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: 811-03931

		Clipper Fund, Inc.
__________________________________________________________
     (Exact name of registrant as specified in charter)


CLIPPER FUND, INC.
2949 East Elvira Road, Suite 101
Tucson, Arizona 85756
__________________________________________________________
(Address of principal executive offices)	(Zip code)

Registrant's telephone number, including area code:

(800) 432-2504

Date of fiscal year end: 12/31

Date of reporting period: 07/01/2010-06/30/2011

			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.

Clipper Fund, Inc.
___________________________________________________________
                       (Registrant)


Person signing this Report on Behalf of reporting Registrant:

Name:     Kenneth C Eich
Title:    Principal Executive Officer
Phone:    (520) 806-7600
Signature, Place, and Date of Signing:
Kenneth C Eich, Arizona  August 26, 2011

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

ICA File Number: 811-03931
Reporting Period: 07/01/2010 - 06/30/2011
Clipper Fund, Inc.


================================= CLIPPER FUND =================================


AMERICAN EXPRESS COMPANY

Ticker:       AXP            Security ID:  025816109
Meeting Date: MAY 02, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Daniel F. Akerson        For       For          Management
1.2   Elect Director Charlene Barshefsky      For       For          Management
1.3   Elect Director Ursula M. Burns          For       For          Management
1.4   Elect Director Kenneth I. Chenault      For       For          Management
1.5   Elect Director Peter Chernin            For       For          Management
1.6   Elect Director Theodore J. Leonsis      For       For          Management
1.7   Director Jan Leschly                    For       For          Management
1.8   Director Richard C. Levin               For       For          Management
1.9   Director Richard A. McGinn              For       Withhold     Management
1.10  Director Edward D. Miller               For       For          Management
1.11  Director Steven S. Reinemund            For       For          Management
1.12  Director Robert D. Walter               For       For          Management
1.13  Director Ronald A. Williams             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Provide for Cumulative Voting           Against   Against      Shareholder
6     Amend Bylaws-- Call Special Meetings    Against   Against      Shareholder


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AMERIPRISE FINANCIAL, INC.

Ticker:       AMP            Security ID:  03076C106
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Siri S. Marshall         For       Against      Management
2     Elect Director W. Walker Lewis          For       Against      Management
3     Elect Director William H. Turner        For       For          Management
4     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Ratify Auditors                         For       For          Management


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BED BATH & BEYOND INC.

Ticker:       BBBY           Security ID:  075896100
Meeting Date: JUN 23, 2011   Meeting Type: Annual
Record Date:  MAY 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Warren Eisenberg         For       For          Management
2     Elect Director Leonard Feinstein        For       For          Management
3     Elect Director Steven H. Temares        For       For          Management
4     Elect Director Dean S. Adler            For       For          Management
5     Elect Director Stanley F. Barshay       For       For          Management
6     Elect Director Klaus Eppler             For       For          Management
7     Elect Director Patrick R. Gaston        For       For          Management
8     Elect Director Jordan Heller            For       For          Management
9     Elect Director Victoria A. Morrison     For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK A          Security ID:  084670108
Meeting Date: APR 30, 2011   Meeting Type: Annual
Record Date:  MAR 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Warren E. Buffett        For       For          Management
1.2   Elect Director Charles T. Munger        For       For          Management
1.3   Elect Director Howard G. Buffett        For       For          Management
1.4   Elect Director Stephen B. Burke         For       For          Management
1.5   Elect Director Susan L. Decker          For       For          Management
1.6   Elect Director William H. Gates III     For       For          Management
1.7   Elect Director David S. Gottesman       For       For          Management
1.8   Elect Director Charlotte Guyman         For       For          Management
1.9   Elect Director Donald R. Keough         For       For          Management
1.10  Elect Director Thomas S. Murphy         For       For          Management
1.11  Elect Director Ronald L. Olson          For       For          Management
1.12  Elect Director Walter Scott, Jr.        For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
4     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations


