Paul E. Jacobs           For       For          Management
1g    Elect Director Sherry Lansing           For       For          Management
1h    Elect Director Duane A. Nelles          For       For          Management
1i    Elect Director Francisco Ros            For       For          Management
1j    Elect Director Brent Scowcroft          For       For          Management
1k    Elect Director Marc I. Stern            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

RACKSPACE HOSTING, INC.

Ticker:       RAX            Security ID:  750086100
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. Lanham Napier         For       For          Management
1.2   Elect Director George J. Still, Jr.     For       For          Management
1.3   Elect Director Michael Sam Gilliland    For       For          Management
2     Ratify Auditors                         For       For          Management


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

REALPAGE, INC.

Ticker:       RP             Security ID:  75606N109
Meeting Date: MAY 31, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen T. Winn          For       For          Management
1.2   Elect Director Jason A. Wright          For       For          Management
2     Ratify Auditors                         For       For          Management


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

ROCKWELL AUTOMATION, INC.

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 05, 2013   Meeting Type: Annual
Record Date:  DEC 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry C. Johnson         For       For          Management
1.2   Elect Director William T. McCormick,Jr. For       For          Management
1.3   Elect Director Keith D. Nosbusch        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ROPER INDUSTRIES, INC.

Ticker:       ROP            Security ID:  776696106
Meeting Date: MAY 24, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David W. Devonshire      For       For          Management
1.2   Elect Director John F. Fort, III        For       For          Management
1.3   Elect Director Brian D. Jellison        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Declassify the Board of Directors       For       For          Management
4     Ratify Auditors                         For       For          Management


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

RUE21, INC.

Ticker:       RUE            Security ID:  781295100
Meeting Date: JUN 07, 2013   Meeting Type: Annual
Record Date:  APR 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert N. Fisch          For       For          Management
1.2   Elect Director Arnold S. Barron         For       For          Management
1.3   Elect Director Bruce L. Hartman         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       Against      Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

SALESFORCE.COM, INC.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: MAR 20, 2013   Meeting Type: Special
Record Date:  FEB 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Increase Authorized Common Stock        For       Against      Management


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

SALESFORCE.COM, INC.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  MAY 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stratton Sclavos         For       For          Management
1.2   Elect Director Lawrence Tomlinson       For       For          Management
1.3   Elect Director Shirley Young            For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 10, 2013   Meeting Type: Annual
Record Date:  FEB 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter L.S. Currie        For       For          Management
1b    Elect Director Tony Isaac               For       For          Management
1c    Elect Director K. Vaman Kamath          For       For          Management
1d    Elect Director Paal Kibsgaard           For       For          Management
1e    Elect Director Nikolay Kudryavtsev      For       For          Management
1f    Elect Director Adrian Lajous            For       For          Management
1g    Elect Director Michael E. Marks         For       For          Management
1h    Elect Director Lubna S. Olayan          For       For          Management
1i    Elect Director L. Rafael Reif           For       For          Management
1j    Elect Director Tore I. Sandvold         For       For          Management
1k    Elect Director Henri Seydoux            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Adopt and Approve Financials and        For       For          Management
      Dividends
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Approve Omnibus Stock Plan              For       For          Management
6     Amend Employee Stock Purchase Plan      For       For          Management


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

SERVICESOURCE INTERNATIONAL, INC.

Ticker:       SREV           Security ID:  81763U100
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James C. Madden          For       Withhold     Management
1.2   Elect Director Thomas F. Mendoza        For       For          Management
1.3   Elect Director Richard J. Campione      For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SHUTTERFLY, INC.

Ticker:       SFLY           Security ID:  82568P304
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Eric J. Keller           For       For          Management
1.2   Elect Director Nancy J. Schoendorf      For       For          Management
1.3   Elect Director Michael P. Zeisser       For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

SIGNATURE BANK

Ticker:       SBNY           Security ID:  82669G104
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Judith Huntington        For       For          Management
1.2   Elect Director Michael Pappagallo       For       For          Management
1.3   Elect Director John Tamberlane          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


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

SILVER WHEATON CORP.

