Eagle Capital Appreciation Fund N-PX Annual report of proxy voting record

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM N-PX

Annual Report of Proxy Voting Record of Registered Management Investment Company

Investment Company Act file number: 811-4338

EAGLE CAPITAL APPRECIATION FUND

 (Exact name of Registrant as Specified in Charter)

880 Carillon Parkway

St. Petersburg, FL 33716

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, including Area Code: (727) 567-8143

RICHARD J. ROSSI, PRESIDENT

880 Carillon Parkway

St. Petersburg, FL 33716

(Name and Address of Agent for Service)

Copy to:

FRANCINE J. ROSENBERGER, ESQ.

K&L Gates, LLP

1601 K Street, NW

Washington, D.C.  20006

Date of fiscal year end:                    October 31

Date of Reporting Period:                July 1, 2010 to June 30, 2011

Item 1. Proxy Voting Record.

Eagle Capital Appreciation Fund

Name (Eagle Fund Name)	Security ID	Symbol	Desc (Company Name)	Meeting Date	Issue (What Issue was voted on?)	Was this a Shareholder, Mgmt, or Issuer Proposal?	Was the Fund Vote "with" or "against" M recommendation	How "The Fund" cast its vote
Eagle Capital Appreciation Fund	654106103	NKE	Nike, Inc.	09/20/10	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	654106103	NKE	Nike, Inc.	09/20/10	Amend Executive Incentive Bonus Plan	M	With	For
Eagle Capital Appreciation Fund	654106103	NKE	Nike, Inc.	09/20/10	Amend Omnibus Stock Plan	M	With	For
Eagle Capital Appreciation Fund	654106103	NKE	Nike, Inc.	09/20/10	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	57636Q104	MA	MasterCard Incorporated	09/21/10	Declassify the Board of Directors	M	With	For
Eagle Capital Appreciation Fund	57636Q104	MA	MasterCard Incorporated	09/21/10	Reduce Supermajority Vote Requirement	M	With	For
Eagle Capital Appreciation Fund	57636Q104	MA	MasterCard Incorporated	09/21/10	Amend Board Qualifications	M	With	For
Eagle Capital Appreciation Fund	57636Q104	MA	MasterCard Incorporated	09/21/10	Amend Stock Ownership Limitations	M	With	For
Eagle Capital Appreciation Fund	57636Q104	MA	MasterCard Incorporated	09/21/10	Adjourn Meeting	M	With	For
Eagle Capital Appreciation Fund	57636Q104	MA	MasterCard Incorporated	09/21/10	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	57636Q104	MA	MasterCard Incorporated	09/21/10	Approve Executive Incentive Bonus Plan	M	With	For
Eagle Capital Appreciation Fund	57636Q104	MA	MasterCard Incorporated	09/21/10	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	68389X105	ORCL	Oracle Corporation	10/06/10	Elect Directors	M	Against	Withhold
Eagle Capital Appreciation Fund	68389X105	ORCL	Oracle Corporation	10/06/10	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	68389X105	ORCL	Oracle Corporation	10/06/10	Approve Executive Incentive Bonus Plan	M	With	For
Eagle Capital Appreciation Fund	68389X105	ORCL	Oracle Corporation	10/06/10	Amend Omnibus Stock Plan	M	Against	Against
Eagle Capital Appreciation Fund	68389X105	ORCL	Oracle Corporation	10/06/10	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	68389X105	ORCL	Oracle Corporation	10/06/10	Establish Board Committee on Sustainability	S	With	Against
Eagle Capital Appreciation Fund	68389X105	ORCL	Oracle Corporation	10/06/10	Require a Majority Vote for the Election of Directors	S	Against	For
Eagle Capital Appreciation Fund	68389X105	ORCL	Oracle Corporation	10/06/10	Stock Retention/Holding Period	S	Against	For
Eagle Capital Appreciation Fund	742718109	PG	The Procter & Gamble Company	10/12/10	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	742718109	PG	The Procter & Gamble Company	10/12/10	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	742718109	PG	The Procter & Gamble Company	10/12/10	Provide for Cumulative Voting	S	With	Against
Eagle Capital Appreciation Fund	594918104	MSFT	Microsoft Corporation	11/16/10	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	594918104	MSFT	Microsoft Corporation	11/16/10	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	594918104	MSFT	Microsoft Corporation	11/16/10	Amend Bylaws to Establish a Board Committee on Environmental Sustainability	S	With	Against
