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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)

                           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, 2013 - June 30, 2014

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Item 1 - Proxy Voting Record.

                                      -2-



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

ICA File Number: 811-04537
Reporting Period: 07/01/2013 - 06/30/2014
Liberty All-Star Growth Fund, Inc.









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


ACE LIMITED

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: JAN 10, 2014   Meeting Type: Special
Record Date:  DEC 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Dividend Distribution from      For       For          Management
      Legal Reserves
2     Elect of Homburger AG as Independent    For       For          Management
      Proxy
3     Transact Other Business (Voting)        For       For          Management


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ACE LIMITED

Ticker:       ACE            Security ID:  H0023R105
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 31, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Allocate Disposable Profit              For       For          Management
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4.1   Elect Director John Edwardson           For       For          Management
4.2   Elect Director Kimberly Ross            For       For          Management
4.3   Elect Director Robert Scully            For       For          Management
4.4   Elect Director David Sidwell            For       For          Management
4.5   Elect Director Evan G. Greenberg        For       For          Management
4.6   Elect Director Robert M. Hernandez      For       For          Management
4.7   Elect Director Michael G. Atieh         For       For          Management
4.8   Elect Director Mary A. Cirillo          For       For          Management
4.9   Elect Director Michael P. Connors       For       For          Management
4.10  Elect Director Peter Menikoff           For       For          Management
4.11  Elect Director Leo F. Mullin            For       For          Management
4.12  Elect Director Eugene B. Shanks, Jr.    For       For          Management
4.13  Elect Director Theodore E. Shasta       For       For          Management
4.14  Elect Director Olivier Steimer          For       For          Management
5     Elect Evan G. Greenberg as Board        For       Against      Management
      Chairman
6.1   Appoint Michael P. Connors as Member    For       For          Management
      of the Compensation Committee
6.2   Appoint Mary A. Cirillo as Member of    For       For          Management
      the Compensation Committee
6.3   Appoint John Edwardson as Member of     For       For          Management
      the Compensation Committee
6.4   Appoint Robert M. Hernandez as Member   For       For          Management
      of the Compensation Committee
7     Designate Homburger AG as Independent   For       For          Management
      Proxy
8.1   Ratify PricewaterhouseCoopers AG        For       For          Management
      (Zurich) as Auditors
8.2   Ratify PricewaterhouseCoopers LLP       For       For          Management
      (United States) as Independent
      Registered Accounting Firm as Auditors
8.3   Ratify BDO AG (Zurich) as Special       For       For          Management
      Auditors
9     Approve Creation of CHF 3.7 Billion     For       For          Management
      Pool of Capital without Preemptive
      Rights
10    Approve Dividend Distribution From      For       For          Management
      Legal Reserves Through Reduction of
      Par Value
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Transact Other Business (Voting)        For       Against      Management


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AGCO CORPORATION

Ticker:       AGCO           Security ID:  001084102
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  MAR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roy V. Armes             For       For          Management
1.2   Elect Director Michael C. Arnold        For       For          Management
1.3   Elect Director P. George Benson         For       For          Management
1.4   Elect Director Wolfgang Deml            For       For          Management
1.5   Elect Director Luiz F. Furlan           For       For          Management
1.6   Elect Director George E. Minnich        For       For          Management
1.7   Elect Director Martin H. Richenhagen    For       For          Management
1.8   Elect Director Gerald L. Shaheen        For       For          Management
1.9   Elect Director Mallika Srinivasan       For       For          Management
1.10  Elect Director Hendrikus Visser         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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ALLEGHENY TECHNOLOGIES INCORPORATED

Ticker:       ATI            Security ID:  01741R102
Meeting Date: MAY 01, 2014   Meeting Type: Annual
Record Date:  MAR 10, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James C. Diggs           For       For          Management
1.2   Elect Director J. Brett Harvey          For       For          Management
1.3   Elect Director Louis J. Thomas          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


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ALLERGAN, INC.

Ticker:       AGN            Security ID:  018490102
Meeting Date: MAY 06, 2014   Meeting Type: Annual
Record Date:  MAR 11, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David E.I. Pyott         For       For          Management
1b    Elect Director Michael R. Gallagher     For       Against      Management
1c    Elect Director Deborah Dunsire          For       For          Management
1d    Elect Director Trevor M. Jones          For       For          Management
1e    Elect Director Louis J. Lavigne, Jr.    For       For          Management
1f    Elect Director Peter J. McDonnell       For       For          Management
1g    Elect Director Timothy D. Proctor       For       For          Management
1h    Elect Director Russell T. Ray           For       For          Management
1i    Elect Director Henri A. Termeer         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
5     Require Independent Board Chairman      Against   For          Shareholder


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 31, 2014

#     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     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions       Against   For          Shareholder


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AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  03027X100
Meeting Date: MAY 20, 2014   Meeting Type: Annual
Record Date:  MAR 25, 2014

#     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       Against      Management
      Executive Officers' Compensation


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AMETEK, INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Anthony J. Conti         For       For          Management
1.2   Elect Director Frank S. Hermance        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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ANSYS, INC.

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

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


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ARCOS DORADOS HOLDINGS INC

Ticker:       ARCO           Security ID:  G0457F107
Meeting Date: APR 21, 2014   Meeting Type: Annual
Record Date:  MAR 19, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       Against      Management
      Statutory Reports (Voting)
2     Ratify EY (Pistrelli, Henry Martin y    For       Against      Management
      Asociados S.R.L., member firm of Ernst
      & Young Global) as Auditors and
      Authorize Board to Fix Their
      Remuneration
3.1   Elect Sergio Alonso as Director         For       Withhold     Management
3.2   Elect Michael Chu as Director           For       For          Management
3.3   Elect Jose Alberto Velez as Director    For       For          Management
3.4   Elect Jose Fernandez as Director        For       Withhold     Management


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ARM HOLDINGS PLC

Ticker:       ARM            Security ID:  042068106
Meeting Date: MAY 01, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     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     Approve Remuneration Policy             For       For          Management
5     Elect Stuart Chambers as Director       For       For          Management
6     Re-elect Simon Segars as Director       For       For          Management
7     Re-elect Andy Green as Director         For       For          Management
8     Re-elect Larry Hirst as Director        For       For          Management
9     Re-elect Mike Muller as Director        For       For          Management
10    Re-elect Kathleen O'Donovan as Director For       For          Management
11    Re-elect Janice Roberts as Director     For       For          Management
12    Re-elect Tim Score as Director          For       For          Management
13    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
14    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
15    Approve Increase in the Limit on        For       For          Management
      Directors' Remuneration
16    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
17    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
18    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
19    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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ASCENT CAPITAL GROUP, INC.

Ticker:       ASCMA          Security ID:  043632108
Meeting Date: MAY 22, 2014   Meeting Type: Annual
Record Date:  APR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William R. Fitzgerald    For       For          Management
1.2   Elect Director Michael J. Pohl          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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ATHENAHEALTH, INC.

