Brown Capital Management Small Company Fund (BCSIX) 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: 811-06199

The Nottingham Investment Trust II

(Exact name of registrant as specified in charter)

116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802

              (Address of principal executive offices)                                       (Zip code)

A. Vason Hamrick

 116 South Franklin Street, Post Office Box 69, Rocky Mount, North Carolina 27802

(Name and address of agent for service)

Registrant's telephone number, including area code: 252-972-9922

Date of fiscal year end: March 31

Date of reporting period: July 1, 2009 - June 30, 2010

PROXY VOTING RECORDS

EARNEST PARTNERS FIXED INCOME TRUST

There were no matters relating to a portfolio security considered at any shareholder meeting held during the period covered by this report with respect to which the registrant was entitled to vote.

Brown Capital Management Small Company Fund

Abaxis, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	ABAX	CUSIP 002567105	10/28/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Clinton Severson	Mgmt	For	For	For
	1.2	Elect Richard Bastiani	Mgmt	For	For	For
	1.3	Elect Henk Evenhuis	Mgmt	For	For	For
	1.4	Elect Prithipal Singh	Mgmt	For	For	For
	1.5	Elect Ernest Tucker, III	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Accelrys Inc
	Ticker	Security ID:	Meeting Date		Meeting Status
	ACCL	CUSIP 00430U103	06/30/2010		Voted
	Meeting Type	Country of Trade
	Special	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Issuance of Shares Pursuant to the Merger/Acquisition	Mgmt	For	For	For
	2	Increase of Authorized Common Stock	Mgmt	For	For	For
	3	Right to Adjourn Meeting	Mgmt	For	For	For
Accelrys, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	ACCL	CUSIP 00430U103	08/27/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Max Carnecchia	Mgmt	For	For	For
	1.2	Elect Christopher Steffen	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	Against	Against
ACI Worldwide, Inc
	Ticker	Security ID:	Meeting Date		Meeting Status
	ACIW	CUSIP 004498101	06/09/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Alfred Berkeley, III	Mgmt	For	For	For
	1.2	Elect John Curtis	Mgmt	For	For	For
	1.3	Elect Philip Heasley	Mgmt	For	For	For
	1.4	Elect James McGroddy	Mgmt	For	For	For
	1.5	Elect Harlan Seymour	Mgmt	For	For	For
	1.6	Elect John Shay, Jr.	Mgmt	For	For	For
	1.7	Elect John Stokely	Mgmt	For	For	For

Brown Capital Management Small Company Fund

	1.8	Elect Jan Suwinski	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Affymetrix, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	AFFX	CUSIP 00826T108	05/14/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Stephen Fodor	Mgmt	For	For	For
	2	Elect Kevin King	Mgmt	For	For	For
	3	Elect Paul Berg	Mgmt	For	Against	Against
	4	Elect Nelson Chan	Mgmt	For	For	For
	5	Elect John Diekman	Mgmt	For	For	For
	6	Elect Gary Guthart	Mgmt	For	Against	Against
	7	Elect Jami Dover Nachtsheim	Mgmt	For	For	For
	8	Elect Robert Trice	Mgmt	For	For	For
	9	Elect Robert Wayman	Mgmt	For	For	For
	10	Ratification of Auditor	Mgmt	For	For	For
	11	Amendment to the 2000 Equity Incentive Plan	Mgmt	For	For	For
Albany Molecular Research, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	AMRI	CUSIP 012423109	06/02/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Thomas  D'Ambra	Mgmt	For	For	For
	1.2	Elect Veronica Jordan	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
American Software, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	AMSWA	CUSIP 029683109	08/17/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect W. Dennis Hogue	Mgmt	For	For	For
	1.2	Elect John Jarvis	Mgmt	For	For	For
	1.3	Elect James Miller, Jr.	Mgmt	For	For	For
	2	Amendment to the 2001 Stock Plan	Mgmt	For	Against	Against
	3	Ratification of Stock Plan Conversion	Mgmt	For	For	For

Brown Capital Management Small Company Fund

ANSYS, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	ANSS	CUSIP 03662Q105	05/12/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Jacqueline Morby	Mgmt	For	For	For
	1.2	Elect Michael Thurk	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Balchem Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	BCPC	CUSIP 057665200	06/17/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Dino Rossi	Mgmt	For	For	For
	1.2	Elect Elaine Wedral	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Blackbaud, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	BLKB	CUSIP 09227Q100	06/23/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Marc Chardon	Mgmt	For	For	For
	1.2	Elect John McConnell	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Bruker Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	BRKR	CUSIP 116794108	05/14/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Wolf-Dieter Emmerich	Mgmt	For	For	For
	1.2	Elect Brenda Furlong	Mgmt	For	For	For
	1.3	Elect Frank Laukien	Mgmt	For	For	For
	1.4	Elect Richard Packer	Mgmt	For	For	For
	2	2010 Incentive Compensation Plan	Mgmt	For	For	For
	3	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Small Company Fund

CARBO Ceramics Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	CRR	CUSIP 140781105	05/18/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Sigmund L. Cornelius	Mgmt	For	For	For
	1.2	Elect James B. Jennings	Mgmt	For	For	For
	1.3	Elect Gary A. Kolstad	Mgmt	For	For	For
	1.4	Elect H. E. Lentz, Jr.	Mgmt	For	For	For
	1.5	Elect Randy L. Limbacher	Mgmt	For	For	For
	1.6	Elect William C. Morris	Mgmt	For	For	For
	1.7	Elect Robert S. Rubin	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Cognex Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	CGNX	CUSIP 192422103	04/22/2010		Voted
	Meeting Type	Country of Trade
	Special	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Robert Shillman	Mgmt	For	For	For
	1.2	Elect Anthony Sun	Mgmt	For	For	For
Concur Technologies, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	CNQR	CUSIP 206708109	03/10/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect William Canfield	Mgmt	For	For	For
	1.2	Elect Gordon  Eubanks	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Diodes Incorporated
	Ticker	Security ID:	Meeting Date		Meeting Status
	DIOD	CUSIP 254543101	05/24/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect C. H. Chen	Mgmt	For	For	For
	1.2	Elect Michael Giordano	Mgmt	For	For	For
	1.3	Elect L.P. Hsu	Mgmt	For	For	For
	1.4	Elect Keh-Shew Lu	Mgmt	For	For	For
	1.5	Elect Raymond Soong	Mgmt	For	Withhold	Against
	1.6	Elect John Stich	Mgmt	For	For	For
	1.7	Elect Michael Tsai	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Small Company Fund

Dionex Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	DNEX	CUSIP 254546104	10/26/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect David Anderson	Mgmt	For	For	For
	1.2	Elect A. Blaine Bowman	Mgmt	For	For	For
	1.3	Elect Frank Witney	Mgmt	For	For	For
	1.4	Elect Roderick McGeary	Mgmt	For	For	For
	1.5	Elect Riccardo Pigliucci	Mgmt	For	For	For
	1.6	Elect Michael Pope	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Dolby Laboratories, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	DLB	CUSIP 25659T107	02/09/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Ray Dolby	Mgmt	For	For	For
	1.2	Elect Kevin Yeaman	Mgmt	For	For	For
	1.3	Elect Peter Gotcher	Mgmt	For	For	For
	1.4	Elect Nicholas Donatiello, Jr.	Mgmt	For	For	For
	1.5	Elect Ted Hall	Mgmt	For	For	For
	1.6	Elect Bill Jasper	Mgmt	For	For	For
	1.7	Elect Sanford Robertson	Mgmt	For	For	For
	1.8	Elect Roger Siboni	Mgmt	For	For	For
	1.9	Elect Avadis Tevanian, Jr.	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
DTS, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	DTSI	CUSIP 23335C101	06/04/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect L. Gregory Ballard	Mgmt	For	For	For
	1.2	Elect Bradford Duea	Mgmt	For	For	For
	1.3	Elect Craig  Andrews	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Small Company Fund

Dynamic Materials Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	BOOM	CUSIP 267888105	05/26/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Dean  Allen	Mgmt	For	For	For
	1.2	Elect Yvon Cariou	Mgmt	For	For	For
	1.3	Elect Bernard Hueber	Mgmt	For	For	For
	1.4	Elect Gerard Munera	Mgmt	For	For	For
	1.5	Elect Richard Graff	Mgmt	For	For	For
	1.6	Elect Rolf Rospek	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
FEI Company
	Ticker	Security ID:	Meeting Date		Meeting Status
	FEIC	CUSIP 30241L109	05/13/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Lawrence Bock	Mgmt	For	For	For
	1.2	Elect Wilfred Corrigan	Mgmt	For	For	For
	1.3	Elect Don Kania	Mgmt	For	For	For
	1.4	Elect Thomas Kelly	Mgmt	For	For	For
	1.5	Elect William Lattin	Mgmt	For	For	For
	1.6	Elect Jan Lobbezoo	Mgmt	For	For	For
	1.7	Elect Gerhard Parker	Mgmt	For	For	For
	1.8	Elect James Richardson	Mgmt	For	For	For
	1.9	Elect Richard Wills	Mgmt	For	For	For
	2	Amendment to the 1995 Stock Incentive Plan	Mgmt	For	For	For
	3	Amendment to the Employee Share Purchase Plan	Mgmt	For	For	For
	4	Ratification of Auditor	Mgmt	For	For	For
FLIR Systems, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	FLIR	CUSIP 302445101	04/23/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect John Carter	Mgmt	For	For	For
	1.2	Elect Michael Smith	Mgmt	For	For	For
	1.3	Elect John Wood, Jr.	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Small Company Fund

Gen-Probe Incorporated
	Ticker	Security ID:	Meeting Date		Meeting Status
	GPRO	CUSIP 36866T103	05/13/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Carl Hull	Mgmt	For	For	For
	2	Elect Armin Kessler	Mgmt	For	For	For
	3	Elect Lucy Shapiro	Mgmt	For	For	For
	4	Ratification of Auditor	Mgmt	For	Against	Against
	5	Election of Brian A. McNamee to the Company's Board of Directors	Mgmt	For	For	For
Green Mountain Coffee Roasters, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	GMCR	CUSIP 393122106	03/11/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Barbara Carlini	Mgmt	For	For	For
	1.2	Elect Douglas Daft	Mgmt	For	For	For
	1.3	Elect Hinda Miller	Mgmt	For	For	For
	2	Increase of Authorized Common Stock	Mgmt	For	For	For
	3	Amendment to the 2006 Incentive Plan	Mgmt	For	For	For
	4	Ratification of Auditor	Mgmt	For	For	For
Hittite Microwave Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	HITT	CUSIP 43365Y104	05/06/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Stephen Daly	Mgmt	For	For	For
	1.2	Elect Ernest Godshalk	Mgmt	For	For	For
	1.3	Elect Rick Hess	Mgmt	For	For	For
	1.4	Elect Adrienne Markham	Mgmt	For	For	For
	1.5	Elect Brian McAloon	Mgmt	For	For	For
	1.6	Elect Cosmo Trapani	Mgmt	For	For	For
	1.7	Elect Franklin Weigold	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Small Company Fund

Human Genome Sciences, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	HGSI	CUSIP 444903108	05/20/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Richard Danzig	Mgmt	For	For	For
	1.2	Elect Jurgen Drews	Mgmt	For	For	For
	1.3	Elect Maxine Gowen	Mgmt	For	For	For
	1.4	Elect Tuan Ha-Ngoc	Mgmt	For	For	For
	1.5	Elect Argeris Karabelas	Mgmt	For	For	For
	1.6	Elect John LaMattina	Mgmt	For	For	For
	1.7	Elect Augustine Lawlor	Mgmt	For	For	For
	1.8	Elect H. Thomas Watkins	Mgmt	For	For	For
	1.9	Elect Robert Young	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Immucor, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	BLUD	CUSIP 452526106	11/12/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect James Clouser	Mgmt	For	For	For
	1.2	Elect Gioacchino De Chirico	Mgmt	For	For	For
	1.3	Elect Ralph Eatz	Mgmt	For	For	For
	1.4	Elect Paul Holland	Mgmt	For	For	For
	1.5	Elect Ronny Lancaster	Mgmt	For	For	For
	1.6	Elect Chris Perkins	Mgmt	For	For	For
	1.7	Elect Joseph Rosen	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
	3	Amendment to Shareholder Rights Plan	Mgmt	For	Against	Against
Incyte Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	INCY	CUSIP 45337C102	05/18/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Richard De Schutter	Mgmt	For	For	For
	1.2	Elect Barry Ariko	Mgmt	For	For	For
	1.3	Elect Julian Baker	Mgmt	For	For	For
	1.4	Elect Paul Brooke	Mgmt	For	For	For
	1.5	Elect Paul Friedman	Mgmt	For	For	For
	1.6	Elect John Niblack	Mgmt	For	For	For
	1.7	Elect Roy Whitfield	Mgmt	For	For	For
	2	2010 Stock Incentive Plan	Mgmt	For	For	For

Brown Capital Management Small Company Fund

	3	Amendment to the 1997 Employee Stock Purchase Plan	Mgmt	For	For	For
	4	Ratification of Auditor	Mgmt	For	For	For
Incyte Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	INCY	CUSIP 45337C102	11/24/2009		Voted
	Meeting Type	Country of Trade
	Special	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Increase of Authorized Common Stock	Mgmt	For	For	For
	2	Right to Adjourn Meeting	Mgmt	For	For	For
Iris International, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	IRIS	CUSIP 46270W105	05/14/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Thomas Adams	Mgmt	For	For	For
	1.2	Elect Steven Besbeck	Mgmt	For	For	For
	1.3	Elect Cesar Garcia	Mgmt	For	For	For
	1.4	Elect Beth Karlan	Mgmt	For	For	For
	1.5	Elect Michael Matte	Mgmt	For	For	For
	1.6	Elect Richard Nadeau	Mgmt	For	For	For
	1.7	Elect Rick Timmins	Mgmt	For	For	For
	1.8	Elect Edward Voboril	Mgmt	For	For	For
	1.9	Elect Stephen Wasserman	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Kendle International Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	KNDL	CUSIP 48880L107	05/20/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Candace Kendle	Mgmt	For	Withhold	Against
	1.2	Elect Christopher Bergen	Mgmt	For	Withhold	Against
	1.3	Elect Robert Buck	Mgmt	For	Withhold	Against
	1.4	Elect G. Steven Geis	Mgmt	For	Withhold	Against
	1.5	Elect Donald Harrison	Mgmt	For	Withhold	Against
	1.6	Elect Timothy Johnson	Mgmt	For	Withhold	Against
	1.7	Elect Timothy Mooney	Mgmt	For	Withhold	Against
	1.8	Elect Frederick Russ	Mgmt	For	Withhold	Against
	2	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Small Company Fund

