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

ICA File Number: 811-06221
Reporting Period: 07/01/2010 - 06/30/2011
Brandywine Blue 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


811-06221
Investment Company Act file


Brandywine Blue 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 ADVISORS MIDCAP GROWTH 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


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

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


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

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


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

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


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

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


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

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


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

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


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

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


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

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


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

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


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

CERNER CORPORATION

Ticker:       CERN           Security ID:  156782104
Meeting Date: MAY 27, 2011   Meeting Type: Annual
Record Date:  APR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Denis A. Cortese         For       For          Management
2     Elect Director John C. Danforth         For       For          Management
3     Elect Director Neal L. Patterson        For       For          Management
4     Elect Director William D. Zollars       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
8     Approve Omnibus Stock Plan              For       For          Management
9     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
10    Increase Authorized Common Stock        For       For          Management
11    Eliminate Class of Preferred Stock      For       For          Management


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

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

Ticker:       CPW            Security ID:  M22465104
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  APR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Gil Shwed as Director             For       For          Management
1.2   Elect Marius Nacht as Director          For       For          Management
1.3   Elect Jerry Ungerman as Director        For       For          Management
1.4   Elect Dan Propper as Director           For       For          Management
1.5   Elect David Rubner as Director          For       For          Management
1.6   Elect Tal Shavit as Director            For       For          Management
2.1   Elect Ray Rothrock as External Director For       For          Management
2.2   Elect Irwin Federman as External        For       For          Management
      Director
3     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration
4     Amend Compensation of Directors         For       For          Management
5     Approve Grant of Options to Executive   For       For          Management
      Director


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

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


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

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


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

CONSOL ENERGY INC.

Ticker:       CNX            Security ID:  20854P109
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Brett Harvey          For       For          Management
1.2   Elect Director John Whitmire            For       For          Management
1.3   Elect Director Philip W. Baxter         For       For          Management
1.4   Elect Director James E. Altmeyer, Sr.   For       For          Management
1.5   Elect Director William E. Davis         For       For          Management
1.6   Elect Director Raj K. Gupta             For       For          Management
1.7   Elect Director Patricia A. Hammick      For       For          Management
1.8   Elect Director David C. Hardesty, Jr.   For       For          Management
1.9   Elect Director John T. Mills            For       For          Management
1.10  Elect Director William P. Powell        For       For          Management
1.11  Elect Director Joseph T. Williams       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Two Years Two Years    Management


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

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


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

DOLBY LABORATORIES, INC.

Ticker:       DLB            Security ID:  25659T107
Meeting Date: FEB 02, 2011   Meeting Type: Annual
Record Date:  DEC 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin Yeaman             For       For          Management
1.2   Elect Director Peter Gotcher            For       For          Management
1.3   Elect Director David Dolby              For       For          Management
1.4   Elect Director Nicholas Donatiello, Jr  For       For          Management
1.5   Elect Director Ted W. Hall              For       For          Management
1.6   Elect Director Bill Jasper              For       For          Management
1.7   Elect Director Sanford Robertson        For       For          Management
1.8   Elect Director Roger Siboni             For       For          Management
1.9   Elect Director Avadis Tevanian, 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   Two Years Two Years    Management
5     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


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

FLEXTRONICS INTERNATIONAL LTD.

Ticker:       FLEX           Security ID:  Y2573F102
Meeting Date: JUL 23, 2010   Meeting Type: Annual/Special
Record Date:  JUN 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect H. Raymond Bingham as a         For       For          Management
      Director
2     Reelect Willy C. Shih as a Director     For       For          Management
3     Reappoint Deloitte & Touche LLP as      For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
4     Approve Issuance of Shares without      For       For          Management
      Preemptive Rights
5     Approve the Adoption of the Flextronics For       For          Management
      International Ltd. 2010 Equity
      Incentive Plan
6     Authorize Share Repurchase Program      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


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

GOODRICH CORPORATION

Ticker:       GR             Security ID:  382388106
Meeting Date: APR 19, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carolyn Corvi            For       For          Management
1.2   Elect Director Diane C. Creel           For       For          Management
1.3   Elect Director Harris E. Deloach, Jr.   For       For          Management
1.4   Elect Director James W. Griffith        For       For          Management
1.5   Elect Director William R. Holland       For       For          Management
1.6   Elect Director John P. Jumper           For       For          Management
1.7   Elect Director Marshall O. Larsen       For       For          Management
1.8   Elect Director Lloyd W. Newton          For       For          Management
1.9   Elect Director Alfred M. Rankin, Jr.    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve 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


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

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


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

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


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

INVESCO LTD.