Ticker:       ATHN           Security ID:  04685W103
Meeting Date: JUN 09, 2014   Meeting Type: Annual
Record Date:  APR 15, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Amy Abernethy            For       For          Management
1.2   Elect Director Jonathan Bush            For       For          Management
1.3   Elect Director Brandon Hull             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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B/E AEROSPACE, INC.

Ticker:       BEAV           Security ID:  073302101
Meeting Date: JUL 24, 2013   Meeting Type: Annual
Record Date:  MAY 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael F. Senft         For       For          Management
1.2   Elect Director John T. Whates           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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BIOMARIN PHARMACEUTICAL INC.

Ticker:       BMRN           Security ID:  09061G101
Meeting Date: JUN 04, 2014   Meeting Type: Annual
Record Date:  APR 07, 2014

#     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
1.10  Elect Director Dennis J. Slamon         For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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BLACK DIAMOND, INC.

Ticker:       BDE            Security ID:  09202G101
Meeting Date: JUN 05, 2014   Meeting Type: Annual
Record Date:  APR 16, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Warren B. Kanders        For       Withhold     Management
1.2   Elect Director Robert R. Schiller       For       Withhold     Management
1.3   Elect Director Peter R. Metcalf         For       Withhold     Management
1.4   Elect Director Donald L. House          For       Withhold     Management
1.5   Elect Director Nicholas Sokolow         For       Withhold     Management
1.6   Elect Director Michael A. Henning       For       Withhold     Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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BOFI HOLDING, INC.

Ticker:       BOFI           Security ID:  05566U108
Meeting Date: OCT 24, 2013   Meeting Type: Annual
Record Date:  AUG 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James S. Argalas         For       For          Management
1.2   Elect Director James J. Court           For       For          Management
1.3   Elect Director Edward J. Ratinoff       For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Ratify Auditors                         For       For          Management


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BORGWARNER INC.

Ticker:       BWA            Security ID:  099724106
Meeting Date: APR 30, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jan Carlson              For       For          Management
1.2   Elect Director Dennis C. Cuneo          For       For          Management
1.3   Elect Director Vicki L. Sato            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     Declassify the Board of Directors       For       For          Management
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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CARMAX, INC.

Ticker:       KMX            Security ID:  143130102
Meeting Date: JUN 23, 2014   Meeting Type: Annual
Record Date:  APR 15, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald E. Blaylock       For       For          Management
1.2   Elect Director Thomas J. Folliard       For       For          Management
1.3   Elect Director Rakesh Gangwal           For       For          Management
1.4   Elect Director Jeffrey E. Garten        For       For          Management
1.5   Elect Director Shira Goodman            For       For          Management
1.6   Elect Director W. Robert Grafton        For       For          Management
1.7   Elect Director Edgar H. Grubb           For       For          Management
1.8   Elect Director Mitchell D. Steenrod     For       For          Management
1.9   Elect Director Thomas G. Stemberg       For       For          Management
1.10  Elect Director William R. Tiefel        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CELGENE CORPORATION

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 18, 2014   Meeting Type: Annual
Record Date:  APR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Hugin          For       For          Management
1.2   Elect Director Richard W. Barker        For       For          Management
1.3   Elect Director Michael D. Casey         For       For          Management
1.4   Elect Director Carrie S. Cox            For       For          Management
1.5   Elect Director Rodman L. Drake          For       For          Management
1.6   Elect Director Michael A. Friedman      For       For          Management
1.7   Elect Director Gilla Kaplan             For       For          Management
1.8   Elect Director James J. Loughlin        For       For          Management
1.9   Elect Director Ernest Mario             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Increase Authorized Common Stock and    For       For          Management
      Approve Stock Split
4     Amend Omnibus Stock Plan                For       Against      Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Report on Lobbying Payments and Policy  Against   For          Shareholder


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CERNER CORPORATION

Ticker:       CERN           Security ID:  156782104
Meeting Date: MAY 23, 2014   Meeting Type: Annual
Record Date:  MAR 26, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John C. Danforth         For       For          Management
1b    Elect Director Neal L. Patterson        For       For          Management
1c    Elect Director William D. Zollars       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CONCUR TECHNOLOGIES, INC.

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

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


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CORE LABORATORIES N.V.

Ticker:       CLB            Security ID:  N22717107
Meeting Date: MAY 13, 2014   Meeting Type: Annual
Record Date:  APR 15, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David M. Demshur         For       For          Management
1b    Elect Director Michael C. Kearney       For       For          Management
1c    Elect Director Jan Willem Sodderland    For       For          Management
2     Ratify PricewaterhouseCoopers LLP 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
9     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
10    Amend Omnibus Stock Plan                For       For          Management


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COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 30, 2014   Meeting Type: Annual
Record Date:  NOV 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Susan L. Decker          For       Withhold     Management
1.2   Elect Director Richard M. Libenson      For       Withhold     Management
1.3   Elect Director John W. Meisenbach       For       Withhold     Management
1.4   Elect Director Charles T. Munger        For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Simple Majority Vote              Against   For          Shareholder
5     Declassify the Board of Directors       None      For          Management


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CUMMINS INC.

Ticker:       CMI            Security ID:  231021106
Meeting Date: MAY 13, 2014   Meeting Type: Annual
Record Date:  MAR 11, 2014

#     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 Robert K. Herdman        For       For          Management
6     Elect Director Robert J. Bernhard       For       For          Management
7     Elect Director Franklin R. Chang Diaz   For       For          Management
8     Elect Director Stephen B. Dobbs         For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Ratify Auditors                         For       For          Management
11    Provide For Confidential Running Vote   Against   For          Shareholder
      Tallies


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DECKERS OUTDOOR CORPORATION

Ticker:       DECK           Security ID:  243537107
Meeting Date: JUN 18, 2014   Meeting Type: Annual
Record Date:  APR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Angel R. Martinez        For       For          Management
1.2   Elect Director John M. Gibbons          For       For          Management
1.3   Elect Director John G. Perenchio        For       For          Management
1.4   Elect Director Maureen Conners          For       For          Management
1.5   Elect Director Karyn O. Barsa           For       For          Management
1.6   Elect Director Michael F. Devine, III   For       For          Management
1.7   Elect Director James Quinn              For       For          Management
1.8   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 11, 2014   Meeting Type: Annual
Record Date:  APR 14, 2014

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


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DISCOVERY COMMUNICATIONS, INC.

Ticker:       DISCA          Security ID:  25470F104
Meeting Date: MAY 16, 2014   Meeting Type: Annual
Record Date:  MAR 20, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert R. Bennett        For       Withhold     Management
1.2   Elect Director John C. Malone           For       Withhold     Management
1.3   Elect Director David M. Zaslav          For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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DORMAN PRODUCTS, INC.