Eagle Capital Appreciation Fund	17275R102	CSCO	Cisco Systems, Inc.	11/18/10	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	17275R102	CSCO	Cisco Systems, Inc.	11/18/10	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	17275R102	CSCO	Cisco Systems, Inc.	11/18/10	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	17275R102	CSCO	Cisco Systems, Inc.	11/18/10	Amend Bylaws to Establish a Board Committee on Environmental Sustainability	S	With	Against
Eagle Capital Appreciation Fund	17275R102	CSCO	Cisco Systems, Inc.	11/18/10	Report on Internet Fragmentation	S	Against	For
Eagle Capital Appreciation Fund	17275R102	CSCO	Cisco Systems, Inc.	11/18/10	Adopt Policy Prohibiting Sale of Products in China if they Contribute to Human Rights Abuses	S	With	Against
Eagle Capital Appreciation Fund	22160K105	COST	Costco Wholesale Corporation	01/27/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	22160K105	COST	Costco Wholesale Corporation	01/27/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	22160K105	COST	Costco Wholesale Corporation	01/27/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	22160K105	COST	Costco Wholesale Corporation	01/27/11	Advisory Vote on Say on Pay Frequency	M	Against	Against / One Year
Eagle Capital Appreciation Fund	037833100	AAPL	Apple Inc.	02/23/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	037833100	AAPL	Apple Inc.	02/23/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	037833100	AAPL	Apple Inc.	02/23/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	037833100	AAPL	Apple Inc.	02/23/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	037833100	AAPL	Apple Inc.	02/23/11	Adopt Policy on Succession Planning	S	Against	For
Eagle Capital Appreciation Fund	037833100	AAPL	Apple Inc.	02/23/11	Require a Majority Vote for the Election of Directors	S	Against	For
Eagle Capital Appreciation Fund	747525103	QCOM	QUALCOMM Incorporated	03/08/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	747525103	QCOM	QUALCOMM Incorporated	03/08/11	Amend Omnibus Stock Plan	M	With	For
Eagle Capital Appreciation Fund	747525103	QCOM	QUALCOMM Incorporated	03/08/11	Amend Qualified Employee Stock Purchase Plan	M	With	For
Eagle Capital Appreciation Fund	747525103	QCOM	QUALCOMM Incorporated	03/08/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	747525103	QCOM	QUALCOMM Incorporated	03/08/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	747525103	QCOM	QUALCOMM Incorporated	03/08/11	Advisory Vote on Say on Pay Frequency	M	With	For / Three Years
Eagle Capital Appreciation Fund	747525103	QCOM	QUALCOMM Incorporated	03/08/11	Require a Majority Vote for the Election of Directors	S	Against	For
Eagle Capital Appreciation Fund	806857108	SLB	Schlumberger Limited	04/06/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	806857108	SLB	Schlumberger Limited	04/06/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	806857108	SLB	Schlumberger Limited	04/06/11	Advisory Vote on Say on Pay Frequency	M	With	For / Two Years
Eagle Capital Appreciation Fund	806857108	SLB	Schlumberger Limited	04/06/11	Increase Authorized Common Stock	M	With	For
Eagle Capital Appreciation Fund	806857108	SLB	Schlumberger Limited	04/06/11	Adopt Plurality Voting for Contested Election of Directors	M	With	For
Eagle Capital Appreciation Fund	806857108	SLB	Schlumberger Limited	04/06/11	Adopt and Approve Financials and Dividends	M	With	For
Eagle Capital Appreciation Fund	806857108	SLB	Schlumberger Limited	04/06/11	Ratify PricewaterhouseCoopers LLP as Auditors	M	With	For
Eagle Capital Appreciation Fund	665859104	NTRS	Northern Trust Corporation	04/19/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	665859104	NTRS	Northern Trust Corporation	04/19/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For

