Sound Shore Fund N-PX Annual report of proxy voting record

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act of 1940 file number: 811-4244

Sound Shore Fund, Inc.

(Exact name of registrant as specified in charter)

3435 Stelzer Road Columbus, Ohio 43219

(Address of principal executive offices) (Zip code)

With copy to:

T. Gibbs Kane, Jr., President

8 Sound Shore Drive

Greenwich, Connecticut 06830

(Name and address of agent for service)

Registrant’s telephone number, including area code: 203-629-1980

Date of fiscal year end: December 31

Date of reporting period: July 1, 2010 to June 30, 2011

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Proxy Voting Record

Sound Shore Fund Proxy Voting from July 1, 2010 through June 30, 2011

Security	Ticker	CUSIP	Meeting Date	# of Shares		Proposal Description	Type of Proposal	Proposed by	Date Voted	How Voted	Voted with /against Management
Abbott Laboratories	ABT	002824100	04/29/11		1,126,300	1. Election of Directors - 10 Nominees	Routine	Management	04/14/11	FOR	WITH
Abbott Laboratories	ABT	002824100	04/29/11		1,126,300	2. Ratification of Deloitte & Touche LLP as Auditors	Routine	Management	04/14/11	FOR	WITH
Abbott Laboratories	ABT	002824100	04/29/11		1,126,300	3. Say on Pay - An Advisory Vote on the Approval of Executive Compensation	Non Routine	Management	04/14/11	FOR	WITH
Abbott Laboratories	ABT	002824100	04/29/11		1,126,300	4. Say When on Pay - An Advisory Vote on the Approval of the Frequency of Shareholder Votes on Executive Compensation	Non Routine	Management	04/14/11	1 YR	WITH
Abbott Laboratories	ABT	002824100	04/29/11		1,126,300	5. Pharmaceutical Pricing	Non Routine	Shareholder	04/14/11	AGAINST	WITH
AES Corporation	AES	00130H105	04/21/11		3,769,000	1. Election of Directors - 11 Nominees	Routine	Management	03/24/11	FOR	WITH
AES Corporation	AES	00130H105	04/21/11		3,769,000	2. To Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	03/24/11	FOR	WITH
AES Corporation	AES	00130H105	04/21/11		3,769,000	3. To Consider a (Non-Binding) Advisory Vote on Executive Compensation	Non Routine	Management	03/24/11	FOR	WITH
AES Corporation	AES	00130H105	04/21/11		3,769,000	4. To Consider a (Non-Binding) Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation	Non Routine	Management	03/24/11	1 YR	WITH
Allstate Corporation	ALL	020002101	05/17/11		1,438,100	1. Election of Directors - 11 Nominees	Routine	Management	05/09/11	FOR	WITH
Allstate Corporation	ALL	020002101	05/17/11		1,438,100	2. Ratification of the Appointment of Deloitte & Touche LLP as Allstate’s Independent Registered Public Accounting Firm	Routine	Management	05/09/11	FOR	WITH
Allstate Corporation	ALL	020002101	05/17/11		1,438,100	3. Approve the Proposed Amendment to the Certificate of Incorporation Granting to Holders of Not Less than 20% of the Corporation’s Shares the Right to Call a Special Meeting of Stockholders	Non Routine	Management	05/09/11	ABSTAIN	AGAINST
Allstate Corporation	ALL	020002101	05/17/11		1,438,100	4. Approve the Proposed Amendment to the Certificate of Incorporation Designating a Forum for Certain Legal Actions	Non Routine	Management	05/09/11	AGAINST	AGAINST
Allstate Corporation	ALL	020002101	05/17/11		1,438,100	5. Advisory Vote on the Executive Compensation on the Named Executive Officers	Non Routine	Management	05/09/11	AGAINST	AGAINST
Allstate Corporation	ALL	020002101	05/17/11		1,438,100	6. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	Non Routine	Management	05/09/11	1 YR	AGAINST
Allstate Corporation	ALL	020002101	05/17/11		1,438,100	7. Proposal Seeking the Right for Stockholders to Act By Written Consent	Non Routine	Shareholder	05/09/11	FOR	AGAINST
Allstate Corporation	ALL	020002101	05/17/11		1,438,100	8. Proposal Seeking a Report on Political Contributions and Payments to Trade Associations and Other Tax Exempt Organizations	Non Routine	Shareholder	05/09/11	AGAINST	WITH
Applied Materials, Inc.	AMAT	038222105	03/08/11		3,191,500	1. Election of Directors - 11 Nominees	Routine	Management	02/23/11	FOR	WITH
Applied Materials, Inc.	AMAT	038222105	03/08/11		3,191,500	2. Advisory Vote on Executive Compensation	Non Routine	Management	02/23/11	FOR	WITH
Applied Materials, Inc.	AMAT	038222105	03/08/11		3,191,500	3. Advisory Vote on Frequency of an Advisory Vote on Executive Compensation	Non Routine	Management	02/23/11	1 YR	WITH
Applied Materials, Inc.	AMAT	038222105	03/08/11		3,191,500	4. To Ratify the Appointment of KPMG as Independent Registered Public Accounting Firm	Routine	Management	02/23/11	FOR	WITH
Baker Hughes Inc.	BHI	057224107	04/28/11		502,600	1. Election of Directors - 11 Nominees	Routine	Management	03/24/11	FOR	WITH
Baker Hughes Inc.	BHI	057224107	04/28/11		502,600	2. Ratification of Deloitte & Touche LLP as Independent Public Accounting Firm	Routine	Management	03/24/11	FOR	WITH
Baker Hughes Inc.	BHI	057224107	04/28/11		502,600	3. To Reapprove the Performance Criteria for Awards Under the Annual Incentive Compensation Plan, as Required by Section 162(m) of the Internal Revenue Code	Non Routine	Management	03/24/11	FOR	WITH
Baker Hughes Inc.	BHI	057224107	04/28/11		502,600	4. To Approve the Advisory (Non-Binding) Resolution Relating to Executive Compensation	Non Routine	Management	03/24/11	FOR	WITH
Baker Hughes Inc.	BHI	057224107	04/28/11		502,600	5. To Approve the Advisory (Non-Binding) Resolution Relating to Executive Compensation Frequency Stockholder Vote	Non Routine	Management	03/24/11	1YR	NO OPINION
Baker Hughes Inc.	BHI	057224107	04/28/11		502,600	6. Proposal Regarding Majority Vote Standard for Director Elections	Non Routine	Management	03/24/11	FOR	AGAINST
Bank of America Corporation	BAC	060505104	05/11/11		3,832,400	1. Election of Directors - 13 Nominees	Routine	Management	05/05/11	FOR	WITH
Bank of America Corporation	BAC	060505104	05/11/11		3,832,400	2. Advisory (Non-Binding) “Say on Pay” Vote to Approve Executive Compensation	Non Routine	Management	05/05/11	FOR	WITH
Bank of America Corporation	BAC	060505104	05/11/11		3,832,400	3. Advisory (Non-Binding) Vote on the Frequency of Future Advisory “Say on Pay” Votes	Non Routine	Management	05/05/11	1 YR	WITH