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CANADIAN NATURAL RESOURCES LIMITED

Ticker:       CNQ            Security ID:  136385101
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect C.M. Best, S.W. Laut, N.M.        For       For          Management
      Edwards, Keith A.J. MacPhail, T.W.
      Faithfull, A.P. Markin, G.A. Filmon,
      F.J. McKenna, C.L. Fong, J.S. Palmer,
      G.D. Giffin, E.R. Smith, W.A. Gobert,
      and D.A. Tuer as Directors
1.1   Elect Director Catherine M. Best        For       For          Management
1.2   Elect Director N. Murray Edwards        For       For          Management
1.3   Elect Director Timothy W. Faithfull     For       For          Management
1.4   Elect Director Gary A. Filmon           For       For          Management
1.5   Elect Director Christopher L. Fong      For       For          Management
1.6   Elect Director Gordon D. Giffin         For       For          Management
1.7   Elect Director Wilfred A. Gobert        For       For          Management
1.8   Elect Director Steve W. Laut            For       For          Management
1.9   Elect Director Keith A.J. MacPhail      For       For          Management
1.10  Elect Director Allan P. Markin          For       For          Management
1.11  Elect Director Frank J. McKenna         For       For          Management
1.12  Elect Director James S. Palmer          For       For          Management
1.13  Elect Director Eldon R. Smith           For       For          Management
1.14  Elect Director David A. Tuer            For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration


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CIELO SA

Ticker:       CIEL3 BZ       Security ID:  P2859E100
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year Ended
      Dec. 31, 2010
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Elect Fiscal Council                    For       For          Management
4     Approve Remuneration of Executive       For       Against      Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members


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CIELO SA

Ticker:       CIEL3 BZ       Security ID:  P2859E100
Meeting Date: APR 29, 2011   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Capitalization of Reserves    For       For          Management
      for Bonus Issue
2     Approve 1:3 Reverse Stock Split         For       For          Management
3     Approve Change in Authorized Capital    For       For          Management
4     Amend Article 7                         For       For          Management
5     Amend Article 9                         For       For          Management
6     Amend Stock Option Plan                 For       Against      Management
7     Amend Article 17                        For       For          Management
8     Amend Article 22                        For       For          Management


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CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Armitage      For       Against      Management
2     Elect Director Richard H. Auchinleck    For       Against      Management
3     Elect Director James E. Copeland, Jr.   For       Against      Management
4     Elect Director Kenneth M. Duberstein    For       Against      Management
5     Elect Director Ruth R. Harkin           For       Against      Management
6     Elect Director Harold W. McGraw III     For       Against      Management
7     Elect Director James J. Mulva           For       Against      Management
8     Elect Director Robert A. Niblock        For       Against      Management
9     Elect Director Harald J. Norvik         For       Against      Management
10    Elect Director William K. Reilly        For       Against      Management
11    Elect Director Victoria J. Tschinkel    For       Against      Management
12    Elect Director Kathryn C. Turner        For       Against      Management
13    Elect Director William E. Wade, Jr.     For       Against      Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   None      One Year     Management
17    Approve Omnibus Stock Plan              For       For          Management
18    Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Gender Identity
19    Report on Political Contributions       Against   Against      Shareholder
20    Report on Lobbying Expenses             Against   Against      Shareholder
21    Report on Accident Risk Reduction       Against   Against      Shareholder
      Efforts
22    Adopt Policy to Address Coastal         Against   Against      Shareholder
      Louisiana Environmental Impacts
23    Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
24    Report on Financial Risks of Climate    Against   Against      Shareholder
      Change
25    Report on Environmental Impact of Oil   Against   Against      Shareholder
      Sands Operations in Canada


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

COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 27, 2011   Meeting Type: Annual
Record Date:  NOV 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Susan L. Decker          For       For          Management
1.2   Elect Director Richard M. Libenson      For       For          Management
1.3   Elect Director John W. Meisenbach       For       For          Management
1.4   Elect Director Charles T. Munger        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