Kensey Nash Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	KNSY	CUSIP 490057106	12/09/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Joseph Kaufmann	Mgmt	For	Withhold	Against
	1.2	Elect Walter Maupay, Jr.	Mgmt	For	Withhold	Against
	2	Ratification of Auditor	Mgmt	For	For	For
Macrovision Solutions Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	MVSN	CUSIP 55611C108	07/15/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Alfred Amoroso	Mgmt	For	For	For
	1.2	Elect Andrew Ludwick	Mgmt	For	For	For
	1.3	Elect Alan Earhart	Mgmt	For	For	For
	1.4	Elect Robert Majteles	Mgmt	For	For	For
	1.5	Elect James Meyer	Mgmt	For	For	For
	1.6	Elect James O'Shaughnessy	Mgmt	For	For	For
	1.7	Elect Ruthann Quindlen	Mgmt	For	For	For
	2	Company Name Change	Mgmt	For	For	For
	3	Ratification of Auditor	Mgmt	For	For	For
Manhattan Associates, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	MANH	CUSIP 562750109	05/20/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect John Huntz, Jr.	Mgmt	For	For	For
	1.2	Elect Dan Lautenbach	Mgmt	For	For	For
	1.3	Elect Thomas Noonan	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Measurement Specialties, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	MEAS	CUSIP 583421102	09/22/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect R. Barry Uber	Mgmt	For	For	For
	1.2	Elect Satish Rishi	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Small Company Fund

MEDASSETS, INC.
	Ticker	Security ID:	Meeting Date		Meeting Status
	MDAS	CUSIP 584045108	05/27/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect John Bardis	Mgmt	For	For	For
	1.2	Elect Harris Hyman IV	Mgmt	For	For	For
	1.3	Elect Terrence Mulligan	Mgmt	For	Withhold	Against
	2	Ratification of Auditor	Mgmt	For	For	For
	3	Employee Stock Purchase Plan	Mgmt	For	For	For
Medicis Pharmaceutical Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	MRX	CUSIP 584690309	05/18/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Michael Pietrangelo	Mgmt	For	For	For
	2	Elect Lottie Shackelford	Mgmt	For	For	For
	3	Elect Jonah Shacknai	Mgmt	For	For	For
	4	Ratification of Auditor	Mgmt	For	For	For
Meridian Bioscience, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	VIVO	CUSIP 589584101	01/21/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect James Anderson	Mgmt	For	For	For
	2	Elect James Buzard	Mgmt	For	For	For
	3	Elect John Kraeutler	Mgmt	For	For	For
	4	Elect Gary Kreider	Mgmt	For	For	For
	5	Elect William Motto	Mgmt	For	For	For
	6	Elect David Phillips	Mgmt	For	For	For
	7	Elect Robert Ready	Mgmt	For	For	For
	8	Ratification of Auditor	Mgmt	For	For	For
Neogen Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	NEOG	CUSIP 640491106	10/08/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Lon  Bohannon	Mgmt	For	For	For
	1.2	Elect A. Charles Fischer	Mgmt	For	For	For

Brown Capital Management Small Company Fund

	1.3	Elect Richard Crowder	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
	3	Shareholder Proposal Regarding Insider Trading	ShrHldr	Against	Against	For
NetScout Systems, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	NTCT	CUSIP 64115T104	09/09/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Victor DeMarines	Mgmt	For	For	For
	1.2	Elect Vincent Mullarkey	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
NIC Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	EGOV	CUSIP 62914B100	05/04/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Harry Herington	Mgmt	For	For	For
	1.2	Elect Art Burtscher	Mgmt	For	For	For
	1.3	Elect Daniel Evans	Mgmt	For	For	For
	1.4	Elect Ross Hartley	Mgmt	For	For	For
	1.5	Elect Alexander Kemper	Mgmt	For	For	For
	1.6	Elect William Lyons	Mgmt	For	For	For
	1.7	Elect Pete Wilson	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Nuance Communications, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	NUAN	CUSIP 67020Y100	01/29/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Paul Ricci	Mgmt	For	For	For
	2	Elect Robert Teresi	Mgmt	For	For	For
	3	Elect Robert Frankenberg	Mgmt	For	For	For
	4	Elect Katharine Martin	Mgmt	For	Against	Against
	5	Elect Patrick Hackett	Mgmt	For	For	For
	6	Elect William Janeway	Mgmt	For	For	For
	7	Elect Mark Myers	Mgmt	For	For	For
	8	Elect Philip Quigley	Mgmt	For	For	For
	9	Amendment to the 2000 Stock Plan	Mgmt	For	For	For
	10	Amendment to the 1995 Employee Stock Purchase Plan	Mgmt	For	For	For
	11	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Small Company Fund

PROS Holdings, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	PRO	CUSIP 74346Y103	06/10/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Albert Winemiller	Mgmt	For	For	For
	1.2	Elect Ronald Woestemeyer	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Quality Systems, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	QSII	CUSIP 747582104	08/13/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Murray Brennan	Mgmt	For	For	For
	1.2	Elect George Bristol	Mgmt	For	For	For
	1.3	Elect Patrick Cline	Mgmt	For	For	For
	1.4	Elect Joseph Davis	Mgmt	For	For	For
	1.5	Elect Ahmed Hussein	Mgmt	For	For	For
	1.6	Elect Philip Kaplan	Mgmt	For	For	For
	1.7	Elect Russell Pflueger	Mgmt	For	For	For
	1.8	Elect Steven Plochocki	Mgmt	For	For	For
	1.9	Elect Sheldon Razin	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
ROVI CORPORATION
	Ticker	Security ID:	Meeting Date		Meeting Status
	ROVI	CUSIP 779376102	05/04/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Alfred Amoroso	Mgmt	For	For	For
	1.2	Elect Andrew Ludwick	Mgmt	For	For	For
	1.3	Elect Alan Earhart	Mgmt	For	For	For
	1.4	Elect James Meyer	Mgmt	For	For	For
	1.5	Elect James O'Shaughnessy	Mgmt	For	For	For
	1.6	Elect Ruthann Quindlen	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Small Company Fund

SPSS Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	SPSS	CUSIP 78462K102	10/02/2009		Voted
	Meeting Type	Country of Trade
	Special	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Approval of the Merger	Mgmt	For	For	For
	2	Right to Adjourn Meeting	Mgmt	For	For	For
Sun Hydraulics Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	SNHY	CUSIP 866942105	06/08/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Marc Bertoneche	Mgmt	For	For	For
	1.2	Elect Philippe Lemaitre	Mgmt	For	For	For
	1.3	Elect Ferdinand Megerlin	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Symyx Technologies Inc
	Ticker	Security ID:	Meeting Date		Meeting Status
	SMMX	CUSIP 87155S108	06/30/2010		Voted
	Meeting Type	Country of Trade
	Special	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Approval of the Merger	Mgmt	For	For	For
	2	Right to Adjourn Meeting	Mgmt	For	For	For
Techne Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	TECH	CUSIP 878377100	10/29/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Thomas Oland	Mgmt	For	For	For
	1.2	Elect Roger Lucas	Mgmt	For	For	For
	1.3	Elect Howard O'Connell	Mgmt	For	For	For
	1.4	Elect Randolph Steer	Mgmt	For	For	For
	1.5	Elect Robert Baumgartner	Mgmt	For	For	For
	1.6	Elect Charles Dinarello	Mgmt	For	For	For
	1.7	Elect Karen Holbrook	Mgmt	For	For	For
	1.8	Elect John Higgins	Mgmt	For	For	For
	2	Authorization of Board to Set Board Size	Mgmt	For	For	For

Brown Capital Management Small Company Fund

Tyler Technologies, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	TYL	CUSIP 902252105	05/13/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Donald Brattain	Mgmt	For	For	For
	1.2	Elect J. Luther King, Jr.	Mgmt	For	For	For
	1.3	Elect John S. Marr, Jr.	Mgmt	For	For	For
	1.4	Elect G. Stuart Reeves	Mgmt	For	For	For
	1.5	Elect Michael D. Richards	Mgmt	For	For	For
	1.6	Elect Dustin Womble	Mgmt	For	For	For
	1.7	Elect John Yeaman	Mgmt	For	For	For
	2	2010 Stock Option Plan	Mgmt	For	For	For
	3	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management International Equity Fund

