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

ICA File Number: 811-04447
Reporting Period: 07/01/2010 - 06/30/2011
Brandywine Fund Inc



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY


811-04447
Investment Company Act file


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


P. O. Box 4166
Greenville, DE  19807
(Address of principal executive offices) (Zip code)


David D. Marky
P. O. Box 4166
Greenville, DE  19807
(Name and address of agent for service)

1-800-656-3017
Registrant's telephone number, including area code


Date of fiscal year end: 09/30/2011


Date of reporting period: June 30, 2011

=============================== BRANDYWINE FUND ================================


ACME PACKET, INC.

Ticker:       APKT           Security ID:  004764106
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary J. Bowen            For       For          Management
1.2   Elect Director Robert C. Hower          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     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management


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ADVENT SOFTWARE, INC.

Ticker:       ADVS           Security ID:  007974108
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John H. Scully           For       For          Management
1.2   Elect Director Stephanie G. DiMarco     For       For          Management
1.3   Elect Director James D. Kirsner         For       For          Management
1.4   Elect Director James P. Roemer          For       For          Management
1.5   Elect Director Wendell G. Van Auken     For       For          Management
1.6   Elect Director Christine S. Manfredi    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


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AIR METHODS CORPORATION

Ticker:       AIRM           Security ID:  009128307
Meeting Date: JUN 14, 2011   Meeting Type: Annual
Record Date:  APR 26, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Samuel H. Gray           For       For          Management
1.2   Elect Director Morad Tahbaz             For       For          Management
1.3   Elect Director Aaron D. Todd            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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ALBEMARLE CORPORATION

Ticker:       ALB            Security ID:  012653101
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 02, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Alfred Broaddus, Jr.  For       For          Management
1.2   Elect Director William H. Hernandez     For       For          Management
1.3   Elect Director R. William Ide III       For       For          Management
1.4   Elect Director Richard L. Morrill       For       For          Management
1.5   Elect Director Jim W. Nokes             For       For          Management
1.6   Elect Director Barry W. Perry           For       For          Management
1.7   Elect Director Mark C. Rohr             For       For          Management
1.8   Elect Director John Sherman, Jr.        For       For          Management
1.9   Elect Director Harriett Tee Taggart     For       For          Management
1.10  Elect Director Anne Marie Whittemore    For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


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ALLEGHENY TECHNOLOGIES INCORPORATED

Ticker:       ATI            Security ID:  01741R102
Meeting Date: APR 29, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James C. Diggs           For       For          Management
1.2   Elect Director J. Brett Harvey          For       For          Management
1.3   Elect Director Michael J. Joyce         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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ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

Ticker:       MDRX           Security ID:  01988P108
Meeting Date: NOV 04, 2010   Meeting Type: Annual
Record Date:  SEP 14, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis Chookaszian       For       For          Management
1.2   Elect Director Eugene V. Fife           For       For          Management
1.3   Elect Director Marcel L. "Gus" Gamache  For       For          Management
1.4   Elect Director Philip D. Green          For       For          Management
1.5   Elect Director Edward A. Kangas         For       For          Management
1.6   Elect Director John King                For       For          Management
1.7   Elect Director Michael J. Kluger        For       For          Management
1.8   Elect Director Philip M. Pead           For       For          Management
1.9   Elect Director Glen E. Tullman          For       For          Management
1.10  Elect Director Stephen Wilson           For       For          Management
2     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
3     Ratify Auditors                         For       For          Management


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AMERICAN SCIENCE AND ENGINEERING, INC.

Ticker:       ASEI           Security ID:  029429107
Meeting Date: SEP 08, 2010   Meeting Type: Annual
Record Date:  JUL 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Anthony R. Fabiano       For       For          Management
1.2   Elect Director Denis R. Brown           For       For          Management
1.3   Elect Director John A. Gordon           For       For          Management
1.4   Elect Director Hamilton W. Helmer       For       For          Management
1.5   Elect Director Don R. Kania             For       For          Management
1.6   Elect Director Ernest J. Moniz          For       For          Management
1.7   Elect Director Mark Thompson            For       For          Management
1.8   Elect Director Carl W. Vogt             For       For          Management
2     Permit Board to Amend Bylaws Without    For       For          Management
      Shareholder Consent
3     Ratify Auditors                         For       For          Management


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ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 08, 2011   Meeting Type: Annual
Record Date:  JAN 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ray Stata                For       For          Management
2     Elect Director Jerald G. Fishman        For       For          Management
3     Elect Director James A. Champy          For       For          Management
4     Elect Director John L. Doyle            For       For          Management
5     Elect Director John C. Hodgson          For       For          Management
6     Elect Director Yves-Andre Istel         For       For          Management
7     Elect Director Neil Novich              For       For          Management
8     Elect Director F. Grant Saviers         For       For          Management
9     Elect Director Paul J. Severino         For       For          Management
10    Elect Director Kenton J. Sicchitano     For       For          Management
11    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
13    Ratify Auditors                         For       For          Management


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ANSYS, INC.

Ticker:       ANSS           Security ID:  03662Q105
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James E. Cashman III     For       For          Management
1.2   Elect Director William R. McDermott     For       For          Management
1.3   Elect Director Ajei S. Gopal            For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          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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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2011   Meeting Type: Annual
Record Date:  DEC 27, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       For          Management
1.2   Elect Director Millard S. Drexler       For       For          Management
1.3   Elect Director Albert A. Gore, Jr.      For       For          Management
1.4   Elect Director Steven P. Jobs           For       For          Management
1.5   Elect Director Andrea Jung              For       For          Management
1.6   Elect Director Arthur D. Levinson       For       For          Management
1.7   Elect Director Ronald D. Sugar          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     Adopt Policy on Succession Planning     Against   Against      Shareholder
6     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors


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APPLIED MICRO CIRCUITS CORPORATION