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CVS CAREMARK CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Edwin M. Banks           For       For          Management
2     Elect Director C. David Brown II        For       For          Management
3     Elect Director David W. Dorman          For       For          Management
4     Elect Director Anne M. Finucane         For       For          Management
5     Elect Director Kristen Gibney Williams  For       For          Management
6     Elect Director Marian L. Heard          For       For          Management
7     Elect Director Larry J. Merlo           For       For          Management
8     Elect Director Jean-Pierre Millon       For       For          Management
9     Elect Director Terrence Murray          For       For          Management
10    Elect Director C.A. Lance Piccolo       For       For          Management
11    Elect Director Richard J. Swift         For       For          Management
12    Elect Director Tony L. White            For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Report on Political Contributions       Against   Against      Shareholder
17    Provide Right to Act by Written Consent Against   For          Shareholder


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DIAGEO PLC

Ticker:       DGE LN         Security ID:  G42089113
Meeting Date: OCT 14, 2010   Meeting Type: Annual
Record Date:  OCT 12, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend                  For       For          Management
4     Re-elect Peggy Bruzelius as Director    For       For          Management
5     Re-elect Laurence Danon as Director     For       For          Management
6     Re-elect Betsy Holden as Director       For       For          Management
7     Re-elect Lord (Clive) Hollick of        For       For          Management
      Notting Hill as Director
8     Re-elect Franz Humer as Director        For       For          Management
9     Re-elect Philip Scott as Director       For       For          Management
10    Re-elect Todd Stitzer as Director       For       For          Management
11    Re-elect Paul Walker as Director        For       For          Management
12    Re-elect Paul Walsh as Director         For       For          Management
13    Elect Lord (Mervyn) Davies of Abersoch  For       For          Management
      as Director
14    Elect Deirdre Mahlan as Director        For       For          Management
15    Reappoint KPMG Audit plc as Auditors    For       For          Management
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase               For       For          Management
20    Authorise EU Political Donations and    For       For          Management
      Expenditure
21    Amend Diageo 2001 Share Incentive Plan  For       For          Management
22    Approve Diageo 2010 Sharesave Plan      For       For          Management
23    Authorise the Company to Establish      For       For          Management
      International Share Plans
24    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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HARLEY-DAVIDSON, INC.

Ticker:       HOG            Security ID:  412822108
Meeting Date: APR 30, 2011   Meeting Type: Annual
Record Date:  MAR 10, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry K. Allen           For       For          Management
1.2   Elect Director R. John Anderson         For       For          Management
1.3   Elect Director Richard I. Beattie       For       For          Management
1.4   Elect Director George H. Conrades       For       For          Management
1.5   Elect Director Judson C. Green          For       For          Management
1.6   Elect Director Sara L. Levinson         For       For          Management
1.7   Elect Director N. Thomas Linebarger     For       For          Management
1.8   Elect Director George L. Miles, Jr.     For       For          Management
1.9   Elect Director Jochen Zeitz             For       For          Management
2     Reduce Supermajority Vote Requirement   For       For          Management
3     Reduce Supermajority Vote Requirement   For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
8     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
9     Adopt a Policy in which the Company     Against   Against      Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives without Shareholder Approval


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HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 23, 2011   Meeting Type: Annual
Record Date:  JAN 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director M. L. Andreessen         For       For          Management
2     Elect Director L. Apotheker             For       For          Management
3     Elect Director L.T. Babbio, Jr.         For       For          Management
4     Elect Director S.M. Baldauf             For       For          Management
5     Elect Director S. Banerji               For       For          Management
6     Elect Director R.L. Gupta               For       For          Management
7     Elect Director J.H. Hammergren          For       For          Management
8     Elect Director R.J. Lane                For       For          Management
9     Elect Director  G.M. Reiner             For       For          Management
10    Elect Director P.F. Russo               For       For          Management
11    Elect Director D. Senequier             For       For          Management
12    Elect Director G.K. Thompson            For       For          Management
13    Elect Director M.C. Whitman             For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
17    Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
18    Amend Executive Incentive Bonus Plan    For       For          Management