Ticker:       DORM           Security ID:  258278100
Meeting Date: MAY 16, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Berman         For       For          Management
1.2   Elect Director Robert M. Lynch          For       For          Management
1.3   Elect Director Paul R. Lederer          For       For          Management
1.4   Elect Director Edgar W. Levin           For       For          Management
1.5   Elect Director Richard T. Riley         For       For          Management
1.6   Elect Director Mathias J. Barton        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Bundled Compensation Plans        For       For          Management
4     Ratify Auditors                         For       For          Management


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DRIL-QUIP, INC.

Ticker:       DRQ            Security ID:  262037104
Meeting Date: MAY 16, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Blake T. DeBerry         For       For          Management
1.2   Elect Director John V. Lovoi            For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Amend Articles to Delete Obsolete       For       For          Management
      Provisions
4     Amend Articles Deleting Exception to    For       For          Management
      Business Combination Provisions for
      Co-founders
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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DSW INC.

Ticker:       DSW            Security ID:  23334L102
Meeting Date: OCT 14, 2013   Meeting Type: Special
Record Date:  AUG 16, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Increase Authorized Common Stock        For       For          Management
2     Approve Stock Split                     For       For          Management


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DSW INC.

Ticker:       DSW            Security ID:  23334L102
Meeting Date: JUN 18, 2014   Meeting Type: Annual
Record Date:  APR 15, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carolee Friedlander      For       For          Management
1.2   Elect Director Harvey L. Sonnenberg     For       For          Management
1.3   Elect Director Allan J. Tanenbaum       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Approve Omnibus Stock Plan              For       Against      Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ENVESTNET, INC.

Ticker:       ENV            Security ID:  29404K106
Meeting Date: JUL 31, 2013   Meeting Type: Annual
Record Date:  JUN 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Judson Bergman           For       For          Management
1.2   Elect Director Yves Sisteron            For       For          Management
2     Ratify Auditors                         For       For          Management


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ENVESTNET, INC.

Ticker:       ENV            Security ID:  29404K106
Meeting Date: MAY 14, 2014   Meeting Type: Annual
Record Date:  MAR 31, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ross Chapin              For       For          Management
1.2   Elect Director Cynthia Egan             For       For          Management
1.3   Elect Director Gates Hawn               For       For          Management
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


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

EQUINIX, INC.

Ticker:       EQIX           Security ID:  29444U502
Meeting Date: JUN 04, 2014   Meeting Type: Annual
Record Date:  APR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas 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     Amend Securities Transfer Restrictions  For       For          Management
5     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan


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

EVERCORE PARTNERS INC.

Ticker:       EVR            Security ID:  29977A105
Meeting Date: JUN 05, 2014   Meeting Type: Annual
Record Date:  APR 16, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roger C. Altman          For       Withhold     Management
1.2   Elect Director Pedro Aspe               For       Withhold     Management
1.3   Elect Director Richard I. Beattie       For       Withhold     Management
1.4   Elect Director Francois de Saint Phalle For       For          Management
1.5   Elect Director Gail B. Harris           For       For          Management
1.6   Elect Director Curt Hessler             For       For          Management
1.7   Elect Director Robert B. Millard        For       For          Management
1.8   Elect Director Ralph L. Schlosstein     For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

EXAMWORKS GROUP, INC.

Ticker:       EXAM           Security ID:  30066A105
Meeting Date: JUN 05, 2014   Meeting Type: Annual
Record Date:  APR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Thomas Presby         For       For          Management
1.2   Elect Director David B. Zenoff          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

FARO TECHNOLOGIES, INC.

Ticker:       FARO           Security ID:  311642102
Meeting Date: MAY 29, 2014   Meeting Type: Annual
Record Date:  APR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen R. Cole          For       For          Management
1.2   Elect Director Marvin R. Sambur         For       For          Management
1.3   Elect Director Jay W. Freeland          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     Approve Omnibus Stock Plan              For       For          Management


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

FASTENAL COMPANY

Ticker:       FAST           Security ID:  311900104
Meeting Date: APR 22, 2014   Meeting Type: Annual
Record Date:  FEB 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Willard D. Oberton       For       For          Management
1b    Elect Director Michael M. Gostomski     For       For          Management
1c    Elect Director Michael J. Dolan         For       For          Management
1d    Elect Director Reyne K. Wisecup         For       For          Management
1e    Elect Director Hugh L. Miller           For       For          Management
1f    Elect Director Michael J. Ancius        For       For          Management
1g    Elect Director Scott A. Satterlee       For       For          Management
1h    Elect Director Rita J. Heise            For       For          Management
1i    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


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

FEI COMPANY

Ticker:       FEIC           Security ID:  30241L109
Meeting Date: MAY 08, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

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


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

FINANCIAL ENGINES, INC.

Ticker:       FNGN           Security ID:  317485100
Meeting Date: MAY 20, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Blake R. Grossman        For       For          Management
1.2   Elect Director Robert A. Huret          For       For          Management
1.3   Elect Director Jeffrey N. Maggioncalda  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


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

FIREEYE, INC.

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

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


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

FIRSTSERVICE CORPORATION

Ticker:       FSV            Security ID:  33761N109
Meeting Date: APR 08, 2014   Meeting Type: Annual/Special
Record Date:  MAR 07, 2014

#     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 Frederick F. Reichheld   For       For          Management
2.8   Elect Director Michael Stein            For       For          Management
3     Amend Stock Option Plan                 For       Against      Management


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

FLEETMATICS GROUP PLC

Ticker:       FLTX           Security ID:  G35569105
Meeting Date: AUG 19, 2013   Meeting Type: Annual
Record Date:  JUL 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Andrew Flett as Director          For       Against      Management
1b    Elect Jack Noonan as Director           For       For          Management
2a    Reappoint PricewaterhouseCoopers as     For       For          Management
      Auditors
2b    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
3     Approve Remuneration of Directors       For       For          Management
4     Amend Omnibus Stock Plan                For       Against      Management
5     Authorise Issuance of Equity or         For       Against      Management
      Equity-Linked Securities with
      Preemptive Rights
6     Change Location of Annual Meeting       For       For          Management
7     Authorise Issuance of Equity or         For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights


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

FRANCESCA'S HOLDING CORPORATION

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

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


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

FRANCESCA'S HOLDING CORPORATION

Ticker:       FRAN           Security ID:  351793104
Meeting Date: JUN 05, 2014   Meeting Type: Annual
Record Date:  APR 07, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Greg Brenneman           For       For          Management
1.2   Elect Director Neill Davis              For       For          Management
1.3   Elect Director Laurie Ann Goldman       For       For          Management
2     Ratify Auditors                         For       For          Management


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

FRANK'S INTERNATIONAL N.V.

Ticker:       FI             Security ID:  N33462107
Meeting Date: NOV 06, 2013   Meeting Type: Special
Record Date:  OCT 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Gary P. Luquette as Director      For       For          Management
1.2   Elect Michael C. Kearney  as Director   For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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

FRANK'S INTERNATIONAL N.V.