Ticker:       AMCC           Security ID:  03822W406
Meeting Date: AUG 17, 2010   Meeting Type: Annual
Record Date:  JUN 21, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Cesar Cesaratto          For       For          Management
2     Elect Director Donald Colvin            For       For          Management
3     Elect Director Paramesh Gopi            For       For          Management
4     Elect Director Paul R. Gray             For       For          Management
5     Elect Director Fred Shlapak             For       For          Management
6     Elect Director Arthur B. Stabenow       For       For          Management
7     Elect Director Julie H. Sullivan        For       For          Management
8     Ratify Auditors                         For       For          Management
9     Amend Qualified Employee Stock Purchase For       For          Management
      Plan


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ATMEL CORPORATION

Ticker:       ATML           Security ID:  049513104
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Steven Laub              For       For          Management
2     Elect Director Tsung-Ching Wu           For       For          Management
3     Elect Director David Sugishita          For       For          Management
4     Elect Director Papken Der Torossian     For       For          Management
5     Elect Director Jack L. Saltich          For       For          Management
6     Elect Director Charles Carinalli        For       For          Management
7     Elect Director Edward Ross              For       For          Management
8     Amend Omnibus Stock Plan                For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


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AUTODESK, INC.

Ticker:       ADSK           Security ID:  052769106
Meeting Date: JUN 16, 2011   Meeting Type: Annual
Record Date:  APR 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Carl Bass                For       For          Management
2     Elect Director Crawford W. Beveridge    For       For          Management
3     Elect Director J. Hallam Dawson         For       For          Management
4     Elect Director Per-Kristian Halvorsen   For       For          Management
5     Elect Director Sean M. Maloney          For       For          Management
6     Elect Director Mary T. McDowell         For       For          Management
7     Elect Director Lorrie M. Norrington     For       For          Management
8     Elect Director Charles J. Robel         For       For          Management
9     Elect Director Steven M. West           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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BASIC ENERGY SERVICES, INC.

Ticker:       BAS            Security ID:  06985P100
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  APR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James S. D'Agostino, Jr  For       For          Management
1.2   Elect Director Kenneth V. Huseman       For       For          Management
1.3   Elect Director Thomas P. Moore, Jr      For       For          Management
2     Amend Omnibus Stock Plan                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     Ratify Auditors                         For       For          Management


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BENCHMARK ELECTRONICS, INC.

Ticker:       BHE            Security ID:  08160H101
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Cary T. Fu               For       For          Management
1.2   Elect Director Michael R. Dawson        For       For          Management
1.3   Elect Director Peter G. Dorflinger      For       For          Management
1.4   Elect Director Douglas G. Duncan        For       For          Management
1.5   Elect Director Bernee D.l. Strom        For       For          Management
1.6   Elect Director Clay C. Williams         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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BPZ RESOURCES, INC.

Ticker:       BPZ            Security ID:  055639108
Meeting Date: JUN 24, 2011   Meeting Type: Annual
Record Date:  APR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gordon Gray              For       For          Management
1.2   Elect Director Stephen C. Beasley       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


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CAMERON INTERNATIONAL CORPORATION

Ticker:       CAM            Security ID:  13342B105
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Peter J. Fluor           For       For          Management
2     Elect Director Jack B. Moore            For       For          Management
3     Elect Director David Ross               For       For          Management
4     Ratify Auditors                         For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
8     Advisory Vote on Say on Pay Frequency   None      One Year     Management


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CARMAX, INC.

Ticker:       KMX            Security ID:  143130102
Meeting Date: JUN 27, 2011   Meeting Type: Annual
Record Date:  APR 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas J. Folliard       For       For          Management
1.2   Elect Director Rakesh Gangwal           For       For          Management
1.3   Elect Director Shira Goodman            For       For          Management
1.4   Elect Director W. Robert Grafton        For       For          Management
1.5   Elect Director Edgar H. Grubb           For       For          Management
1.6   Elect Director Mitchell D. Steenrod     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


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CARPENTER TECHNOLOGY CORP.

Ticker:       CRS            Security ID:  144285103
Meeting Date: OCT 11, 2010   Meeting Type: Annual
Record Date:  AUG 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director I. Martin Inglis         For       For          Management
1.2   Elect Director Peter N. Stephans        For       For          Management
1.3   Elect Director Kathryn C. Turner        For       For          Management
1.4   Elect Director Stephen M. Ward, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management


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CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 08, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director  David L. Calhoun        For       For          Management
1.2   Elect Director Daniel M. Dickinson      For       For          Management
1.3   Elect Director Eugene V. Fife           For       For          Management
1.4   Elect Director Juan Gallardo            For       For          Management
1.5   Elect Director David R. Goode           For       For          Management
1.6   Elect Director Jesse J. Greene, Jr.     For       For          Management
1.7   Elect Director Peter A. Magowan         For       For          Management
1.8   Elect Director Dennis A. Muilenburg     For       For          Management
1.9   Elect Director Douglas R. Oberhelman    For       For          Management
1.10  Elect Director William A. Osborn        For       For          Management
1.11  Elect Director Charles D. Powell        For       For          Management
1.12  Elect Director Edward B. Rust, Jr.      For       For          Management
1.13  Elect Director Susan C. Schwab          For       For          Management
1.14  Elect Director Joshua I. Smith          For       For          Management
1.15  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Report on Political Contributions       Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors
9     Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings
10    Require Independent Board Chairman      Against   Against      Shareholder
11    Review and Assess Human Rights Policies Against   Against      Shareholder
12    Adopt a Policy in which the Company     Against   Against      Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives


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CELGENE CORPORATION

Ticker:       CELG           Security ID:  151020104
Meeting Date: JUN 15, 2011   Meeting Type: Annual
Record Date:  APR 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Hugin          For       For          Management
1.2   Elect Director Michael D. Casey         For       For          Management
1.3   Elect Director Carrie S. Cox            For       For          Management
1.4   Elect Director Rodman L. Drake          For       For          Management
1.5   Elect Director Michael A. Friedman      For       For          Management
1.6   Elect Director Gilla Kaplan             For       For          Management
1.7   Elect Director James J. Loughlin        For       For          Management
1.8   Elect Director Ernest Mario             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


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CERADYNE, INC.