Ticker:       IVZ            Security ID:  G491BT108
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Rex D. Adams             For       For          Management
1.2   Elect Director John Banham              For       For          Management
1.3   Elect Director Denis Kessler            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 Omnibus Stock Plan              For       For          Management
5     Ratify Ernst & Young LLP as Auditors    For       For          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


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

JOY GLOBAL INC.

Ticker:       JOYG           Security ID:  481165108
Meeting Date: MAR 08, 2011   Meeting Type: Annual
Record Date:  JAN 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Gerard         For       For          Management
1.2   Elect Director John Nils Hanson         For       For          Management
1.3   Elect Director Ken C. Johnsen           For       For          Management
1.4   Elect Director Gale E. Klappa           For       For          Management
1.5   Elect Director Richard B. Loynd         For       For          Management
1.6   Elect Director P. Eric Siegert          For       For          Management
1.7   Elect Director Michael W. Sutherlin     For       For          Management
1.8   Elect Director James H. Tate            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     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan


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

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


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

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


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

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


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

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


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

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


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

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


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

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


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

ROYAL CARIBBEAN CRUISES LTD.

Ticker:       RCL            Security ID:  V7780T103
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Laura D.B. Laviada as Director    For       For          Management
2     Elect Eyal M. Ofer as Director          For       For          Management
3     Elect William K. Relly as Director      For       For          Management
4     Elect A. Alexander Wihelmsen as         For       For          Management
      Director
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
7     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
8     Advisory Vote to Ratify Directors'      Against   Against      Shareholder
      Compensation


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

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


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

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


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

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


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

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


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

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




============================= BRANDYWINE BLUE FUND =============================


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


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

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


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

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


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

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


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

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


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

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


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

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


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

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


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

CERNER CORPORATION

Ticker:       CERN           Security ID:  156782104
Meeting Date: MAY 27, 2011   Meeting Type: Annual
Record Date:  APR 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Denis A. Cortese         For       For          Management
2     Elect Director John C. Danforth         For       For          Management
3     Elect Director Neal L. Patterson        For       For          Management
4     Elect Director William D. Zollars       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
8     Approve Omnibus Stock Plan              For       For          Management
9     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
10    Increase Authorized Common Stock        For       For          Management
11    Eliminate Class of Preferred Stock      For       For          Management


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

CHECK POINT SOFTWARE TECHNOLOGIES LTD.

Ticker:       CPW            Security ID:  M22465104
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  APR 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Gil Shwed as Director             For       For          Management
1.2   Elect Marius Nacht as Director          For       For          Management
1.3   Elect Jerry Ungerman as Director        For       For          Management
1.4   Elect Dan Propper as Director           For       For          Management
1.5   Elect David Rubner as Director          For       For          Management
1.6   Elect Tal Shavit as Director            For       For          Management
2.1   Elect Ray Rothrock as External Director For       For          Management
2.2   Elect Irwin Federman as External        For       For          Management
      Director
3     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration
4     Amend Compensation of Directors         For       For          Management
5     Approve Grant of Options to Executive   For       For          Management
      Director


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

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


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

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

Ticker:       CTSH           Security ID:  192446102
Meeting Date: JUN 02, 2011   Meeting Type: Annual
Record Date:  APR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert W. Howe           For       For          Management
2     Elect Director Robert E. Weissman       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     Increase Authorized Common Stock        For       For          Management
6     Reduce Supermajority Vote Requirement   For       For          Management
7     Reduce Supermajority Vote Requirement   For       For          Management
8     Ratify Auditors                         For       For          Management


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

CONSOL ENERGY INC.