Asatsu-DK
	Ticker	Security ID:	Meeting Date		Meeting Status
	9747	CINS J03014107	03/30/2010		Voted
	Meeting Type	Country of Trade
	Annual	Japan
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Elect Masao Inagaki	Mgmt	For	For	For
	3	Elect Kohichiroh Naganuma	Mgmt	For	For	For
	4	Elect Yohji Shimizu	Mgmt	For	For	For
	5	Elect Takeo Hishiyama	Mgmt	For	For	For
	6	Elect Jiroh Kitamura	Mgmt	For	For	For
	7	Elect Kazuhiko Narimatsu	Mgmt	For	For	For
	8	Elect Osamu Okayasu	Mgmt	For	For	For
	9	Elect Toshiyuki Inoue	Mgmt	For	For	For
	10	Elect Shinichi Ueno	Mgmt	For	For	For
	11	Elect Yoshiki Uemura	Mgmt	For	For	For
	12	Elect Hirosh Nakazato	Mgmt	For	For	For
	13	Elect Sir Martin Sorrell	Mgmt	For	For	For
	14	Retirement Allowances for Directors	Mgmt	For	For	For
Azimut Holding S.p.A.
	Ticker	Security ID:	Meeting Date		Meeting Status
	AZM	CINS T0783G106	04/27/2010		Voted
	Meeting Type	Country of Trade
	Mix	Italy
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Accounts and Reports; Allocation of Profits/Dividends	Mgmt	For	For	For
	3	Election of Directors	Mgmt	For	For	For
	4	Election of Statutory Auditors	Mgmt	For	For	For
	5	Long-Term Incentive Plan	Mgmt	For	For	For
	6	Authority to Trade in Company Stock	Mgmt	For	For	For
	7	Amendments to Articles	Mgmt	For	Against	Against
Barclays PLC
	Ticker	Security ID:	Meeting Date		Meeting Status
	BARC	CINS G08036124	04/30/2010		Voted
	Meeting Type	Country of Trade
	Annual	United Kingdom
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Directors' Remuneration Report	Mgmt	For	For	For
	3	Elect Reuben Jeffrey III	Mgmt	For	For	For
	4	Elect Marcus Agius	Mgmt	For	For	For
	5	Elect David Booth	Mgmt	For	For	For
	6	Elect  Sir Richard Broadbent	Mgmt	For	For	For
	7	Elect Sir Michael Rake	Mgmt	For	For	For
	8	Elect Sir Andrew Likierman	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	9	Elect Christopher Lucas	Mgmt	For	For	For
	10	Appointment of Auditor	Mgmt	For	For	For
	11	Authority to Set Auditor's Fees	Mgmt	For	For	For
	12	Authorisation of Political Donations	Mgmt	For	Against	Against
	13	Authority to Issue Shares w/ Preemptive Rights	Mgmt	For	Against	Against
	14	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	Against	Against
	15	Authority to Repurchase Shares	Mgmt	For	For	For
	16	Authority to Set General Meeting Notice Period at 14 Days	Mgmt	For	Against	Against
	17	Adoption of New Articles	Mgmt	For	For	For
	18	Approval of SAYE Sharesave Plan	Mgmt	For	For	For
Bayerische Motoren Werke AG (BMW)
	Ticker	Security ID:	Meeting Date		Meeting Status
	BMW	CINS D12096109	05/18/2010		Voted
	Meeting Type	Country of Trade
	Annual	Germany
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	3	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	4	Allocation of Profits/Dividends	Mgmt	For	For	For
	5	Ratification of Management Board Acts	Mgmt	For	For	For
	6	Ratification of Supervisory Board Acts	Mgmt	For	For	For
	7	Appointment of Auditor	Mgmt	For	For	For
	8	Elect Henning Kagermann	Mgmt	For	For	For
	9	Amendments to Articles	Mgmt	For	For	For
	10	Compensation Policy	Mgmt	For	For	For
	11	Intra-company Contracts/Control Agreements	Mgmt	For	For	For
BP PLC
	Ticker	Security ID:	Meeting Date		Meeting Status
	BP	CINS G12793108	04/15/2010		Voted
	Meeting Type	Country of Trade
	Annual	United Kingdom
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Directors' Remuneration Report	Mgmt	For	Against	Against
	3	Elect Paul Anderson	Mgmt	For	For	For
	4	Elect Antony Burgmans	Mgmt	For	For	For
	5	Elect Cynthia Carroll	Mgmt	For	For	For
	6	Elect Sir William Castell	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	7	Elect Iain Conn	Mgmt	For	For	For
	8	Elect George David	Mgmt	For	Against	Against
	9	Elect Ian Davis	Mgmt	For	For	For
	10	Elect Robert Dudley	Mgmt	For	For	For
	11	Elect Douglas Flint	Mgmt	For	For	For
	12	Elect Byron Grote	Mgmt	For	For	For
	13	Elect Anthony Hayward	Mgmt	For	For	For
	14	Elect Andrew Inglis	Mgmt	For	For	For
	15	Elect DeAnne Julius	Mgmt	For	Against	Against
	16	Elect Carl-Henric Svanberg	Mgmt	For	For	For
	17	Appointment of Auditor and Authority to Set Fees	Mgmt	For	For	For
	18	Adoption of New Articles	Mgmt	For	For	For
	19	Authority to Repurchase Shares	Mgmt	For	For	For
	20	Authority to Issue Shares w/ Preemptive Rights	Mgmt	For	For	For
	21	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	For	For
	22	Authority to Set General Meeting Notice Period at 14 Days	Mgmt	For	Against	Against
	23	Renewal of Executive Directors' Incentive Plan	Mgmt	For	Against	Against
	24	Scrip Dividend	Mgmt	For	For	For
	25	Shareholder Proposal Regarding Report on Sunrise SAGD Project	ShrHldr	Against	Against	For
	26	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	27	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	28	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	29	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	30	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	31	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	32	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
C&C Group plc
	Ticker	Security ID:	Meeting Date		Meeting Status
	GCC	ISIN IE00B010DT83	08/28/2009		Voted
	Meeting Type	Country of Trade
	Annual	Ireland
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Allocation of Profits/Dividends	Mgmt	For	For	For
	3	Elect John Dunsmore	Mgmt	For	For	For
	4	Elect Stephen Glancey	Mgmt	For	For	For
	5	Elect John Burgess	Mgmt	For	For	For
	6	Elect Richard Holroyd	Mgmt	For	For	For
	7	Elect Breege O'Donoghue	Mgmt	For	For	For
	8	Authority to Set Auditor's Fees	Mgmt	For	For	For
	9	Authority to Issue Shares w/ Preemptive Rights	Mgmt	For	For	For
	10	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	For	For
	11	Authority to Repurchase Shares	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	12	Authority to Reissue Treasury Shares	Mgmt	For	For	For
	13	Authority to Set General Meeting Notice Period at 14 Days	Mgmt	For	For	For
C&C Group plc
	Ticker	Security ID:	Meeting Date		Meeting Status
	GCC	ISIN IE00B010DT83	09/25/2009		Voted
	Meeting Type	Country of Trade
	Special	Ireland
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Approval of the Acquisition	Mgmt	For	For	For
Canadian Natural Resources Ltd.
	Ticker	Security ID:	Meeting Date		Meeting Status
	CNQ	CUSIP 136385	05/06/2010		Voted
	Meeting Type	Country of Trade
	Special	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Catherine Best	Mgmt	For	For	For
	1.2	Elect N. Murray Edwards	Mgmt	For	For	For
	1.3	Elect Gary Filmon	Mgmt	For	For	For
	1.4	Elect Gordon Giffin	Mgmt	For	For	For
	1.5	Elect Steve Laut	Mgmt	For	For	For
	1.6	Elect Keith MacPhail	Mgmt	For	For	For
	1.7	Elect Allan Markin	Mgmt	For	For	For
	1.8	Elect Frank McKenna	Mgmt	For	For	For
	1.9	Elect James Palmer	Mgmt	For	For	For
	1.10	Elect Eldon Smith	Mgmt	For	For	For
	1.11	Elect David Tuer	Mgmt	For	For	For
	2	Appointment of Auditor and Authority to Set Fees	Mgmt	For	For	For
	3	Stock Split	Mgmt	For	For	For
	4	Amendment to the Employee Stock Option Plan	Mgmt	For	For	For
Canadian Natural Resources Ltd.
	Ticker	Security ID:	Meeting Date		Meeting Status
	CNQ	CINS 136385101	05/06/2010		Voted
	Meeting Type	Country of Trade
	Mix	Canada
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	3	Elect Catherine Best	Mgmt	For	For	For
	4	Elect N. Murray Edwards	Mgmt	For	For	For
	5	Elect Gary Filmon	Mgmt	For	For	For
	6	Elect Gordon Giffin	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	7	Elect Steve Laut	Mgmt	For	For	For
	8	Elect Keith MacPhail	Mgmt	For	For	For
	9	Elect Allan Markin	Mgmt	For	For	For
	10	Elect Frank McKenna	Mgmt	For	For	For
	11	Elect James Palmer	Mgmt	For	For	For
	12	Elect Eldon Smith	Mgmt	For	For	For
	13	Elect David Tuer	Mgmt	For	For	For
	14	Appointment of Auditor and Authority to Set Fees	Mgmt	For	For	For
	15	Stock Split	Mgmt	For	For	For
	16	Amendment to the Employee Stock Option Plan	Mgmt	For	For	For
	17	Transaction of Other Business	Mgmt	Abstain	Abstain	For
Chaoda Modern Agriculture Holdings Limited
	Ticker	Security ID:	Meeting Date		Meeting Status
	0682	CINS G2046Q107	11/27/2009		Voted
	Meeting Type	Country of Trade
	Annual	Cayman Islands
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Accounts and Reports	Mgmt	For	For	For
	3	Allocation of Profits/Dividends	Mgmt	For	For	For
	4	Elect KWOK Ho	Mgmt	For	Against	Against
	5	Elect FUNG Chi Kin	Mgmt	For	Against	Against
	6	Elect TAM Ching Ho	Mgmt	For	Against	Against
	7	Directors' Fees	Mgmt	For	For	For
	8	Appointment of Auditor and Authority to Set Fees	Mgmt	For	Abstain	Against
	9	Authority to Repurchase Shares	Mgmt	For	For	For
	10	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	Against	Against
	11	Authority to Issue Repurchased Shares	Mgmt	For	Against	Against
China Shineway Pharmaceutical Group
	Ticker	Security ID:	Meeting Date		Meeting Status
	2877	CINS G2110P100	05/27/2010		Voted
	Meeting Type	Country of Trade
	Annual	Cayman Islands
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	3	Accounts and Reports	Mgmt	For	For	For
	4	Allocation of Final Dividend	Mgmt	For	For	For
	5	Allocation of Special Dividend	Mgmt	For	For	For
	6	Elect LI Huimin	Mgmt	For	For	For
	7	Elect REN Dequan	Mgmt	For	For	For
	8	Elect SUN Liutai	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	9	Directors' Fees	Mgmt	For	For	For
	10	Appointment of Auditor and Authority to Set Fees	Mgmt	For	For	For
	11	Authority to Repurchase Shares	Mgmt	For	For	For
	12	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	Against	Against
	13	Authority to Issue Repurchased Shares	Mgmt	For	Against	Against
DCC PLC
	Ticker	Security ID:	Meeting Date		Meeting Status
	DCC	ISIN IE0002424939	07/17/2009		Voted
	Meeting Type	Country of Trade
	Annual	Ireland
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Allocation of Profits/Dividends	Mgmt	For	For	For
	3	Directors' Remuneration Report	Mgmt	For	For	For
	4	Elect Tommy Breen	Mgmt	For	For	For
	5	Elect Roisin Brennan	Mgmt	For	For	For
	6	Elect Michael Buckley	Mgmt	For	For	For
	7	Elect David Byrne	Mgmt	For	For	For
	8	Elect Maurice Keane	Mgmt	For	For	For
	9	Elect Kevin Melia	Mgmt	For	For	For
	10	Elect John Moloney	Mgmt	For	For	For
	11	Elect Donal Murphy	Mgmt	For	For	For
	12	Elect Fergal O'Dwyer	Mgmt	For	For	For
	13	Elect Bernard Somers	Mgmt	For	For	For
	14	Authority to Set Auditor's Fees	Mgmt	For	For	For
	15	Authority to Issue Shares w/ Preemptive Rights	Mgmt	For	For	For
	16	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	For	For
	17	Authority to Repurchase Shares	Mgmt	For	For	For
	18	Authority to Reissue Treasury Shares	Mgmt	For	For	For
	19	Authority to Set General Meeting Notice Period at 14 Days	Mgmt	For	For	For
	20	Long Term Incentive Plan 2009	Mgmt	For	For	For
Diageo PLC
	Ticker	Security ID:	Meeting Date		Meeting Status
	DGE	ISIN GB0002374006	10/14/2009		Voted
	Meeting Type	Country of Trade
	Annual	United Kingdom
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Directors' Remuneration Report	Mgmt	For	For	For
	3	Allocation of Profits/Dividends	Mgmt	For	For	For
	4	Elect Laurence Danon	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	5	Elect Clive Hollick	Mgmt	For	For	For
	6	Elect Paul Walsh	Mgmt	For	For	For
	7	Elect Peggy Bruzelius	Mgmt	For	Against	Against
	8	Elect Betsey Holden	Mgmt	For	For	For
	9	Appointment of Auditor	Mgmt	For	For	For
	10	Authority to Set Auditor's Fees	Mgmt	For	For	For
	11	Authority to Issue Shares w/ Preemptive Rights	Mgmt	For	Against	Against
	12	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	For	For
	13	Authority to Repurchase Shares	Mgmt	For	For	For
	14	EU Political Donations	Mgmt	For	For	For
	15	2009 Discretionary Incentive Plan	Mgmt	For	For	For
	16	2009 Executive Long-Term Incentive Plan	Mgmt	For	For	For
	17	2009 International Sharematch Plan	Mgmt	For	For	For
	18	Authority to Establish International Share Plans	Mgmt	For	For	For
	19	2009 Irish Sharesave Plan	Mgmt	For	For	For
	20	Amendment to 2008 Executive Share Option Plan	Mgmt	For	For	For
	21	Amendment to 2008 Senior Executive Share Option Plan	Mgmt	For	For	For
	22	Amendment to 1999 Senior Executive Share Option Plan	Mgmt	For	For	For
	23	Authority to Set General Meeting Notice Period at 14 Days	Mgmt	For	Against	Against
	24	Adoption of New Articles	Mgmt	For	For	For
DREYFUS CASH MANAGEMENT
	Ticker	Security ID:	Meeting Date		Meeting Status
	DTEXX	CUSIP 26188J206	02/15/2010		Voted
	Meeting Type	Country of Trade
	Special	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Amendment to Fundamental Policies Regarding Borrowing Money	Mgmt	For	For	For
	2	Amendment to Fundamental Policies Regarding Lending	Mgmt	For	For	For
	3	Amendment to Fundamental Policies and Investment Restrictions Regarding Money Market Instruments	Mgmt	For	For	For
	4	Amendment to Fundamental Policies and Investment Restrictions Regarding Investment Companies	Mgmt	For	For	For

Brown Capital Management International Equity Fund

Esprit Holdings Ltd.
	Ticker	Security ID:	Meeting Date		Meeting Status
	0330	CINS G3122U145	12/10/2009		Voted
	Meeting Type	Country of Trade
	Annual	Bermuda
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Accounts and Reports	Mgmt	For	For	For
	3	Allocation of Final Dividends	Mgmt	For	For	For
	4	Allocation of Special Dividends	Mgmt	For	For	For
	5	Elect Heinz Jurgen Krogner-Kornalik	Mgmt	For	For	For
	6	Elect Jurgen Alfred Rudolf Friedrich	Mgmt	For	For	For
	7	Elect Ronald van der Vis	Mgmt	For	For	For
	8	Elect CHEW Fook Aun	Mgmt	For	For	For
	9	Elect Francesco Trapani	Mgmt	For	For	For
	10	Directors' Fees	Mgmt	For	For	For
	11	Appointment of Auditor and Authority to Set Fees	Mgmt	For	For	For
	12	Authority to Repurchase Shares	Mgmt	For	For	For
	13	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	For	For
	14	Adoption of New Share Option Scheme and Termination of 2001 Share Option Scheme	Mgmt	For	For	For
Flamel Technologies SA
	Ticker	Security ID:	Meeting Date		Meeting Status
	FLML	CUSIP 338488109	06/25/2010		Voted
	Meeting Type	Country of Trade
	Special	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports; Ratification of Board Acts; Approval of Non Tax-Deductible Expenses	Mgmt	For	For	For
	2	Allocation of Profits/Dividends	Mgmt	For	For	For
	3	Elect Elie Vannier	Mgmt	For	For	For
	4	Elect Frederic Lemoine	Mgmt	For	Against	Against
	5	Elect Lodewijk de Vink	Mgmt	For	For	For
	6	Elect John Vogelstein	Mgmt	For	For	For
	7	Elect Francis Fildes	Mgmt	For	For	For
	8	Elect Stephen Willard	Mgmt	For	For	For
	9	Directors' Fees	Mgmt	For	For	For
	10	Related Party Transactions	Mgmt	For	For	For
	11	Authority to Grant Stock Options	Mgmt	For	Against	Against
	12	Authority to Grant Restricted Shares	Mgmt	For	Against	Against

Brown Capital Management International Equity Fund

	13	Authority to Issue Warrants to Directors w/o Preemptive Rights	Mgmt	For	Against	Against
	14	Authority to Issue Shares and/or Convertible Securities Under Employee Savings Plan	Mgmt	For	For	For
	15	Authority to Carry Out Formalities	Mgmt	For	For	For
Fomento Economico Mexicano SAB de CV
	Ticker	Security ID:	Meeting Date		Meeting Status
	FEMSA	CUSIP 344419106	04/26/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Spin-off	Mgmt	For	For	For
	2	Accounts and Reports	Mgmt	For	For	For
	3	Report on Tax Compliance	Mgmt	For	For	For
	4	Allocation of Profits/Dividends	Mgmt	For	For	For
	5	Authority to Repurchase Shares	Mgmt	For	For	For
	6	Election of Directors; Fees	Mgmt	For	For	For
	7	Election of Board Committee Members; Fees	Mgmt	For	For	For
	8	Election of Meeting Delegates	Mgmt	For	For	For
	9	Minutes	Mgmt	For	For	For
Grifols SA
	Ticker	Security ID:	Meeting Date		Meeting Status
	GRF	CINS E5706X124	06/21/2010		Voted
	Meeting Type	Country of Trade
	Annual	Spain
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports; Allocation of Profits/Dividends	Mgmt	For	For	For
	2	Consolidated Accounts and Reports	Mgmt	For	For	For
	3	Ratification of Board Acts	Mgmt	For	For	For
	4	Appointment of Auditor (Individual)	Mgmt	For	For	For
	5	Appointment of Auditor (Consolidated)	Mgmt	For	For	For
	6	Election of Directors	Mgmt	For	For	For
	7	Directors' Fees	Mgmt	For	For	For
	8	Authority to Repurchase Shares	Mgmt	For	For	For
	9	Authority to Carry Out Formalities	Mgmt	For	For	For
	10	Non-Voting Meeting Note	N/A	N/A	N/A	N/A

Brown Capital Management International Equity Fund

ICON PLC
	Ticker	Security ID:	Meeting Date		Meeting Status
	ICON	CUSIP 45103T107	07/20/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Elect Ronan Lambe	Mgmt	For	Against	Against
	3	Elect Peter Gray	Mgmt	For	For	For
	4	Elect Anthony Murphy	Mgmt	For	For	For
	5	Authority to Set Auditor's Fees	Mgmt	For	For	For
	6	Authority to Issue Shares w/ Preemptive Rights	Mgmt	For	For	For
	7	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	Against	Against
	8	Authority to Repurchase Shares	Mgmt	For	For	For
Invesco Ltd.
	Ticker	Security ID:	Meeting Date		Meeting Status
	IVZ	CUSIP G491BT108	05/18/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Joseph   Canion	Mgmt	For	For	For
	2	Elect Edward Lawrence	Mgmt	For	For	For
	3	Elect James Robertson	Mgmt	For	For	For
	4	Elect Phoebe Wood	Mgmt	For	For	For
	5	Ratification of Auditor	Mgmt	For	For	For
Japan Tobacco Incorporated
	Ticker	Security ID:	Meeting Date		Meeting Status
	2914	CINS J27869106	06/24/2010		Voted
	Meeting Type	Country of Trade
	Annual	Japan
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Allocation of Profits/Dividends	Mgmt	For	For	For
	3	Elect Yohji Wakui	Mgmt	For	For	For
	4	Elect Hiroshi Kimura	Mgmt	For	For	For
	5	Elect Munetaka Takeda	Mgmt	For	For	For
	6	Elect Masaaki Sumikawa	Mgmt	For	For	For
	7	Elect Mitsuomi Koizumi	Mgmt	For	For	For
	8	Elect Masakazu Shimizu	Mgmt	For	For	For
	9	Elect Noriaki Ohkubo	Mgmt	For	For	For
	10	Elect Mutsuo Iwai	Mgmt	For	For	For
	11	Elect Yasushi Shingai	Mgmt	For	For	For