Bank of America Corporation	BAC	060505104	05/11/11		3,832,400	4. To Ratify the Appointment of PricewaterhouseCoopers LLP as Independent Public Accounting Firm	Routine	Management	05/05/11	FOR	WITH
Bank of America Corporation	BAC	060505104	05/11/11		3,832,400	5. Disclosure of Government Employment	Non Routine	Shareholder	05/05/11	AGAINST	WITH
Bank of America Corporation	BAC	060505104	05/11/11		3,832,400	6. Stockholder Action By Written Consent	Non Routine	Shareholder	05/05/11	AGAINST	WITH
Bank of America Corporation	BAC	060505104	05/11/11		3,832,400	7. Mortgage Servicing Operations	Non Routine	Shareholder	05/05/11	AGAINST	WITH
Bank of America Corporation	BAC	060505104	05/11/11		3,832,400	8. Grassroots Lobbying	Non Routine	Shareholder	05/05/11	AGAINST	WITH
Bank of America Corporation	BAC	060505104	05/11/11		3,832,400	9. OTC Derivatives Trading	Non Routine	Shareholder	05/05/11	AGAINST	WITH
Bank of America Corporation	BAC	060505104	05/11/11		3,832,400	10. Cumulative Voting in Contested Elections	Non Routine	Shareholder	05/05/11	AGAINST	WITH
Bank of America Corporation	BAC	060505104	05/11/11		3,832,400	11. Recoupment of Incentive Compensation	Non Routine	Shareholder	05/05/11	FOR	AGAINST
Bank of America Corporation	BAC	060505104	05/11/11		3,832,400	12. Prohibition of Certain Relocation Benefits	Non Routine	Shareholder	05/05/11	AGAINST	WITH
Baxter International	BAX	071813109	05/03/11		794,200	1. Election of Directors - 4 Nominees	Routine	Management	04/26/11	FOR	WITH
Baxter International	BAX	071813109	05/03/11		794,200	2. Ratify the Selection of PricewaterhouseCoopers LLP as Independent Auditors	Routine	Management	04/26/11	FOR	WITH
Baxter International	BAX	071813109	05/03/11		794,200	3. Advisory Vote on Executive Compensation	Non Routine	Management	04/26/11	FOR	WITH
Baxter International	BAX	071813109	05/03/11		794,200	4. Advisory Vote on the Frequency of Executive Compensation Advisory Votes	Non Routine	Management	04/26/11	1 YR	AGAINST
Baxter International	BAX	071813109	05/03/11		794,200	5. Approval of Employee Stock Purchase Plan	Non Routine	Management	04/26/11	FOR	WITH
Baxter International	BAX	071813109	05/03/11		794,200	6. Approval of 2011 Incentive Plan	Non Routine	Management	04/26/11	FOR	WITH
Baxter International	BAX	071813109	05/03/11		794,200	7. Proposal to Amend Article Sixth to Eliminate the Classified Board and Provide for the Annual Election of Directors	Non Routine	Management	04/26/11	FOR	WITH
Bunge Ltd.	BG	G16962105	05/27/11		549,800	1A. Election of Director - Ernest G. Bachrach	Routine	Management	05/17/11	FOR	WITH
Bunge Ltd.	BG	G16962105	05/27/11		549,800	1B. Election of Director - Enrique H. Boilini	Routine	Management	05/17/11	FOR	WITH
Bunge Ltd.	BG	G16962105	05/27/11		549,800	2. Ratify the Appointment of Deloitte & Touche LLP as Independent Auditors	Routine	Management	05/17/11	FOR	WITH
Bunge Ltd.	BG	G16962105	05/27/11		549,800	3. Advisory Vote on Executive Compensation	Non Routine	Management	05/17/11	FOR	WITH
Bunge Ltd.	BG	G16962105	05/27/11		549,800	4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	Non Routine	Management	05/17/11	1 YR	WITH
Charles Schwab Corporation	SCHW	808513105	05/17/11		2,434,900	1. Election of Directors - 5 Nominees	Routine	Management	05/04/11	FOR	WITH
Charles Schwab Corporation	SCHW	808513105	05/17/11		2,434,900	2. Ratify the Selection of Deloitte & Touche LLP as Independent Auditors	Routine	Management	05/04/11	FOR	WITH
Charles Schwab Corporation	SCHW	808513105	05/17/11		2,434,900	3. Approval of Amended 2004 Stock Incentive Plan	Non Routine	Management	05/04/11	FOR	WITH
Charles Schwab Corporation	SCHW	808513105	05/17/11		2,434,900	4. Approval of Named Executive Officers	Non Routine	Management	05/04/11	FOR	WITH
Charles Schwab Corporation	SCHW	808513105	05/17/11		2,434,900	5. Frequency of Votes on Compensation of Named Executive Officers	Non Routine	Management	05/04/11	1 YR	WITH
Charles Schwab Corporation	SCHW	808513105	05/17/11		2,434,900	6. Proposal Regarding Political Contributions	Non Routine	Shareholder	05/04/11	AGAINST	WITH
Charles Schwab Corporation	SCHW	808513105	05/17/11		2,434,900	7. Proposal Regarding Declassification of Board of Directors	Non Routine	Shareholder	05/04/11	FOR	NO OPINION
Citigroup Inc.	C	172967101	04/21/11		13,556,000	1. Election of Directors - 14 Nominees	Routine	Management	04/08/11	FOR	WITH
Citigroup Inc.	C	172967101	04/21/11		13,556,000	2. To Ratify the Appointment of KPMG as Independent Registered Public Accounting Firm	Routine	Management	04/08/11	FOR	WITH
Citigroup Inc.	C	172967101	04/21/11		13,556,000	3. Approve an Amendment to the Citigroup 2009 Stock Incentive Plan	Non Routine	Management	04/08/11	FOR	WITH
Citigroup Inc.	C	172967101	04/21/11		13,556,000	4. Approval of Citi’s 2011 Executive Performance Plan	Non Routine	Management	04/08/11	FOR	WITH
Citigroup Inc.	C	172967101	04/21/11		13,556,000	5. Advisory Vote on Citi’s 2010 Executive Compensation	Non Routine	Management	04/08/11	FOR	WITH
Citigroup Inc.	C	172967101	04/21/11		13,556,000	6. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	Non Routine	Management	04/08/11	1YR	WITH
Citigroup Inc.	C	172967101	04/21/11		13,556,000	7. Approve the Reverse Stock Split Extension	Non Routine	Management	04/08/11	FOR	WITH
Citigroup Inc.	C	172967101	04/21/11		13,556,000	8. Proposal Regarding Political Non-Partisanship	Non Routine	Shareholder	04/08/11	AGAINST	WITH
Citigroup Inc.	C	172967101	04/21/11		13,556,000	9. Proposal Requesting a Report on Political Contributions	Non Routine	Shareholder	04/08/11	AGAINST	WITH
Citigroup Inc.	C	172967101	04/21/11		13,556,000	10. Proposal Requesting a Report on Restoring Trust and Confidence in the Financial System	Non Routine	Shareholder	04/08/11	AGAINST	WITH
Citigroup Inc.	C	172967101	04/21/11		13,556,000	11. Proposal Requesting that Stockholders Holding 15% or Above Have the Right to Call Special Stockholder Meetings	Non Routine	Shareholder	04/08/11	FOR	AGAINST
Citigroup Inc.	C	172967101	04/21/11		13,556,000	12. Proposal Requesting that the Audit Committee Conduct an Independent Review and Report on Controls Related to Loans, Foreclosures, and Securitizations	Non Routine	Shareholder	04/08/11	AGAINST	WITH