Ticker:       FI             Security ID:  N33462107
Meeting Date: MAY 14, 2014   Meeting Type: Annual
Record Date:  MAR 19, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald Keith Mosing      For       Withhold     Management
1.2   Elect Director Kirkland D. Mosing       For       Withhold     Management
1.3   Elect Director Steven B. Mosing         For       Withhold     Management
1.4   Elect Director Sheldon R. Erikson       For       For          Management
1.5   Elect Director Michael C. Kearney       For       For          Management
1.6   Elect Director Gary P. Luquette         For       For          Management
2     Adopt Financial Statements and          For       For          Management
      Statutory Reports
3     Approve Discharge of Management Board   For       For          Management
4     Approve Discharge of Supervisory Board  For       For          Management
5     Ratify PricewaterhouseCoopers           For       For          Management
      Accountants N.V as Auditors
6     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
7     Approve Remuneration Report Containing  For       For          Management
      Remuneration Policy for Management
      Board Members
8     Approve Remuneration of Supervisory     For       For          Management
      Board
9     Approve Dividends Authorized capital    For       For          Management
10A   Amend Articles Re: Authorized capital   For       For          Management
10B   Amend Articles Re: Profits              For       For          Management
10C   Amend Articles Re: Convocation Agenda   For       For          Management
10D   Amend Articles Re: Rights Exercisable   For       For          Management
      During a Meeting and Decision Making
10E   Amend Articles Re: Liquidation          For       For          Management


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

FXCM INC.

Ticker:       FXCM           Security ID:  302693106
Meeting Date: JUN 11, 2014   Meeting Type: Annual
Record Date:  APR 15, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Ahdout           For       For          Management
1.2   Elect Director James G. 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     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GEOSPACE TECHNOLOGIES CORPORATION

Ticker:       GEOS           Security ID:  37364X109
Meeting Date: FEB 06, 2014   Meeting Type: Annual
Record Date:  DEC 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Thomas L. Davis          For       For          Management
1B    Elect Director Richard F. Miles         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     Approve Omnibus Stock Plan              For       For          Management


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

GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: MAY 14, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry Page               For       For          Management
1.2   Elect Director Sergey Brin              For       Withhold     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     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
7     Adopt Policy and Report on Impact of    Against   Against      Shareholder
      Tax Strategy
8     Require Independent Board Chairman      Against   For          Shareholder


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

GRACO INC.

Ticker:       GGG            Security ID:  384109104
Meeting Date: APR 25, 2014   Meeting Type: Annual
Record Date:  FEB 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Patrick J. McHale        For       For          Management
1b    Elect Director Lee R. Mitau             For       For          Management
1c    Elect Director Martha A. Morfitt        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

GREENLIGHT CAPITAL RE, LTD.

Ticker:       GLRE           Security ID:  G4095J109
Meeting Date: APR 30, 2014   Meeting Type: Annual
Record Date:  MAR 07, 2014

#     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


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

HEICO CORPORATION

Ticker:       HEI            Security ID:  422806109
Meeting Date: MAR 21, 2014   Meeting Type: Annual
Record Date:  JAN 17, 2014

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


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

HILTON WORLDWIDE HOLDINGS INC.

Ticker:       HLT            Security ID:  43300A104
Meeting Date: MAY 07, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christopher J. Nassetta  For       Withhold     Management
1.2   Elect Director Jonathan D. Gray         For       Withhold     Management
1.3   Elect Director Michael S. Chae          For       Withhold     Management
1.4   Elect Director Tyler S. Henritze        For       Withhold     Management
1.5   Elect Director Judith A. McHale         For       For          Management
1.6   Elect Director John G. Schreiber        For       Withhold     Management
1.7   Elect Director Elizabeth A. Smith       For       For          Management
1.8   Elect Director Douglas M. Steenland     For       For          Management
1.9   Elect Director William J. Stein         For       Withhold     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


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

HURON CONSULTING GROUP INC.

Ticker:       HURN           Security ID:  447462102
Meeting Date: MAY 02, 2014   Meeting Type: Annual
Record Date:  MAR 04, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director H. Eugene Lockhart       For       For          Management
1.2   Elect Director George E. Massaro        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


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

IHS INC.

Ticker:       IHS            Security ID:  451734107
Meeting Date: APR 09, 2014   Meeting Type: Annual
Record Date:  FEB 18, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian H. Hall            For       For          Management
1.2   Elect Director Balakrishnan S. Iyer     For       For          Management
1.3   Elect Director Jerre L. Stead           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ILLUMINA, INC.

Ticker:       ILMN           Security ID:  452327109
Meeting Date: MAY 28, 2014   Meeting Type: Annual
Record Date:  APR 01, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel M. Bradbury       For       For          Management
1.2   Elect Director Robert S. Epstein        For       For          Management
1.3   Elect Director Roy A. Whitfield         For       For          Management
1.4   Elect Director Francis A. deSouza       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt the Jurisdiction of               For       Against      Management
      Incorporation as the Exclusive Forum
      for Certain Disputes


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

INCONTACT, INC.

Ticker:       SAAS           Security ID:  45336E109
Meeting Date: JUN 11, 2014   Meeting Type: Annual
Record Date:  APR 16, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Theodore Stern           For       For          Management
1.2   Elect Director Paul Jarman              For       For          Management
1.3   Elect Director Steve Barnett            For       For          Management
1.4   Elect Director Mark J. Emkjer           For       For          Management
1.5   Elect Director Blake O. Fisher, Jr.     For       For          Management
1.6   Elect Director Paul F. Koeppe           For       For          Management
1.7   Elect Director Hamid Akhavan            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

INSULET CORPORATION

Ticker:       PODD           Security ID:  45784P101
Meeting Date: MAY 14, 2014   Meeting Type: Annual
Record Date:  MAR 19, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sally Crawford           For       For          Management
1.2   Elect Director Regina Sommer            For       For          Management
1.3   Elect Director Joseph Zakrzewski        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

INTERDIGITAL, INC.

Ticker:       IDCC           Security ID:  45867G101
Meeting Date: JUN 12, 2014   Meeting Type: Annual
Record Date:  APR 15, 2014

#     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     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


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

INTUITIVE SURGICAL, INC.