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IRON MOUNTAIN INCORPORATED

Ticker:       IRM            Security ID:  462846106
Meeting Date: JUN 10, 2011   Meeting Type: Annual
Record Date:  APR 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Clarke H. Bailey         For       For          Management
1.2   Elect Director Kent P. Dauten           For       For          Management
1.3   Elect Director Paul F. Deninger         For       For          Management
1.4   Elect Director Per-Kristian Halvorsen   For       For          Management
1.5   Elect Director Michael W. Lamach        For       For          Management
1.6   Elect Director Allan Z. Loren           For       For          Management
1.7   Elect Director Arthur D. Little         For       For          Management
1.8   Elect Director C. Richard Reese         For       For          Management
1.9   Elect Director Vincent J. Ryan          For       For          Management
1.10  Elect Director Laurie A. Tucker         For       For          Management
1.11  Elect Director Alfred J. Verrecchia     For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify Auditors                         For       For          Management


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JULIUS BAER GRUPPE AG

Ticker:       BAER VX        Security ID:  H4414N103
Meeting Date: APR 07, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Transfer of CHF 2.56 billion from Other For       For          Management
      Reserves to Capital Contribution
      Reserves
3.1   Approve Allocation of Income and        For       For          Management
      Dividends of CHF 0.60 per Share from
      Capital Contribution Reserves
3.2   Authorize Use of CHF 500 Million from   For       For          Management
      Capital Contribution Reserves for Share
      Repurchase Program for the Purpose of
      Share Cancellation
4     Approve Discharge of Board and Senior   For       For          Management
      Management
5.1.1 Reelect Peter Kuepfer as Director       For       For          Management
5.1.2 Reelect Charles Stonehill as Director   For       For          Management
5.2   Elect Heinrich Baumann as Director      For       For          Management
6     Ratify KPMG AG as Auditors              For       For          Management


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LOEWS CORPORATION

Ticker:       L              Security ID:  540424108
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ann E. Berman            For       For          Management
2     Elect Director Joseph L. Bower          For       For          Management
3     Elect Director Charles M. Diker         For       For          Management
4     Elect Director Jacob A. Frenkel         For       For          Management
5     Elect Director Paul J. Fribourg         For       For          Management
6     Elect Director Walter L. Harris         For       For          Management
7     Elect Director Philip A. Laskawy        For       For          Management
8     Elect Director Ken Miller               For       For          Management
9     Elect Director Gloria R. Scott          For       For          Management
10    Elect Director Andrew H. Tisch          For       For          Management
11    Elect Director James S. Tisch           For       For          Management
12    Elect Director Jonathan M. Tisch        For       For          Management
13    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Ratify Auditors                         For       For          Management
16    Provide for Cumulative Voting           Against   Against      Shareholder


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MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Leslie A. Brun           For       For          Management
2     Elect Director Thomas R. Cech           For       For          Management
3     Elect Director Richard T. Clark         For       For          Management
4     Elect Director Kenneth C. Frazier       For       For          Management
5     Elect Director Thomas H. Glocer         For       For          Management
6     Elect Director Steven F. Goldstone      For       For          Management
7     Elect Director William B. Harrison Jr.  For       For          Management
8     Elect Director Harry R. Jacobson        For       For          Management
9     Elect Director William N. Kelley        For       For          Management
10    Elect Director C. Robert Kidder         For       For          Management
11    Elect Director Rochelle B. Lazarus      For       For          Management
12    Elect Director Carlos E. Represas       For       For          Management
13    Elect Director Patricia F. Russo        For       For          Management
14    Elect Director Thomas E. Shenk          For       For          Management
15    Elect Director Anne M. Tatlock          For       For          Management
16    Elect Director Craig B. Thompson        For       For          Management
17    Elect Director Wendell P. Weeks         For       For          Management
18    Elect Director Peter C. Wendell         For       For          Management
19    Ratify Auditors                         For       For          Management
20    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
21    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years