Coca Cola Company	KO	191216100	04/27/11		512,400	1. Election of Directors - 15 Nominees	Routine	Management	04/12/11	FOR	WITH
Coca Cola Company	KO	191216100	04/27/11		512,400	2. To Ratify the Appointment of Ernst & Young LLP as Independent Auditors	Routine	Management	04/12/11	FOR	WITH
Coca Cola Company	KO	191216100	04/27/11		512,400	3. Approval of the Performance Measures Available Under the Performance Incentive Plan of the Company to Preserve the Tax Deductibility of the Awards	Non Routine	Management	04/12/11	FOR	WITH
Coca Cola Company	KO	191216100	04/27/11		512,400	4. Approval of the Performance Measures Available Under the Company’s 1989 Restricted Stock Award Plan to Preserve the Tax Deductibility of the Awards	Non Routine	Management	04/12/11	FOR	WITH
Coca Cola Company	KO	191216100	04/27/11		512,400	5. Advisory Vote on Executive Compensation (Say on Pay Vote)	Non Routine	Management	04/12/11	FOR	WITH
Coca Cola Company	KO	191216100	04/27/11		512,400	6. Advisory Vote on the Frequency of Holding the Say on Pay Vote	Non Routine	Management	04/12/11	1 YR	WITH
Coca Cola Company	KO	191216100	04/27/11		512,400	7. Proposal Regarding a Report on Bisphenol-A	Non Routine	Shareholder	04/12/11	AGAINST	WITH
Comcast Corporation Cl A	CMCSA	20030N101	05/11/11		2,024,100	1. Election of Directors - 12 Nominees	Routine	Management	04/27/11	FOR	WITH
Comcast Corporation Cl A	CMCSA	20030N101	05/11/11		2,024,100	2. Ratify the Selection of Deloitte & Touche LLP as Independent Auditors	Routine	Management	04/27/11	FOR	WITH
Comcast Corporation Cl A	CMCSA	20030N101	05/11/11		2,024,100	3. Approval of the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan	Non Routine	Management	04/27/11	FOR	WITH
Comcast Corporation Cl A	CMCSA	20030N101	05/11/11		2,024,100	4. Approval of the Comcast Corporation 2002 Restricted Stock Plan, as Amended and Restated	Non Routine	Management	04/27/11	FOR	WITH
Comcast Corporation Cl A	CMCSA	20030N101	05/11/11		2,024,100	5. Approval of the Comcast Corporation 2003 Stock Option Plan, as Amended and Restated	Non Routine	Management	04/27/11	FOR	WITH
Comcast Corporation Cl A	CMCSA	20030N101	05/11/11		2,024,100	6. Approval, on an Advisory Basis, of Our Executive Compensation	Non Routine	Management	04/27/11	FOR	WITH
Comcast Corporation Cl A	CMCSA	20030N101	05/11/11		2,024,100	7. Advisory Vote on the Frequency of the Vote on Executive Compensation	Non Routine	Management	04/27/11	3 YR	WITH
Comcast Corporation Cl A	CMCSA	20030N101	05/11/11		2,024,100	8. To Provide for Cumulative Voting in the Election of Directors	Non Routine	Shareholder	04/27/11	AGAINST	WITH
Comcast Corporation Cl A	CMCSA	20030N101	05/11/11		2,024,100	9. To Require that the Chairman of the Board Not Be a Current or Former Executive Director	Non Routine	Shareholder	04/27/11	AGAINST	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	1B. Consultative Vote on the Remuneration Report	Non Routine	Management	04/19/11	FOR	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	1C. Approval of the Annual Report, the Parent Company’s 2010 Financial Statements and the Group’s 2010 Consolidated Financial Statements	Non Routine	Management	04/19/11	FOR	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	2. Discharge of the Acts of the Members of the Board of Directors and Executive Board	Non Routine	Management	04/19/11	FOR	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	3A. Resolution on the Appropriation of Retained Earnings	Non Routine	Management	04/19/11	FOR	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	3B. Resolution on the Distribution Out of Reserves from Capital Contributions	Non Routine	Management	04/19/11	FOR	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	4A. Changes in Share Capital: Increase of Conditional Capital for the Purpose of Contingent Convertible Bonds	Non Routine	Management	04/19/11	FOR	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	4B. Changes in Share Capital: Renewing the Authorized Capital	Non Routine	Management	04/19/11	FOR	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	5A. Other Amendments to the Articles of Association: Voting and Election Procedures at the General Meeting of Shareholders	Non Routine	Management	04/19/11	FOR	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	5B. Other Amendments to the Articles of Association: Deletion of Provisions Concerning Contributions In Kind	Non Routine	Management	04/19/11	FOR	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	6A. Re-Election of Peter Brabeck-Letmathe to the Board of Directors	Routine	Management	04/19/11	FOR	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	6B. Re-Election of Jean Lanier to the Board of Directors	Routine	Management	04/19/11	FOR	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	6C. Re-Election of Anton Van Rossum to the Board of Directors	Routine	Management	04/19/11	FOR	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	7. Election of the Independent Auditors KPMG AG, Zurich	Routine	Management	04/19/11	FOR	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	8. Election of Special Auditors	Non Routine	Management	04/19/11	FOR	WITH
Credit Suisse Group ADR	CS	225401108	04/29/11		1,100,500	9. If Voting or Elections Takes Place on Proposals That Have Not Been Submitted Until the Annual General Meeting Itself as Defined in Art. 700 Paras. 3 and 4 of the Swiss Code of Obligations, I Hereby Authorized the Independent Proxy to Vote in Favor of the Proposal of the Board of Directors	Non Routine	Management	04/19/11	FOR	WITH
CVS Caremark Corporation	CVS	126650100	05/11/11		1,455,800	1. Election of Directors - 12 Nominees	Routine	Management	04/27/11	FOR	WITH
CVS Caremark Corporation	CVS	126650100	05/11/11		1,455,800	2. Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	04/27/11	FOR	WITH
CVS Caremark Corporation	CVS	126650100	05/11/11		1,455,800	3. To Approve the Company’s Executive Compensation as Disclosed in the Proxy Statement	Non Routine	Management	04/27/11	FOR	WITH
