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: 07/01/2011-06/30/2012

			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 29, 2012

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

ICA File Number: 811-03931
Reporting Period: 07/01/2011 - 06/30/2012
Clipper Fund, Inc.


================================= Clipper Fund =================================


ALLEGHANY CORPORATION

Ticker:       Y              Security ID:  017175100
Meeting Date: FEB 06, 2012   Meeting Type: Special
Record Date:  JAN 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition
2     Adjourn Meeting                         For       For          Management


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ALLEGHANY CORPORATION *

Ticker:       Y              Security ID:  017175100
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John G. Foos             For       For          Management
2     Elect Director William K. Lavin         For       For          Management
3     Elect Director Phillip M. Martineau     For       For          Management
4     Elect Director Raymond L. M. Wong       For       For          Management
5     Approve Omnibus Stock Plan              For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

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

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AMERICAN EXPRESS COMPANY

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 30, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. Barshefsky            For       For          Management
1.2   Elect Director U.M. Burns               For       For          Management
1.3   Elect Director K.I. Chenault            For       For          Management
1.4   Elect Director P. Chernin               For       For          Management
1.5   Elect Director T.J. Leonsis             For       For          Management
1.6   Elect Director J. Leschly               For       For          Management
1.7   Elect Director R.C. Levin               For       For          Management
1.8   Elect Director R.A. McGinn              For       Withhold     Management
1.9   Elect Director E.D. Miller              For       For          Management
1.10  Elect Director S.S. Reinemund           For       For          Management
1.11  Elect Director R.D. Walter              For       For          Management
1.12  Director R.A. Williams                  For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Provide for Cumulative Voting           Against   Against      Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder


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AMERIPRISE FINANCIAL, INC.

Ticker:       AMP            Security ID:  03076C106
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lon R. Greenberg         For       For          Management
2     Elect Director Warren D. Knowlton       For       Against      Management
3     Elect Director Jeffrey Noddle           For       Against      Management
4     Elect Director Robert F. Sharpe, Jr.    For       Against      Management
5     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


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BED BATH & BEYOND INC.

Ticker:       BBBY           Security ID:  075896100
Meeting Date: JUN 22, 2012   Meeting Type: Annual
Record Date:  MAY 04, 2012

#     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           For       For          Management
      Executive Officers' Compensation
12    Approve Omnibus Stock Plan              For       For          Management


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK A          Security ID:  084670108
Meeting Date: MAY 05, 2012   Meeting Type: Annual
Record Date:  MAR 07, 2012

#     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     Adopt Policy on Succession Planning     Against   Against      Shareholder


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BRAZIL PHARMA SA

Ticker:       BPHA3 BZ       Security ID:  P1815Q108
Meeting Date: SEP 21, 2011   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles 3, 24, 26 Re: Business   For       For          Management
      Objective, Legal Reserves, and Other
      Administrative Revisions; Consolidate
      Bylaws
2     Elect Alvaro Jose da Silveira as        For       For          Management
      Director and Alvaro Jose da Silveira
      Junior as His Alternate


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BRAZIL PHARMA SA

Ticker:       BPHA3 BZ       Security ID:  P1815Q108
Meeting Date: DEC 23, 2011   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve 2:1 Stock Split                 For       For          Management
2a    Amend Article 5 to Reflect Change in    For       For          Management
      Number of Shares
2b    Amend Article 6 to Reflect Increase in  For       For          Management
      Authorized Capital
3     Consolidate Company's Bylaws            For       For          Management
4     Amend Stock Option Plan                 For       Against      Management


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BRAZIL PHARMA SA

Ticker:       BPHA3 BZ       Security ID:  P1815Q108
Meeting Date: MAR 29, 2012   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Ratify Independent Firm to Appraise     For       For          Management
      Proposed Transaction
2     Approve Independent Firm's Appraisal    For       For          Management
3     Approve Acquisition Agreement between   For       For          Management
      the Company and Drogaria Guararapes
      Brasil S.A.
4     Approve Acquisition of Drogaria         For       For          Management
      Guararapes Brasil S.A.
5     Amend Article 5 to Reflect Changes in   For       For          Management
      Capital Due to Acquisition
6     Amend Article 6 to Reflect Changes to   For       For          Management
      the Company's Authorized Capital
7     Amend Articles 24 and 7                 For       For          Management
8     Consolidate Bylaws                      For       For          Management
9     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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BRAZIL PHARMA SA