Eagle Capital Appreciation Fund	665859104	NTRS	Northern Trust Corporation	04/19/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	665859104	NTRS	Northern Trust Corporation	04/19/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	74005P104	PX	Praxair, Inc.	04/26/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	74005P104	PX	Praxair, Inc.	04/26/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	74005P104	PX	Praxair, Inc.	04/26/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	74005P104	PX	Praxair, Inc.	04/26/11	Amend Executive Incentive Bonus Plan	M	With	For
Eagle Capital Appreciation Fund	74005P104	PX	Praxair, Inc.	04/26/11	Amend Omnibus Stock Plan	M	With	For
Eagle Capital Appreciation Fund	74005P104	PX	Praxair, Inc.	04/26/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	478160104	JNJ	Johnson & Johnson	04/28/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	478160104	JNJ	Johnson & Johnson	04/28/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	478160104	JNJ	Johnson & Johnson	04/28/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	478160104	JNJ	Johnson & Johnson	04/28/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	478160104	JNJ	Johnson & Johnson	04/28/11	Adopt Policy to Restrain Pharmaceutical Price Increases	S	With	Against
Eagle Capital Appreciation Fund	478160104	JNJ	Johnson & Johnson	04/28/11	Amend EEO Policy to Prohibit Discrimination Based on Applicant's Health Status	S	With	Against
Eagle Capital Appreciation Fund	478160104	JNJ	Johnson & Johnson	04/28/11	Adopt Animal-Free Training Methods	S	With	Against
Eagle Capital Appreciation Fund	713448108	PEP	PepsiCo, Inc.	05/04/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	713448108	PEP	PepsiCo, Inc.	05/04/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	713448108	PEP	PepsiCo, Inc.	05/04/11	Advisory Vote on Say on Pay Frequency	M	With	For / Three Years
Eagle Capital Appreciation Fund	713448108	PEP	PepsiCo, Inc.	05/04/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	713448108	PEP	PepsiCo, Inc.	05/04/11	Adopt Majority Voting for Uncontested Election of Directors	M	With	For
Eagle Capital Appreciation Fund	713448108	PEP	PepsiCo, Inc.	05/04/11	Amend Articles/Bylaws/Charter -- Call Special Meetings	S	With	Against
Eagle Capital Appreciation Fund	713448108	PEP	PepsiCo, Inc.	05/04/11	Report on Political Contributions	S	With	Against
Eagle Capital Appreciation Fund	054303102	AVP	Avon Products, Inc.	05/05/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	054303102	AVP	Avon Products, Inc.	05/05/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	054303102	AVP	Avon Products, Inc.	05/05/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	054303102	AVP	Avon Products, Inc.	05/05/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	054303102	AVP	Avon Products, Inc.	05/05/11	Reduce Supermajority Vote Requirement	M	With	For
Eagle Capital Appreciation Fund	111320107	BRCM	Broadcom Corporation	05/05/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	111320107	BRCM	Broadcom Corporation	05/05/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	111320107	BRCM	Broadcom Corporation	05/05/11	Advisory Vote on Say on Pay Frequency	M	With	For / Three Years
Eagle Capital Appreciation Fund	111320107	BRCM	Broadcom Corporation	05/05/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	674599105	OXY	Occidental Petroleum Corporation	05/06/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	674599105	OXY	Occidental Petroleum Corporation	05/06/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	674599105	OXY	Occidental Petroleum Corporation	05/06/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	674599105	OXY	Occidental Petroleum Corporation	05/06/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	674599105	OXY	Occidental Petroleum Corporation	05/06/11	Review Political Expenditures and Processes	S	Against	For
Eagle Capital Appreciation Fund	674599105	OXY	Occidental Petroleum Corporation	05/06/11	Request Director Nominee with Environmental Qualifications	S	With	Against
Eagle Capital Appreciation Fund	12497T101	CBG	CB Richard Ellis Group, Inc.	05/11/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	12497T101	CBG	CB Richard Ellis Group, Inc.	05/11/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	12497T101	CBG	CB Richard Ellis Group, Inc.	05/11/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	12497T101	CBG	CB Richard Ellis Group, Inc.	05/11/11	Advisory Vote on Say on Pay Frequency	M	With	For / Three Years
Eagle Capital Appreciation Fund	375558103	GILD	Gilead Sciences, Inc.	05/12/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	375558103	GILD	Gilead Sciences, Inc.	05/12/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	375558103	GILD	Gilead Sciences, Inc.	05/12/11	Amend Executive Incentive Bonus Plan	M	With	For
Eagle Capital Appreciation Fund	375558103	GILD	Gilead Sciences, Inc.	05/12/11	Reduce Supermajority Vote Requirement	M	With	For
Eagle Capital Appreciation Fund	375558103	GILD	Gilead Sciences, Inc.	05/12/11	Provide Right to Call Special Meeting	M	With	For
Eagle Capital Appreciation Fund	375558103	GILD	Gilead Sciences, Inc.	05/12/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	375558103	GILD	Gilead Sciences, Inc.	05/12/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	790849103	STJ	St. Jude Medical, Inc.	05/12/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	790849103	STJ	St. Jude Medical, Inc.	05/12/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	790849103	STJ	St. Jude Medical, Inc.	05/12/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	790849103	STJ	St. Jude Medical, Inc.	05/12/11	Amend Omnibus Stock Plan	M	With	For
Eagle Capital Appreciation Fund	790849103	STJ	St. Jude Medical, Inc.	05/12/11	Declassify the Board of Directors	S	With	For
Eagle Capital Appreciation Fund	790849103	STJ	St. Jude Medical, Inc.	05/12/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	845467109	SWN	Southwestern Energy Company	05/17/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	845467109	SWN	Southwestern Energy Company	05/17/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	845467109	SWN	Southwestern Energy Company	05/17/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	845467109	SWN	Southwestern Energy Company	05/17/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	845467109	SWN	Southwestern Energy Company	05/17/11	Provide Right to Call Special Meeting	M	Against	Against
Eagle Capital Appreciation Fund	845467109	SWN	Southwestern Energy Company	05/17/11	Report on Political Contributions	S	With	Against