Brown Capital Management International Equity Fund

Kingsoft Corporation Limited
	Ticker	Security ID:	Meeting Date		Meeting Status
	3888	CINS G5264Y108	05/28/2010		Voted
	Meeting Type	Country of Trade
	Annual	Cayman Islands
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	3	Accounts and Reports	Mgmt	For	For	For
	4	Allocation of Final Dividend	Mgmt	For	For	For
	5	Elect KAU Pak Kwan	Mgmt	For	For	For
	6	Elect LEI Jun	Mgmt	For	For	For
	7	Elect ZOU Tao	Mgmt	For	For	For
	8	Elect CHEUNG Shuen Lung	Mgmt	For	Against	Against
	9	Directors' Fees	Mgmt	For	Against	Against
	10	Appointment of Auditor and Authority to Set Fees	Mgmt	For	For	For
	11	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	Against	Against
	12	Authority to Repurchase Shares	Mgmt	For	For	For
	13	Authority to Issue Repurchased Shares	Mgmt	For	Against	Against
Kone Corp.
	Ticker	Security ID:	Meeting Date		Meeting Status
		CINS X4551T105	03/01/2010		Voted
	Meeting Type	Country of Trade
	Annual	Finland
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	3	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	4	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	5	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	6	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	7	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	8	Accounts and Reports	Mgmt	For	For	For
	9	Allocation of Profits/Dividends	Mgmt	For	For	For
	10	Ratification of Board and Management Acts	Mgmt	For	For	For
	11	Directors' Fees	Mgmt	For	For	For
	12	Board Size	Mgmt	For	For	For
	13	Election of Directors	Mgmt	For	For	For
	14	Authority to Set Auditor's Fees	Mgmt	For	For	For
	15	Number of Auditors	Mgmt	For	For	For
	16	Appointment of Auditor	Mgmt	For	For	For
	17	Approval of Charitable Donation	Mgmt	For	For	For
	18	Authority to Repurchase Shares	Mgmt	For	For	For
	19	Authority to Issue Shares and Convertible Securities w/ or w/o Preemptive Rights	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	20	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	21	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	22	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
Le Chateau Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	CTU	CUSIP 521129106	06/16/2010		Voted
	Meeting Type	Country of Trade
	Special	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Herschel Segal	Mgmt	For	For	For
	1.2	Elect Jane Silverstone Segal	Mgmt	For	For	For
	1.3	Elect Herbert Siblin	Mgmt	For	For	For
	1.4	Elect Emilia Di Raddo	Mgmt	For	For	For
	1.5	Elect David Martz	Mgmt	For	For	For
	1.6	Elect Max Mendelsohn	Mgmt	For	For	For
	1.7	Elect Richard Cherney	Mgmt	For	For	For
	2	Appointment of Auditor and Authority to Set Fees	Mgmt	For	For	For
	3	Amendments to By-laws Regarding Quorum Requirements	Mgmt	For	Against	Against
Le Chateau Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	CTU	CINS 521129106	06/16/2010		Voted
	Meeting Type	Country of Trade
	Mix	Canada
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	3	Elect Herschel Segal	Mgmt	For	For	For
	4	Elect Jane Silverstone Segal	Mgmt	For	For	For
	5	Elect Herbert Siblin	Mgmt	For	For	For
	6	Elect Emilia Di Raddo	Mgmt	For	For	For
	7	Elect David Martz	Mgmt	For	For	For
	8	Elect Max Mendelsohn	Mgmt	For	For	For
	9	Elect Richard Cherney	Mgmt	For	For	For
	10	Appointment of Auditor and Authority to Set Fees	Mgmt	For	For	For
	11	Amendments to By-laws Regarding Quorum Requirements	Mgmt	For	Against	Against
	12	Non-Voting Agenda Item	N/A	N/A	N/A	N/A

Brown Capital Management International Equity Fund

Management Consulting Group PLC
	Ticker	Security ID:	Meeting Date		Meeting Status
	MMC	CINS G5775H107	04/20/2010		Voted
	Meeting Type	Country of Trade
	Annual	United Kingdom
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Directors' Remuneration Report	Mgmt	For	For	For
	3	Elect Stephen Ferriss	Mgmt	For	For	For
	4	Elect Craig Smith	Mgmt	For	For	For
	5	Elect Alan Barber	Mgmt	For	For	For
	6	Elect Nicholas  Stagg	Mgmt	For	For	For
	7	Elect Chiheb Mahjoub	Mgmt	For	For	For
	8	Elect Marco Lopinto	Mgmt	For	For	For
	9	Appointment of Auditor and Authority to Set Fees	Mgmt	For	For	For
	10	Share Subdivision	Mgmt	For	For	For
	11	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	12	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	13	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	14	Authority to Issue Shares w/ Preemptive Rights	Mgmt	For	For	For
	15	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	16	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	For	For
	17	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	18	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	19	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	20	Authority to Repurchase Shares	Mgmt	For	For	For
	21	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	22	Adoption of New Articles	Mgmt	For	For	For
	23	Authority to Set General Meeting Notice Period at 14 Days	Mgmt	For	For	For
Management Consulting Group PLC
	Ticker	Security ID:	Meeting Date		Meeting Status
	MMC	CINS G5775H107	06/17/2010		Voted
	Meeting Type	Country of Trade
	Annual	United Kingdom
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Capital Raising	Mgmt	For	For	For
	2	Authority to Issue Shares w/ Preemptive Rights	Mgmt	For	For	For
	3	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	For	For
	4	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	5	Approval of Capital Raising Terms	Mgmt	For	For	For

Brown Capital Management International Equity Fund

Meetic
	Ticker	Security ID:	Meeting Date		Meeting Status
	MEET	CINS F8224F111	06/03/2010		Voted
	Meeting Type	Country of Trade
	Mix	France
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	3	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	4	Presentation of Board and Auditors' Reports; Ratification of Board Acts	Mgmt	For	For	For
	5	Accounts and Reports	Mgmt	For	For	For
	6	Consolidated Accounts and Reports	Mgmt	For	For	For
	7	Allocation of Profits/Dividends; Distribution from Issuance Premium Account	Mgmt	For	For	For
	8	Related Party Transactions	Mgmt	For	For	For
	9	Directors' Fees	Mgmt	For	For	For
	10	Authority to Repurchase Shares	Mgmt	For	For	For
	11	Authority to Cancel Shares and Reduce Capital	Mgmt	For	For	For
	12	Authority to Issue Shares and/or Convertible Securities w/ Preemptive Rights; Authority to Issue Debt Instruments	Mgmt	For	For	For
	13	Authority to Issue Shares and/or Convertible Securities w/o Preemptive Rights; Authority to Issue Debt Instruments	Mgmt	For	For	For
	14	Authority to Set Offering Price of Shares	Mgmt	For	For	For
	15	Authority to Issue Shares and/or Convertible Securities Through Private Placement; Authority to Issue Debt Instruments	Mgmt	For	For	For
	16	Authority to Increase Capital in Case of Exchange Offer	Mgmt	For	For	For
	17	Authority to Increase Capital in Consideration for Contributions in Kind	Mgmt	For	For	For
	18	Authority to Increase Capital Through Capitalizations	Mgmt	For	For	For
	19	Authority to Increase the Share Issuance Limit	Mgmt	For	For	For
	20	Authority to Issue Shares and/or Convertible Securities Under Employee Savings Plan	Mgmt	For	For	For
	21	Authority to Issue Restricted Stock to Employees and Executives	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	22	Authority to Grant Stock Options to Employees and Executives	Mgmt	For	For	For
	23	Authority to Use Capital Authorities as a Takeover Defense	Mgmt	For	For	For
	24	Authority to Carry Out Formalities	Mgmt	For	For	For
	25	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
Mitsubishi Estate Company Limited
	Ticker	Security ID:	Meeting Date		Meeting Status
	8802	CINS J43916113	06/29/2010		Voted
	Meeting Type	Country of Trade
	Annual	Japan
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Allocation of Profits/Dividends	Mgmt	For	For	For
	3	Elect Keiji Kimura	Mgmt	For	For	For
	4	Elect Nobuyuki Iizuka	Mgmt	For	For	For
	5	Elect Toshio Nagashima	Mgmt	For	For	For
	6	Elect Hiroshi Danno	Mgmt	For	For	For
	7	Elect Masaaki Kohno	Mgmt	For	For	For
	8	Elect Hiroyoshi Itoh	Mgmt	For	For	For
	9	Elect Yutaka Yanagisawa	Mgmt	For	For	For
	10	Elect Hirotaka Sugiyama	Mgmt	For	For	For
	11	Elect Masamichi Ono	Mgmt	For	For	For
	12	Elect Isao Matsuhashi	Mgmt	For	For	For
	13	Elect Fumikatsu Tokiwa	Mgmt	For	For	For
	14	Elect Yasumasa Gomi	Mgmt	For	For	For
	15	Elect Shu Tomioka	Mgmt	For	For	For
	16	Renewal of Takeover Defense Plan	Mgmt	For	Against	Against
Nabors Industries Ltd.
	Ticker	Security ID:	Meeting Date		Meeting Status
	NBR	CUSIP G6359F103	06/01/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect John Lombardi	Mgmt	For	For	For
	1.2	Elect James Payne	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
	3	Shareholder Proposal Regarding Pay for Superior Performance	ShrHldr	Against	Against	For
	4	Shareholder Proposal Regarding Advisory Vote on Compensation (Say on Pay)	ShrHldr	Against	Against	For
	5	Shareholder Proposal Regarding Independent Board Chairman	ShrHldr	Against	Against	For

Brown Capital Management International Equity Fund

	6	Shareholder Proposal Regarding Declassification of the Board	ShrHldr	Against	Against	For
Neopost SA
	Ticker	Security ID:	Meeting Date		Meeting Status
	NEO	ISIN FR0000120560	07/07/2009		Voted
	Meeting Type	Country of Trade
	Mix	France
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	3	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	4	Accounts and Reports	Mgmt	For	For	For
	5	Allocation of Profits/Dividends	Mgmt	For	For	For
	6	Consolidated Accounts and Reports	Mgmt	For	For	For
	7	Related Party Transactions	Mgmt	For	For	For
	8	Directors' Fees	Mgmt	For	For	For
	9	Elect Vincent Mercier	Mgmt	For	For	For
	10	Elect Henk Bodt	Mgmt	For	For	For
	11	Elect Eric Licoys	Mgmt	For	For	For
	12	Authority to Repurchase Shares	Mgmt	For	For	For
	13	Authority to Repurchase Shares	Mgmt	For	For	For
	14	Authority to Issue Shares and/or Convertible Securities w/Preemptive Rights; Authority to Issue Debt Instruments	Mgmt	For	For	For
	15	Authority to Issue Shares and/or Convertible Securities w/o Preemptive Rights; Authority to Issue Debt Instruments	Mgmt	For	For	For
	16	Authority to Issue Convertible Securities w/out Preemptive Rights; Authority to Issue Debt Instruments	Mgmt	For	For	For
	17	Authority to Increase Share Issuance Limit	Mgmt	For	For	For
	18	Authority to Increase Capital through Capitalizations	Mgmt	For	For	For
	19	Authority to Increase Capital in Consideration for Contributions in Kind	Mgmt	For	For	For
	20	Authority to Increase Capital in Case of Exchange Offer	Mgmt	For	For	For
	21	Authority to Issue Shares and/or Convertible Securities under Employee Savings Plan	Mgmt	For	For	For
	22	Authority to Increase Capital for the Benefit of Overseas Employees	Mgmt	For	For	For
	23	Authority to Issue Restricted Stock	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	24	Authority to Grant Stock Options	Mgmt	For	For	For
	25	Authority to Cancel Shares and Reduce Capital	Mgmt	For	For	For
	26	Authority to Issue Debt Instruments	Mgmt	For	For	For
	27	Authority to Carry Out Formalities	Mgmt	For	For	For
	28	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
Nestle S.A.
	Ticker	Security ID:	Meeting Date		Meeting Status
	NESN	CINS H57312649	04/15/2010		Voted
	Meeting Type	Country of Trade
	Annual	Switzerland
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	3	Accounts and Reports	Mgmt	For	For	For
	4	Compensation Report	Mgmt	For	For	For
	5	Ratification of Board and Management Acts	Mgmt	For	For	For
	6	Allocation of Profits/Dividends	Mgmt	For	For	For
	7	Elect Peter Brabeck-Letmathe	Mgmt	For	Against	Against
	8	Elect Steven Hoch	Mgmt	For	For	For
	9	Elect Andre Kudelski	Mgmt	For	For	For
	10	Elect Jean-Rene Fourtou	Mgmt	For	For	For
	11	Elect Titia de Lange	Mgmt	For	For	For
	12	Elect Jean-Pierre Roth	Mgmt	For	For	For
	13	Appointment of Auditor	Mgmt	For	For	For
	14	Reduction in Share Capital	Mgmt	For	For	For
	15	Amendments to Article 4	Mgmt	For	For	For
Nissin Healthcare Food Service
	Ticker	Security ID:	Meeting Date		Meeting Status
	4315	CINS J5806L108	06/25/2010		Voted
	Meeting Type	Country of Trade
	Annual	Japan
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Allocation of Profits/Dividends	Mgmt	For	For	For
	2	Elect Kohji  Ando	Mgmt	For	For	For
	3	Elect Kiyokazu Murata	Mgmt	For	For	For
	4	Elect Masakazu Sugai	Mgmt	For	For	For
	5	Elect Kazuhiko Oda	Mgmt	For	For	For
	6	Elect Naokata Yamaoka	Mgmt	For	For	For
	7	Elect Tadashi Yamamoto	Mgmt	For	For	For
	8	Elect Jouji Tanno	Mgmt	For	For	For
	9	Elect Hideo  Yamada	Mgmt	For	For	For
	10	Elect Takehiro  Nakajima	Mgmt	For	For	For
	11	Elect Yoshiaki Kumagai	Mgmt	For	For	For
	12	Elect Takashi Murata	Mgmt	For	For	For
	13	Elect Ryohsuke Tanaka	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	14	Bonus	Mgmt	For	For	For
NOBEL BIOCARE HOLDING AG
	Ticker	Security ID:	Meeting Date		Meeting Status
	NOBE	CINS H5783Q130	03/25/2010		Voted
	Meeting Type	Country of Trade
	Annual	Switzerland
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	3	Consolidated Accounts and Reports	Mgmt	For	For	For
	4	Accounts and Reports	Mgmt	For	For	For
	5	Remuneration Report	Mgmt	For	For	For
	6	Allocation of Profits/Dividends	Mgmt	For	For	For
	7	Ratification of Board and Management Acts	Mgmt	For	For	For
	8	Elect Stig Eriksson	Mgmt	For	For	For
	9	Elect Antoine Firmenich	Mgmt	For	For	For
	10	Elect Edgar Fluri	Mgmt	For	For	For
	11	Elect Robert Lilja	Mgmt	For	For	For
	12	Elect Rolf Watter	Mgmt	For	For	For
	13	Elect Daniela Bosshardt-Hengartner	Mgmt	For	For	For
	14	Elect Raymund Breu	Mgmt	For	For	For
	15	Elect Heino von Prondzynski	Mgmt	For	For	For
	16	Elect Oern Stuge	Mgmt	For	For	For
	17	Appointment of Auditor	Mgmt	For	For	For
Orascom Telecom
	Ticker	Security ID:	Meeting Date		Meeting Status
	Remuneration Report	ISIN US68554W2052	10/22/2009		Voted
	Meeting Type	Country of Trade
	Special	Egypt
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Approve the reduction of the Company s capital [by writing off the shares purchased by the Company], and amend the Articles 6 and 7 of the Company s Statutes which will be entitled by such reduction, pursuant to Article 150 of the Executive Regulations of Law 159/1981	Mgmt	N/A	For	N/A