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MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 16, 2010   Meeting Type: Annual
Record Date:  SEP 03, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven A. Ballmer        For       For          Management
2     Elect Director Dina Dublon              For       For          Management
3     Elect Director William H. Gates III     For       For          Management
4     Elect Director Raymond V. Gilmartin     For       For          Management
5     Elect Director Reed Hastings            For       For          Management
6     Elect Director Maria M. Klawe           For       For          Management
7     Elect Director David F. Marquardt       For       For          Management
8     Elect Director Charles H. Noski         For       For          Management
9     Elect Director Helmut Panke             For       For          Management
10    Ratify Auditors                         For       For          Management
11    Amend Bylaws to Establish a Board       Against   Against      Shareholder
      Committee on Environmental
      Sustainability


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RHJ INTERNATIONAL SA

Ticker:       RHJI BB        Security ID:  B70883101
Meeting Date: SEP 21, 2010   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Directors' Report on            None      None         Management
      Consolidated and Unconsolidated
      Financial Statements (Non-Voting)
2     Receive Auditors' Report on             None      None         Management
      Consolidated and Unconsolidated
      Financial Statements (Non-Voting)
3     Receive Consolidated Financial          None      None         Management
      Statements (Non-Voting)
4     Approve Financial Statements,           For       For          Management
      Allocation of Income, and Omission of
      Dividends
5     Approve Discharge of Directors          For       For          Management
6     Approve Discharge of Auditors           For       For          Management
7     Ratify KPMG as Auditors and Approve     For       For          Management
      Auditors' Remuneration


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RHJ INTERNATIONAL SA

Ticker:       RHJI BB        Security ID:  B70883101
Meeting Date: SEP 21, 2010   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Change Fiscal Year End and Amend        For       For          Management
      Articles 27 and 36 Accordingly
2     Authorize Implementation of Approved    For       For          Management
      Resolutions and Filing of Required
      Documents/Formalities at Trade Registry


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RHJ INTERNATIONAL SA

Ticker:       RHJI BB        Security ID:  B70883101
Meeting Date: JUN 21, 2011   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Directors' Report on            None      None         Management
      Consolidated and Unconsolidated
      Financial Statements
2     Receive Auditors' Report on             None      None         Management
      Consolidated and Unconsolidated
      Financial Statements
3     Receive Consolidated Financial          None      None         Management
      Statements
4     Approve Financial Statements,           For       For          Management
      Allocation of Income, and Omission of
      Dividends
5     Approve Discharge of Directors          For       For          Management
6     Approve Discharge of Auditors           For       For          Management
7a    Reelect Timothy C. Collins as Director  For       For          Management
7b    Reelect Leonhard Fischer as Director    For       For          Management
7c    Reelect Ronald Daniel as Director       For       For          Management
7d    Reelect Mathias Dopfner as Director     For       For          Management
7e    Reelect Gerd Hausler as Director        For       For          Management
7f    Reelect Jun Makihara as Director        For       For          Management
7g    Elect Peter Foy as Director             For       For          Management
7h    Elect Lucio A. Noto as Director         For       For          Management
7i    Elect Konstantin von Schweinitz as      For       For          Management
      Director
8     Approve Remuneration of Directors       For       For          Management
9     Indicate Ronald Daniel, Mathias         For       For          Management
      Dopfner, Peter Foy, Jun Makihara, and
      Konstantin von Schweinitz as
      Independent Board Member