CVS Caremark Corporation	CVS	126650100	05/11/11		1,455,800	4. Frequency of Future Executive Compensation Votes	Non Routine	Management	04/27/11	1 YR	WITH
CVS Caremark Corporation	CVS	126650100	05/11/11		1,455,800	5. Proposal Regarding Political Contributions and Expenditures	Non Routine	Shareholder	04/27/11	AGAINST	WITH
CVS Caremark Corporation	CVS	126650100	05/11/11		1,455,800	6. Proposal Regarding Stockholder Action by Written Consent	Non Routine	Shareholder	04/27/11	AGAINST	WITH
Delta Air Lines	DAL	247361702	06/30/11		3,067,100	1. Election of Directors - 11 Nominees	Routine	Management	06/14/11	FOR	WITH
Delta Air Lines	DAL	247361702	06/30/11		3,067,100	2. To Approve, on an Advisory Basis, the Compensation of Delta’s Named Executive Officers	Non Routine	Management	06/14/11	FOR	WITH
Delta Air Lines	DAL	247361702	06/30/11		3,067,100	3. To Recommend, on an Advisory Basis, the Frequency of Future Advisory Votes on Executive Compensation	Non Routine	Management	06/14/11	1 YR	WITH
Delta Air Lines	DAL	247361702	06/30/11		3,067,100	4. To Ratify the Appointment of Ernst & Young LLP as Delta’s Independent Auditors	Routine	Management	06/14/11	FOR	WITH
Delta Air Lines	DAL	247361702	06/30/11		3,067,100	5. Proposal Regarding Cumulative Voting in the Election of Directors	Non Routine	Shareholder	06/14/11	AGAINST	WITH
Devon Energy Corporation	DVN	25179M103	06/08/11		491,900	1. Election of Directors - 8 Nominees	Routine	Management	05/26/11	FOR	WITH
Devon Energy Corporation	DVN	25179M103	06/08/11		491,900	2. Advisory Vote on Executive Compensation	Non Routine	Management	05/26/11	FOR	WITH
Devon Energy Corporation	DVN	25179M103	06/08/11		491,900	3. Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation	Non Routine	Management	05/26/11	1 YR	WITH
Devon Energy Corporation	DVN	25179M103	06/08/11		491,900	4. Amend the Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions	Non Routine	Management	05/26/11	FOR	WITH
Devon Energy Corporation	DVN	25179M103	06/08/11		491,900	5. Amend and Restate the Restated Certificate of Incorporation to Remove Unnecessary and Outdated Provisions	Non Routine	Management	05/26/11	FOR	WITH
Devon Energy Corporation	DVN	25179M103	06/08/11		491,900	6. Ratify the Appointment of KPMG LLP as Independent Auditors	Routine	Management	05/26/11	FOR	WITH
Devon Energy Corporation	DVN	25179M103	06/08/11		491,900	7. Proposal for Shareholder Action by Written Consent	Non Routine	Shareholder	05/26/11	AGAINST	WITH
Diamond Offshore Drilling Inc.	DO	25271C102	05/23/11		348,400	1. Election of Directors - 9 Nominees	Routine	Management	05/16/11	FOR	WITH
Diamond Offshore Drilling Inc.	DO	25271C102	05/23/11		348,400	2. Ratify the Appointment of Deloitte & Touche LLP as Independent Auditors	Routine	Management	05/16/11	FOR	WITH
Diamond Offshore Drilling Inc.	DO	25271C102	05/23/11		348,400	3. To Approve, by Non-Binding Vote, Executive Compensation	Non Routine	Management	05/16/11	FOR	WITH
Diamond Offshore Drilling Inc.	DO	25271C102	05/23/11		348,400	4. To Recommend, by Non-Binding Vote, the Frequency of Executive Compensation Votes	Non Routine	Management	05/16/11	1 YR	WITH
eBay Inc.	EBAY	278642103	04/28/11		1,621,300	1. Election of Directors - 4 Nominees	Routine	Management	04/25/11	FOR	WITH
eBay Inc.	EBAY	278642103	04/28/11		1,621,300	2. Advisory Vote on Compensation of Company’s Named Executive Officers	Non Routine	Management	04/25/11	FOR	WITH
eBay Inc.	EBAY	278642103	04/28/11		1,621,300	3. Advisory Vote on the Frequency of the Advisory Vote on Compensation of Company’s Named Executive Officers	Non Routine	Management	04/25/11	1 YR	WITH
eBay Inc.	EBAY	278642103	04/28/11		1,621,300	4. Ratification of PricewaterhouseCoopers LLP as Independent Auditors	Routine	Management	04/25/11	FOR	WITH
eBay Inc.	EBAY	278642103	04/28/11		1,621,300	5. Proposal Regarding Supermajority Stockholder Voting Standards	Non Routine	Shareholder	04/25/11	FOR	AGAINST
El Paso Corporation	EP	28336L109	05/17/11		2,000,300	1. Election of Directors - 12 Nominees	Routine	Management	05/10/11	FOR	WITH
El Paso Corporation	EP	28336L109	05/17/11		2,000,300	2. Approval of the Advisory Vote on Executive Compensation	Non Routine	Management	05/10/11	FOR	WITH
El Paso Corporation	EP	28336L109	05/17/11		2,000,300	3. Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation	Non Routine	Management	05/10/11	1 YR	WITH
El Paso Corporation	EP	28336L109	05/17/11		2,000,300	4. Ratification of the Appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm	Routine	Management	05/10/11	FOR	WITH
EQT Corporation	EQT	26884L109	05/10/11		955,400	1. Election of Directors - 4 Nominees	Routine	Management	05/06/11	FOR	WITH
EQT Corporation	EQT	26884L109	05/10/11		955,400	2. To Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	05/06/11	FOR	WITH
EQT Corporation	EQT	26884L109	05/10/11		955,400	3. Approval of the 2011 Executive Short-Term Incentive Plan	Non Routine	Management	05/06/11	FOR	WITH
EQT Corporation	EQT	26884L109	05/10/11		955,400	4. Approval of the Executive Compensation of the Company	Non Routine	Management	05/06/11	FOR	WITH
EQT Corporation	EQT	26884L109	05/10/11		955,400	5. Recommendation on the Frequency with which the Company Should Hold an Advisory Vote on Executive Compensation	Non Routine	Management	05/06/11	1 YR	WITH
EQT Corporation	EQT	26884L109	05/10/11		955,400	6. Approval of an Amendment to the Restated Articles of Incorporation of the Company to Adopt a Majority Voting Standard for Uncontested Director Elections	Non Routine	Management	05/06/11	FOR	WITH
EQT Corporation	EQT	26884L109	05/10/11		955,400	7. Approval of an Amendment to the Restated Articles of Incorporation of the Company Related to Vacancies in the Board of Directors	Non Routine	Management	05/06/11	FOR	WITH
EQT Corporation	EQT	26884L109	05/10/11		955,400	8. Approval of an Amendment to the Restated Articles of Incorporation of the Company to Eliminate Shareholder Pre-Emptive Rights	Non Routine	Management	05/06/11	FOR	WITH
Exelon Corporation	EXC	30161N101	05/03/11		1,506,300	1. Election of Directors - 15 Nominees	Routine	Management	04/26/11	FOR	WITH
Exelon Corporation	EXC	30161N101	05/03/11		1,506,300	2. Ratify the Selection of PricewaterhouseCoopers LLP as Independent Accountant	Routine	Management	04/26/11	FOR	WITH