Ticker:       BPHA3 BZ       Security ID:  P1815Q108
Meeting Date: APR 30, 2012   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, 2011
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Approve Remuneration of Company's       For       For          Management
      Management


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CANADIAN NATURAL RESOURCES LIMITED

Ticker:       CNQ            Security ID:  136385101
Meeting Date: MAY 03, 2012   Meeting Type: Annual/Special
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect C.M. Best, N.M. Edwards, T.W.     For       For          Management
      Faithfull, G.A. Filmon, C.L. Fong, G.D.
       Giffin, W.A. Gobert, S.W. Laut, K.A.J.
       MacPhail, A.P. Markin, F.J. McKenna,
      J.S. Palmer, E.R. Smith, 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
3     Amend Articles Re: Preferred Shares     For       For          Management
4     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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CIELO SA

Ticker:       CIEL3 BZ       Security ID:  P2859E100
Meeting Date: APR 20, 2012   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Capitalization of Reserves    For       For          Management
      for Bonus Issue
2     Amend Corporate Purpose                 For       For          Management
3     Amend Articles Re: Novo Mercado         For       For          Management
      Regulations


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CIELO SA

Ticker:       CIEL3 BZ       Security ID:  P2859E100
Meeting Date: APR 20, 2012   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, 2011
2     Approve Capital Budget and Allocation   For       For          Management
      of Income
3     Elect Directors and Approve             For       For          Management
      Remuneration of Executive Officers,
      Non-Executive Directors, and Fiscal
      Council Members


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COSTCO WHOLESALE CORPORATION

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 26, 2012   Meeting Type: Annual
Record Date:  NOV 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James D. Sinegal         For       For          Management
1.2   Elect Director Jeffrey H. Brotman       For       For          Management
1.3   Elect Director Richard A. Galanti       For       For          Management
1.4   Elect Director Daniel J. Evans          For       For          Management
1.5   Elect Director Jeffrey S. Raikes        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CVS CAREMARK CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

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


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DIAGEO PLC

Ticker:       DGE LN         Security ID:  G42089113
Meeting Date: OCT 19, 2011   Meeting Type: Annual
Record Date:  OCT 17, 2011

#     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 Lord Davies of Abersoch as     For       For          Management
      Director
7     Re-elect Betsy Holden as Director       For       For          Management
8     Re-elect Dr Franz Humer as Director     For       For          Management
9     Re-elect Deirdre Mahlan as Director     For       For          Management
10    Re-elect Philip Scott as Director       For       For          Management
11    Re-elect Todd Stitzer as Director       For       For          Management
12    Re-elect Paul Walsh as Director         For       For          Management
13    Reappoint KPMG Audit plc as Auditors    For       For          Management
      of the Company
14    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
15    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
16    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
17    Authorise Market Purchase               For       For          Management
18    Authorise EU Political Donations and    For       For          Management
      Expenditure
19    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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EVEREST RE GROUP, LTD.

Ticker:       RE             Security ID:  G3223R108
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John R. Dunne            For       For          Management
1.2   Elect Director John A. Weber            For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry Page               For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Eric E. Schmidt          For       For          Management
1.4   Elect Director L. John Doerr            For       Withhold     Management
1.5   Elect Director Diane B. Greene          For       For          Management
1.6   Elect Director John L. Hennessy         For       For          Management
1.7   Elect Director Ann Mather               For       For          Management
1.8   Elect Director Paul S. Otellini         For       Withhold     Management
1.9   Elect Director K. Ram Shriram           For       For          Management
1.10  Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Authorize a New Class of Common Stock   For       Against      Management
4     Increase Authorized Common Stock        For       Against      Management
5     Amend Charter to Provide For Class A    For       For          Management
      Common Holders to Receive Equal
      Consideration as Class B Common
      Holders in event of any Merger,
      Consolidation or Business Combination
6     Approve Omnibus Stock Plan              For       Against      Management
7     Approve Omnibus Stock Plan              For       Against      Management
8     Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
9     Amend Articles Regarding Arbitration    Against   Against      Shareholder
      of Shareholder Lawsuits
10    Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to have One-vote per Share


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HARLEY-DAVIDSON, INC.