Brown Capital Management International Equity Fund

Orascom Telecom Holdings SAE
	Ticker	Security ID:	Meeting Date		Meeting Status
	ORTE	CINS 68554W205	04/26/2010		Voted
	Meeting Type	Country of Trade
	Annual	Egypt
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Report of the Board	Mgmt	For	For	For
	2	Accounts and Reports	Mgmt	For	Abstain	Against
	3	Report of the Auditor	Mgmt	For	For	For
	4	Allocation of Profits/Dividends	Mgmt	For	For	For
	5	Ratification of Board Acts	Mgmt	For	For	For
	6	Directors' Fees	Mgmt	For	Abstain	Against
	7	Appointment of Auditor and Authority to Set Fees	Mgmt	For	Abstain	Against
	8	Related Party Transactions	Mgmt	For	Abstain	Against
	9	Authority to Sign Loan Contracts	Mgmt	For	Abstain	Against
	10	Charitable Donations	Mgmt	For	Against	Against
	11	Election of Directors	Mgmt	For	For	For
	12	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
Orascom Telecom Holdings Sae
	Ticker	Security ID:	Meeting Date		Meeting Status
	ORTE	CINS 68554W205	12/27/2009		Voted
	Meeting Type	Country of Trade
	Special	Egypt
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Increase in Authorized Capital	Mgmt	For	For	For
	2	Amendment to Memorandum Regarding the Capital Increase	Mgmt	For	For	For
Ping An Insurance (Group) Company
	Ticker	Security ID:	Meeting Date		Meeting Status
	2318	CINS Y69790106	06/29/2010		Voted
	Meeting Type	Country of Trade
	Annual	China
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	3	Directors' Report	Mgmt	For	For	For
	4	Supervisors' Report	Mgmt	For	For	For
	5	Annual Report	Mgmt	For	For	For
	6	Accounts and Reports	Mgmt	For	For	For
	7	Allocation of Profits/Dividends	Mgmt	For	For	For
	8	Appointment of Auditor and Authority to Set Fees	Mgmt	For	For	For
	9	Elect David Fried	Mgmt	For	For	For
	10	Amendments to Articles	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	11	Authority to Issue H Shares w/o Preemptive Rights	Mgmt	For	Against	Against
	12	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	13	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	14	Allocation of Profits/Dividends	Mgmt	For	For	For
	15	Amendments to Articles	Mgmt	For	Against	Against
Ping An Insurance (Group) Company of China
	Ticker	Security ID:	Meeting Date		Meeting Status
	2318	CINS Y69790106	08/07/2009		Voted
	Meeting Type	Country of Trade
	Special	China
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Approval of Share Purchase Agreement	Mgmt	For	For	For
Ping An Insurance (Group) Company of China
	Ticker	Security ID:	Meeting Date		Meeting Status
	2318	ISIN CNE1000003X6	08/07/2009		Voted
	Meeting Type	Country of Trade
	Other	China
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Approval of Share Purchase Agreement	Mgmt	For	For	For
Ping An Insurance (Group) Company of China
	Ticker	Security ID:	Meeting Date		Meeting Status
	2318	CINS Y69790106	12/18/2009		Voted
	Meeting Type	Country of Trade
	Special	China
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Bank Deposits Arrangements with The Hongkong and Shanghai Banking Corporation Limited	Mgmt	For	For	For
	2	Bank Deposits Arrangements with   Industrial and Commercial Bank of China Limited and Industrial and Commercial Bank of China (Asia) Limited	Mgmt	For	For	For
	3	Bank Deposits Arrangements with Bank of Communications Co., Ltd.	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	4	Constitution of procedural rules on  the appointment of auditor	Mgmt	For	For	For
	5	Elect GUO Limin	Mgmt	For	For	For
Rakuten Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	4755	CINS J64264104	03/30/2010		Voted
	Meeting Type	Country of Trade
	Annual	Japan
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Amendments to Articles	Mgmt	For	For	For
	2	Elect Hiroshi Mikitani	Mgmt	For	For	For
	3	Elect Atsushi Kunishige	Mgmt	For	For	For
	4	Elect Masatada Kobayashi	Mgmt	For	For	For
	5	Elect Tohru Shimada	Mgmt	For	For	For
	6	Elect Akio Sugihara	Mgmt	For	For	For
	7	Elect Hisashi Suzuki	Mgmt	For	For	For
	8	Elect Ken Takayama	Mgmt	For	For	For
	9	Elect Kazunori Takeda	Mgmt	For	For	For
	10	Elect Takao Toshishige	Mgmt	For	For	For
	11	Elect Hiroaki Yasutake	Mgmt	For	For	For
	12	Elect Yoshiaki Ohnishi	Mgmt	For	For	For
	13	Elect Kohichi Kusano	Mgmt	For	For	For
	14	Elect Hiroshi Fukino	Mgmt	For	For	For
	15	Elect Tatsumi Yoda	Mgmt	For	For	For
	16	Elect Takeshi Hanai	Mgmt	For	For	For
	17	Elect Ken Kutaragi	Mgmt	For	For	For
	18	Directors' Fees	Mgmt	For	Against	Against
	19	Employee Stock Option Plan	Mgmt	For	Against	Against
Rambler Media Limited
	Ticker	Security ID:	Meeting Date		Meeting Status
	RMG	ISIN GB00B06GTJ32	08/12/2009		Voted
	Meeting Type	Country of Trade
	Annual	Jersey
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Denis Frolov	Mgmt	For	For	For
	2	Elect Arthur Markaryan	Mgmt	For	For	For
	3	Elect Yulia Solovieva	Mgmt	For	For	For
	4	Elect Sergey Tikhonov	Mgmt	For	For	For
	5	Elect Vladimir Pravdivy	Mgmt	For	For	For
	6	Elect Olga Turischeva	Mgmt	For	For	For
	7	Resignation of Mark Opzoomer	Mgmt	For	For	For
	8	Resignation of Robert Mott Brown III	Mgmt	For	For	For
	9	Resignation of Nick Hynes	Mgmt	For	For	For
	10	Resignation of Ilya Oskolkov-Tsentsiper	Mgmt	For	For	For
	11	Resignation of Arthur Akopyan	Mgmt	For	For	For
	12	Accounts and Reports	Mgmt	For	For	For
	13	Appointment of Auditor	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	14	Authority to Set Auditor's Fees	Mgmt	For	For	For
	15	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
Rambler Media Limited
	Ticker	Security ID:	Meeting Date		Meeting Status
	RMG	CINS G7357N106	11/16/2009		Voted
	Meeting Type	Country of Trade
	Special	Jersey
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Adoption of New Articles	Mgmt	For	Against	Against
Redflex Holdings Limited
	Ticker	Security ID:	Meeting Date		Meeting Status
	RDF	CINS Q8050F100	11/19/2009		Voted
	Meeting Type	Country of Trade
	Annual	Australia
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	3	Re-elect Christopher Cooper	Mgmt	For	For	For
	4	Re-elect Karen Finley	Mgmt	For	For	For
	5	Re-elect Ronald Langley	Mgmt	For	For	For
	6	Remuneration Report	Mgmt	For	For	For
	7	Equity Grant (CEO Graham Davie)	Mgmt	For	For	For
	8	Equity Grant (Executive Director Karen Finley)	Mgmt	For	For	For
	9	Election of Robin Debernardi	Mgmt	Against	Against	For
	10	Election of Ian Davis	Mgmt	Against	Against	For
	11	Election of Max Findlay	Mgmt	Against	Against	For
	12	Removal of Peter Lewinsky	Mgmt	Against	Against	For
	13	Removal of Rober Sawley	Mgmt	Against	Against	For
Reed Elsevier PLC
	Ticker	Security ID:	Meeting Date		Meeting Status
	REL	CINS G74570121	04/21/2010		Voted
	Meeting Type	Country of Trade
	Annual	United Kingdom
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Directors' Remuneration Report	Mgmt	For	For	For
	3	Allocation of Profits/Dividends	Mgmt	For	For	For
	4	Appointment of Auditor	Mgmt	For	For	For
	5	Authority to Set Auditor's Fees	Mgmt	For	For	For
	6	Elect Anthony Habgood	Mgmt	For	For	For
	7	Elect Ben van der Veer	Mgmt	For	For	For
	8	Elect Erik Engstrom	Mgmt	For	For	For
	9	Elect Mark Armour	Mgmt	For	For	For
	10	Elect Robert Polet	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	11	Authority to Issue Shares w/ Preemptive Rights	Mgmt	For	For	For
	12	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	For	For
	13	Authority to Repurchase Shares	Mgmt	For	For	For
	14	Authority to Set General Meeting Notice Period at 14 Days	Mgmt	For	For	For
	15	Adoption of New Articles	Mgmt	For	For	For
	16	Reed Elsevier Growth Plan	Mgmt	For	For	For
	17	Reed Elsevier Bonus Investment Plan 2010	Mgmt	For	For	For
Sanofi-Aventis
	Ticker	Security ID:	Meeting Date		Meeting Status
	SAN	CINS F5548N101	05/17/2010		Voted
	Meeting Type	Country of Trade
	Mix	France
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	3	Accounts and Reports	Mgmt	For	For	For
	4	Consolidated Accounts and Reports	Mgmt	For	For	For
	5	Allocation of Profits/Dividends	Mgmt	For	For	For
	6	Related Party Transactions	Mgmt	For	For	For
	7	Ratification of the Co-option of Serge Weinberg	Mgmt	For	For	For
	8	Elect Catherine Brechignac	Mgmt	N/A	Abstain	N/A
	9	Elect Robert Castaigne	Mgmt	For	Against	Against
	10	Elect Lord Douro	Mgmt	For	For	For
	11	Elect Christian Mulliez	Mgmt	For	Against	Against
	12	Elect Christopher Viehbacher	Mgmt	For	For	For
	13	Authority to Repurchase Shares	Mgmt	For	For	For
	14	Amendments to Articles	Mgmt	For	For	For
	15	Authority to Carry Out Formalities	Mgmt	For	For	For
Sapporo Holdings Limited
	Ticker	Security ID:	Meeting Date		Meeting Status
	2501	CINS J69413128	03/30/2010		Voted
	Meeting Type	Country of Trade
	Annual	Japan
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Allocation of Profits/Dividends	Mgmt	For	For	For
	3	Elect Takao Murakami	Mgmt	For	Against	Against
	4	Elect Yoshiyuki Mochida	Mgmt	For	Against	Against
	5	Elect Tsutomu Kamijo	Mgmt	For	Against	Against
	6	Elect Fumiaki Terasaka	Mgmt	For	Against	Against

Brown Capital Management International Equity Fund

	7	Elect Kazuo Ushio	Mgmt	For	Against	Against
	8	Elect Hidenori Tanaka	Mgmt	For	Against	Against
	9	Elect Yoichi Kato	Mgmt	For	For	For
	10	Elect Hiroaki Eto	Mgmt	For	For	For
	11	Elect Hiroshi Tanaka	Mgmt	For	For	For
	12	Elect Nobuo Katsumata	Mgmt	For	For	For
	13	Election of Alternate Statutory Auditor	Mgmt	For	For	For
	14	Renewal of Takeover Defense Plan	Mgmt	For	Against	Against
	15	Elect Dissident Nominee Yoshiharu Naito	ShrHldr	Against	For	Against
	16	Elect Dissident Nominee Yasuo Nakata	ShrHldr	Against	For	Against
	17	Elect Dissident Nominee Hironori Aihara	ShrHldr	Against	For	Against
	18	Elect Dissident Nominee Shunichi Fujii	ShrHldr	Against	For	Against
	19	Elect Dissident Nominee Shiro Hara	ShrHldr	Against	For	Against
	20	Elect Dissident Nominee Joshua Schechter	ShrHldr	Against	For	Against
Sasol Limited
	Ticker	Security ID:	Meeting Date		Meeting Status
	SOL	CUSIP 803866300	11/27/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Elect Brian Connellan	Mgmt	For	For	For
	3	Elect Henk Dijkgraaf	Mgmt	For	For	For
	4	Elect Nolitha Fakude	Mgmt	For	For	For
	5	Elect Imogen Mkhize	Mgmt	For	For	For
	6	Elect Tom Wixley	Mgmt	For	For	For
	7	Elect Colin Beggs	Mgmt	For	For	For
	8	Elect JJ Njeke	Mgmt	For	For	For
	9	Appointment of Auditor	Mgmt	For	For	For
	10	Authority to Repurchase Shares	Mgmt	For	For	For
	11	Directors' Fees	Mgmt	For	For	For