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RHJ INTERNATIONAL SA

Ticker:       RHJI BB        Security ID:  B70883101
Meeting Date: JUN 21, 2011   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Board to Repurchase of Shares For       For          Management
      in the Event of a Serious and Imminent
      Harm
2a    Amend Articles Re: Shareholder Rights   For       For          Management
      Act
2b    Amend Articles Re: Bearer Shares        For       For          Management
2c    Amend Article 28 Re: Registration       For       For          Management
      Requirements
2d    Amend Article 29 Re: Proxy Voting       For       For          Management
2e    Amend Article 31 Re: Agenda and         For       For          Management
      Deliberations
2f    Amend Article 33 Re: Postponement of    For       For          Management
      Meetings
3a    Amend Article 6.1 Re: Routine           For       For          Management
3b    Amend Articles 6.2 Re: Routine          For       For          Management
4     Authorize Implementation of Approved    For       For          Management
      Resolutions and Filing of Required
      Documents/Formalities at Trade Registry


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TEXAS INSTRUMENTS INCORPORATED

Ticker:       TXN            Security ID:  882508104
Meeting Date: APR 21, 2011   Meeting Type: Annual
Record Date:  FEB 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director R.W. Babb, Jr.           For       For          Management
2     Elect Director D.A. Carp                For       For          Management
3     Elect Director C.S. Cox                 For       For          Management
4     Elect Director S.P. MacMillan           For       For          Management
5     Elect Director P.H. Patsley             For       For          Management
6     Elect Director R.E. Sanchez             For       For          Management
7     Elect Director W.R. Sanders             For       For          Management
8     Elect Director R.J. Simmons             For       For          Management
9     Elect Director R.K. Templeton           For       For          Management
10    Elect Director C.T. Whitman             For       For          Management
11    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
13    Ratify Auditors                         For       For          Management


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

THE BANK OF NEW YORK MELLON CORPORATION

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 12, 2011   Meeting Type: Annual
Record Date:  FEB 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ruth E. Bruch            For       For          Management
2     Elect Director Nicholas M. Donofrio     For       For          Management
3     Elect Director Gerald L. Hassell        For       For          Management
4     Elect Director Edmund F. Kelly          For       For          Management
5     Elect Director Robert P. Kelly          For       For          Management
6     Elect Director Richard J. Kogan         For       For          Management
7     Elect Director Michael J. Kowalski      For       For          Management
8     Elect Director John A. Luke, Jr.        For       For          Management
9     Elect Director Mark A. Nordenberg       For       For          Management
10    Elect Director Catherine A. Rein        For       For          Management
11    Elect Director William C. Richardson    For       For          Management
12    Elect Director Samuel C. Scott III      For       For          Management
13    Elect Director John P. Surma            For       For          Management
14    Elect Director Wesley W. von Schack     For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
17    Amend Omnibus Stock Plan                For       For          Management
18    Amend Executive Incentive Bonus Plan    For       For          Management
19    Ratify Auditors                         For       For          Management
20    Provide for Cumulative Voting           Against   Against      Shareholder


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

THE COCA-COLA COMPANY

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Herbert A. Allen         For       For          Management
2     Elect Director Ronald W. Allen          For       For          Management
3     Elect Director Howard G. Buffett        For       For          Management
4     Elect Director Barry Diller             For       For          Management
5     Elect Director Evan G. Greenberg        For       For          Management
6     Elect Director Alexis M. Herman         For       For          Management
7     Elect Director Muhtar Kent              For       For          Management
8     Elect Director Donald R. Keough         For       For          Management
9     Elect Director Maria Elena Lagomasino   For       For          Management
10    Elect Director Donald F. McHenry        For       For          Management
11    Elect Director Sam Nunn                 For       For          Management
12    Elect Director James D. Robinson III    For       For          Management
13    Elect Director Peter V. Ueberroth       For       For          Management
14    Elect Director Jacob Wallenberg         For       For          Management
15    Elect Director James B. Williams        For       For          Management
16    Ratify Auditors                         For       For          Management
17    Amend Executive Incentive Bonus Plan    For       For          Management
18    Amend Restricted Stock Plan             For       For          Management
19    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
20    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
21    Publish Report on Chemical Bisphenol-A  Against   Against      Shareholder
      (BPA)