Ticker:       CRDN           Security ID:  156710105
Meeting Date: JUN 07, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joel P. Moskowitz        For       For          Management
1.2   Elect Director Richard A. Alliegro      For       For          Management
1.3   Elect Director Frank Edelstein          For       For          Management
1.4   Elect Director Richard A. Kertson       For       For          Management
1.5   Elect Director William C. LaCourse      For       For          Management
1.6   Elect Director Milton L. Lohr           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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CHICO'S FAS, INC.

Ticker:       CHS            Security ID:  168615102
Meeting Date: JUN 23, 2011   Meeting Type: Annual
Record Date:  APR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John J. Mahoney          For       For          Management
2     Elect Director David F. Walker          For       For          Management
3     Elect Director Stephen E. Watson        For       For          Management
4     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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CLIFFS NATURAL RESOURCES INC.

Ticker:       CLF            Security ID:  18683K101
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph A. Carrabba       For       For          Management
1.2   Elect Director Susan M. Cunningham      For       For          Management
1.3   Elect Director Barry J. Eldridge        For       For          Management
1.4   Elect Director Andres R. Gluski         For       For          Management
1.5   Elect Director Susan M. Green           For       For          Management
1.6   Elect Director Janice K. Henry          For       For          Management
1.7   Elect Director James F. Kirsch          For       For          Management
1.8   Elect Director Francis R. McAllister    For       For          Management
1.9   Elect Director Roger Phillips           For       For          Management
1.10  Elect Director Richard K. Riederer      For       For          Management
1.11  Elect Director Richard A. Ross          For       For          Management
1.12  Elect Director Alan Schwartz            For       For          Management
2     Increase Authorized Common Stock        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     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors
6     Ratify Auditors                         For       For          Management


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DARLING INTERNATIONAL INC.

Ticker:       DAR            Security ID:  237266101
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Randall C. Stuewe        For       For          Management
2     Elect Director O. Thomas Albrecht       For       For          Management
3     Elect Director D. Eugene Ewing          For       For          Management
4     Elect Director John D. March            For       For          Management
5     Elect Director Charles Macaluso         For       For          Management
6     Elect Director Michael Rescoe           For       For          Management
7     Elect Director Michael Urbut            For       For          Management
8     Ratify Auditors                         For       For          Management
9     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
10    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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DECKERS OUTDOOR CORPORATION

Ticker:       DECK           Security ID:  243537107
Meeting Date: MAY 31, 2011   Meeting Type: Annual
Record Date:  APR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Angel R. Martinez        For       For          Management
1.2   Elect Director Rex A. Licklider         For       For          Management
1.3   Elect Director John M. Gibbons          For       For          Management
1.4   Elect Director John G. Perenchio        For       For          Management
1.5   Elect Director Maureen Conners          For       For          Management
1.6   Elect Director Ruth M. Owades           For       For          Management
1.7   Elect Director Karyn O. Barsa           For       For          Management
1.8   Elect Director Michael F. Devine, III   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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DIRECTV

Ticker:       DTV            Security ID:  25490A101
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David B. Dillon          For       For          Management
1.2   Elect Director Samuel A. DiPiazza, Jr.  For       For          Management
1.3   Elect Director Lorrie M. Norrington     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Reduce Authorized Class B Shares,       For       For          Management
      Eliminate Class C Common Stock and
      Deletion of Rights to Call Special
      Meetings to Certain Stockholders
4     Declassify the Board of Directors       For       For          Management
5     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
6     Provide Right to Call Special Meeting   For       For          Management
7     Adopt the Jurisdiction of Incorporation For       For          Management
      as the Exclusive Forum for Certain
      Disputes
8     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
9     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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EATON CORPORATION

Ticker:       ETN            Security ID:  278058102
Meeting Date: APR 27, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director George S. Barrett        For       For          Management
2     Elect Director Todd M. Bluedorn         For       For          Management
3     Elect Director Ned C. Lautenbach        For       For          Management
4     Elect Director Gregory R. Page          For       For          Management
5     Declassify the Board of Directors       For       For          Management
6     Eliminate Cumulative Voting             For       For          Management
7     Ratify Auditors                         For       For          Management
8     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
9     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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ENERSYS

Ticker:       ENS            Security ID:  29275Y102
Meeting Date: JUL 22, 2010   Meeting Type: Annual
Record Date:  JUN 01, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John D. Craig            For       For          Management
1.2   Elect Director Howard I. Hoffen         For       For          Management
1.3   Elect Director Joseph C. Muscari        For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


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EXPRESS, INC.

Ticker:       EXPR           Security ID:  30219E103
Meeting Date: JUN 03, 2011   Meeting Type: Annual
Record Date:  APR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David C. Dominik         For       For          Management
1.2   Elect Director Sam K. Duncan            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


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

FEI COMPANY

Ticker:       FEIC           Security ID:  30241L109
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lawrence A. Bock         For       For          Management
1.2   Elect Director Arie Huijser             For       For          Management
1.3   Elect Director Don R. Kania             For       For          Management
1.4   Elect Director Thomas F. Kelly          For       For          Management
1.5   Elect Director Jan C. Lobbezoo          For       For          Management
1.6   Elect Director Gerhard H. Parker        For       For          Management
1.7   Elect Director James T. Richardson      For       For          Management
1.8   Elect Director Richard H. Wills         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


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

FINISAR CORPORATION

Ticker:       FNSR           Security ID:  31787A507
Meeting Date: OCT 28, 2010   Meeting Type: Annual
Record Date:  SEP 07, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jerry S. Rawls           For       For          Management
1.2   Elect Director Robert N. Stephens       For       For          Management
2     Ratify Auditors                         For       For          Management


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

FIRST NIAGARA FINANCIAL GROUP, INC.

Ticker:       FNFG           Security ID:  33582V108
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas E. Baker          For       For          Management
1.2   Elect Director G. Thomas Bowers         For       For          Management
1.3   Elect Director William H. Jones         For       For          Management
1.4   Elect Director Peter B. Robinson        For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Rescind Fair Price Provision            For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
6     Ratify Auditors                         For       For          Management


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

FOOT LOCKER, INC.