Ticker:       ISRG           Security ID:  46120E602
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  FEB 25, 2014

#     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
1.4   Elect Director Craig H. Barratt         For       For          Management
1.5   Elect Director Floyd D. Loop            For       For          Management
1.6   Elect Director George Stalk, Jr.        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

IPG PHOTONICS CORPORATION

Ticker:       IPGP           Security ID:  44980X109
Meeting Date: JUN 03, 2014   Meeting Type: Annual
Record Date:  APR 07, 2014

#     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 Henry E. Gauthier        For       For          Management
1.7   Elect Director William S. Hurley        For       For          Management
1.8   Elect Director Eric Meurice             For       For          Management
1.9   Elect Director John R. Peeler           For       For          Management
1.10  Elect Director Thomas J. Seifert        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

KANSAS CITY SOUTHERN

Ticker:       KSU            Security ID:  485170302
Meeting Date: MAY 01, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Henry R. Davis           For       For          Management
1.2   Elect Director Robert J. Druten         For       For          Management
1.3   Elect Director Rodney E. Slater         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     Provide Right to Call Special Meeting   For       For          Management


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

KATE SPADE & COMPANY

Ticker:       KATE           Security ID:  485865109
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bernard W. Aronson       For       For          Management
1.2   Elect Director Lawrence S. Benjamin     For       For          Management
1.3   Elect Director Raul J. Fernandez        For       For          Management
1.4   Elect Director Kenneth B. Gilman        For       For          Management
1.5   Elect Director Nancy J. Karch           For       For          Management
1.6   Elect Director Kenneth P. Kopelman      For       For          Management
1.7   Elect Director Kay Koplovitz            For       For          Management
1.8   Elect Director Craig A. Leavitt         For       For          Management
1.9   Elect Director Deborah J. Lloyd         For       For          Management
1.10  Elect Director Doreen A. Toben          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Other Business                          For       Against      Management


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

LANDSTAR SYSTEM, INC.

Ticker:       LSTR           Security ID:  515098101
Meeting Date: MAY 22, 2014   Meeting Type: Annual
Record Date:  MAR 27, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David G. Bannister       For       For          Management
1.2   Elect Director Michael A. Henning       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LINKEDIN CORPORATION

Ticker:       LNKD           Security ID:  53578A108
Meeting Date: JUN 10, 2014   Meeting Type: Annual
Record Date:  APR 15, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Reid Hoffman             For       For          Management
1.2   Elect Director Stanley J. Meresman      For       Withhold     Management
1.3   Elect Director David Sze                For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management


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

LIQUIDITY SERVICES, INC.

Ticker:       LQDT           Security ID:  53635B107
Meeting Date: FEB 27, 2014   Meeting Type: Annual
Record Date:  JAN 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Phillip A. Clough        For       For          Management
1.2   Elect Director George H. Ellis          For       For          Management
1.3   Elect Director Jaime Mateus-Tique       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


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

MARKETAXESS HOLDINGS INC.

Ticker:       MKTX           Security ID:  57060D108
Meeting Date: JUN 05, 2014   Meeting Type: Annual
Record Date:  APR 08, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard M. McVey         For       For          Management
1b    Elect Director Steven L. Begleiter      For       For          Management
1c    Elect Director Stephen P. Casper        For       For          Management
1d    Elect Director Jane Chwick              For       For          Management
1e    Elect Director William F. Cruger        For       For          Management
1f    Elect Director David G. Gomach          For       For          Management
1g    Elect Director Carlos M. Hernandez      For       For          Management
1h    Elect Director Ronald M. Hersch         For       For          Management
1i    Elect Director John Steinhardt          For       For          Management
1j    Elect Director James J. Sullivan        For       For          Management
1k    Elect Director Lesley Daniels Webster   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MASIMO CORPORATION

Ticker:       MASI           Security ID:  574795100
Meeting Date: OCT 02, 2013   Meeting Type: Annual
Record Date:  AUG 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joe Kiani                For       For          Management
1.2   Elect Director Jack Lasersohn           For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

MASIMO CORPORATION

Ticker:       MASI           Security ID:  574795100
Meeting Date: JUN 05, 2014   Meeting Type: Annual
Record Date:  APR 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven J. Barker         For       Against      Management
1.2   Elect Director Sanford Fitch            For       Against      Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

MEAD JOHNSON NUTRITION COMPANY

Ticker:       MJN            Security ID:  582839106
Meeting Date: MAY 01, 2014   Meeting Type: Annual
Record Date:  MAR 14, 2014

#     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 Michael Grobstein        For       For          Management
1i    Elect Director Peter Kasper Jakobsen    For       For          Management
1j    Elect Director Peter G. Ratcliffe       For       For          Management
1k    Elect Director Elliott Sigal            For       For          Management
1l    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


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

MONSTER BEVERAGE CORPORATION

Ticker:       MNST           Security ID:  611740101
Meeting Date: JUN 02, 2014   Meeting Type: Annual
Record Date:  APR 09, 2014

#     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 Mark J. Hall             For       For          Management
1.4   Elect Director Norman C. Epstein        For       For          Management
1.5   Elect Director Benjamin M. Polk         For       For          Management
1.6   Elect Director Sydney Selati            For       For          Management
1.7   Elect Director Harold C. Taber, Jr.     For       For          Management
1.8   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
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
5     Adopt Policy and Report on Board        Against   For          Shareholder
      Diversity


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

MSC INDUSTRIAL DIRECT CO., INC.

Ticker:       MSM            Security ID:  553530106
Meeting Date: JAN 16, 2014   Meeting Type: Annual
Record Date:  NOV 27, 2013

#     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 Erik Gershwind           For       For          Management
1.4   Elect Director Jonathan Byrnes          For       For          Management
1.5   Elect Director Roger Fradin             For       For          Management
1.6   Elect Director 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


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

NEOGEN CORPORATION

Ticker:       NEOG           Security ID:  640491106
Meeting Date: OCT 03, 2013   Meeting Type: Annual
Record Date:  AUG 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William T. Boehm         For       For          Management
1.2   Elect Director Jack C. Parnell          For       For          Management
1.3   Elect Director Clayton K. Yeutter       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 06, 2014   Meeting Type: Annual
Record Date:  MAR 07, 2014

#     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     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


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

NORDSON CORPORATION

Ticker:       NDSN           Security ID:  655663102
Meeting Date: FEB 25, 2014   Meeting Type: Annual
Record Date:  DEC 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph P. Keithley       For       For          Management
1.2   Elect Director Michael J. Merriman, Jr  For       For          Management
1.3   Elect Director Mary G. Puma             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NVIDIA CORPORATION

Ticker:       NVDA           Security ID:  67066G104
Meeting Date: MAY 23, 2014   Meeting Type: Annual
Record Date:  MAR 25, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Robert K. Burgess        For       For          Management
1b    Elect Director Tench Coxe               For       For          Management
1c    Elect Director James C. Gaither         For       For          Management
1d    Elect Director Jen-Hsun Huang           For       For          Management
1e    Elect Director Dawn Hudson              For       For          Management
1f    Elect Director Harvey C. Jones          For       For          Management
1g    Elect Director William J. Miller        For       For          Management
1h    Elect Director Mark L. Perry            For       For          Management
1i    Elect Director A. Brooke Seawell        For       For          Management
1j    Elect Director Mark A. Stevens          For       For          Management
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


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

OCEANEERING INTERNATIONAL, INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director T. Jay Collins           For       For          Management
1.2   Elect Director D. Michael Hughes        For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

PALO ALTO NETWORKS, INC.