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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director John H. Bryan            For       For          Management
3     Elect Director Gary D. Cohn             For       For          Management
4     Elect Director Claes Dahlback           For       For          Management
5     Elect Director Stephen Friedman         For       For          Management
6     Elect Director William W. George        For       For          Management
7     Elect Director James A. Johnson         For       For          Management
8     Elect Director Lois D. Juliber          For       For          Management
9     Elect Director Lakshmi N. Mittal        For       For          Management
10    Elect Director James J. Schiro          For       For          Management
11    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
13    Ratify Auditors                         For       For          Management
14    Provide for Cumulative Voting           Against   Against      Shareholder
15    Amend Bylaws-- Call Special Meetings    Against   Against      Shareholder
16    Stock Retention/Holding Period          Against   Against      Shareholder
17    Review Executive Compensation           Against   Against      Shareholder
18    Report on Climate Change Business Risks Against   Against      Shareholder
19    Report on Political Contributions       Against   Against      Shareholder


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

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 12, 2010   Meeting Type: Annual
Record Date:  AUG 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Angela F. Braly          For       For          Management
2     Elect Director Kenneth I. Chenault      For       For          Management
3     Elect Director Scott D. Cook            For       For          Management
4     Elect Director Rajat K. Gupta           For       For          Management
5     Elect Director Robert A. Mcdonald       For       For          Management
6     Elect Director W. James Mcnerney, Jr.   For       For          Management
7     Elect Director Johnathan A. Rodgers     For       For          Management
8     Elect Director Mary A. Wilderotter      For       For          Management
9     Elect Director Patricia A. Woertz       For       For          Management
10    Elect Director Ernesto Zedillo          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Provide for Cumulative Voting           Against   Against      Shareholder


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

TRANSATLANTIC HOLDINGS, INC.*

Ticker:       TRH            Security ID:  893521104
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen P. Bradley       For       For          Management
1.2   Elect Director Ian H. Chippendale       For       For          Management
1.3   Elect Director John G. Foos             For       For          Management
1.4   Elect Director John L. McCarthy         For       For          Management
1.5   Elect Director Robert F. Orlich         For       For          Management
1.6   Elect Director Richard S. Press         For       For          Management
1.7   Elect Director Thomas R. Tizzio         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management

*Notice of Votes made in Non-Conformance of Proxy Policy:
By written agreement Davis Advisors delivers a proxy to Transatlantic
Holdings, Inc.  management empowering them to "Mirror Vote" all shares
in excess of 9.9%.


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Election Director John D. Baker II      For       For          Management
2     Election Director John S. Chen          For       For          Management
3     Election Director Lloyd H. Dean         For       For          Management
4     Election Director Susan E. Engel        For       For          Management
5     Election Director Enrique Hernandez,    For       For          Management
      Jr.
6     Election Director Donald M. James       For       For          Management
7     Election Director Mackey J. McDonald    For       For          Management
8     Election Director Cynthia H. Milligan   For       For          Management
9     Elect Director Nicholas G. Moore        For       For          Management
10    Elect Director Philip J. Quigley        For       For          Management
11    Elect Director Judith M. Runstad        For       For          Management
12    Elect Director Stephen W. Sanger        For       For          Management
13    Elect Director John G. Stumpf           For       For          Management
14    Elect Director an G. Swenson            For       For          Management
15    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
16    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
17    Ratify Auditors                         For       For          Management
18    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
19    Provide for Cumulative Voting           Against   Against      Shareholder
20    Require Independent Board Chairman      Against   Against      Shareholder
21    Advisory Vote to Ratify Directors'      Against   Against      Shareholder
      Compensation
22    Require Audit Committee Review and      Against   Against      Shareholder
      Report on Controls Related to Loans,
      Foreclosure and Securitizations

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