Ticker:       FL             Security ID:  344849104
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nicholas DiPaolo         For       For          Management
1.2   Elect Director Matthew M. McKenna       For       For          Management
1.3   Elect Director Allen Questrom           For       For          Management
1.4   Elect Director Cheryl Nido Turpin       For       For          Management
1.5   Elect Director Guillermo Marmol         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


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

FOSTER WHEELER AG

Ticker:       FWLT           Security ID:  H27178104
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  MAR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Clayton C. Daley, Jr. as Director For       For          Management
1.2   Elect Edward G. Galante as Director     For       For          Management
1.3   Elect Raymond J. Milchovich as Director For       For          Management
2     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Independent Registered Public
      Accounting Firm
4     Accept Financial Statements and         For       For          Management
      Statutory Reports
5     Approve Discharge of Board and Senior   For       For          Management
      Management
6     Approve Creation of CHF 187 Million     For       For          Management
      Pool of Capital without Preemptive
      Rights
7     Approve CHF 13 Million Reduction in     For       For          Management
      Share Capital via Cancellation of
      Repurchased Shares
8     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
9     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
10    Approve Re-allocation of Free Reserves  For       For          Management
      to Legal Reserves from Capital
      Contribution
11    Broadridge note: IN THE EVENT           For       For          Management
      COUNTERPROPOSALS, ALTERATIONS OR
      AMENDMENTS OF THEAGENDA ITEMS OR OTHER
      MATTERS ARE RAISED AT THE ANNUAL
      GENERALMEETING, I INSTRUCT THE
      APPOINTED PROXIES TO VOTE AS FOLLOWS


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

GARTNER, INC.

Ticker:       IT             Security ID:  366651107
Meeting Date: JUN 02, 2011   Meeting Type: Annual
Record Date:  APR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael J. Bingle        For       For          Management
1.2   Elect Director Richard J. Bressler      For       For          Management
1.3   Elect Director Karen E. Dykstra         For       For          Management
1.4   Elect Director Russell P. Fradin        For       For          Management
1.5   Elect Director Anne Sutherland Fuchs    For       For          Management
1.6   Elect Director William O. Grabe         For       For          Management
1.7   Elect Director Eugene A. Hall           For       For          Management
1.8   Elect Director Stephen G. Pagliuca      For       For          Management
1.9   Elect Director James C. Smith           For       For          Management
1.10  Elect Director Jeffrey W. Ubben         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     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Ratify Auditors                         For       For          Management


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

GEORGIA GULF CORPORATION

Ticker:       GGC            Security ID:  373200302
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Wayne C. Sales           For       For          Management
1.2   Elect Director Robert M. Gervis         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     Adopt Shareholder Rights Plan (Poison   For       For          Management
      Pill)
5     Approve Omnibus Stock Plan              For       For          Management
6     Approve Executive Incentive Bonus Plan  For       For          Management
7     Ratify Auditors                         For       For          Management


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

GLOBE SPECIALTY METALS, INC.

Ticker:       GSM            Security ID:  37954N206
Meeting Date: DEC 06, 2010   Meeting Type: Annual
Record Date:  OCT 29, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald G. Barger, Jr.    For       For          Management
1.2   Elect Director Thomas A. Danjczek       For       For          Management
1.3   Elect Director Stuart E. Eizenstat      For       For          Management
1.4   Elect Director Alan Kestenbaum          For       For          Management
1.5   Elect Director Franklin L. Lavin        For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

HERTZ GLOBAL HOLDINGS, INC.

Ticker:       HTZ            Security ID:  42805T105
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  APR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael J. Durham        For       For          Management
1.2   Elect Director Mark P. Frissora         For       For          Management
1.3   Elect Director David H. Wasserman       For       For          Management
1.4   Elect Director Henry C. Wolf            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     Ratify Auditors                         For       For          Management


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

HUB GROUP, INC.

Ticker:       HUBG           Security ID:  443320106
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David P. Yeager          For       For          Management
1.2   Elect Director Mark A. Yeager           For       For          Management
1.3   Elect Director Gary D. Eppen            For       For          Management
1.4   Elect Director Charles R. Reaves        For       For          Management
1.5   Elect Director Martin P. Slark          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


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

IMPAX LABORATORIES, INC.

Ticker:       IPXL           Security ID:  45256B101
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leslie Z. Benet          For       For          Management
1.2   Elect Director Robert L. Burr           For       For          Management
1.3   Elect Director Allen Chao               For       For          Management
1.4   Elect Director Nigel Ten Fleming        For       For          Management
1.5   Elect Director Larry Hsu                For       For          Management
1.6   Elect Director Michael Markbreiter      For       For          Management
1.7   Elect Director Peter R. Terreri         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


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

INFORMATICA CORPORATION

Ticker:       INFA           Security ID:  45666Q102
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  APR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mark A. Bertelsen        For       For          Management
2     Elect Director A. Brooke Seawell        For       For          Management
3     Elect Director Godfrey R. Sullivan      For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

JABIL CIRCUIT, INC.

Ticker:       JBL            Security ID:  466313103
Meeting Date: JAN 20, 2011   Meeting Type: Annual
Record Date:  NOV 23, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mel S. Lavitt            For       For          Management
1.2   Elect Director Timothy L. Main          For       For          Management
1.3   Elect Director William D. Morean        For       For          Management
1.4   Elect Director Lawrence J. Murphy       For       For          Management
1.5   Elect Director Frank A. Newman          For       For          Management
1.6   Elect Director Steven A. Raymund        For       For          Management
1.7   Elect Director Thomas A. Sansone        For       For          Management
1.8   Elect Director David M. Stout           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
6     Other Business                          For       For          Management


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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 26, 2011   Meeting Type: Annual
Record Date:  NOV 18, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Natalie A. Black         For       For          Management
1.2   Elect Director Robert A. Cornog         For       For          Management
1.3   Elect Director William H. Lacy          For       For          Management
1.4   Elect Director Stephen A. Roell         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
7     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


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

JOS. A. BANK CLOTHIERS, INC.

Ticker:       JOSB           Security ID:  480838101
Meeting Date: JUN 17, 2011   Meeting Type: Annual
Record Date:  APR 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R. Neal Black            For       For          Management
1.2   Elect Director Robert N. Wildrick       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


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

KEY ENERGY SERVICES, INC.