Exelon Corporation	EXC	30161N101	05/03/11		1,506,300	3. Advisory Vote on Executive Compensation	Non Routine	Management	04/26/11	FOR	WITH
Exelon Corporation	EXC	30161N101	05/03/11		1,506,300	4. Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation	Non Routine	Management	04/26/11	1 YR	WITH
Flextronics International	FLEX	Y2573F102	07/23/10		6,989,100	1A. Election of Director: H. Raymond Bingham	Routine	Management	07/09/10	FOR	WITH
Flextronics International	FLEX	Y2573F102	07/23/10		6,989,100	1B. Election of Director: Dr. Willy C. Shih	Routine	Management	07/09/10	FOR	WITH
Flextronics International	FLEX	Y2573F102	07/23/10		6,989,100	2. To Approve the Re-Appointment of DeLoitte & Touche as Independent Auditors	Routine	Management	07/09/10	FOR	WITH
Flextronics International	FLEX	Y2573F102	07/23/10		6,989,100	3. To Approve the General Authorization for the Directors of Flextronics to Allot and Issue Ordinary Shares	Non Routine	Management	07/09/10	FOR	WITH
Flextronics International	FLEX	Y2573F102	07/23/10		6,989,100	4. To Approve the Adoption of the Flextronics International Ltd 2010 Equity Incentive Plan	Non Routine	Management	07/09/10	FOR	WITH
Flextronics International	FLEX	Y2573F102	07/23/10		6,989,100	5. To Approve the Renewal of the Share Purchase Mandate Relating to Acquisitions by Flextronics of Its Own Issued Ordinary Shares	Non Routine	Management	07/09/10	FOR	WITH
General Motors Company	GM	37045V100	06/07/11		1,556,700	1. Election of Directors - 11 Nominees	Routine	Management	06/01/11	FOR	WITH
General Motors Company	GM	37045V100	06/07/11		1,556,700	2. Ratification of the Selection of Deloitte & Touche LLP as GM’s Independent Registered Public Accounting Firm	Routine	Management	06/01/11	FOR	WITH
General Motors Company	GM	37045V100	06/07/11		1,556,700	3. Advisory Vote to Approve Executive Compensation	Non Routine	Management	06/01/11	FOR	WITH
Int’l Game Technology	IGT	459902102	03/01/11		2,743,900	1. Election of Directors - 8 Nominees	Routine	Management	02/16/11	FOR	WITH
Int’l Game Technology	IGT	459902102	03/01/11		2,743,900	2. Amendments to the Company’s 2002 Stock Incentive Plan	Non Routine	Management	02/16/11	FOR	WITH
Int’l Game Technology	IGT	459902102	03/01/11		2,743,900	3. Amendment to the Company’s Employee Stock Purchase Plan	Non Routine	Management	02/16/11	FOR	WITH
Int’l Game Technology	IGT	459902102	03/01/11		2,743,900	4. To Approve, by Non-Binding Vote, Executive Compensation	Non Routine	Management	02/16/11	FOR	WITH
Int’l Game Technology	IGT	459902102	03/01/11		2,743,900	5. To Recommend, by Non-Binding Vote, the Frequency of Executive Compensation Votes	Non Routine	Management	02/16/11	1 YR	WITH
Int’l Game Technology	IGT	459902102	03/01/11		2,743,900	6. To Ratify the Appointment of PricewaterhouseCoopers LLP as Independent Public Accounting Firm	Routine	Management	02/16/11	FOR	WITH
Invesco Ltd.	IVZ	G491BT108	05/26/11		1,862,100	1. Election of Directors - 3 Nominees	Routine	Management	05/13/11	FOR	WITH
Invesco Ltd.	IVZ	G491BT108	05/26/11		1,862,100	2. Advisory Vote to Approve 2010 Executive Compensation	Non Routine	Management	05/13/11	FOR	WITH
Invesco Ltd.	IVZ	G491BT108	05/26/11		1,862,100	3. Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation	Non Routine	Management	05/13/11	1 YR	WITH
Invesco Ltd.	IVZ	G491BT108	05/26/11		1,862,100	4. Approval of the Invesco Ltd. 2011 Global Equity Incentive Plan	Non Routine	Management	05/13/11	FOR	WITH
Invesco Ltd.	IVZ	G491BT108	05/26/11		1,862,100	5. Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm	Routine	Management	05/13/11	FOR	WITH
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	1A. Election of Class I Director: Jagjeet S. Bindra	Routine	Management	05/02/11	FOR	WITH
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	1C. Re-Election of Director: Milton Carroll	Routine	Management	05/02/11	FOR	WITH
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	1E. Re-Election of Director: Rudy Van Der Meer	Routine	Management	05/02/11	FOR	WITH
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	2A. Election of Class II Director: Robin Buchanan	Routine	Management	05/02/11	FOR	WITH
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	3A.. Election of Class III Director: Jacques Aigrain	Routine	Management	05/02/11	FOR	WITH
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	4. Adoption of Annual Accounts for 2010	Non Routine	Management	05/02/11	FOR	WITH
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	5. Discharge from Liability of Sole Member of the Management Board	Non Routine	Management	05/02/11	FOR	WITH
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	6. Discharge from Liability of Members of the Supervisory Board	Non Routine	Management	05/02/11	FOR	WITH
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	7. Appointment of PricewaterhouseCoopers LLp as Independent Registered Public Accounting Firm	Routine	Management	05/02/11	FOR	WITH
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	8. Approval of Compensation of the Members of the Supervisory Board	Non Routine	Management	05/02/11	FOR	WITH
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	9. Amendment to Articles of Association	Non Routine	Management	05/02/11	FOR	WITH
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	10. Approval of Proposed Dividend in Respect of the 2010 Fiscal Year	Non Routine	Management	05/02/11	FOR	WITH
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	11. Advisory (Non-Binding) Vote Approving Executive Compensation	Non Routine	Management	05/02/11	AGAINST	AGAINST
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	12. Advisory (Non-Binding) Vote on Frequency of Advisory Vote Approving Executive Compensation	Non Routine	Management	05/02/11	1 YR	WITH
LyondellBassell Industries NV	LYB	N53745100	05/05/11		1,260,900	13. Election of Class II Director: Robert G. Gwin	Routine	Management	05/02/11	FOR	WITH
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	1a. Election of Director - Gregory H. Boyce	Routine	Management	04/21/11	AGAINST	AGAINST