Brown Capital Management International Equity Fund

SK Telecom
	Ticker	Security ID:	Meeting Date		Meeting Status
	017670	CUSIP 78440P108	03/12/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Allocation of Profits/Dividends	Mgmt	For	For	For
	2	Amendments to Articles	Mgmt	For	For	For
	3	Directors' Fees	Mgmt	For	For	For
	4	Elect CHO Ki Haeng	Mgmt	For	For	For
	5	Elect SHIM Dal Sup	Mgmt	For	For	For
	6	Election of Audit Committee Members (Slate)	Mgmt	For	For	For
Southern Cross Healthcare Group PLC
	Ticker	Security ID:	Meeting Date		Meeting Status
	SCHE	CINS G8291V105	02/16/2010		Voted
	Meeting Type	Country of Trade
	Annual	United Kingdom
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Elect Nancy Hollendoner	Mgmt	For	For	For
	3	Elect Ray Miles	Mgmt	For	For	For
	4	Appointment of Auditor and Authority to Set Fees	Mgmt	For	For	For
	5	Directors' Remuneration Report	Mgmt	For	For	For
	6	Authorization of Political Donations	Mgmt	For	For	For
	7	Authority to Issue Shares w/ Preemptive Rights	Mgmt	For	Against	Against
	8	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	For	For
	9	Authority to Repurchase Shares	Mgmt	For	For	For
	10	Authority to Set General Meeting Notice Period at 14 Days	Mgmt	For	Against	Against
	11	Adoption of New Articles	Mgmt	For	Against	Against

Brown Capital Management International Equity Fund

Suruga Bank Limited (The)
	Ticker	Security ID:	Meeting Date		Meeting Status
	8358	CINS J78400108	06/24/2010		Voted
	Meeting Type	Country of Trade
	Annual	Japan
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Elect Mitsuyoshi Okano	Mgmt	For	For	For
	3	Elect Kinosuke Okano	Mgmt	For	For	For
	4	Elect Kihachiroh Nomura	Mgmt	For	For	For
	5	Elect Toshihiko Shirai	Mgmt	For	For	For
	6	Elect Yoshiroh Uchiyama	Mgmt	For	For	For
	7	Elect Takashi Tsuchiya	Mgmt	For	For	For
	8	Elect Tsuneo Yahagi	Mgmt	For	For	For
	9	Elect Makoto  Naruke	Mgmt	For	For	For
	10	Elect Tatsuroh Ikeda	Mgmt	For	For	For
	11	Retirement Allowances for Directors	Mgmt	For	Against	Against
	12	Stock Option Plan	Mgmt	For	For	For
Swatch Group Ltd. (The)
	Ticker	Security ID:	Meeting Date		Meeting Status
	UHR	CINS H83949141	05/12/2010		Take No Action
	Meeting Type	Country of Trade
	Annual	Switzerland
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	3	Accounts and Reports	Mgmt	For	For	N/A
	4	Ratification of Board Acts	Mgmt	For	For	N/A
	5	Allocation of Profits/Dividends	Mgmt	For	For	N/A
	6	Election of Directors	Mgmt	For	For	N/A
	7	Appointment of Auditor	Mgmt	For	For	N/A
	8	Amendments to Articles	Mgmt	For	Against	Against

Brown Capital Management International Equity Fund

Teva Pharmaceutical Industries Ltd (ADR)
	Ticker	Security ID:	Meeting Date		Meeting Status
	TEVA	CUSIP 881624209	06/29/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Allocation of Profits/Dividends	Mgmt	For	For	For
	2	Elect Abraham Cohen	Mgmt	For	For	For
	3	Elect Amir Elstein	Mgmt	For	For	For
	4	Elect Roger Kornberg	Mgmt	For	For	For
	5	Elect Moshe Many	Mgmt	For	For	For
	6	Elect Dan Propper	Mgmt	For	For	For
	7	Appointment of Auditor	Mgmt	For	For	For
	8	2010 Long-Term Equity-Based Incentive Plan	Mgmt	For	For	For
	9	Remuneration of Phillip Frost	Mgmt	For	For	For
	10	Remuneration of Moshe Many	Mgmt	For	For	For
	11	Remuneration of Roger Kornberg	Mgmt	For	For	For
	12	Increase in Authorized Capital	Mgmt	For	For	For
Thai Beverage Public Company Limited
	Ticker	Security ID:	Meeting Date		Meeting Status
	Y92	CINS Y8588A103	04/29/2010		Voted
	Meeting Type	Country of Trade
	Annual	Thailand
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Approve Minutes	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	3	Report on Result of Operations and Approve Directors' Report	Mgmt	For	For	For
	4	Accounts and Reports	Mgmt	For	For	For
	5	Allocation of Profits/Dividends	Mgmt	For	For	For
	6	Election of Directors (Slate)	Mgmt	For	For	For
	7	Directors' Fees	Mgmt	For	For	For
	8	Appointment of Auditor and Authority to Set Fees	Mgmt	For	For	For
	9	Liability Insurance	Mgmt	For	For	For
	10	Related Party Transactions	Mgmt	For	Against	Against
	11	Transaction of Other Business	Mgmt	For	Against	Against
Total Produce PLC
	Ticker	Security ID:	Meeting Date		Meeting Status
	T7O	CINS G8983Q109	05/20/2010		Voted
	Meeting Type	Country of Trade
	Annual	Ireland
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Allocation of Profits/Dividends	Mgmt	For	For	For
	3	Elect Rose Hynes	Mgmt	For	For	For
	4	Elect Rory Byrne	Mgmt	For	For	For
	5	Elect Frank  Davis	Mgmt	For	For	For
	6	Authority to Set Auditor's Fees	Mgmt	For	For	For
	7	Authority to Issue Shares w/ Preemptive Rights	Mgmt	For	For	For
	8	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	Against	Against
	9	Authority to Repurchase Shares	Mgmt	For	For	For
	10	Authority to Set Price of Reissued Treasury Shares	Mgmt	For	For	For

Brown Capital Management International Equity Fund

Tyco International Ltd.
	Ticker	Security ID:	Meeting Date		Meeting Status
	TYC	CUSIP H89128104	03/10/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Ratification of Board Acts	Mgmt	For	For	For
	3.1	Elect Edward Breen	Mgmt	For	For	For
	3.2	Elect Michael Daniels	Mgmt	For	For	For
	3.3	Elect Timothy Donahue	Mgmt	For	Withhold	Against
	3.4	Elect Brian Duperreault	Mgmt	For	For	For
	3.5	Elect Bruce Gordon	Mgmt	For	For	For
	3.6	Elect Rajiv Gupta	Mgmt	For	Withhold	Against
	3.7	Elect John Krol	Mgmt	For	For	For
	3.8	Elect Brendan O'Neill	Mgmt	For	For	For
	3.9	Elect William Stavropoulos	Mgmt	For	For	For
	3.10	Elect Sandra Wijnberg	Mgmt	For	For	For
	3.11	Elect R. David Yost	Mgmt	For	Withhold	Against
	4	Appointment of Auditor	Mgmt	For	For	For
	5	Appointment of Auditor	Mgmt	For	For	For
	6	Appointment of Special Auditor	Mgmt	For	For	For
	7	Allocation of Profits/Dividends	Mgmt	For	For	For
	8	Special Dividend/Reduction in Par Value	Mgmt	For	For	For
	9	Adoption of Plurality Vote in Contested Elections	Mgmt	For	Against	Against
	10	Transaction of Other Business	Mgmt	For	Against	Against

Brown Capital Management International Equity Fund

UNITED BUSINESS MEDIA LIMITED
	Ticker	Security ID:	Meeting Date		Meeting Status
	UBM	CINS G9226Z104	05/13/2010		Voted
	Meeting Type	Country of Trade
	Annual	Jersey
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Directors' Remuneration Report	Mgmt	For	For	For
	3	Appointment of Auditor	Mgmt	For	For	For
	4	Authority to Set Auditor's Fees	Mgmt	For	For	For
	5	Elect Robert  Gray	Mgmt	For	For	For
	6	Elect Terry Neill	Mgmt	For	For	For
	7	Elect Greg Lock	Mgmt	For	For	For
	8	Elect Pradeep Kar	Mgmt	For	For	For
	9	Elect Karen Thomson	Mgmt	For	For	For
	10	Elect John Botts	Mgmt	For	For	For
	11	Authority to Issue Shares w/ Preemptive Rights	Mgmt	For	For	For
	12	Authority to Set General Meeting Notice Period at 14 Days	Mgmt	For	For	For
	13	Adoption of New Articles	Mgmt	For	For	For
	14	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	For	For
	15	Authority to Repurchase Shares	Mgmt	For	For	For
UOB Kay Hian Holdings Limited
	Ticker	Security ID:	Meeting Date		Meeting Status
	U10	CINS Y92991101	04/28/2010		Voted
	Meeting Type	Country of Trade
	Annual	Singapore
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Allocation of Profits/Dividends	Mgmt	For	For	For
	3	Directors' Fees	Mgmt	For	For	For
	4	Elect Chelva Retnam Rajah	Mgmt	For	For	For
	5	Elect Roland Knecht	Mgmt	For	For	For
	6	Elect Esmond CHOO Liong Gee	Mgmt	For	For	For
	7	Appointment of Auditor and Authority to Set Fees	Mgmt	For	For	For
	8	Authority to Issue Shares w/ or w/o Preemptive Rights	Mgmt	For	Against	Against
	9	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	10	Non-Voting Agenda Item	N/A	N/A	N/A	N/A

Brown Capital Management International Equity Fund

Vitasoy International Holdings Limited
	Ticker	Security ID:	Meeting Date		Meeting Status
	0345	ISIN HK0345001611	09/03/2009		Voted
	Meeting Type	Country of Trade
	Annual	Hong Kong
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Accounts and Reports	Mgmt	For	For	For
	3	Allocation of Final Dividends	Mgmt	For	For	For
	4	Allocation of Special Dividends	Mgmt	For	For	For
	5	Elect David LI Kwok Po	Mgmt	For	For	For
	6	Elect Jan P. S. Erlund	Mgmt	For	For	For
	7	Elect Eric YU Fat	Mgmt	For	For	For
	8	Directors' Fees	Mgmt	For	For	For
	9	Appointment of Auditor and Authority to Set Fees	Mgmt	For	For	For
	10	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	Against	Against
	11	Authority to Repurchase Shares	Mgmt	For	For	For
	12	Authority to Issue Repurchased Shares	Mgmt	For	Against	Against
Wal-Mart de Mexico, S.A.B. de C.V.
	Ticker	Security ID:	Meeting Date		Meeting Status
	WALMEXV	CINS P98180105	03/11/2010		Voted
	Meeting Type	Country of Trade
	Annual	Mexico
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Board's Report	Mgmt	For	For	For
	2	CEO's Report	Mgmt	For	For	For
	3	Audit and Corporate Governance Committees' Reports	Mgmt	For	For	For
	4	Accounts	Mgmt	For	For	For
	5	Report on Repurchase Program	Mgmt	For	For	For
	6	Cancellation of Treasury Shares	Mgmt	For	For	For
	7	Allocation of Profits	Mgmt	For	For	For
	8	Allocation of Dividends	Mgmt	For	For	For
	9	Amendments to Articles	Mgmt	For	Abstain	Against
	10	Report on Tax Compliance	Mgmt	For	For	For
	11	Report on Stock Option Plan	Mgmt	For	For	For
	12	Report on Wal-Mart de Mexico Foundation	Mgmt	For	For	For
	13	Report on Aquisition of Wal-Mart de Centroamerica	Mgmt	For	For	For
	14	Ratification of Board Acts	Mgmt	For	For	For
	15	Election of Directors	Mgmt	For	For	For
	16	Election of Board Committee Members	Mgmt	For	For	For

Brown Capital Management International Equity Fund

	17	Election of Meeting Delegates	Mgmt	For	For	For
Wal-Mart de Mexico, S.A.B. de C.V.
	Ticker	Security ID:	Meeting Date		Meeting Status
	WALMEXV	CINS P98180105	12/22/2009		Voted
	Meeting Type	Country of Trade
	Special	Mexico
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Approval of Directors' Report on the Acquisition	Mgmt	For	For	For
	2	Discussion and Approval of the Merger	Mgmt	For	For	For
	3	Amendments to Articles Pursuant to the Merger	Mgmt	For	For	For
	4	Election of Meeting Delegates	Mgmt	For	For	For
Wolters Kluwer NV
	Ticker	Security ID:	Meeting Date		Meeting Status
	WKL	CINS ADPV09931	04/21/2010		Voted
	Meeting Type	Country of Trade
	Annual	Germany
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	3	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	4	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	5	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	6	Accounts and Reports	Mgmt	For	For	For
	7	Allocation of Profits/Dividends	Mgmt	For	For	For
	8	Ratification of Executive Board Acts	Mgmt	For	For	For
	9	Ratification of Supervisory Board Acts	Mgmt	For	For	For
	10	Elect Adri Baan	Mgmt	For	For	For
	11	Elect Stuart James	Mgmt	For	For	For
	12	Amendments to Articles	Mgmt	For	For	For
	13	Authority to Issue Shares w/ Preemptive Rights	Mgmt	For	For	For
	14	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	For	For
	15	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	16	Authority to Repurchase Shares	Mgmt	For	For	For
	17	Non-Voting Agenda Item	N/A	N/A	N/A	N/A
	18	Non-Voting Agenda Item	N/A	N/A	N/A	N/A

Brown Capital Management International Equity Fund

Yamaha Motor Co. Ltd.
	Ticker	Security ID:	Meeting Date		Meeting Status
	7272	CINS J95776126	03/25/2010		Voted
	Meeting Type	Country of Trade
	Annual	Japan
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Non-Voting Meeting Note	N/A	N/A	N/A	N/A
	2	Elect Takaaki Kimura	Mgmt	For	Against	Against
	3	Elect Toyoh Otsubo	Mgmt	For	Against	Against
	4	Elect Masahito Suzuki	Mgmt	For	Against	Against
	5	Elect Shuhji Itoh	Mgmt	For	Against	Against
	6	Elect Masayoshi Furuhata	Mgmt	For	For	For
	7	Elect Eizoh Kobayashi	Mgmt	For	For	For
	8	Elect Yuko Kawamoto	Mgmt	For	For	For
	9	Elect Hiroyuki Yanagi	Mgmt	For	Against	Against
	10	Elect Yoshiteru Takahashi	Mgmt	For	Against	Against
	11	Elect Hiroyuki Suzuki	Mgmt	For	Against	Against
	12	Elect Kohzoh Shinozaki	Mgmt	For	Against	Against
	13	Renewal of Takeover Defense Plan	Mgmt	For	Against	Against