Ticker:       KEG            Security ID:  492914106
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William D. Fertig        For       For          Management
1.2   Elect Director Robert K. Reeves         For       For          Management
1.3   Elect Director J. Robinson West         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


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

KRONOS WORLDWIDE, INC.

Ticker:       KRO            Security ID:  50105F105
Meeting Date: MAY 12, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Keith R. Coogan          For       For          Management
1.2   Elect Director Cecil H. Moore, Jr.      For       For          Management
1.3   Elect Director George E. Poston         For       For          Management
1.4   Elect Director Glenn R. Simmons         For       For          Management
1.5   Elect Director Harold C. Simmons        For       For          Management
1.6   Elect Director R. Gerald Turner         For       For          Management
1.7   Elect Director Steven L. Watson         For       For          Management
2     Increase Authorized Common Stock        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


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

LIBERTY MEDIA CORPORATION

Ticker:       LINTA          Security ID:  53071M708
Meeting Date: MAY 23, 2011   Meeting Type: Special
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Restructuring Plan of Liberty   For       For          Management
      Capital Tracking Stock
2     Approve Restructuring Plan of Liberty   For       For          Management
      Starz Tracking Stock


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

LPL INVESTMENT HOLDINGS, INC.

Ticker:       LPLA           Security ID:  50213H100
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 30, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark S. Casady           For       For          Management
1.2   Elect Director James S. Putnam          For       For          Management
1.3   Elect Director Richard W. Boyce         For       For          Management
1.4   Elect Director John J. Brennan          For       For          Management
1.5   Elect Director Erik D. Ragatz           For       For          Management
1.6   Elect Director James S. Riepe           For       For          Management
1.7   Elect Director Richard P. Schifter      For       For          Management
1.8   Elect Director Jeffrey E. Stiefler      For       For          Management
1.9   Elect Director Allen R. Thorpe          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


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

LYONDELLBASELL INDUSTRIES NV

Ticker:       LYB            Security ID:  N53745100
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  APR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Discussion on Company's Corporate       None      None         Management
      Governance Structure
3a    Elect J.S. Bindra as Class I Directors  For       For          Management
      to the Supervisory Board
3b    Reelect M. Carroll as Class I Directors For       For          Management
      to the Supervisory Board
3c    Reelect R. van der Meer as Class I      For       For          Management
      Directors to the Supervisory Board
4     Elect R. Buchanan as Class II Director  For       For          Management
      to the Supervisory Board
5     Elect J. Aigrain as Class III Director  For       For          Management
      to the Supervisory Board
6     Adopt Financial Statements and          For       For          Management
      Statutory Reports
7     Approve Discharge of Management Board   For       For          Management
8     Approve Discharge of Supervisory Board  For       For          Management
9     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
10    Approve Remuneration of Supervisory     For       For          Management
      Board
11    Amend Articles Re: Removal of           For       For          Management
      References to Class B Shares and
      Conversion into A Shares, Deletion of
      Provisions regarding Listing on New
      York Stock Exchange, and Legislative
      Changes in Dutch Law
12    Receive Explanation on Company's        None      None         Management
      Reserves and Dividend Policy
13    Approve Dividends of USD 0.10 Per Share For       For          Management
14    Advisory Vote to Approve Remuneration   For       For          Management
      Report Containing Remuneration Policy
      for Management Board Members
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Elect G. Gwin as Class II Director to   For       For          Management
      the Supervisory Board
17    Close Meeting                           None      None         Management


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

MANPOWER GROUP

Ticker:       MAN            Security ID:  56418H100
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  FEB 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Cari M. Dominguez        For       For          Management
1.2   Elect Director Roberto Mendoza          For       For          Management
1.3   Elect Director Elizabeth P. Sartain     For       For          Management
1.4   Elect Director Edward J. Zore           For       For          Management
1.5   Elect Director William Downe            For       For          Management
1.6   Elect Director Patricia A. Hemingway    For       For          Management
      Hall
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
6     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

MARVELL TECHNOLOGY GROUP LTD

Ticker:       MRVL           Security ID:  G5876H105
Meeting Date: JUL 08, 2010   Meeting Type: Annual
Record Date:  MAY 20, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Ta-lin Hsu as Director            For       For          Management
1b    Elect John G. Kassakian as Director     For       For          Management
2     Declassify the Board of Directors       For       For          Management
3     Adopt Simple Majority Vote for Election For       For          Management
      of Directors
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration


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

MASIMO CORPORATION

Ticker:       MASI           Security ID:  574795100
Meeting Date: JUN 01, 2011   Meeting Type: Annual
Record Date:  APR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven J. Barker         For       For          Management
1.2   Elect Director Sanford Fitch            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
5     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors


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

MCDERMOTT INTERNATIONAL, INC.

Ticker:       MDR            Security ID:  580037109
Meeting Date: MAY 06, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Bookout, III     For       For          Management
1.2   Elect Director Roger A. Brown           For       For          Management
1.3   Elect Director Stephen G. Hanks         For       For          Management
1.4   Elect Director Stephen M. Johnson       For       For          Management
1.5   Elect Director D. Bradley McWilliams    For       For          Management
1.6   Elect Director Thomas C. Schievelbein   For       For          Management
1.7   Elect Director Mary Shafer-Malicki      For       For          Management
1.8   Elect Director David A. Trice           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     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

METROPCS COMMUNICATIONS, INC.

Ticker:       PCS            Security ID:  591708102
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  APR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roger D. Linquist        For       For          Management
1.2   Elect Director Arthur C. Patterson      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     Ratify Auditors                         For       For          Management


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

MICROSEMI CORPORATION

Ticker:       MSCC           Security ID:  595137100
Meeting Date: JAN 19, 2011   Meeting Type: Annual
Record Date:  NOV 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James J. Peterson        For       For          Management
1.2   Elect Director Dennis R. Leibel         For       For          Management
1.3   Elect Director Thomas R. Anderson       For       For          Management
1.4   Elect Director William E. Bendush       For       For          Management
1.5   Elect Director William L. Healey        For       For          Management
1.6   Elect Director Paul F. Folino           For       For          Management
1.7   Elect Director Matthew E. Massengill    For       For          Management
2     Ratify Auditors                         For       For          Management


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

MONRO MUFFLER BRAKE, INC.