Ticker:       SLW            Security ID:  828336107
Meeting Date: MAY 21, 2013   Meeting Type: Annual/Special
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
a1    Elect Director Lawrence I. Bell         For       For          Management
a2    Elect Director George L. Brack          For       For          Management
a3    Elect Director John A. Brough           For       For          Management
a4    Elect Director R. Peter Gillin          For       For          Management
a5    Elect Director Douglas M. Holtby        For       For          Management
a6    Elect Director Eduardo Luna             For       For          Management
a7    Elect Director Wade D. Nesmith          For       For          Management
a8    Elect Director Randy V.J. Smallwood     For       For          Management
b     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration
c     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

SINA CORPORATION

Ticker:       SINA           Security ID:  G81477104
Meeting Date: AUG 10, 2012   Meeting Type: Annual
Record Date:  JUN 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect Yan Wang as a Director          For       Against      Management
2     Reelect Song-Yi Zhang as a Director     For       For          Management
3     Ratify PricewaterhouseCoopers Zhong     For       For          Management
      Tian CPAs Limited Company as Auditors
4     Restrict Right to Call Special Meeting  For       Against      Management


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

SOLERA HOLDINGS, INC.

Ticker:       SLH            Security ID:  83421A104
Meeting Date: NOV 15, 2012   Meeting Type: Annual
Record Date:  OCT 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tony Aquila              For       For          Management
1.2   Elect Director Arthur F. Kingsbury      For       For          Management
1.3   Elect Director Kenneth A. Viellieu      For       For          Management
1.4   Elect Director Thomas C. Wajnert        For       For          Management
1.5   Elect Director Stuart J. Yarbrough      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SPLUNK INC.

Ticker:       SPLK           Security ID:  848637104
Meeting Date: JUN 13, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David M. Hornik          For       For          Management
1.2   Elect Director Thomas M. Neustaetter    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


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

SPS COMMERCE, INC.

Ticker:       SPSC           Security ID:  78463M107
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Archie C. Black          For       For          Management
1.2   Elect Director Bradley A. Cleveland     For       For          Management
1.3   Elect Director Michael B. Gorman        For       For          Management
1.4   Elect Director Martin J. Leestma        For       For          Management
1.5   Elect Director Philip E. Soran          For       For          Management
1.6   Elect Director George H. Spencer, III   For       For          Management
1.7   Elect Director Sven A. Wehrwein         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


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

STAMPS.COM INC.

Ticker:       STMP           Security ID:  852857200
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mohan P. Ananda          For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

STANTEC INC.

Ticker:       STN            Security ID:  85472N109
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Douglas K. Ammerman      For       For          Management
1.2   Elect Director David L. Emerson         For       For          Management
1.3   Elect Director Delores M. Etter         For       For          Management
1.4   Elect Director Anthony P. Franceschini  For       Withhold     Management
1.5   Elect Director Robert J. Gomes          For       For          Management
1.6   Elect Director Susan E. Hartman         For       For          Management
1.7   Elect Director Aram H. Keith            For       For          Management
1.8   Elect Director Donald J. Lowry          For       For          Management
1.9   Elect Director Ivor M. Ruste            For       For          Management
2     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

STARBUCKS CORPORATION

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 20, 2013   Meeting Type: Annual
Record Date:  JAN 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Howard Schultz           For       For          Management
1b    Elect Director William W. Bradley       For       For          Management
1c    Elect Director Robert M. Gates          For       For          Management
1d    Elect Director Mellody Hobson           For       For          Management
1e    Elect Director Kevin R. Johnson         For       For          Management
1f    Elect Director Olden Lee                For       For          Management
1g    Elect Director Joshua Cooper Ramo       For       For          Management
1h    Elect Director James G. Shennan, Jr.    For       For          Management
1i    Elect Director Clara Shih               For       For          Management
1j    Elect Director Javier G. Teruel         For       For          Management
1k    Elect Director Myron E. Ullman, III     For       For          Management
1l    Elect Director Craig E. Weatherup       For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management
5     Prohibit Political Spending             Against   Against      Shareholder


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

T. ROWE PRICE GROUP, INC.

Ticker:       TROW           Security ID:  74144T108
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Edward C. Bernard        For       For          Management
1b    Elect Director James T. Brady           For       For          Management
1c    Elect Director Mary K. Bush             For       For          Management
1d    Elect Director Donald B. Hebb, Jr.      For       For          Management
1e    Elect Director Freeman A. Hrabowski,    For       For          Management
      III
1f    Elect Director James A.C. Kennedy       For       For          Management
1g    Elect Director Robert F. MacLellan      For       For          Management
1h    Elect Director Brian C. Rogers          For       For          Management
1i    Elect Director Alfred Sommer            For       For          Management
1j    Elect Director Dwight S. Taylor         For       For          Management
1k    Elect Director Anne Marie Whittemore    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

THE CHARLES SCHWAB CORPORATION

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Stephen A. Ellis         For       For          Management
1b    Elect Director Arun Sarin               For       For          Management
1c    Elect Director Charles R. Schwab        For       For          Management
1d    Elect Director Paula A. Sneed           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     Report on Political Contributions       Against   For          Shareholder
6     Adopt Proxy Access Right                Against   For          Shareholder


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

THE FRESH MARKET, INC.