Ticker:       PANW           Security ID:  697435105
Meeting Date: DEC 11, 2013   Meeting Type: Annual
Record Date:  OCT 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Asheem Chandna           For       For          Management
1b    Elect Director James J. Goetz           For       For          Management
1c    Elect Director Mark D. McLaughlin       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

POLARIS INDUSTRIES INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin M. Farr            For       For          Management
1.2   Elect Director Gary E. Hendrickson      For       For          Management
1.3   Elect Director R. M. (Mark) Schreck     For       For          Management
1.4   Elect Director William G. Van Dyke      For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PORTFOLIO RECOVERY ASSOCIATES, INC.

Ticker:       PRAA           Security ID:  73640Q105
Meeting Date: MAY 29, 2014   Meeting Type: Annual
Record Date:  APR 04, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Scott M. Tabakin         For       For          Management
1.2   Elect Director James M. Voss            For       For          Management
1.3   Elect Director Marjorie M. Connelly     For       For          Management
1.4   Elect Director James A. Nussle          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


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

PRAXAIR, INC.

Ticker:       PX             Security ID:  74005P104
Meeting Date: APR 22, 2014   Meeting Type: Annual
Record Date:  FEB 28, 2014

#     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 Nance K. Dicciani        For       For          Management
1.4   Elect Director Edward G. Galante        For       For          Management
1.5   Elect Director Claire W. Gargalli       For       For          Management
1.6   Elect Director Ira D. Hall              For       For          Management
1.7   Elect Director Raymond W. LeBoeuf       For       For          Management
1.8   Elect Director Larry D. McVay           For       For          Management
1.9   Elect Director Denise L. Ramos          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     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 13, 2013   Meeting Type: Annual
Record Date:  JUN 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark Donegan             For       For          Management
1.2   Elect Director Daniel J. Murphy         For       For          Management
1.3   Elect Director Vernon E. Oechsle        For       For          Management
1.4   Elect Director Ulrich Schmidt           For       For          Management
1.5   Elect Director Richard L. Wambold       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     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors


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

PRICESMART, INC.

Ticker:       PSMT           Security ID:  741511109
Meeting Date: JAN 22, 2014   Meeting Type: Annual
Record Date:  NOV 29, 2013

#     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       For          Management
1.8   Elect Director Edgar Zurcher            For       For          Management


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

PUMA BIOTECHNOLOGY, INC.

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

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


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 04, 2014   Meeting Type: Annual
Record Date:  JAN 06, 2014

#     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 Steven M. Mollenkopf     For       For          Management
1i    Elect Director Duane A. Nelles          For       For          Management
1j    Elect Director Clark T. 'Sandy' Randt,  For       For          Management
      Jr.
1k    Elect Director Francisco Ros            For       For          Management
1l    Elect Director Jonathan J. Rubinstein   For       For          Management
1m    Elect Director Brent Scowcroft          For       For          Management
1n    Elect Director Marc I. Stern            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


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

REALPAGE, INC.

Ticker:       RP             Security ID:  75606N109
Meeting Date: JUN 04, 2014   Meeting Type: Annual
Record Date:  APR 07, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alfred R. Berkeley, III  For       For          Management
1.2   Elect Director Charles Kane             For       For          Management
1.3   Elect Director Peter Gyenes             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
5     Approve Executive Incentive Bonus Plan  For       For          Management


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

RETAILMENOT, INC.

Ticker:       SALE           Security ID:  76132B106
Meeting Date: APR 30, 2014   Meeting Type: Annual
Record Date:  MAR 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.i   Elect Director C. Thomas Ball           For       For          Management
1.ii  Elect Director Jeffrey M. Crowe         For       For          Management
2     Ratify Auditors                         For       For          Management


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

REXNORD CORPORATION

Ticker:       RXN            Security ID:  76169B102
Meeting Date: AUG 01, 2013   Meeting Type: Annual
Record Date:  JUN 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark S. Bartlett         For       For          Management
1.2   Elect Director Damian J. Giangiacomo    For       Withhold     Management
1.3   Elect Director Steven Martinez          For       Withhold     Management
2     Ratify Auditors                         For       For          Management


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

ROCKWELL AUTOMATION, INC.

Ticker:       ROK            Security ID:  773903109
Meeting Date: FEB 04, 2014   Meeting Type: Annual
Record Date:  DEC 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
A1    Elect Director Steven R. Kalmanson      For       Withhold     Management
A2    Elect Director James P. Keane           For       Withhold     Management
A3    Elect Director Donald R. Parfet         For       Withhold     Management
B     Ratify Auditors                         For       For          Management
C     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
D     Require a Majority Vote for the         None      For          Shareholder
      Election of Directors


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

SALESFORCE.COM, INC.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUN 02, 2014   Meeting Type: Annual
Record Date:  APR 08, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc Benioff             For       For          Management
1.2   Elect Director Keith Block              For       For          Management
1.3   Elect Director Craig Conway             For       For          Management
1.4   Elect Director Alan Hassenfeld          For       For          Management
1.5   Elect Director Colin Powell             For       For          Management
1.6   Elect Director John V. Roos             For       For          Management
1.7   Elect Director Lawrence Tomlinson       For       For          Management
1.8   Elect Director Robin Washington         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 09, 2014   Meeting Type: Annual
Record Date:  FEB 19, 2014

#     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 Maureen Kempston Darkes  For       For          Management
1e    Elect Director Paal Kibsgaard           For       For          Management
1f    Elect Director Nikolay Kudryavtsev      For       For          Management
1g    Elect Director Michael E. Marks         For       For          Management
1h    Elect Director Lubna S. Olayan          For       For          Management
1i    Elect Director Leo 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


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

SERVICESOURCE INTERNATIONAL, INC.

Ticker:       SREV           Security ID:  81763U100
Meeting Date: MAY 29, 2014   Meeting Type: Annual
Record Date:  APR 11, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael A. Smerklo       For       For          Management
1.2   Elect Director Steven M. Cakebread      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

SIGNATURE BANK

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Scott A. Shay            For       For          Management
1.2   Elect Director Alfred B. DelBello       For       For          Management
1.3   Elect Director Joseph J. DePaolo        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SILVER WHEATON CORP.

Ticker:       SLW            Security ID:  828336107
Meeting Date: MAY 09, 2014   Meeting Type: Annual/Special
Record Date:  MAR 21, 2014

#     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 Chantal Gosselin         For       For          Management
a6    Elect Director Douglas M. Holtby        For       For          Management
a7    Elect Director Eduardo Luna             For       For          Management
a8    Elect Director Wade D. Nesmith          For       For          Management
a9    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
d     Amend Share Option Plan                 For       For          Management
e     Approve Advance Notice Policy           For       For          Management
f     Amend Quorum Requirements               For       For          Management
g     Allow Electronic Distribution of        For       For          Management
      Company Communications


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

SOLERA HOLDINGS, INC.