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	1b. Election of Director - Pierre Brondeau	Routine	Management	04/21/11	FOR	WITH
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	1c. Election of Director - Clarence P. Cazalot, Jr.	Routine	Management	04/21/11	AGAINST	AGAINST
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	1d. Election of Director - David A. Daberko	Routine	Management	04/21/11	AGAINST	AGAINST
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	1e. Election of Director - William L. Davis	Routine	Management	04/21/11	AGAINST	AGAINST
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	1f. Election of Director - Shirley Ann Jackson	Routine	Management	04/21/11	AGAINST	AGAINST
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	1g. Election of Director - Phillip Lader	Routine	Management	04/21/11	AGAINST	AGAINST
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	1h. Election of Director - Charles R. Lee	Routine	Management	04/21/11	AGAINST	AGAINST
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	1i. Election of Director - Michael E.J. Phelps	Routine	Management	04/21/11	AGAINST	AGAINST
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	1j. Election of Director - Dennis H. Reilley	Routine	Management	04/21/11	AGAINST	AGAINST
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	1k. Election of Director - Seth E. Schofield	Routine	Management	04/21/11	AGAINST	AGAINST
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	1l. Election of Director - John W. Snow	Routine	Management	04/21/11	AGAINST	AGAINST
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	1m. Election of Director - Thomas J. Usher	Routine	Management	04/21/11	AGAINST	AGAINST
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	2. To Ratify the Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	04/21/11	FOR	WITH
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	3. To Amend Company’s By-Laws to Lower the Threshold for Stockholders to Call Special Meetings	Non Routine	Management	04/21/11	FOR	WITH
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	4. Proposal for a Non-Binding Advisory Vote on the Company’s Executive Compensation	Non Routine	Management	04/21/11	FOR	WITH
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	5. Proposal to Select the Desired Frequency of Non-Binding Advisory Votes on Executive Compensation	Non Routine	Management	04/21/11	1YR	WITH
Marathon Oil Corporation	MRO	565849106	04/27/11		980,600	6. Proposal Seeking a Safety Report Outlining the Company’s Steps to Reduce the Risk of Accidents	Non Routine	Shareholder	04/21/11	AGAINST	WITH
Microsoft Corporation	MSFT	594918104	11/16/10		2,216,000	1. Election of Director: Steven A. Ballmer	Routine	Management	11/10/10	FOR	WITH
Microsoft Corporation	MSFT	594918104	11/16/10		2,216,000	2. Election of Director: Dina Dublon	Routine	Management	11/10/10	FOR	WITH
Microsoft Corporation	MSFT	594918104	11/16/10		2,216,000	3. Election of Director: William H. Gates III	Routine	Management	11/10/10	FOR	WITH
Microsoft Corporation	MSFT	594918104	11/16/10		2,216,000	4. Election of Director: Raymond V. Gilmartin	Routine	Management	11/10/10	FOR	WITH
Microsoft Corporation	MSFT	594918104	11/16/10		2,216,000	5. Election of Director: Reed Hastings	Routine	Management	11/10/10	FOR	WITH
Microsoft Corporation	MSFT	594918104	11/16/10		2,216,000	6. Election of Director: Maria M. Klawe	Routine	Management	11/10/10	FOR	WITH
Microsoft Corporation	MSFT	594918104	11/16/10		2,216,000	7. Election of Director: David F. Marquardt	Routine	Management	11/10/10	FOR	WITH
Microsoft Corporation	MSFT	594918104	11/16/10		2,216,000	8. Election of Director: Charles H. Noski	Routine	Management	11/10/10	FOR	WITH
Microsoft Corporation	MSFT	594918104	11/16/10		2,216,000	9. Election of Director: Helmut Panke	Routine	Management	11/10/10	FOR	WITH
Microsoft Corporation	MSFT	594918104	11/16/10		2,216,000	10. Ratify the Selection of DeLoitte & Touche as Independent Auditors	Routine	Management	11/10/10	FOR	WITH
Microsoft Corporation	MSFT	594918104	11/16/10		2,216,000	11. Establishment of Board Committee on Environmental Sustainability	Non Routine	Shareholder	11/10/10	AGAINST	WITH
Morgan Stanley	MS	617446448	05/18/11		349,300	1. Election of Directors - 13 Nominees	Routine	Management	05/04/11	FOR	WITH
Morgan Stanley	MS	617446448	05/18/11		349,300	2. To Ratify the Appointment of Deloitte & Touche LLP as Independent Auditor	Routine	Management	05/04/11	FOR	WITH
Morgan Stanley	MS	617446448	05/18/11		349,300	3. To Amend the 2007 Equity Incentive Compensation Plan	Non Routine	Management	05/04/11	FOR	WITH
Morgan Stanley	MS	617446448	05/18/11		349,300	4. To Approve the Compensation of Executives as Disclosed in the Proxy Statement (Non-Binding Advisory Resolution)	Non Routine	Management	05/04/11	FOR	WITH
Morgan Stanley	MS	617446448	05/18/11		349,300	5. To Vote on the Frequency of Holding a Non-Binding Advisory Vote on the Compensation of Executives as Disclosed in the Proxy Statement (Non-Binding Advisory Vote)	Non Routine	Management	05/04/11	1 YR	WITH
Newmont Mining Corporation	NEM	651639106	04/19/11		813,800	1. Election of Directors - 10 Nominees	Routine	Management	03/24/11	FOR	WITH
Newmont Mining Corporation	NEM	651639106	04/19/11		813,800	2. To Ratify the Appointment of PricewaterhouseCoopers LLP as Independent Auditor	Routine	Management	03/24/11	FOR	WITH
Newmont Mining Corporation	NEM	651639106	04/19/11		813,800	3. To Approve the Advisory Resolution Relating to Executive Compensation	Non Routine	Management	03/24/11	FOR	WITH
Newmont Mining Corporation	NEM	651639106	04/19/11		813,800	4. Advisory Vote on the Frequency of Stockholders Votes on Executive Compensation	Non Routine	Management	03/24/11	1 YR	WITH
Novartis AG ADR	NVS	66987V109	02/22/11		676,000	1. Approval of the Annual Report, the Financial Statements of the Company and the Group Consolidated Financial Statements for the Business Year 2010	Non Routine	Management	02/11/11	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/22/11		676,000	2. Discharge from Liability of the Members of the Board of Directors and the Executive Committee	Non Routine	Management	02/11/11	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/22/11		676,000	3. Appropriation of Available Earnings of the Company as per Balance Sheet and Declaration of Dividend	Non Routine	Management	02/11/11	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/22/11		676,000	4. Consultative Vote on the Compensation System	Non Routine	Management	02/11/11	AGAINST	AGAINST