Brown Capital Management Mid-Cap Fund

Akamai Technologies, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	AKAM	CUSIP 00971T101	05/19/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect F. Thomson Leighton	Mgmt	For	For	For
	2	Elect Paul Sagan	Mgmt	For	For	For
	3	Elect Naomi Seligman	Mgmt	For	For	For
	4	Ratification of Auditor	Mgmt	For	For	For
Allscripts-Misys Healthcare Solutions, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	MDRX	CUSIP 01988P108	10/08/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Kelly Barlow	Mgmt	For	For	For
	1.2	Elect Dominic Cadbury	Mgmt	For	For	For
	1.3	Elect Cory Eaves	Mgmt	For	For	For
	1.4	Elect Marcel Gamache	Mgmt	For	For	For
	1.5	Elect Philip Green	Mgmt	For	For	For
	1.6	Elect John King	Mgmt	For	For	For
	1.7	Elect Michael Kluger	Mgmt	For	For	For
	1.8	Elect Mike Lawrie	Mgmt	For	Withhold	Against
	1.9	Elect Glen Tullman	Mgmt	For	For	For
	2	Incentive Plan	Mgmt	For	For	For
	3	Amendment to the 1993 Stock Incentive Plan (to Increase Shares Available for Grant)	Mgmt	For	For	For
	4	Amendment to the 1993 Stock Incentive Plan (Regarding Performance Criteria)	Mgmt	For	For	For
	5	Ratification of Auditor	Mgmt	For	For	For
ANSYS, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	ANSS	CUSIP 03662Q105	05/12/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Jacqueline Morby	Mgmt	For	For	For
	1.2	Elect Michael Thurk	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Mid-Cap Fund

Blackbaud, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	BLKB	CUSIP 09227Q100	06/23/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Marc Chardon	Mgmt	For	For	For
	1.2	Elect John McConnell	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Cameron International Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	CAM	CUSIP 13342B105	05/12/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Michael Patrick	Mgmt	For	For	For
	2	Elect Jon Erik Reinhardsen	Mgmt	For	For	For
	3	Elect Bruce Wilkinson	Mgmt	For	For	For
	4	Ratification of Auditor	Mgmt	For	For	For
Celgene Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	CELG	CUSIP 151020104	06/16/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Sol Barer	Mgmt	For	For	For
	1.2	Elect Robert Hugin	Mgmt	For	For	For
	1.3	Elect Michael Casey	Mgmt	For	For	For
	1.4	Elect Carrie Cox	Mgmt	For	For	For
	1.5	Elect Rodman Drake	Mgmt	For	For	For
	1.6	Elect Gilla Kaplan	Mgmt	For	For	For
	1.7	Elect James Loughlin	Mgmt	For	For	For
	1.8	Elect Ernest Mario	Mgmt	For	For	For
	1.9	Elect Walter Robb	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Citrix Systems, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	CTXS	CUSIP 177376100	05/26/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Mark Templeton	Mgmt	For	For	For
	2	Elect Stephen Dow	Mgmt	For	For	For
	3	Elect Godfrey Sullivan	Mgmt	For	For	For

Brown Capital Management Mid-Cap Fund

	4	Amendment to the 2005 Equity Incentive Plan	Mgmt	For	For	For
	5	Ratification of Auditor	Mgmt	For	For	For
Coach, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	COH	CUSIP 189754104	11/05/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Lew Frankfort	Mgmt	For	For	For
	1.2	Elect Susan Kropf	Mgmt	For	For	For
	1.3	Elect Gary Loveman	Mgmt	For	For	For
	1.4	Elect Ivan Menezes	Mgmt	For	For	For
	1.5	Elect Irene Miller	Mgmt	For	For	For
	1.6	Elect Michael Murphy	Mgmt	For	For	For
	1.7	Elect Jide Zeitlin	Mgmt	For	For	For
	2	Amendment to the 2004 Stock Incentive Award Plan	Mgmt	For	For	For
	3	Shareholder Proposal Regarding Cessation of Fur Use in Products	ShrHldr	Against	Against	For
Concur Technologies, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	CNQR	CUSIP 206708109	03/10/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect William Canfield	Mgmt	For	For	For
	1.2	Elect Gordon  Eubanks	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Copart, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	CPRT	CUSIP 217204106	12/03/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Willis Johnson	Mgmt	For	For	For
	1.2	Elect A. Jayson Adair	Mgmt	For	For	For
	1.3	Elect James Meeks	Mgmt	For	For	For
	1.4	Elect Steven Cohan	Mgmt	For	For	For
	1.5	Elect Daniel Englander	Mgmt	For	For	For
	1.6	Elect Matt Blunt	Mgmt	For	For	For
	1.7	Elect Thomas Smith	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Mid-Cap Fund

Covance Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	CVD	CUSIP 222816100	05/06/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Joseph L. Herring	Mgmt	For	For	For
	1.2	Elect John McCartney	Mgmt	For	For	For
	1.3	Elect Bradley T. Shears	Mgmt	For	For	For
	2	2010 Employee Equity Participation Plan	Mgmt	For	For	For
	3	Ratification of Auditor	Mgmt	For	For	For
Diamond Offshore Drilling, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	DO	CUSIP 25271C102	05/24/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect James Tisch	Mgmt	For	For	For
	1.2	Elect Lawrence Dickerson	Mgmt	For	For	For
	1.3	Elect John Bolton	Mgmt	For	For	For
	1.4	Elect Charles Fabrikant	Mgmt	For	For	For
	1.5	Elect Paul Gaffney II	Mgmt	For	For	For
	1.6	Elect Edward Grebow	Mgmt	For	For	For
	1.7	Elect Herbert Hofmann	Mgmt	For	For	For
	1.8	Elect Arthur Rebell	Mgmt	For	For	For
	1.9	Elect Raymond Troubh	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
	3	Transaction of Other Business	Mgmt	For	For	For
Dick's Sporting Goods, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	DKS	CUSIP 253393102	06/02/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Emanuel Chirico	Mgmt	For	For	For
	1.2	Elect Brian Dunn	Mgmt	For	For	For
	1.3	Elect Walter Rossi	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
	3	Amendment to the 2002 Stock Incentive Plan	Mgmt	For	For	For

Brown Capital Management Mid-Cap Fund

Diodes Incorporated
	Ticker	Security ID:	Meeting Date		Meeting Status
	DIOD	CUSIP 254543101	05/24/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect C. H. Chen	Mgmt	For	For	For
	1.2	Elect Michael Giordano	Mgmt	For	For	For
	1.3	Elect L.P. Hsu	Mgmt	For	For	For
	1.4	Elect Keh-Shew Lu	Mgmt	For	For	For
	1.5	Elect Raymond Soong	Mgmt	For	Withhold	Against
	1.6	Elect John Stich	Mgmt	For	For	For
	1.7	Elect Michael Tsai	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Ecolab Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	ECL	CUSIP 278865100	05/06/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Arthur Higgins	Mgmt	For	For	For
	2	Elect Joel Johnson	Mgmt	For	For	For
	3	Elect C. Scott O'Hara	Mgmt	For	For	For
	4	Ratification of Auditor	Mgmt	For	For	For
	5	Approval of the 2010 Stock Incentive Plan	Mgmt	For	For	For
	6	Repeal of Classified Board	Mgmt	For	For	For
	7	Advisory Vote on Executive Compensation	Mgmt	For	For	For
	8	Shareholder Proposal Regarding Human Right to Water	ShrHldr	Against	Against	For
	9	Shareholder Proposal Regarding Right to Call a Special Meeting	ShrHldr	Against	Against	For
Expeditors International of Washington, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	EXPD	CUSIP 302130109	05/05/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Mark Emmert	Mgmt	For	For	For
	2	Elect R. Jordan Gates	Mgmt	For	For	For
	3	Elect Dan Kourkoumelis	Mgmt	For	For	For
	4	Elect Michael Malone	Mgmt	For	For	For
	5	Elect John Meisenbach	Mgmt	For	For	For
	6	Elect Peter Rose	Mgmt	For	For	For
	7	Elect James Wang	Mgmt	For	For	For

Brown Capital Management Mid-Cap Fund

	8	Elect Robert Wright	Mgmt	For	For	For
	9	2010 Stock Option Plan	Mgmt	For	For	For
	10	Ratification of Auditor	Mgmt	For	For	For
FactSet Research Systems Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	FDS	CUSIP 303075105	12/15/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Scott Billeadeau	Mgmt	For	For	For
	1.2	Elect Philip Hadley	Mgmt	For	For	For
	1.3	Elect Joseph Zimmel	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Family Dollar Stores, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	FDO	CUSIP 307000109	01/21/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Mark Bernstein	Mgmt	For	For	For
	1.2	Elect Pamela Davies	Mgmt	For	For	For
	1.3	Elect Sharon Allred  Decker	Mgmt	For	For	For
	1.4	Elect Edward Dolby	Mgmt	For	For	For
	1.5	Elect Glenn Eisenberg	Mgmt	For	For	For
	1.6	Elect Howard Levine	Mgmt	For	For	For
	1.7	Elect George Mahoney, Jr.	Mgmt	For	For	For
	1.8	Elect James Martin, Jr.	Mgmt	For	Withhold	Against
	1.9	Elect Harvey Morgan	Mgmt	For	For	For
	1.10	Elect Dale Pond	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Fastenal Company
	Ticker	Security ID:	Meeting Date		Meeting Status
	FAST	CUSIP 311900104	04/20/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Robert Kierlin	Mgmt	For	For	For
	1.2	Elect Stephen Slaggie	Mgmt	For	For	For
	1.3	Elect Michael Gostomski	Mgmt	For	For	For
	1.4	Elect Hugh Miller	Mgmt	For	For	For
	1.5	Elect Willard Oberton	Mgmt	For	For	For
	1.6	Elect Michael Dolan	Mgmt	For	For	For
	1.7	Elect Reyne Wisecup	Mgmt	For	For	For
	1.8	Elect Michael Ancius	Mgmt	For	For	For
	1.9	Elect Scott Satterlee	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Mid-Cap Fund

FEI Company
	Ticker	Security ID:	Meeting Date		Meeting Status
	FEIC	CUSIP 30241L109	05/13/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Lawrence Bock	Mgmt	For	For	For
	1.2	Elect Wilfred Corrigan	Mgmt	For	For	For
	1.3	Elect Don Kania	Mgmt	For	For	For
	1.4	Elect Thomas Kelly	Mgmt	For	For	For
	1.5	Elect William Lattin	Mgmt	For	For	For
	1.6	Elect Jan Lobbezoo	Mgmt	For	For	For
	1.7	Elect Gerhard Parker	Mgmt	For	For	For
	1.8	Elect James Richardson	Mgmt	For	For	For
	1.9	Elect Richard Wills	Mgmt	For	For	For
	2	Amendment to the 1995 Stock Incentive Plan	Mgmt	For	For	For
	3	Amendment to the Employee Share Purchase Plan	Mgmt	For	For	For
	4	Ratification of Auditor	Mgmt	For	For	For
FLIR Systems, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	FLIR	CUSIP 302445101	04/23/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect John Carter	Mgmt	For	For	For
	1.2	Elect Michael Smith	Mgmt	For	For	For
	1.3	Elect John Wood, Jr.	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Hansen Natural Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	HANS	CUSIP 411310105	06/10/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Rodney  Sacks	Mgmt	For	For	For
	1.2	Elect Hilton  Schlosberg	Mgmt	For	For	For
	1.3	Elect Norman  Epstein	Mgmt	For	For	For
	1.4	Elect Benjamin  Polk	Mgmt	For	For	For
	1.5	Elect Sydney Selati	Mgmt	For	For	For
	1.6	Elect Harold  Taber, Jr.	Mgmt	For	For	For
	1.7	Elect Mark  Vidergauz	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Mid-Cap Fund

IDEXX Laboratories, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	IDXX	CUSIP 45168D104	05/05/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Jonathan Ayers	Mgmt	For	For	For
	1.2	Elect Robert Murray	Mgmt	For	For	For
	1.3	Elect Joseph Vumbacco	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Iron Mountain Incorporated
	Ticker	Security ID:	Meeting Date		Meeting Status
	IRM	CUSIP 462846106	06/04/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Clarke Bailey	Mgmt	For	For	For
	2	Elect Constantin Boden	Mgmt	For	For	For
	3	Elect Robert Brennan	Mgmt	For	For	For
	4	Elect Kent Dauten	Mgmt	For	For	For
	5	Elect Per-Kristian Halvorsen	Mgmt	For	For	For
	6	Elect Michael Lamach	Mgmt	For	For	For
	7	Elect Arthur  Little	Mgmt	For	For	For
	8	Elect C. Richard Reese	Mgmt	For	For	For
	9	Elect Vincent Ryan	Mgmt	For	For	For
	10	Elect Laurie Tucker	Mgmt	For	For	For
	11	Elect Alfred Verrecchia	Mgmt	For	For	For
	12	Amendment to the 2002 Stock Incentive Plan	Mgmt	For	For	For
	13	Amendment to the 2006 Senior Executive Incentive Program	Mgmt	For	For	For
	14	Amendment to the 2003 Senior Executive Incentive Program	Mgmt	For	For	For
	15	Ratification of Auditor	Mgmt	For	For	For
J.B. Hunt Transport Services, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	JBHT	CUSIP 445658107	04/28/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Douglas Duncan	Mgmt	For	For	For
	2	Elect Sharilyn Gasaway	Mgmt	For	For	For
	3	Elect Coleman Peterson	Mgmt	For	For	For
	4	Elect James Robo	Mgmt	For	For	For
	5	Elect Wayne Garrison	Mgmt	For	For	For
	6	Elect Gary George	Mgmt	For	For	For
	7	Elect Bryan Hunt	Mgmt	For	For	For
	8	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Mid-Cap Fund

Macrovision Solutions Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	MVSN	CUSIP 55611C108	07/15/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Alfred Amoroso	Mgmt	For	For	For
	1.2	Elect Andrew Ludwick	Mgmt	For	For	For
	1.3	Elect Alan Earhart	Mgmt	For	For	For
	1.4	Elect Robert Majteles	Mgmt	For	For	For
	1.5	Elect James Meyer	Mgmt	For	For	For
	1.6	Elect James O'Shaughnessy	Mgmt	For	For	For
	1.7	Elect Ruthann Quindlen	Mgmt	For	For	For
	2	Company Name Change	Mgmt	For	For	For
	3	Ratification of Auditor	Mgmt	For	For	For
Meridian Bioscience, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	VIVO	CUSIP 589584101	01/21/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect James Anderson	Mgmt	For	For	For
	2	Elect James Buzard	Mgmt	For	For	For
	3	Elect John Kraeutler	Mgmt	For	For	For
	4	Elect Gary Kreider	Mgmt	For	For	For
	5	Elect William Motto	Mgmt	For	For	For
	6	Elect David Phillips	Mgmt	For	For	For
	7	Elect Robert Ready	Mgmt	For	For	For
	8	Ratification of Auditor	Mgmt	For	For	For
MSC Industrial Direct Co., Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	MSM	CUSIP 553530106	01/14/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Mitchell Jacobson	Mgmt	For	For	For
	1.2	Elect David Sandler	Mgmt	For	For	For
	1.3	Elect Charles Boehlke	Mgmt	For	Withhold	Against
	1.4	Elect Roger Fradin	Mgmt	For	For	For
	1.5	Elect Louise Goeser	Mgmt	For	For	For
	1.6	Elect Denis Kelly	Mgmt	For	For	For
	1.7	Elect Philip Peller	Mgmt	For	For	For
	2	Amendment to the 2005 Omnibus Equity Plan	Mgmt	For	For	For
	3	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Mid-Cap Fund