Ticker:       SLH            Security ID:  83421A104
Meeting Date: NOV 08, 2013   Meeting Type: Annual
Record Date:  SEP 23, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tony Aquila              For       For          Management
1.2   Elect Director Thomas A. Dattilo        For       For          Management
1.3   Elect Director Arthur F. Kingsbury      For       For          Management
1.4   Elect Director Kurt J. Lauk             For       For          Management
1.5   Elect Director Kenneth A. Viellieu      For       For          Management
1.6   Elect Director Thomas C. Wajnert        For       For          Management
1.7   Elect Director Stuart J. Yarbrough      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management


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

SPLUNK INC.

Ticker:       SPLK           Security ID:  848637104
Meeting Date: JUN 10, 2014   Meeting Type: Annual
Record Date:  APR 15, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John G. Connors          For       For          Management
1.2   Elect Director Patricia B. Morrison     For       For          Management
1.3   Elect Director Nicholas G. Sturiale     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

SPS COMMERCE, INC.

Ticker:       SPSC           Security ID:  78463M107
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 20, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Archie C. Black          For       For          Management
1.2   Elect Director Michael  B. Gorman       For       For          Management
1.3   Elect Director Martin J. Leestma        For       For          Management
1.4   Elect Director James B. Ramsey          For       For          Management
1.5   Elect Director Michael A. Smerklo       For       For          Management
1.6   Elect Director Philip E. Soran          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


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

STAMPS.COM INC.

Ticker:       STMP           Security ID:  852857200
Meeting Date: JUN 11, 2014   Meeting Type: Annual
Record Date:  APR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Kenneth McBride          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 15, 2014   Meeting Type: Annual/Special
Record Date:  MAR 20, 2014

#     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       For          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 as Auditors and   For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Adopt Bylaw No. 2                       For       Against      Management
4     Approve Long Term Incentive Plan        For       For          Management
5     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

STARBUCKS CORPORATION

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 19, 2014   Meeting Type: Annual
Record Date:  JAN 09, 2014

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


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

T. ROWE PRICE GROUP, INC.

Ticker:       TROW           Security ID:  74144T108
Meeting Date: APR 24, 2014   Meeting Type: Annual
Record Date:  FEB 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mark S. Bartlett         For       For          Management
1b    Elect Director Edward C. Bernard        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 Olympia J. Snowe         For       For          Management
1j    Elect Director Alfred Sommer            For       For          Management
1k    Elect Director Dwight S. Taylor         For       For          Management
1l    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 ADVISORY BOARD COMPANY

Ticker:       ABCO           Security ID:  00762W107
Meeting Date: SEP 05, 2013   Meeting Type: Annual
Record Date:  JUL 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sanju K. Bansal          For       For          Management
1.2   Elect Director David L. Felsenthal      For       For          Management
1.3   Elect Director Peter J. Grua            For       For          Management
1.4   Elect Director Nancy Killefer           For       For          Management
1.5   Elect Director Kelt Kindick             For       For          Management
1.6   Elect Director Robert W. Musslewhite    For       For          Management
1.7   Elect Director Mark R. Neaman           For       For          Management
1.8   Elect Director Leon D. Shapiro          For       For          Management
1.9   Elect Director Frank J. Williams        For       For          Management
1.10  Elect Director Leanne M. Zumwalt        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


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

THE BOSTON BEER COMPANY, INC.

Ticker:       SAM            Security ID:  100557107
Meeting Date: JUN 04, 2014   Meeting Type: Annual
Record Date:  APR 04, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David A. Burwick         For       For          Management
1.2   Elect Director Pearson C. Cummin, III   For       For          Management
1.3   Elect Director Jeanne-Michel Valette    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE CHARLES SCHWAB CORPORATION

Ticker:       SCHW           Security ID:  808513105
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Frank C. Herringer       For       For          Management
1b    Elect Director Stephen T. McLin         For       For          Management
1c    Elect Director Roger O. Walther         For       For          Management
1d    Elect Director Robert N. Wilson         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions       Against   For          Shareholder
5     Prepare Employment Diversity Report     Against   For          Shareholder
6     Pro-rata Vesting of Equity Awards       Against   For          Shareholder


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

THE FRESH MARKET, INC.

Ticker:       TFM            Security ID:  35804H106
Meeting Date: JUN 03, 2014   Meeting Type: Annual
Record Date:  APR 11, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Craig Carlock            For       For          Management
1.2   Elect Director Richard Noll             For       For          Management
1.3   Elect Director Michael Tucci            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

THE HAIN CELESTIAL GROUP, INC.

Ticker:       HAIN           Security ID:  405217100
Meeting Date: NOV 19, 2013   Meeting Type: Annual
Record Date:  SEP 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Irwin D. Simon           For       For          Management
1.2   Elect Director Richard C. Berke         For       For          Management
1.3   Elect Director Jack Futterman           For       For          Management
1.4   Elect Director Marina Hahn              For       For          Management
1.5   Elect Director Andrew R. Heyer          For       For          Management
1.6   Elect Director Roger Meltzer            For       Withhold     Management
1.7   Elect Director Scott M. O'Neil          For       For          Management
1.8   Elect Director Lawrence S. Zilavy       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


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

THE MIDDLEBY CORPORATION

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Selim A. Bassoul         For       For          Management
1.2   Elect Director Sarah Palisi Chapin      For       For          Management
1.3   Elect Director Robert B. Lamb           For       For          Management
1.4   Elect Director John R. Miller, III      For       For          Management
1.5   Elect Director Gordon O'Brien           For       For          Management
1.6   Elect Director Philip G. Putnam         For       For          Management
1.7   Elect Director Sabin C. Streeter        For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Increase Authorized Common Stock        For       Against      Management
4     Ratify Auditors                         For       For          Management


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

THE PRICELINE GROUP INC.

Ticker:       PCLN           Security ID:  741503403
Meeting Date: JUN 05, 2014   Meeting Type: Annual
Record Date:  APR 10, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Timothy M. 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 Darren R. Huston         For       For          Management
1.8   Elect Director Nancy B. Peretsman       For       For          Management
1.9   Elect Director Thomas E. Rothman        For       For          Management
1.10  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     Provide Right to Act by Written Consent Against   For          Shareholder


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

THE ULTIMATE SOFTWARE GROUP, INC.

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

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


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

THIRD POINT REINSURANCE LTD.

Ticker:       TPRE           Security ID:  G8827U100
Meeting Date: MAY 07, 2014   Meeting Type: Annual
Record Date:  MAR 10, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven E. Fass           For       For          Management
1.2   Elect Director Mary R. Hennessy         For       For          Management
1.3   Elect Director Neil McConachie          For       For          Management
1.4   Elect Director Gary D. Walters          For       For          Management
1.5   Elect Director Mark Parkin              For       For          Management
1.6   Elect Director Rafe de la Gueronniere   For       For          Management
2     Elect Directors Christopher L.          For       Against      Management
      Collins, Mary R. Hennessy, John R.
      Berger, Steven E. Fass, Joshua L.
      Targoff, William L. Spiegel, Mark
      Parkin, Rafe de la Gueronniere, Neil
      McConachie, Gary D. Walters
3     Approve Ernst & Young Ltd as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration


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

THOR INDUSTRIES, INC.