Ticker:       MNRO           Security ID:  610236101
Meeting Date: AUG 10, 2010   Meeting Type: Annual
Record Date:  JUN 22, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard A. Berenson      For       For          Management
1.2   Elect Director Donald Glickman          For       For          Management
1.3   Elect Director James Wilen              For       For          Management
1.4   Elect Director Elizabeth A. Wolszon     For       For          Management
1.5   Elect Director Robert E. Mellor         For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

NATIONAL OILWELL VARCO, INC.

Ticker:       NOV            Security ID:  637071101
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert E. Beauchamp      For       For          Management
2     Elect Director Jeffery A. Smisek        For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Declassify the Board of Directors       For       For          Management
7     Increase Authorized Common Stock        For       For          Management
8     Report on Political Contributions       Against   Against      Shareholder


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

NETAPP, INC.

Ticker:       NTAP           Security ID:  64110D104
Meeting Date: AUG 31, 2010   Meeting Type: Annual
Record Date:  JUL 06, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffry R. Allen          For       For          Management
1.2   Elect Director Alan L. Earhart          For       For          Management
1.3   Elect Director Thomas Georgens          For       For          Management
1.4   Elect Director Gerald Held              For       For          Management
1.5   Elect Director Nicholas G. Moore        For       For          Management
1.6   Elect Director T. Michael Nevens        For       For          Management
1.7   Elect Director George T. Shaheen        For       For          Management
1.8   Elect Director Robert T. Wall           For       For          Management
1.9   Elect Director Daniel J. Warmenhoven    For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Ratify Auditors                         For       For          Management


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

NETGEAR, INC.

Ticker:       NTGR           Security ID:  64111Q104
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Patrick C.S. Lo          For       For          Management
1.2   Elect Director Jocelyn E. Carter-Miller For       For          Management
1.3   Elect Director Ralph E. Faison          For       For          Management
1.4   Elect Director A. Timothy Godwin        For       For          Management
1.5   Elect Director Jef Graham               For       For          Management
1.6   Elect Director Linwood A. Lacy, Jr.     For       For          Management
1.7   Elect Director Gregory J. Rossmann      For       For          Management
1.8   Elect Director Julie A. Shimer          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


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

NORDSTROM, INC.

Ticker:       JWN            Security ID:  655664100
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Phyllis J. Campbell      For       For          Management
2     Elect Director Michelle M. Ebanks       For       For          Management
3     Elect Director Enrique Hernandez, Jr.   For       For          Management
4     Elect Director Robert G. Miller         For       For          Management
5     Elect Director Blake W. Nordstrom       For       For          Management
6     Elect Director Erik B. Nordstrom        For       For          Management
7     Elect Director Peter E. Nordstrom       For       For          Management
8     Elect Director Philip G. Satre          For       For          Management
9     Elect Director Felicia D. Thornton      For       For          Management
10    Elect Director B. Kevin Turner          For       For          Management
11    Elect Director Robert D. Walter         For       For          Management
12    Elect Director Alison A. Winter         For       For          Management
13    Amend Qualified Employee Stock Purchase For       For          Management
      Plan
14    Ratify Auditors                         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


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

OIL STATES INTERNATIONAL, INC.

Ticker:       OIS            Security ID:  678026105
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christopher T. Seaver    For       For          Management
1.2   Elect Director Douglas E. Swanson       For       For          Management
1.3   Elect Director Cindy B. Taylor          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


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

OMNIVISION TECHNOLOGIES, INC.

Ticker:       OVTI           Security ID:  682128103
Meeting Date: SEP 23, 2010   Meeting Type: Annual
Record Date:  JUL 26, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Shaw Hong                For       For          Management
2     Ratify Auditors                         For       For          Management


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

PAREXEL INTERNATIONAL CORPORATION

Ticker:       PRXL           Security ID:  699462107
Meeting Date: DEC 09, 2010   Meeting Type: Annual
Record Date:  OCT 15, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director A. Dana Callow, Jr.      For       For          Management
1.2   Elect Director Christopher J. Lindop    For       For          Management
1.3   Elect Director Josef H. von Rickenbach  For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


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

PATTERSON-UTI ENERGY, INC.

Ticker:       PTEN           Security ID:  703481101
Meeting Date: JUN 08, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark S. Siegel           For       For          Management
1.2   Elect Director Kenneth N. Berns         For       For          Management
1.3   Elect Director Charles O. Buckner       For       For          Management
1.4   Elect Director Curtis W. Huff           For       For          Management
1.5   Elect Director Terry H. Hunt            For       For          Management
1.6   Elect Director Kenneth R. Peak          For       For          Management
1.7   Elect Director Cloyce A. Talbott        For       For          Management
2     Amend Omnibus Stock Plan                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     Ratify Auditors                         For       For          Management


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

PIER 1 IMPORTS, INC

Ticker:       PIR            Security ID:  720279108
Meeting Date: JUN 28, 2011   Meeting Type: Annual
Record Date:  APR 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Claire H. Babrowski      For       For          Management
2     Elect Director John H. Burgoyne         For       For          Management
3     Elect Director Hamish A. Dodds          For       For          Management
4     Elect Director Michael R. Ferrari       For       For          Management
5     Elect Director Brendan L. Hoffman       For       For          Management
6     Elect Director Terry E. London          For       For          Management
7     Elect Director Alexander W. Smith       For       For          Management
8     Elect Director Cece Smith               For       For          Management
9     Amend Omnibus Stock Plan                For       For          Management
10    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
12    Ratify Auditors                         For       For          Management


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

PLANTRONICS, INC.