Novartis AG ADR	NVS	66987V109	02/22/11		676,000	5.2.1 Re-election of Ann Fudge for a Three-Year Term	Routine	Management	02/11/11	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/22/11		676,000	5.2.2 Re-election of Pierre Landolt for a Three-Year Term	Routine	Management	02/11/11	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/22/11		676,000	5.2.3 Re-election of Ulrich Lehner, Ph.D. for a Three-Year Term	Routine	Management	02/11/11	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/22/11		676,000	5.3 Election of Enrico Vanni, Ph.D. for a Three-Year Term	Routine	Management	02/11/11	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/22/11		676,000	6. Appointment of PricewaterHouseCoopers as Independent Auditor	Routine	Management	02/11/11	FOR	WITH
Novartis AG ADR	NVS	66987V109	02/22/11		676,000	7. Additional and/or Counter-Proposals at the Meeting	Non Routine	Management	02/11/11	FOR	WITH
Novartis AG ADR - Special	NVS	66987V109	04/08/11		805,400	1.1 Merger of Alcon, Inc. into Novartis AG	Non Routine	Management	03/18/11	FOR	WITH
Novartis AG ADR - Special	NVS	66987V109	04/08/11		805,400	1.2 Creation of Authorised Capital - Approval of Article 4a of the Articles of Incorporation	Non Routine	Management	03/18/11	FOR	WITH
Novartis AG ADR - Special	NVS	66987V109	04/08/11		805,400	2. Additional and/or Counter-Proposals Presented at the Meeting	Non Routine	Management	03/18/11	AGAINST	AGAINST
Pfizer Inc.	PFE	717081103	04/28/11		3,576,300	1. Election of Directors - 13 Nominees	Routine	Management	04/21/11	FOR	WITH
Pfizer Inc.	PFE	717081103	04/28/11		3,576,300	2. Ratify the Appointment of KPMG as Independent Registered Public Accounting Firm	Routine	Management	04/21/11	FOR	WITH
Pfizer Inc.	PFE	717081103	04/28/11		3,576,300	3. Advisory Vote on Executive Compensation	Non Routine	Management	04/21/11	FOR	WITH
Pfizer Inc.	PFE	717081103	04/28/11		3,576,300	4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	Non Routine	Management	04/21/11	2 YR	WITH
Pfizer Inc.	PFE	717081103	04/28/11		3,576,300	5. Proposal Regarding Publication of Political Contributions	Non Routine	Shareholder	04/21/11	AGAINST	WITH
Pfizer Inc.	PFE	717081103	04/28/11		3,576,300	6. Proposal Regarding Public Policy Initiatives	Non Routine	Shareholder	04/21/11	AGAINST	WITH
Pfizer Inc.	PFE	717081103	04/28/11		3,576,300	7. Proposal Regarding Pharmaceutical Price Restraints	Non Routine	Shareholder	04/21/11	AGAINST	WITH
Pfizer Inc.	PFE	717081103	04/28/11		3,576,300	8. Proposal Regarding Action by Written Consent	Non Routine	Shareholder	04/21/11	AGAINST	WITH
Pfizer Inc.	PFE	717081103	04/28/11		3,576,300	9. Proposal Regarding Special Shareholder Meetings	Non Routine	Shareholder	04/21/11	FOR	AGAINST
Pfizer Inc.	PFE	717081103	04/28/11		3,576,300	10. Proposal Regarding Animal Research	Non Routine	Shareholder	04/21/11	AGAINST	WITH
Southwest Airlines Company	LUV	844741108	05/18/11		4,300,400	1. Election of Directors - 9 Nominees	Routine	Management	05/12/11	FOR	WITH
Southwest Airlines Company	LUV	844741108	05/18/11		4,300,400	2. Advisory Vote to Approve Named Executive Officer Compensation	Non Routine	Management	05/12/11	FOR	WITH
Southwest Airlines Company	LUV	844741108	05/18/11		4,300,400	3. Advisory Vote on Frequency of Advisory Votes on Named Executive Officer Compensation	Non Routine	Management	05/12/11	1 YR	WITH
Southwest Airlines Company	LUV	844741108	05/18/11		4,300,400	4. Ratification of the Selection of Ernst & Young LLP as the Independent Auditors	Routine	Management	05/12/11	FOR	WITH
Southwest Airlines Company	LUV	844741108	05/18/11		4,300,400	5. Adopt Simple Majority Vote	Non Routine	Shareholder	05/12/11	FOR	AGAINST
State Street Corporation	STT	857477103	05/18/11		997,500	1. Election of Directors - 13 Nominees	Routine	Management	05/11/11	FOR	WITH
State Street Corporation	STT	857477103	05/18/11		997,500	2. To Approve an Advisory Proposal on Executive Compensation	Non Routine	Management	05/11/11	FOR	WITH
State Street Corporation	STT	857477103	05/18/11		997,500	3. To Approve an Advisory Proposal on the Frequency of Future Advisory Proposals on Executive Compensation	Non Routine	Management	05/11/11	1 YR	WITH
State Street Corporation	STT	857477103	05/18/11		997,500	4. To Approve the 2011 Senior Executive Annual Incentive Plan	Non Routine	Management	05/11/11	FOR	WITH
State Street Corporation	STT	857477103	05/18/11		997,500	5. To Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm	Routine	Management	05/11/11	FOR	WITH
State Street Corporation	STT	857477103	05/18/11		997,500	6. Proposal Relating to Disclosure of Certain Political Contributions	Non Routine	Shareholder	05/11/11	AGAINST	WITH
Sunoco Inc.	SUN	86764P109	05/05/11		1,045,200	1. Election of Directors - 8 Nominees	Routine	Management	04/15/11	FOR	WITH
Sunoco Inc.	SUN	86764P109	05/05/11		1,045,200	2. To Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	04/15/11	FOR	WITH
Sunoco Inc.	SUN	86764P109	05/05/11		1,045,200	3. Advisory Vote on Executive Compensation	Non Routine	Management	04/15/11	FOR	WITH
Sunoco Inc.	SUN	86764P109	05/05/11		1,045,200	4. Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation	Non Routine	Management	04/15/11	1 YR	WITH
Sunoco Inc.	SUN	86764P109	05/05/11		1,045,200	5. Proposal Regarding Equity Awards	Non Routine	Shareholder	04/15/11	AGAINST	WITH
Symantec Corporation	SYMC	871503108	09/20/10		3,062,400	1. Election of Directors - 11 Nominees	Routine	Management	08/13/10	FOR	WITH
Symantec Corporation	SYMC	871503108	09/20/10		3,062,400	2. Ratify the Appointment of KPMG LLP as Independent Auditor	Routine	Management	08/13/10	FOR	WITH
Symantec Corporation	SYMC	871503108	09/20/10		3,062,400	3. Approval of an Amendment to the Company’s 2004 Equity Incentive Plan	Non Routine	Management	08/13/10	FOR	WITH