Ticker:       CNX            Security ID:  20854P109
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 18, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Brett Harvey          For       For          Management
1.2   Elect Director John Whitmire            For       For          Management
1.3   Elect Director Philip W. Baxter         For       For          Management
1.4   Elect Director James E. Altmeyer, Sr.   For       For          Management
1.5   Elect Director William E. Davis         For       For          Management
1.6   Elect Director Raj K. Gupta             For       For          Management
1.7   Elect Director Patricia A. Hammick      For       For          Management
1.8   Elect Director David C. Hardesty, Jr.   For       For          Management
1.9   Elect Director John T. Mills            For       For          Management
1.10  Elect Director William P. Powell        For       For          Management
1.11  Elect Director Joseph T. Williams       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   Two Years Two Years    Management


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

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


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

DOLBY LABORATORIES, INC.

Ticker:       DLB            Security ID:  25659T107
Meeting Date: FEB 02, 2011   Meeting Type: Annual
Record Date:  DEC 13, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin Yeaman             For       For          Management
1.2   Elect Director Peter Gotcher            For       For          Management
1.3   Elect Director David Dolby              For       For          Management
1.4   Elect Director Nicholas Donatiello, Jr  For       For          Management
1.5   Elect Director Ted W. Hall              For       For          Management
1.6   Elect Director Bill Jasper              For       For          Management
1.7   Elect Director Sanford Robertson        For       For          Management
1.8   Elect Director Roger Siboni             For       For          Management
1.9   Elect Director Avadis Tevanian, 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   Two Years Two Years    Management
5     Ratify Auditors                         For       For          Management


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

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


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

EXPRESS SCRIPTS, INC.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: MAY 04, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary G. Benanav          For       For          Management
1.2   Elect Director Maura C. Breen           For       For          Management
1.3   Elect Director Nicholas J. LaHowchic    For       For          Management
1.4   Elect Director Thomas P. Mac Mahon      For       For          Management
1.5   Elect Director Frank Mergenthaler       For       For          Management
1.6   Elect Director Woodrow A. Myers Jr.     For       For          Management
1.7   Elect Director John O. Parker, Jr.      For       For          Management
1.8   Elect Director George Paz               For       For          Management
1.9   Elect Director Samuel K. Skinner        For       For          Management
1.10  Elect Director Seymour Sternberg        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Provide Right to Call Special Meeting   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     Approve Omnibus Stock Plan              For       For          Management
7     Report on Political Contributions       Against   Against      Shareholder


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

FLEXTRONICS INTERNATIONAL LTD.

Ticker:       FLEX           Security ID:  Y2573F102
Meeting Date: JUL 23, 2010   Meeting Type: Annual/Special
Record Date:  JUN 10, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reelect H. Raymond Bingham as a         For       For          Management
      Director
2     Reelect Willy C. Shih as a Director     For       For          Management
3     Reappoint Deloitte & Touche LLP as      For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
4     Approve Issuance of Shares without      For       For          Management
      Preemptive Rights
5     Approve the Adoption of the Flextronics For       For          Management
      International Ltd. 2010 Equity
      Incentive Plan
6     Authorize Share Repurchase Program      For       For          Management


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

GOODRICH CORPORATION

Ticker:       GR             Security ID:  382388106
Meeting Date: APR 19, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carolyn Corvi            For       For          Management
1.2   Elect Director Diane C. Creel           For       For          Management
1.3   Elect Director Harris E. Deloach, Jr.   For       For          Management
1.4   Elect Director James W. Griffith        For       For          Management
1.5   Elect Director William R. Holland       For       For          Management
1.6   Elect Director John P. Jumper           For       For          Management
1.7   Elect Director Marshall O. Larsen       For       For          Management
1.8   Elect Director Lloyd W. Newton          For       For          Management
1.9   Elect Director Alfred M. Rankin, Jr.    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve 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


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

HALLIBURTON COMPANY

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 19, 2011   Meeting Type: Annual
Record Date:  MAR 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alan M. Bennett          For       For          Management
2     Elect Director James R. Boyd            For       For          Management
3     Elect Director Milton Carroll           For       For          Management
4     Elect Director Nance K. Dicciani        For       For          Management
5     Elect Director S. Malcolm Gillis        For       For          Management
6     Elect Director Abdallah S. Jum'ah       For       For          Management
7     Elect Director David J. Lesar           For       For          Management
8     Elect Director Robert A. Malone         For       For          Management
9     Elect Director J Landis Martin          For       For          Management
10    Elect Director Debra L. Reed            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
14    Review and Assess Human Rights Policies Against   Against      Shareholder
15    Report on Political Contributions       Against   Against      Shareholder


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

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


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

INVESCO LTD.