NetApp, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	NTAP	CUSIP 64110D104	10/14/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Daniel Warmenhoven	Mgmt	For	For	For
	1.2	Elect Donald Valentine	Mgmt	For	For	For
	1.3	Elect Jeffry Allen	Mgmt	For	Withhold	Against
	1.4	Elect Alan Earhart	Mgmt	For	For	For
	1.5	Elect Thomas Georgens	Mgmt	For	For	For
	1.6	Elect Mark Leslie	Mgmt	For	For	For
	1.7	Elect Nicholas Moore	Mgmt	For	For	For
	1.8	Elect George Shaheen	Mgmt	For	For	For
	1.9	Elect Robert Wall	Mgmt	For	For	For
	2	Amendment to the 1999 Stock Option Plan (to Increase the Number of Shares Issuable as Full-Value Awards)	Mgmt	For	Against	Against
	3	Amendment to the Automatic Option Grant Program for Non-Employee Directors Under the 1999 Stock Option Plan	Mgmt	For	For	For
	4	Amendment to the Employee Stock Purchase Plan	Mgmt	For	For	For
	5	Amendment to the Executive Compensation Plan	Mgmt	For	Against	Against
	6	Ratification of Auditor	Mgmt	For	For	For
NETEZZA CORPORATION
	Ticker	Security ID:	Meeting Date		Meeting Status
	NZ	CUSIP 64111N101	06/11/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Paul Ferri	Mgmt	For	For	For
	1.2	Elect Edward Zander	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
NVR, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	NVR	CUSIP 62944T105	05/04/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Manuel Johnson	Mgmt	For	For	For
	2	Elect David Preiser	Mgmt	For	For	For
	3	Elect John Toups	Mgmt	For	For	For
	4	Elect Paul Whetsell	Mgmt	For	For	For

Brown Capital Management Mid-Cap Fund

	5	Ratification of Auditor	Mgmt	For	For	For
	6	Amendment to Declassify the board	Mgmt	For	For	For
	7	2010 Equity Incentive Plan	Mgmt	For	For	For
PAREXEL International Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	PRXL	CUSIP 699462107	12/10/2009		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Eduard Holdener	Mgmt	For	For	For
	1.2	Elect Richard Love	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Quanta Services, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	PWR	CUSIP 74762E102	05/20/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect James Ball	Mgmt	For	For	For
	1.2	Elect John Colson	Mgmt	For	For	For
	1.3	Elect John Conaway	Mgmt	For	For	For
	1.4	Elect Ralph DiSibio	Mgmt	For	For	For
	1.5	Elect Bernard Fried	Mgmt	For	For	For
	1.6	Elect Louis Golm	Mgmt	For	For	For
	1.7	Elect Worthing Jackman	Mgmt	For	For	For
	1.8	Elect Bruce Ranck	Mgmt	For	For	For
	1.9	Elect John Wilson	Mgmt	For	For	For
	1.10	Elect Pat Wood, III	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
	3	Shareholder Proposal Regarding Majority Vote for Election of Directors	ShrHldr	Against	Against	For
ROVI CORPORATION
	Ticker	Security ID:	Meeting Date		Meeting Status
	ROVI	CUSIP 779376102	05/04/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Alfred Amoroso	Mgmt	For	For	For
	1.2	Elect Andrew Ludwick	Mgmt	For	For	For
	1.3	Elect Alan Earhart	Mgmt	For	For	For
	1.4	Elect James Meyer	Mgmt	For	For	For
	1.5	Elect James O'Shaughnessy	Mgmt	For	For	For
	1.6	Elect Ruthann Quindlen	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Mid-Cap Fund

SHIRE PLC
	Ticker	Security ID:	Meeting Date		Meeting Status
	SHP	CUSIP 82481R106	04/27/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Accounts and Reports	Mgmt	For	For	For
	2	Directors' Remuneration Report	Mgmt	For	For	For
	3	Elect David Stout	Mgmt	For	For	For
	4	Elect William Burns	Mgmt	For	For	For
	5	Appointment of Auditor	Mgmt	For	For	For
	6	Authority to Set Auditor's Fees	Mgmt	For	For	For
	7	Authority to Issue Shares w/ Preemptive Rights	Mgmt	For	For	For
	8	Amendments to Portfolio Share Plan	Mgmt	For	For	For
	9	Authority to Issue Shares w/o Preemptive Rights	Mgmt	For	For	For
	10	Authority to Repurchase Shares	Mgmt	For	For	For
Sigma-Aldrich Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	SIAL	CUSIP 826552101	05/04/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Rebecca Bergman	Mgmt	For	For	For
	2	Elect George Church	Mgmt	For	For	For
	3	Elect David Harvey	Mgmt	For	For	For
	4	Elect W. Lee McCollum	Mgmt	For	For	For
	5	Elect Jai Nagarkatti	Mgmt	For	For	For
	6	Elect Avi Nash	Mgmt	For	For	For
	7	Elect Steven Paul	Mgmt	For	For	For
	8	Elect J. Pedro Reinhard	Mgmt	For	For	For
	9	Elect D. Dean Spatz	Mgmt	For	For	For
	10	Elect Barrett Toan	Mgmt	For	For	For
	11	Amendment to the Cash Bonus Plan	Mgmt	For	For	For
	12	Ratification of Auditor	Mgmt	For	For	For
	13	Shareholder Proposal Regarding Simple Majority Vote	ShrHldr	Against	Against	For

Brown Capital Management Mid-Cap Fund

St. Jude Medical, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	STJ	CUSIP 790849103	05/07/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Stuart Essig	Mgmt	For	For	For
	2	Elect Barbara Hill	Mgmt	For	For	For
	3	Elect Michael Rocca	Mgmt	For	For	For
	4	Ratification of Auditor	Mgmt	For	For	For
	5	Shareholder Proposal Regarding Sustainability Report	ShrHldr	Against	Against	For
Staples, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	SPLS	CUSIP 855030102	06/07/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Basil Anderson	Mgmt	For	For	For
	2	Elect Arthur Blank	Mgmt	For	For	For
	3	Elect Mary Burton	Mgmt	For	For	For
	4	Elect Justin King	Mgmt	For	For	For
	5	Elect Carol Meyrowitz	Mgmt	For	For	For
	6	Elect Rowland Moriarty	Mgmt	For	For	For
	7	Elect Robert Nakasone	Mgmt	For	For	For
	8	Elect Ronald Sargent	Mgmt	For	For	For
	9	Elect Elizabeth Smith	Mgmt	For	For	For
	10	Elect Robert Sulentic	Mgmt	For	For	For
	11	Elect Vijay Vishwanath	Mgmt	For	For	For
	12	Elect Paul Walsh	Mgmt	For	For	For
	13	Long Term Cash Incentive Plan	Mgmt	For	For	For
	14	Amendment to the 2004 Stock Incentive Plan	Mgmt	For	For	For
	15	Ratification of Auditor	Mgmt	For	For	For
	16	Shareholder Proposal Regarding Right to Act by Written Consent	ShrHldr	Against	Against	For
	17	Shareholder Proposal Regarding Right to Call a Special Meeting	ShrHldr	Against	Against	For
Starbucks Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	SBUX	CUSIP 855244109	03/24/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Howard Schultz	Mgmt	For	For	For
	2	Elect Barbara Bass	Mgmt	For	For	For

Brown Capital Management Mid-Cap Fund

	3	Elect William Bradley	Mgmt	For	For	For
	4	Elect Mellody Hobson	Mgmt	For	For	For
	5	Elect Kevin Johnson	Mgmt	For	For	For
	6	Elect Olden Lee	Mgmt	For	For	For
	7	Elect Sheryl Sandberg	Mgmt	For	For	For
	8	Elect James Shennan, Jr.	Mgmt	For	For	For
	9	Elect Javier Teruel	Mgmt	For	For	For
	10	Elect Myron Ullman, III	Mgmt	For	For	For
	11	Elect Craig Weatherup	Mgmt	For	For	For
	12	Ratification of Auditor	Mgmt	For	For	For
	13	Shareholder Proposal Regarding Recycling Strategy for Beverage Containers	ShrHldr	Against	Against	For
Stifel Financial Corp.
	Ticker	Security ID:	Meeting Date		Meeting Status
	SF	CUSIP 860630102	04/13/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect John Dubinsky	Mgmt	For	For	For
	1.2	Elect Robert Lefton	Mgmt	For	For	For
	1.3	Elect Scott McCuaig	Mgmt	For	For	For
	1.4	Elect James Oates	Mgmt	For	For	For
	1.5	Elect Ben Plotkin	Mgmt	For	For	For
	2	2010 Executive Incentive Performance Plan	Mgmt	For	For	For
	3	Ratification of Auditor	Mgmt	For	For	For
T. Rowe Price Group, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	TROW	CUSIP 74144T108	04/14/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Edward Bernard	Mgmt	For	For	For
	2	Elect James Brady	Mgmt	For	For	For
	3	Elect J. Alfred Broaddus, Jr.	Mgmt	For	For	For
	4	Elect Donald Hebb, Jr.	Mgmt	For	For	For
	5	Elect James Kennedy	Mgmt	For	For	For
	6	Elect Brian Rogers	Mgmt	For	For	For
	7	Elect Alfred Sommer	Mgmt	For	For	For
	8	Elect Dwight Taylor	Mgmt	For	For	For
	9	Elect Anne Whittemore	Mgmt	For	For	For
	10	Ratification of Auditor	Mgmt	For	For	For

Brown Capital Management Mid-Cap Fund

The Western Union Company
	Ticker	Security ID:	Meeting Date		Meeting Status
	WU	CUSIP 959802109	05/14/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1	Elect Dinyar Devitre	Mgmt	For	For	For
	2	Elect Christina Gold	Mgmt	For	For	For
	3	Elect Betsy Holden	Mgmt	For	For	For
	4	Elect Wulf von Schimmelmann	Mgmt	For	For	For
	5	Ratification of Auditor	Mgmt	For	For	For
Tractor Supply Company
	Ticker	Security ID:	Meeting Date		Meeting Status
	TSCO	CUSIP 892356106	04/29/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect James Wright	Mgmt	For	For	For
	1.2	Elect Johnston Adams	Mgmt	For	For	For
	1.3	Elect William Bass	Mgmt	For	For	For
	1.4	Elect Jack Bingleman	Mgmt	For	For	For
	1.5	Elect Richard Frost	Mgmt	For	For	For
	1.6	Elect Cynthia Jamison	Mgmt	For	For	For
	1.7	Elect Gerard Jones	Mgmt	For	For	For
	1.8	Elect George MacKenzie	Mgmt	For	For	For
	1.9	Elect Edna Morris	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Trimble Navigation Limited
	Ticker	Security ID:	Meeting Date		Meeting Status
	TRMB	CUSIP 896239100	05/19/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Steven Berglund	Mgmt	For	For	For
	1.2	Elect John Goodrich	Mgmt	For	For	For
	1.3	Elect William Hart	Mgmt	For	For	For
	1.4	Elect Merit Janow	Mgmt	For	For	For
	1.5	Elect Ulf Johansson	Mgmt	For	For	For
	1.6	Elect Bradford Parkinson	Mgmt	For	For	For
	1.7	Elect Mark Peek	Mgmt	For	For	For
	1.8	Elect Nickolas Vande Steeg	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
	3	Transaction of Other Business	Mgmt	For	For	For

Brown Capital Management Mid-Cap Fund

Waters Corporation
	Ticker	Security ID:	Meeting Date		Meeting Status
	WAT	CUSIP 941848103	05/11/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect Joshua Bekenstein	Mgmt	For	For	For
	1.2	Elect Michael Berendt	Mgmt	For	For	For
	1.3	Elect Douglas Berthiaume	Mgmt	For	For	For
	1.4	Elect Edward Conard	Mgmt	For	For	For
	1.5	Elect Laurie Glimcher	Mgmt	For	For	For
	1.6	Elect Christopher Kuebler	Mgmt	For	For	For
	1.7	Elect William Miller	Mgmt	For	For	For
	1.8	Elect JoAnn Reed	Mgmt	For	For	For
	1.9	Elect Thomas Salice	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
Whole Foods Market, Inc.
	Ticker	Security ID:	Meeting Date		Meeting Status
	WFMI	CUSIP 966837106	03/08/2010		Voted
	Meeting Type	Country of Trade
	Annual	United States
	Issue No.	Description	Proponent	Mgmt Rec	Vote Cast	For/Agnst Mgmt
	1.1	Elect John Elstrott	Mgmt	For	For	For
	1.2	Elect Gabrielle Greene	Mgmt	For	For	For
	1.3	Elect Hass Hassan	Mgmt	For	For	For
	1.4	Elect Stephanie Kugelman	Mgmt	For	For	For
	1.5	Elect John Mackey	Mgmt	For	For	For
	1.6	Elect Jonathan Seiffer	Mgmt	For	For	For
	1.7	Elect Morris Siegel	Mgmt	For	For	For
	1.8	Elect Jonathan Sokoloff	Mgmt	For	For	For
	1.9	Elect Ralph Sorenson	Mgmt	For	For	For
	1.10	Elect William Tindell	Mgmt	For	For	For
	2	Ratification of Auditor	Mgmt	For	For	For
	3	Shareholder Proposal Regarding Simple Majority Vote	ShrHldr	Against	Against	For
	4	Shareholder Proposal Regarding Removal of Directors	ShrHldr	Against	Against	For
	5	Shareholder Proposal Regarding Proponent Engagement Process	ShrHldr	Against	Against	For
	6	Shareholder Proposal Regarding CEO Succession Planning	ShrHldr	Against	Against	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.

The Nottingham Investment Trust II

By: (Signature and Title)	/s/ Douglas S. Folk
	Douglas S. Folk President and Principal Executive Officer, EARNEST Partners Fixed Income Trust

Date: August 27, 2010

By: (Signature and Title)	/s/ Keith A. Lee
	Keith A. Lee Trustee, The Nottingham Investment Trust II Vice President and Principal Executive Officer, The Brown Capital Management Small Company Fund, The Brown Capital Management International Equity Fund, and The Brown Capital Management Mid-Cap Fund

Date: August 16, 2010