Eagle Capital Appreciation Fund	808513105	SCHW	The Charles Schwab Corporation	05/17/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	808513105	SCHW	The Charles Schwab Corporation	05/17/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	808513105	SCHW	The Charles Schwab Corporation	05/17/11	Amend Omnibus Stock Plan	M	With	For
Eagle Capital Appreciation Fund	808513105	SCHW	The Charles Schwab Corporation	05/17/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	808513105	SCHW	The Charles Schwab Corporation	05/17/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	808513105	SCHW	The Charles Schwab Corporation	05/17/11	Report on Political Contributions	S	Against	For
Eagle Capital Appreciation Fund	808513105	SCHW	The Charles Schwab Corporation	05/17/11	Declassify the Board of Directors	S	With	For
Eagle Capital Appreciation Fund	029912201	AMT	American Tower Corporation	05/18/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	029912201	AMT	American Tower Corporation	05/18/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	029912201	AMT	American Tower Corporation	05/18/11	Reduce Supermajority Vote Requirement	M	With	For
Eagle Capital Appreciation Fund	029912201	AMT	American Tower Corporation	05/18/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	029912201	AMT	American Tower Corporation	05/18/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	406216101	HAL	Halliburton Company	05/19/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	406216101	HAL	Halliburton Company	05/19/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	406216101	HAL	Halliburton Company	05/19/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	406216101	HAL	Halliburton Company	05/19/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	406216101	HAL	Halliburton Company	05/19/11	Review and Assess Human Rights Policies	S	Against	For
Eagle Capital Appreciation Fund	406216101	HAL	Halliburton Company	05/19/11	Report on Political Contributions	S	With	Against
Eagle Capital Appreciation Fund	228227104	CCI	Crown Castle International Corp.	05/24/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	228227104	CCI	Crown Castle International Corp.	05/24/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	228227104	CCI	Crown Castle International Corp.	05/24/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	228227104	CCI	Crown Castle International Corp.	05/24/11	Adopt Majority Voting for Uncontested Election of Directors	M	With	For
Eagle Capital Appreciation Fund	228227104	CCI	Crown Castle International Corp.	05/24/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	883556102	TMO	Thermo Fisher Scientific Inc.	05/25/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	883556102	TMO	Thermo Fisher Scientific Inc.	05/25/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	883556102	TMO	Thermo Fisher Scientific Inc.	05/25/11	Advisory Vote on Say on Pay Frequency	M	With	For / Two Years
Eagle Capital Appreciation Fund	883556102	TMO	Thermo Fisher Scientific Inc.	05/25/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	883556102	TMO	Thermo Fisher Scientific Inc.	05/25/11	Declassify the Board of Directors	S	Against	For
Eagle Capital Appreciation Fund	548661107	LOW	Lowe's Companies, Inc.	05/27/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	548661107	LOW	Lowe's Companies, Inc.	05/27/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	548661107	LOW	Lowe's Companies, Inc.	05/27/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	548661107	LOW	Lowe's Companies, Inc.	05/27/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	548661107	LOW	Lowe's Companies, Inc.	05/27/11	Approve Executive Incentive Bonus Plan	M	With	For
Eagle Capital Appreciation Fund	548661107	LOW	Lowe's Companies, Inc.	05/27/11	Submit Severance Agreement (Change-in-Control) to Shareholder Vote	S	Against	For
Eagle Capital Appreciation Fund	548661107	LOW	Lowe's Companies, Inc.	05/27/11	Include Sustainability as a Performance Measure for Senior Executive Compensation	S	With	Against
Eagle Capital Appreciation Fund	548661107	LOW	Lowe's Companies, Inc.	05/27/11	Report on Political Contributions	S	With	Against
Eagle Capital Appreciation Fund	38259P508	GOOG	Google Inc.	06/02/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	38259P508	GOOG	Google Inc.	06/02/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	38259P508	GOOG	Google Inc.	06/02/11	Amend Omnibus Stock Plan	M	Against	Against
Eagle Capital Appreciation Fund	38259P508	GOOG	Google Inc.	06/02/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	38259P508	GOOG	Google Inc.	06/02/11	Advisory Vote on Say on Pay Frequency	M	With	For / Three Years
Eagle Capital Appreciation Fund	38259P508	GOOG	Google Inc.	06/02/11	Amend Bylaws to Establish a Board Committee on Environmental Sustainability	S	With	Against
Eagle Capital Appreciation Fund	38259P508	GOOG	Google Inc.	06/02/11	Reduce Supermajority Vote Requirement	S	With	Against
Eagle Capital Appreciation Fund	38259P508	GOOG	Google Inc.	06/02/11	Report on Code of Conduct Compliance	S	With	Against
Eagle Capital Appreciation Fund	57636Q104	MA	MasterCard Incorporated	06/07/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	57636Q104	MA	MasterCard Incorporated	06/07/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	57636Q104	MA	MasterCard Incorporated	06/07/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	57636Q104	MA	MasterCard Incorporated	06/07/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	855030102	SPLS	Staples, Inc.	06/07/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	855030102	SPLS	Staples, Inc.	06/07/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	855030102	SPLS	Staples, Inc.	06/07/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	855030102	SPLS	Staples, Inc.	06/07/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	855030102	SPLS	Staples, Inc.	06/07/11	Provide Right to Act by Written Consent	S	With	Against
Eagle Capital Appreciation Fund	12572Q105	CME	CME Group Inc.	06/08/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	12572Q105	CME	CME Group Inc.	06/08/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	12572Q105	CME	CME Group Inc.	06/08/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	12572Q105	CME	CME Group Inc.	06/08/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	25179M103	DVN	Devon Energy Corporation	06/08/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	25179M103	DVN	Devon Energy Corporation	06/08/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	25179M103	DVN	Devon Energy Corporation	06/08/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year