Ticker:       IVZ            Security ID:  G491BT108
Meeting Date: MAY 26, 2011   Meeting Type: Annual
Record Date:  MAR 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Rex D. Adams             For       For          Management
1.2   Elect Director John Banham              For       For          Management
1.3   Elect Director Denis Kessler            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 Omnibus Stock Plan              For       For          Management
5     Ratify Ernst & Young LLP as Auditors    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


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

JOY GLOBAL INC.

Ticker:       JOYG           Security ID:  481165108
Meeting Date: MAR 08, 2011   Meeting Type: Annual
Record Date:  JAN 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steven L. Gerard         For       For          Management
1.2   Elect Director John Nils Hanson         For       For          Management
1.3   Elect Director Ken C. Johnsen           For       For          Management
1.4   Elect Director Gale E. Klappa           For       For          Management
1.5   Elect Director Richard B. Loynd         For       For          Management
1.6   Elect Director P. Eric Siegert          For       For          Management
1.7   Elect Director Michael W. Sutherlin     For       For          Management
1.8   Elect Director James H. Tate            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     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan


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

LINEAR TECHNOLOGY CORPORATION

Ticker:       LLTC           Security ID:  535678106
Meeting Date: NOV 03, 2010   Meeting Type: Annual
Record Date:  SEP 07, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert H. Swanson, Jr.   For       For          Management
1.2   Elect Director Lothar Maier             For       For          Management
1.3   Elect Director Arthur C. Agnos          For       For          Management
1.4   Elect Director John J. Gordon           For       For          Management
1.5   Elect Director David S. Lee             For       For          Management
1.6   Elect Director Richard M. Moley         For       For          Management
1.7   Elect Director Thomas S. Volpe          For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


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

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


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

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


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

MCKESSON CORPORATION

Ticker:       MCK            Security ID:  58155Q103
Meeting Date: JUL 28, 2010   Meeting Type: Annual
Record Date:  JUN 01, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Andy D. Bryant           For       For          Management
2     Elect Director Wayne A. Budd            For       For          Management
3     Elect Director John H. Hammergren       For       For          Management
4     Elect Director Alton F. Irby III        For       For          Management
5     Elect Director M. Christine Jacobs      For       For          Management
6     Elect Director Marie L. Knowles         For       For          Management
7     Elect Director David M. Lawrence        For       For          Management
8     Elect Director Edward A. Mueller        For       For          Management
9     Elect Director Jane E. Shaw             For       For          Management
10    Amend Omnibus Stock Plan                For       For          Management
11    Amend Executive Incentive Bonus Plan    For       For          Management
12    Ratify Auditors                         For       For          Management
13    Stock Retention/Holding Period          Against   Against      Shareholder
14    Report on Pay Disparity                 Against   Against      Shareholder


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

MOTOROLA SOLUTIONS, INC.

Ticker:       MSI            Security ID:  620076307
Meeting Date: MAY 02, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gregory Q. Brown         For       For          Management
2     Elect Director William J. Bratton       For       For          Management
3     Elect Director David W. Dorman          For       For          Management
4     Elect Director Michael V. Hayden        For       For          Management
5     Elect Director Vincent J. Intrieri      For       For          Management
6     Elect Director Judy C. Lewent           For       For          Management
7     Elect Director Samuel C. Scott III      For       For          Management
8     Elect Director John A. White            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
11    Amend Omnibus Stock Plan                For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Human Rights Policies             Against   Against      Shareholder


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

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


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

NOBLE ENERGY, INC.