Ticker:       HOG            Security ID:  412822108
Meeting Date: APR 28, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     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 Martha F. Brooks         For       For          Management
1.5   Elect Director George H. Conrades       For       For          Management
1.6   Elect Director Donald A. James          For       For          Management
1.7   Elect Director Sara L. Levinson         For       For          Management
1.8   Elect Director N. Thomas Linebarger     For       For          Management
1.9   Elect Director George L. Miles, Jr.     For       For          Management
1.10  Elect Director James A. Norling         For       For          Management
1.11  Elect Director Keith E. Wandell         For       For          Management
1.12  Elect Director Jochen Zeitz             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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HEWLETT-PACKARD COMPANY

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 21, 2012   Meeting Type: Annual
Record Date:  JAN 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Marc L. Andreessen       For       Against      Management
2     Elect Director Shumeet Banerji          For       For          Management
3     Elect Director Rajiv L. Gupta           For       Against      Management
4     Elect Director John H. Hammergren       For       Against      Management
5     Elect Director Raymond. J. Lane         For       Against      Management
6     Elect Director Ann M. Livermore         For       For          Management
7     Elect Director G. M. Reiner             For       For          Management
8     Elect Director Patricia. F. Russo       For       For          Management
9     Elect Director G. Kennedy Thompson      For       Against      Management
10    Elect Director Margaret C. Whitman      For       For          Management
11    Elect Director Ralph. V. Whitworth      For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
14    Adopt Retention Ratio for Executives    Against   For          Shareholder


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IRON MOUNTAIN INCORPORATED

Ticker:       IRM            Security ID:  462846106
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

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


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JULIUS BAER GROUP AG

Ticker:       BAER VX        Security ID:  H4414N103
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 1.00 per Share
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4.1.1 Reelect Leonhard Fischer as Director    For       For          Management
4.1.2 Reelect Claire Giraut as Director       For       For          Management
4.2.1 Elect Gilbert Achermann as Director     For       For          Management
4.2.2 Elect Andreas Amschwand as Director     For       For          Management
5     Ratify KPMG AG as Auditors              For       For          Management
6     Approve CHF 204,800 Reduction in Share  For       For          Management
      Capital via Cancellation of
      Repurchased Shares


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LOEWS CORPORATION

Ticker:       L              Security ID:  540424108
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lawrence S. Bacow        For       For          Management
2     Elect Director Ann E. Berman            For       For          Management
3     Elect Director Joseph L. Bower          For       For          Management
4     Elect Director Charles M. Diker         For       For          Management
5     Elect Director Jacob A. Frenkel         For       For          Management
6     Elect Director Paul J. Fribourg         For       For          Management
7     Elect Director Walter L. Harris         For       For          Management
8     Elect Director Philip A. Laskawy        For       For          Management
9     Elect Director Ken Miller               For       For          Management
10    Elect Director Gloria R. Scott          For       For          Management
11    Elect Director Andrew H. Tisch          For       For          Management
12    Elect Director James S. Tisch           For       For          Management
13    Elect Director Jonathan M. Tisch        For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Amend Stock Option Plan                 For       For          Management
16    Approve Executive Incentive Bonus Plan  For       For          Management
17    Ratify Auditors                         For       For          Management


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MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     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 Kenneth C. Frazier       For       For          Management
4     Elect Director Thomas H. Glocer         For       For          Management
5     Elect Director William B. Harrison Jr.  For       For          Management
6     Elect Director C. Robert Kidder         For       For          Management
7     Elect Director Rochelle B. Lazarus      For       For          Management
8     Elect Director Carlos E. Represas       For       For          Management
9     Elect Director Patricia F. Russo        For       For          Management
10    Elect Director Craig B. Thompson        For       For          Management
11    Elect Director Wendell P. Weeks         For       For          Management
12    Elect Director Peter C. Wendell         For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Provide Right to Act by Written Consent Against   For          Shareholder
16    Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder
17    Report on Charitable and Political      Against   Against      Shareholder
      Contributions


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

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: NOV 15, 2011   Meeting Type: Annual
Record Date:  SEP 02, 2011

#     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    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
12    Ratify Auditors                         For       For          Management
13    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: JUN 19, 2012   Meeting Type: Annual
Record Date:  JUN 05, 2012

#     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 and        For       For          Management
      Allocation of Income
5     Approve Discharge of Directors          For       For          Management
6     Approve Remuneration of Directors       For       For          Management
7     Approve Discharge of Auditors           For       For          Management
8     Approve Remuneration Report             For       For          Management