Ticker:       THO            Security ID:  885160101
Meeting Date: DEC 10, 2013   Meeting Type: Annual
Record Date:  OCT 21, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter B. Orthwein        For       For          Management
1.2   Elect Director James L. Ziemer          For       For          Management
1.3   Elect Director Robert W. Martin         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TIFFANY & CO.

Ticker:       TIF            Security ID:  886547108
Meeting Date: MAY 22, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael J. Kowalski      For       For          Management
1b    Elect Director Rose Marie Bravo         For       For          Management
1c    Elect Director Gary E. Costley          For       For          Management
1d    Elect Director Frederic P. Cumenal      For       For          Management
1e    Elect Director Lawrence K. Fish         For       For          Management
1f    Elect Director Abby F. Kohnstamm        For       For          Management
1g    Elect Director Charles K. Marquis       For       For          Management
1h    Elect Director Peter W. May             For       For          Management
1i    Elect Director William A. Shutzer       For       For          Management
1j    Elect Director Robert S. Singer         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


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

TRANSDIGM GROUP INCORPORATED

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

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


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

TWITTER, INC.

Ticker:       TWTR           Security ID:  90184L102
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard Costolo          For       For          Management
1.2   Elect Director Peter Fenton             For       For          Management
1.3   Elect Director Marjorie Scardino        For       For          Management
2     Ratify Auditors                         For       For          Management


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

UNDER ARMOUR, INC.

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

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


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

VERIFONE SYSTEMS, INC.

Ticker:       PAY            Security ID:  92342Y109
Meeting Date: JUN 17, 2014   Meeting Type: Annual
Record Date:  APR 25, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert W. Alspaugh       For       For          Management
1.2   Elect Director Paul Galant              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 Wenda Harris Millard     For       For          Management
1.6   Elect Director Eitan Raff               For       For          Management
1.7   Elect Director Jonathan I. Schwartz     For       For          Management
1.8   Elect Director Jane J. Thompson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

VERISK ANALYTICS, INC.

Ticker:       VRSK           Security ID:  92345Y106
Meeting Date: MAY 21, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank J. Coyne           For       For          Management
1.2   Elect Director Christopher M. Foskett   For       For          Management
1.3   Elect Director David B. Wright          For       For          Management
1.4   Elect Director Thomas F. Motamed        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

VIRTUS INVESTMENT PARTNERS, INC.

Ticker:       VRTS           Security ID:  92828Q109
Meeting Date: MAY 15, 2014   Meeting Type: Annual
Record Date:  MAR 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George R. Aylward        For       For          Management
1.2   Elect Director Edward M. Swan, Jr.      For       For          Management
1.3   Elect Director Mark C. Treanor          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


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 29, 2014   Meeting Type: Annual
Record Date:  DEC 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mary B. Cranston         For       For          Management
1b    Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
1c    Elect Director Alfred F. Kelly, Jr.     For       For          Management
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 Charles W. Scharf        For       For          Management
1i    Elect Director William S. Shanahan      For       For          Management
1j    Elect Director John A. C. Swainson      For       For          Management
1k    Elect Director Maynard G. Webb, Jr.     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

VMWARE, INC.

Ticker:       VMW            Security ID:  928563402
Meeting Date: MAY 28, 2014   Meeting Type: Annual
Record Date:  MAR 31, 2014

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


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

WABCO HOLDINGS INC.

Ticker:       WBC            Security ID:  92927K102
Meeting Date: MAY 22, 2014   Meeting Type: Annual
Record Date:  MAR 28, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director G. Peter D'Aloia         For       For          Management
1.2   Elect Director Juergen W. Gromer        For       For          Management
1.3   Elect Director Mary L. Petrovich        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

WAGEWORKS, INC.

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

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


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

WASTE CONNECTIONS, INC.

Ticker:       WCN            Security ID:  941053100
Meeting Date: MAY 16, 2014   Meeting Type: Annual
Record Date:  MAR 17, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert H. Davis          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


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

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

Ticker:       WAB            Security ID:  929740108
Meeting Date: MAY 14, 2014   Meeting Type: Annual
Record Date:  MAR 18, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Emilio A. Fernandez      For       For          Management
1.2   Elect Director Lee B. Foster, II        For       For          Management
1.3   Elect Director Gary C. Valade           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

WHOLE FOODS MARKET, INC.

Ticker:       WFM            Security ID:  966837106
Meeting Date: FEB 24, 2014   Meeting Type: Annual
Record Date:  DEC 30, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John Elstrott            For       For          Management
1.2   Elect Director Gabrielle Greene         For       For          Management
1.3   Elect Director Shahid 'Hass' Hassan     For       For          Management
1.4   Elect Director Stephanie Kugelman       For       For          Management
1.5   Elect Director John Mackey              For       For          Management
1.6   Elect Director Walter Robb              For       For          Management
1.7   Elect Director Jonathan Seiffer         For       For          Management
1.8   Elect Director Morris 'Mo' Siegel       For       For          Management
1.9   Elect Director Jonathan Sokoloff        For       For          Management
1.10  Elect Director Ralph Sorenson           For       For          Management
1.11  Elect Director William 'Kip' Tindell,   For       For          Management
      III
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Claw-back of Payments under             Against   For          Shareholder
      Restatements
5     Provide For Confidential Running Vote   Against   For          Shareholder
      Tallies


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

WORKDAY, INC.

Ticker:       WDAY           Security ID:  98138H101
Meeting Date: JUN 03, 2014   Meeting Type: Annual
Record Date:  APR 04, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christa Davies           For       For          Management
1.2   Elect Director George J. Still, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management


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

WYNN RESORTS, LIMITED

Ticker:       WYNN           Security ID:  983134107
Meeting Date: MAY 16, 2014   Meeting Type: Annual
Record Date:  MAR 24, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Miller         For       For          Management
1.2   Elect Director D. Boone Wayson          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     Amend Board Qualifications              For       Against      Management
6     Report on Political Contributions       Against   For          Shareholder


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

XPO LOGISTICS, INC.

Ticker:       XPO            Security ID:  983793100
Meeting Date: MAY 27, 2014   Meeting Type: Annual
Record Date:  APR 04, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bradley S. Jacobs        For       For          Management
1.2   Elect Director Michael G. Jesselson     For       For          Management
1.3   Elect Director Adrian P. Kingshott      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

ZILLOW, INC.

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

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


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

ZOETIS INC.

Ticker:       ZTS            Security ID:  98978V103
Meeting Date: MAY 13, 2014   Meeting Type: Annual
Record Date:  MAR 19, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gregory Norden           For       For          Management
1.2   Elect Director Louise M. Parent         For       For          Management
1.3   Elect Director Robert W. Scully         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Approve Omnibus Stock Plan              For       For          Management
5     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 14, 2014

                                      -3-