Ticker:       NBL            Security ID:  655044105
Meeting Date: APR 26, 2011   Meeting Type: Annual
Record Date:  MAR 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey L. Berenson      For       For          Management
2     Elect Director Michael A. Cawley        For       For          Management
3     Elect Director Edward F. Cox            For       For          Management
4     Elect Director Charles D. Davidson      For       For          Management
5     Elect Director Thomas J. Edelman        For       For          Management
6     Elect Director Eric P. Grubman          For       For          Management
7     Elect Director Kirby L. Hedrick         For       For          Management
8     Elect Director Scott D. Urban           For       For          Management
9     Elect Director William T. Van Kleef     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
13    Amend Omnibus Stock Plan                For       For          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


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

ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 06, 2010   Meeting Type: Annual
Record Date:  AUG 09, 2010

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       For          Management
1.2   Elect Director H. Raymond Bingham       For       For          Management
1.3   Elect Director Michael J. Boskin        For       For          Management
1.4   Elect Director Safra A. Catz            For       For          Management
1.5   Elect Director Bruce R. Chizen          For       For          Management
1.6   Elect Director George H. Conrades       For       For          Management
1.7   Elect Director Lawrence J. Ellison      For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       For          Management
1.9   Elect Director Jeffrey O. Henley        For       For          Management
1.10  Elect Director Mark V. Hurd             For       For          Management
1.11  Elect Director Donald L. Lucas          For       For          Management
1.12  Elect Director Naomi O. Seligman        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
5     Establish Board Committee on            Against   Against      Shareholder
      Sustainability
6     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors
7     Stock Retention/Holding Period          Against   Against      Shareholder


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

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


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

ROYAL CARIBBEAN CRUISES LTD.

Ticker:       RCL            Security ID:  V7780T103
Meeting Date: MAY 24, 2011   Meeting Type: Annual
Record Date:  MAR 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Laura D.B. Laviada as Director    For       For          Management
2     Elect Eyal M. Ofer as Director          For       For          Management
3     Elect William K. Relly as Director      For       For          Management
4     Elect A. Alexander Wihelmsen as         For       For          Management
      Director
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
7     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
8     Advisory Vote to Ratify Directors'      Against   Against      Shareholder
      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


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

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


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

UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  FEB 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew H. Card, Jr.      For       For          Management
1.2   Elect Director Erroll B. Davis, Jr.     For       For          Management
1.3   Elect Director Thomas J. Donohue        For       For          Management
1.4   Elect Director Archie W. Dunham         For       For          Management
1.5   Elect Director Judith Richards Hope     For       For          Management
1.6   Elect Director Charles C. Krulak        For       For          Management
1.7   Elect Director Michael R. McCarthy      For       For          Management
1.8   Elect Director Michael W. McConnell     For       For          Management
1.9   Elect Director Thomas F. McLarty III    For       For          Management
1.10  Elect Director Steven R. Rogel          For       For          Management
1.11  Elect Director Jose H. Villarreal       For       For          Management
1.12  Elect Director James R. Young           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
5a    Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Preference Rights of
      Preferred Stock
5b    Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Removal of Directors
5c    Reduce Supermajority Vote Requirement   For       For          Management
      Relating to Amendments to Authorized
      Capital Stock
6     Require Independent Board Chairman      Against   Against      Shareholder


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 05, 2011   Meeting Type: Annual
Record Date:  MAR 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Carrion       For       For          Management
2     Elect Director M. Frances Keeth         For       For          Management
3     Elect Director Robert W. Lane           For       For          Management
4     Elect Director Lowell C. Mcadam         For       For          Management
5     Elect Director Sandra O. Moose          For       For          Management
6     Elect Director Joseph Neubauer          For       For          Management
7     Elect Director Donald T. Nicolaisen     For       For          Management
8     Elect Director Clarence Otis, Jr.       For       For          Management
9     Elect Director Hugh B. Price            For       For          Management
10    Elect Director Ivan G. Seidenberg       For       For          Management
11    Elect Director Rodney E. Slater         For       For          Management
12    Elect Director John W. Snow             For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named Executive For       For          Management
      Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
16    Disclose Prior Government Service       Against   Against      Shareholder
17    Performance-Based Equity Awards         Against   Against      Shareholder
18    Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting
19    Amend Articles/Bylaws/Charter -- Call   Against   Against      Shareholder
      Special Meetings

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 Blue 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