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RHJ INTERNATIONAL SA

Ticker:       RHJI BB        Security ID:  B70883101
Meeting Date: JUN 19, 2012   Meeting Type: Special
Record Date:  JUN 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Approve Reduction of Legal Reserves     For       For          Management
1.2   Approve Reduction of Share Premium      For       For          Management
      Account
1.3   Approve Increase of Available Reserves  For       For          Management
      by Reducing the Premium Account and
      the Share Capital
2     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 19, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     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 P.H. Patsley             For       For          Management
5     Elect Director R.E. Sanchez             For       For          Management
6     Elect Director W.R. Sanders             For       For          Management
7     Elect Director R.J. Simmons             For       For          Management
8     Elect Director R.K. Templeton           For       For          Management
9     Elect Director C.T. Whitman             For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management


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THE BANK OF NEW YORK MELLON CORPORATION

Ticker:       BK             Security ID:  064058100
Meeting Date: APR 10, 2012   Meeting Type: Annual
Record Date:  FEB 10, 2012

#     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 Richard J. Kogan         For       For          Management
6     Elect Director Michael J. Kowalski      For       For          Management
7     Elect Director John A. Luke, Jr.        For       For          Management
8     Elect Director Mark A. Nordenberg       For       For          Management
9     Elect Director Catherine A. Rein        For       For          Management
10    Elect Director William C. Richardson    For       For          Management
11    Elect Director Samuel C. Scott, III     For       For          Management
12    Elect Director Wesley W. von Schack     For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Ratify Auditors                         For       For          Management
15    Require Independent Board Chairman      Against   Against      Shareholder
16    Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting


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THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director M. Michele Burns         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       Against      Management
8     Elect Director Lakshmi N. Mittal        For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Debora L. Spar           For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Provide for Cumulative Voting           Against   Against      Shareholder
14    Stock Retention/Holding Period          Against   Against      Shareholder
15    Report on Lobbying Payments and Policy  Against   Against      Shareholder


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THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 11, 2011   Meeting Type: Annual
Record Date:  AUG 12, 2011

#     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 Susan Desmond-Hellmann   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 Margaret C. Whitman      For       For          Management
9     Elect Director Mary Agnes Wilderotter   For       For          Management
10    Elect Director Patricia A. Woertz       For       For          Management
11    Elect Director Ernesto Zedillo          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
15    Amend Articles of Incorporation         For       For          Management
16    Provide for Cumulative Voting           Against   Against      Shareholder
17    Phase Out Use of Laboratory Animals in  Against   Against      Shareholder
      Pet Food Product Testing
18    Report on Political Contributions and   Against   Against      Shareholder
      Provide Advisory Vote


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

TRANSATLANTIC HOLDINGS, INC. *

Ticker:       TRH            Security ID:  893521104
Meeting Date: FEB 06, 2012   Meeting Type: Special
Record Date:  JAN 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management
3     Advisory Vote on Golden Parachutes      For       For          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%.


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WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John D. Baker, II        For       For          Management
2     Elect Director Elaine L. Chao           For       For          Management
3     Elect Director John S. Chen             For       For          Management
4     Elect Director Lloyd H. Dean            For       For          Management
5     Elect Director Susan E. Engel           For       For          Management
6     Elect Director Enrique Hernandez, Jr.   For       For          Management
7     Elect Director Donald M. James          For       For          Management
8     Elect Director Cynthia H. Milligan      For       For          Management
9     Elect Director Nicholas G. Moore        For       For          Management
10    Elect Director Federico F. Pena         For       For          Management
11    Elect Director Philip J. Quigley        For       For          Management
12    Elect Director Judith M. Runstad        For       For          Management
13    Elect Director Stephen W. Sanger        For       For          Management
14    Elect Director John G. Stumpf           For       For          Management
15    Elect Director Susan G. Swenson         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Ratify Auditors                         For       For          Management
18    Require Independent Board Chairman      Against   Against      Shareholder
19    Provide for Cumulative Voting           Against   Against      Shareholder
20    Adopt Proxy Access Right                Against   Against      Shareholder
21    Require Audit Committee Review and      Against   Against      Shareholder
      Report on Controls Related to Loans,
      Foreclosure and Securitizations

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