Eagle Capital Appreciation Fund	25179M103	DVN	Devon Energy Corporation	06/08/11	Reduce Supermajority Vote Requirement	M	With	For
Eagle Capital Appreciation Fund	25179M103	DVN	Devon Energy Corporation	06/08/11	Amend Certificate of Incorporation	M	With	For
Eagle Capital Appreciation Fund	25179M103	DVN	Devon Energy Corporation	06/08/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	25179M103	DVN	Devon Energy Corporation	06/08/11	Provide Right to Act by Written Consent	S	Against	For
Eagle Capital Appreciation Fund	29444U502	EQIX	Equinix, Inc.	06/09/11	Elect Directors	M	With	For
Eagle Capital Appreciation Fund	29444U502	EQIX	Equinix, Inc.	06/09/11	Ratify Auditors	M	With	For
Eagle Capital Appreciation Fund	29444U502	EQIX	Equinix, Inc.	06/09/11	Advisory Vote to Ratify Named Executive Officers' Compensation	M	With	For
Eagle Capital Appreciation Fund	29444U502	EQIX	Equinix, Inc.	06/09/11	Advisory Vote on Say on Pay Frequency	M	With	For / One Year
Eagle Capital Appreciation Fund	29444U502	EQIX	Equinix, Inc.	06/09/11	Reduce Supermajority Vote Requirement for Amendments to the Certificate of Incorporation	M	With	For
Eagle Capital Appreciation Fund	29444U502	EQIX	Equinix, Inc.	06/09/11	Reduce Supermajority Vote Requirement Relating to Removal of Directors	M	With	For
Eagle Capital Appreciation Fund	29444U502	EQIX	Equinix, Inc.	06/09/11	Reduce Supermajority Vote Requirement for Amendments to the By-laws	M	With	For

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.

Eagle Capital Appreciation Fund

By: /s/ Susan L. Walzer                 

Susan L. Walzer

Principal Executive Officer

Date: August 19, 2011