Ticker:       PLT            Security ID:  727493108
Meeting Date: JUL 27, 2010   Meeting Type: Annual
Record Date:  JUN 01, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marv Tseu                For       For          Management
1.2   Elect Director Ken Kannappan            For       For          Management
1.3   Elect Director Brian Dexheimer          For       For          Management
1.4   Elect Director Gregg Hammann            For       For          Management
1.5   Elect Director John Hart                For       For          Management
1.6   Elect Director Marshall Mohr            For       For          Management
1.7   Elect Director Roger Wery               For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management


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

POLYONE CORPORATION

Ticker:       POL            Security ID:  73179P106
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Douglas Campbell      For       For          Management
1.2   Elect Director Carol A. Cartwright      For       For          Management
1.3   Elect Director Richard H. Fearon        For       For          Management
1.4   Elect Director Gordon D. Harnett        For       For          Management
1.5   Elect Director Richard A. Lorraine      For       For          Management
1.6   Elect Director Edward J. Mooney         For       For          Management
1.7   Elect Director Stephen D. Newlin        For       For          Management
1.8   Elect Director William H. Powell        For       For          Management
1.9   Elect Director Farah M. Walters         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


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

POTASH CORPORATION OF SASKATCHEWAN INC.

Ticker:       POT            Security ID:  73755L107
Meeting Date: MAY 12, 2011   Meeting Type: Annual/Special
Record Date:  MAR 16, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. M. Burley             For       For          Management
1.2   Elect Director W. J. Doyle              For       For          Management
1.3   Elect Director J. W. Estey              For       For          Management
1.4   Elect Director C. S. Hoffman            For       For          Management
1.5   Elect Director D. J. Howe               For       For          Management
1.6   Elect Director A. D. Laberge            For       For          Management
1.7   Elect Director K. G. Martell            For       For          Management
1.8   Elect Director J. J. McCaig             For       For          Management
1.9   Elect Director M. Mogford               For       For          Management
1.10  Elect Director P. J. Schoenhals         For       For          Management
1.11  Elect Director E. R. Stromberg          For       For          Management
1.12  Elect Director E. Viyella de Paliza     For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Approve 2011 Performance Option Plan    For       For          Management
4     Advisory Vote on Executive Compensation For       For          Management
      Approach


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

REGAL ENTERTAINMENT GROUP

Ticker:       RGC            Security ID:  758766109
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen A. Kaplan        For       For          Management
1.2   Elect Director Jack Tyrrell             For       For          Management
1.3   Elect Director Nestor R. Weigand, Jr.   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


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

ROBERT HALF INTERNATIONAL INC.

Ticker:       RHI            Security ID:  770323103
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew S. Berwick, Jr.   For       For          Management
1.2   Elect Director Edward W. Gibbons        For       For          Management
1.3   Elect Director Harold M. Messmer, Jr.   For       For          Management
1.4   Elect Director Barbara J. Novogradac    For       For          Management
1.5   Elect Director Robert J. Pace           For       For          Management
1.6   Elect Director Frederick A. Richman     For       For          Management
1.7   Elect Director M. Keith Waddell         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

SANDRIDGE ENERGY, INC.

Ticker:       SD             Security ID:  80007P307
Meeting Date: JUN 03, 2011   Meeting Type: Annual
Record Date:  APR 06, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Roy T. Oliver            For       For          Management
1.2   Elect Director Tom L. Ward              For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years


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

SEI INVESTMENTS COMPANY

Ticker:       SEIC           Security ID:  784117103
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAR 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kathryn M. McCarthy      For       For          Management
1.2   Elect Director Sarah W. Blumenstein     For       For          Management
2     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   None      One Year     Management
4     Ratify Auditors                         For       For          Management


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

SIGNATURE BANK

Ticker:       SBNY           Security ID:  82669G104
Meeting Date: APR 28, 2011   Meeting Type: Annual
Record Date:  MAR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Scott A. Shay            For       For          Management
1.2   Elect Director Joseph J. Depaolo        For       For          Management
1.3   Elect Director Alfred B. Delbello       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


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

STILLWATER MINING COMPANY

Ticker:       SWC            Security ID:  86074Q102
Meeting Date: MAY 03, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Craig L. Fuller          For       For          Management
1.2   Elect Director Patrick M. James         For       For          Management
1.3   Elect Director Steven S. Lucas          For       For          Management
1.4   Elect Director Michael S. Parrett       For       For          Management
1.5   Elect Director Francis R. McAllister    For       For          Management
1.6   Elect Director Sheryl K. Pressler       For       For          Management
1.7   Elect Director Michael Schiavone        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     Authorize New Class of Preferred Stock  For       For          Management


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

TALEO CORPORATION

Ticker:       TLEO           Security ID:  87424N104
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  MAR 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Patrick Gross            For       For          Management
1.2   Elect Director Jeffrey Schwartz         For       For          Management
1.3   Elect Director Jeffrey Stiefler         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


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

TEMPUR-PEDIC INTERNATIONAL INC.

Ticker:       TPX            Security ID:  88023U101
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Evelyn S. Dilsaver       For       For          Management
2     Elect Director Frank Doyle              For       For          Management
3     Elect Director John A. Heil             For       For          Management
4     Elect Director Peter K. Hoffman         For       For          Management
5     Elect Director Paul Judge               For       For          Management
6     Elect Director Nancy F. Koehn           For       For          Management
7     Elect Director Christopher A. Masto     For       For          Management
8     Elect Director P. Andrews Mclane        For       For          Management
9     Elect Director Mark Sarvary             For       For          Management
10    Elect Director Robert B. Trussell, Jr.  For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
13    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

TEXTAINER GROUP HOLDINGS LTD

Ticker:       TGH            Security ID:  G8766E109
Meeting Date: MAY 17, 2011   Meeting Type: Annual
Record Date:  APR 11, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Reelect Neil I. Jowell as Director      For       For          Management
1b    Reelect Cecil Jowell as Director        For       For          Management
1c    Reelect David M. Nurek as Director      For       For          Management
2     Accept Financial Statements and         For       For          Management
      Statutory Reports
3     Reappoint KPMG LLP as Auditors and      For       For          Management
      Authorize Board to Fix Their
      Remuneration
4     Transact Other Business (Non-Voting)    None      None         Management


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

THE DRESS BARN, INC.