Symantec Corporation	SYMC	871503108	09/20/10		3,062,400	4. Approval of an Amendment to the Company’s 2008 Employee Stock Purchase Plan	Non Routine	Management	08/13/10	FOR	WITH
Texas Instruments Inc,	TXN	882508104	04/21/11		1,139,700	1. Election of Directors - 10 Nominees	Routine	Management	03/31/11	FOR	WITH
Texas Instruments Inc,	TXN	882508104	04/21/11		1,139,700	2. Advisory Vote on Named Executive Officer Compensation	Non Routine	Management	03/31/11	FOR	WITH
Texas Instruments Inc,	TXN	882508104	04/21/11		1,139,700	3. Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation	Non Routine	Management	03/31/11	3 YR	WITH
Texas Instruments Inc,	TXN	882508104	04/21/11		1,139,700	4. To Ratify the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm	Routine	Management	03/31/11	FOR	WITH
Time Warner Inc.	TWX	887317303	05/20/11		1,526,000	1. Election of Directors - 13 Nominees	Routine	Management	05/16/11	FOR	WITH
Time Warner Inc.	TWX	887317303	05/20/11		1,526,000	2. To Ratify the Appointment of Ernst & Young LLP as Independent Auditors	Routine	Management	05/16/11	FOR	WITH
Time Warner Inc.	TWX	887317303	05/20/11		1,526,000	3. Advisory Vote on Executive Compensation	Non Routine	Management	05/16/11	FOR	WITH
Time Warner Inc.	TWX	887317303	05/20/11		1,526,000	4. Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation	Non Routine	Management	05/16/11	3 YRS	WITH
Time Warner Inc.	TWX	887317303	05/20/11		1,526,000	5. Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Remove Absolute Majority Vote Provisions in the Form Attached to the Accompanying Proxy Statement as Annex B	Non Routine	Management	05/16/11	FOR	WITH
Time Warner Inc.	TWX	887317303	05/20/11		1,526,000	6. Proposal on Shareholder Action by Written Consent	Non Routine	Shareholder	05/16/11	AGAINST	WITH
Valero Energy Corporation	VLO	91913Y100	04/28/11		1,170,900	1. Election of Directors - 4 Nominees	Routine	Management	04/14/11	FOR	WITH
Valero Energy Corporation	VLO	91913Y100	04/28/11		1,170,900	2. Approve Amendment of Company’s Certificate of Incorporation to Eliminate Classified Board	Non Routine	Management	04/14/11	FOR	WITH
Valero Energy Corporation	VLO	91913Y100	04/28/11		1,170,900	3. Ratify the Appointment of KPMG as Independent Registered Public Accounting Firm	Routine	Management	04/14/11	FOR	WITH
Valero Energy Corporation	VLO	91913Y100	04/28/11		1,170,900	4. Approve the 2011 Omnibus Stock Incentive Plan	Non Routine	Management	04/14/11	FOR	WITH
Valero Energy Corporation	VLO	91913Y100	04/28/11		1,170,900	5. Approve, by Non-Binding Vote, the 2010 Compensation of the Company’s Named Executive Officers	Non Routine	Management	04/14/11	FOR	WITH
Valero Energy Corporation	VLO	91913Y100	04/28/11		1,170,900	6. To Recommend, by Non-Binding Vote, the Frequency of Stockholder Votes on Executive Compensation	Non Routine	Management	04/14/11	1 YR	WITH
Valero Energy Corporation	VLO	91913Y100	04/28/11		1,170,900	7. Proposal Entitled, “Disclosure of Political Contributions”	Non Routine	Shareholder	04/14/11	AGAINST	WITH
Valero Energy Corporation	VLO	91913Y100	04/28/11		1,170,900	8. Proposal Entitled, “Review Political Contributions”	Non Routine	Shareholder	04/14/11	AGAINST	WITH
Valero Energy Corporation	VLO	91913Y100	04/28/11		1,170,900	9. Proposal Entitled, “Report on Steps Taken to Reduce Risk of Accidents	Non Routine	Shareholder	04/14/11	AGAINST	WITH
Visa Inc.	V	92826C839	01/27/11		512,600	1. To Amend the Company’s Certificate of Incorporation to Declassify the Board of Directors	Non Routine	Management	01/14/11	FOR	WITH
Visa Inc.	V	92826C839	01/27/11		512,600	2. To Amend the Company’s Certificate of Incorporation to Implement a Majority Vote Standard in Uncontested Elections of Directors	Non Routine	Management	01/14/11	FOR	WITH
Visa Inc.	V	92826C839	01/27/11		512,600	3. Election of Directors - 10 Nominees	Routine	Management	01/14/11	FOR	WITH
Visa Inc.	V	92826C839	01/27/11		512,600	4. Election of Directors - 3 Nominees	Routine	Management	01/14/11	FOR	WITH
Visa Inc.	V	92826C839	01/27/11		512,600	5. An Advisory Vote on Executive Compensation	Non Routine	Management	01/14/11	FOR	WITH
Visa Inc.	V	92826C839	01/27/11		512,600	6. An Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation	Non Routine	Management	01/14/11	1 YR	WITH
Visa Inc.	V	92826C839	01/27/11		512,600	7. To Approve the Visa Inc. Incentive Plan, as Amended and Restated	Non Routine	Management	01/14/11	FOR	WITH
Visa Inc.	V	92826C839	01/27/11		512,600	8. To Ratify the Appointment of KPMG LLP as Independent Auditor	Routine	Management	01/14/11	FOR	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/03/11		915,100	1. Election of Directors - 13 Nominees	Routine	Management	05/26/11	FOR	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/03/11		915,100	2. Ratification of Ernst & Young as Independent Accountants	Routine	Management	05/26/11	FOR	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/03/11		915,100	3. Advisory Vote on Executive Compensation	Non Routine	Management	05/26/11	FOR	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/03/11		915,100	4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	Non Routine	Management	05/26/11	1 YR	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/03/11		915,100	5. Gender Indentity Non-Discrimination Policy	Non Routine	Shareholder	05/26/11	AGAINST	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/03/11		915,100	6. Political Contributions Report	Non Routine	Shareholder	05/26/11	AGAINST	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/03/11		915,100	7. Special Shareowner Meetings	Non Routine	Shareholder	05/26/11	FOR	AGAINST
Wal-Mart Stores Inc.	WMT	931142103	06/03/11		915,100	8. Require Supplier(s) to Publish an Annual Sustainability Report	Non Routine	Shareholder	05/26/11	AGAINST	WITH
Wal-Mart Stores Inc.	WMT	931142103	06/03/11		915,100	9. Climate Change Risk Disclosure	Non Routine	Shareholder	05/26/11	AGAINST	WITH

SIGNATURES

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

Sound Shore Fund, Inc.                

(Registrant)

By:

/s/ T. Gibbs Kane, Jr.                    

T. Gibbs Kane, Jr

President

Date: August 4, 2011