Ticker:       TFM            Security ID:  35804H106
Meeting Date: JUN 04, 2013   Meeting Type: Annual
Record Date:  APR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ray Berry                For       For          Management
1.2   Elect Director Jeffrey Naylor           For       For          Management
1.3   Elect Director Jane Thompson            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE MIDDLEBY CORPORATION

Ticker:       MIDD           Security ID:  596278101
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Selim A. Bassoul         For       For          Management
1.2   Elect Director Robert B. Lamb           For       For          Management
1.3   Elect Director John R. Miller, III      For       For          Management
1.4   Elect Director Gordon O'Brien           For       For          Management
1.5   Elect Director Philip G. Putnam         For       For          Management
1.6   Elect Director Sabin C. Streeter        For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Require Majority Vote for the Election  For       For          Management
      of Directors
4     Ratify Auditors                         For       For          Management


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

THE ULTIMATE SOFTWARE GROUP, INC.

Ticker:       ULTI           Security ID:  90385D107
Meeting Date: MAY 20, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Scott Scherr             For       For          Management
2     Elect Director Alois T. Leiter          For       Against      Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

THOR INDUSTRIES, INC.

Ticker:       THO            Security ID:  885160101
Meeting Date: DEC 11, 2012   Meeting Type: Annual
Record Date:  OCT 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew E. Graves         For       For          Management
1.2   Elect Director Alan Siegel              For       For          Management
1.3   Elect Director Geoffrey A. Thompson     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TRANSDIGM GROUP INCORPORATED

Ticker:       TDG            Security ID:  893641100
Meeting Date: MAR 06, 2013   Meeting Type: Annual
Record Date:  JAN 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mervin Dunn              For       For          Management
1.2   Elect Director Michael S. Graff         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       None      For          Shareholder


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

ULTA SALON, COSMETICS & FRAGRANCE, INC.

Ticker:       ULTA           Security ID:  90384S303
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles Heilbronn        For       For          Management
1.2   Elect Director Michael R. MacDonald     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNDER ARMOUR, INC.

Ticker:       UA             Security ID:  904311107
Meeting Date: APR 30, 2013   Meeting Type: Annual
Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin A. Plank           For       For          Management
1.2   Elect Director Byron K. Adams, Jr.      For       For          Management
1.3   Elect Director Douglas E. Coltharp      For       For          Management
1.4   Elect Director Anthony W. Deering       For       For          Management
1.5   Elect Director A.B. Krongard            For       For          Management
1.6   Elect Director William R. McDermott     For       For          Management
1.7   Elect Director Eric T. Olson            For       For          Management
1.8   Elect Director Brenda Piper             For       For          Management
1.9   Elect Director Harvey L. Sanders        For       For          Management
1.10  Elect Director Thomas J. Sippel         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


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

VERIFONE SYSTEMS, INC.

Ticker:       PAY            Security ID:  92342Y109
Meeting Date: JUN 20, 2013   Meeting Type: Annual
Record Date:  APR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert W. Alspaugh       For       For          Management
1.2   Elect Director Leslie G. Denend         For       For          Management
1.3   Elect Director Alex W. (Pete) Hart      For       For          Management
1.4   Elect Director Robert B. Henske         For       For          Management
1.5   Elect Director Richard A. McGinn        For       For          Management
1.6   Elect Director Wenda Harris Millard     For       For          Management
1.7   Elect Director Eitan Raff               For       For          Management
1.8   Elect Director Jeffrey E. Stiefler      For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

VERISK ANALYTICS, INC.

Ticker:       VRSK           Security ID:  92345Y106
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Lehman, Jr.      For       For          Management
1.2   Elect Director Andrew G. Mills          For       For          Management
1.3   Elect Director Constantine P. Iordanou  For       For          Management
1.4   Elect Director Scott G. Stephenson      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

VERTEX PHARMACEUTICALS INCORPORATED

Ticker:       VRTX           Security ID:  92532F100
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joshua Boger             For       For          Management
1.2   Elect Director Terrence C. Kearney      For       For          Management
1.3   Elect Director Yuchun Lee               For       For          Management
1.4   Elect Director Elaine S. Ullian         For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

VIRTUS INVESTMENT PARTNERS, INC.