Ticker:       ASNA           Security ID:  261570105
Meeting Date: DEC 17, 2010   Meeting Type: Annual
Record Date:  OCT 08, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Formation of Holding Company    For       For          Management
2.1   Elect Director Elliot S. Jaffe          For       For          Management
2.2   Elect Director Michael W. Rayden        For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

THE TIMKEN COMPANY

Ticker:       TKR            Security ID:  887389104
Meeting Date: MAY 10, 2011   Meeting Type: Annual
Record Date:  FEB 22, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John M. Ballbach         For       For          Management
1.2   Elect Director Phillip R. Cox           For       For          Management
1.3   Elect Director Ward J. Timken, Jr       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote on Say on Pay Frequency   Three     Three Years  Management
                                              Years
5     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation


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

THE WALT DISNEY COMPANY

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 23, 2011   Meeting Type: Annual
Record Date:  JAN 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Susan E. Arnold          For       For          Management
2     Elect Director John E. Bryson           For       For          Management
3     Elect Director John S. Chen             For       For          Management
4     Elect Director Judith L. Estrin         For       For          Management
5     Elect Director Robert A. Iger           For       For          Management
6     Elect Director Steven P. Jobs           For       For          Management
7     Elect Director Fred H. Langhammer       For       For          Management
8     Elect Director Aylwin B. Lewis          For       For          Management
9     Elect Director Monica C. Lozano         For       For          Management
10    Elect Director Robert W. Matschullat    For       For          Management
11    Elect Director John E. Pepper, Jr.      For       For          Management
12    Elect Director Sheryl Sandberg          For       For          Management
13    Elect Director Orin C. Smith            For       For          Management
14    Ratify Auditors                         For       For          Management
15    Approve Omnibus Stock Plan              For       For          Management
16    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
17    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
18    Prohibit Retesting Performance Goals    Against   Against      Shareholder


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

THOMAS & BETTS CORPORATION

Ticker:       TNB            Security ID:  884315102
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael L. Ducker        For       For          Management
1.2   Elect Director Jeananne K. Hauswald     For       For          Management
1.3   Elect Director Dean Jernigan            For       For          Management
1.4   Elect Director Ronald B. Kalich, Sr.    For       For          Management
1.5   Elect Director Kenneth R. Masterson     For       For          Management
1.6   Elect Director Dominic J. Pileggi       For       For          Management
1.7   Elect Director Jean-Paul Richard        For       For          Management
1.8   Elect Director Rufus H. Rivers          For       For          Management
1.9   Elect Director Kevin L. Roberg          For       For          Management
1.10  Elect Director David D. Stevens         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


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

TRANSDIGM GROUP INCORPORATED

Ticker:       TDG            Security ID:  893641100
Meeting Date: MAR 03, 2011   Meeting Type: Annual
Record Date:  JAN 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sean P. Hennessy         For       For          Management
1.2   Elect Director Douglas W. Peacock       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Two Years Two Years    Management
5     Ratify Auditors                         For       For          Management


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

TRW AUTOMOTIVE HOLDINGS CORP.

Ticker:       TRW            Security ID:  87264S106
Meeting Date: MAY 18, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Francois J. Castaing     For       For          Management
1.2   Elect Director Michael R. Gambrell      For       For          Management
1.3   Elect Director Paul H. O'neill          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


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

UNITED RENTALS, INC.

Ticker:       URI            Security ID:  911363109
Meeting Date: MAY 11, 2011   Meeting Type: Annual
Record Date:  MAR 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jenne K. Britell         For       For          Management
2     Elect Director Jose B. Alvarez          For       For          Management
3     Elect Director Howard L. Clark, Jr.     For       For          Management
4     Elect Director Bobby J. Griffin         For       For          Management
5     Elect Director Michael J. Kneeland      For       For          Management
6     Elect Director Singleton B. McAllister  For       For          Management
7     Elect Director Brian D. McAuley         For       For          Management
8     Elect Director John S. McKinney         For       For          Management
9     Elect Director Jason D. Papastavrou     For       For          Management
10    Elect Director Filippo Passerini        For       For          Management
11    Elect Director Keith Wimbush            For       For          Management
12    Ratify Auditors                         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


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

VOLCANO CORPORATION

Ticker:       VOLC           Security ID:  928645100
Meeting Date: MAY 02, 2011   Meeting Type: Annual
Record Date:  MAR 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael J. Coyle         For       For          Management
1.2   Elect Director Roy T. Tanaka            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

WESTLAKE CHEMICAL CORPORATION

Ticker:       WLK            Security ID:  960413102
Meeting Date: MAY 20, 2011   Meeting Type: Annual
Record Date:  APR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dorothy C. Jenkins       For       For          Management
1.2   Elect Director Max L. Lukens            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     Ratify Auditors                         For       For          Management


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

WILLIAMS-SONOMA, INC.

Ticker:       WSM            Security ID:  969904101
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Laura J. Alber           For       For          Management
1.2   Elect Director Adrian D.P. Bellamy      For       For          Management
1.3   Elect Director Patrick J. Connolly      For       For          Management
1.4   Elect Director Adrian T. Dillon         For       For          Management
1.5   Elect Director Anthony A. Greener       For       For          Management
1.6   Elect Director Ted W. Hall              For       For          Management
1.7   Elect Director Michael R. Lynch         For       For          Management
1.8   Elect Director Sharon L McCollam        For       For          Management
2     Change State of Incorporation [from     For       For          Management
      California to Delaware]
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
6     Ratify Auditors                         For       For          Management


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

ZUMIEZ INC.

Ticker:       ZUMZ           Security ID:  989817101
Meeting Date: MAY 25, 2011   Meeting Type: Annual
Record Date:  MAR 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas D. Campion        For       For          Management
2     Elect Director Sarah G. Mccoy           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
5     Ratify Auditors                         For       For          Management



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.


(Registrant) Brandywine Fund, Inc.


By (Signature and Title)* /s/ David D. Marky
               David D. Marky, Vice President
               Principal Executive Officer


Date August 23, 2011

* Print the name and title of each signing officer under his or her signature.


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