Ticker:       VRTS           Security ID:  92828Q109
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James R. Baio            For       For          Management
1.2   Elect Director Susan S. Fleming         For       For          Management
1.3   Elect Director Russel C. Robertson      For       For          Management
2     Ratify Auditors                         For       For          Management


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 30, 2013   Meeting Type: Annual
Record Date:  DEC 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gary P. Coughlan         For       For          Management
1b    Elect Director Mary B. Cranston         For       For          Management
1c    Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
1d    Elect Director Robert W. Matschullat    For       For          Management
1e    Elect Director Cathy E. Minehan         For       For          Management
1f    Elect Director Suzanne Nora Johnson     For       For          Management
1g    Elect Director David J. Pang            For       For          Management
1h    Elect Director Joseph W. Saunders       For       For          Management
1i    Elect Director Charles W. Scharf        For       For          Management
1j    Elect Director William S. Shanahan      For       For          Management
1k    Elect Director John A. Swainson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   For          Shareholder


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

VISTAPRINT N.V.

Ticker:       VPRT           Security ID:  N93540107
Meeting Date: NOV 08, 2012   Meeting Type: Annual
Record Date:  OCT 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Mark T. Thomas to Supervisory     For       For          Management
      Board
2     Elect Hauke Hansen to Executive Board   For       For          Management
3     Approve Financial Statements and        For       For          Management
      Statutory Reports
4     Approve Discharge of Management Board   For       For          Management
5     Approve Discharge of Supervisory Board  For       For          Management
6     Authorize Repurchase of Up to 6.8       For       Against      Management
      Million of Issued and Outstanding
      Ordinary Shares
7     Authorize Repurchase of Up to 3.4       For       For          Management
      Million of Issued and Outstanding
      Ordinary Shares
8     Amend Articles Re: Articles of          For       For          Management
      Association to Reduce Our Authorized
      Capital to 2,000,000 Euros Divided
      into 100,000,000 Ordinary Shares and
      100,000,000 Preferred Shares
9     Approve the Cancellation of 5,869,662   For       For          Management
      Ordinary Shares Held In Our Treasury
      Account
10    Ratify Ernst & Young LLP as Auditors    For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

VISTAPRINT N.V.

Ticker:       VPRT           Security ID:  N93540107
Meeting Date: MAR 25, 2013   Meeting Type: Special
Record Date:  FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Eric C. Olsen to Supervisory      For       For          Management
      Board
2     Elect Paolo de Cesare to Supervisory    For       For          Management
      Board


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

VMWARE, INC.

Ticker:       VMW            Security ID:  928563402
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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

WAGEWORKS, INC.

Ticker:       WAGE           Security ID:  930427109
Meeting Date: APR 16, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard M. Berkeley      For       For          Management
1.2   Elect Director Jerome D. Gramaglia      For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Ratify Auditors                         For       For          Management


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

WASTE CONNECTIONS, INC.

Ticker:       WCN            Security ID:  941053100
Meeting Date: JUN 14, 2013   Meeting Type: Annual
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edward E. 'Ned' Guillet  For       For          Management
2     Elect Director Ronald J. Mittelstaedt   For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Reduce Supermajority Vote Requirement   For       For          Management


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

WORKDAY, INC.

Ticker:       WDAY           Security ID:  98138H101
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. George ('Skip')       For       For          Management
      Battle
1.2   Elect Director Michael M. McNamara      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management


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

WYNN RESORTS, LIMITED

Ticker:       WYNN           Security ID:  983134107
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ray R. Irani             For       Withhold     Management
1.2   Elect Director Alvin V. Shoemaker       For       Withhold     Management
1.3   Elect Director D. Boone Wayson          For       Withhold     Management
1.4   Elect Director Stephen A. Wynn          For       For          Management
2     Ratify Auditors                         For       For          Management


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

YOUKU INC.

Ticker:       YOKU           Security ID:  98742U100
Meeting Date: AUG 20, 2012   Meeting Type: Annual
Record Date:  JUL 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Issuance of Shares in           For       For          Management
      Connection with Merger Agreement
2     Change Company Name From Youku Inc. to  For       For          Management
      Youku Tudou Inc.
3     Approve Voting Power Ratio Change of    For       Against      Management
      the Class B Shareholders
4     Approve Class Vote Threshold Change of  For       Against      Management
      the Class A Shareholders
5     Adjourn Meeting                         For       Against      Management


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

ZILLOW, INC.

Ticker:       Z              Security ID:  98954A107
Meeting Date: MAY 31, 2013   Meeting Type: Annual
Record Date:  APR 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard N. Barton        For       Withhold     Management
1.2   Elect Director Lloyd D. Frink           For       Withhold     Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Ratify Auditors                         For       For          Management

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



                                   SIGNATURE

   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.

                                           Liberty All-Star Growth Fund, Inc.

                                           By:    /s/ William Parmentier, Jr.
                                                  -----------------------------
                                                  William Parmentier, Jr.
                                                  President

                                           Date:  August 2, 2013

                                      -3-