================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM N-PX

                  ANNUAL REPORT OF PROXY RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-09060


                           HOLLAND SERIES FUND, INC.
               -------------------------------------------------
               (Exact name of registrant as specified in charter)

                                375 Park Avenue
                               New York, NY 10152

(Address of principal executive offices)   Copy to:

Michael Holland                            David James, Esq.
President and Treasurer                    State Street Bank and Trust Company
Holland Series Fund, Inc.                  4 Copley Pace, 5th Floor
375 Park Avenue                            Boston, Massachusetts 02116
New York, New York 10152
                                           and

                                           Timothy Diggins, Esq.
                                           Ropes & Gray
                                           Prudential Tower
                                           800 Boylston Street
                                           Boston, Massachusetts 02119-3600

                    --------------------------------------
                    (Name and address of agent for service)

Registrant's telephone number, including area code: 800-304-6552

Date of fiscal year end: September 30

Date of reporting period: July 1, 2010 - June 30, 2011
================================================================================


ITEM 1.  PROXY VOTING RECORD



                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
3M CO.                          MMM      88579Y101  05/10/11  PROPOSAL 1: Election of Directors  Issuer           For All    For
                                                              1.A Linda G. Alvarado
                                                              1.B George W. Buckley
                                                              1.C Vance D. Coffman
                                                              1.D Michael L. Eskew
                                                              1.E W. James Farrell
                                                              1.F Herbert L. Henkel
                                                              1.G Edward M. Liddy
                                                              1.H Robert S. Morrison
                                                              1.I Aulana L. Peters
                                                              1.J Robert J. Ulrich

                                                              PROPOSAL 2: To Ratify the          Issuer           For        For
                                                              Appointment of
                                                              PricewaterhouseCoopers LLP as
                                                              3M's Independent Registered
                                                              Public Accounting Firm

                                                              PROPOSAL 3: An Advisory Vote on    Issuer           For        For
                                                              Executive Compensation

                                                              PROPOSAL 4: An Advisory Vote on    Issuer           1 Year     1 Year
                                                              the Frequency of Advisory Votes
                                                              on Executive Compensation






                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
                                                              PROPOSAL 5: Stockholder Proposal   Security Holder  Against    Against
                                                              on Political Contributions

AMERICAN EXPRESS CO.            AXP      025816109  05/02/11  PROPOSAL 1: Election of Directors  Issuer           For All    For
                                                              1) D.F. Akerson
                                                              2) C. Barshefsky
                                                              3) U.M. Burns
                                                              4) K.I. Chenault
                                                              5) P. Chernin
                                                              6) J. Leonsis
                                                              7) J. Leschly
                                                              8) R.C. Levin
                                                              9) R.A. McGinn
                                                              10) E.D. Miller
                                                              11) S.S. Reinemund
                                                              12) R.D. Walter
                                                              13) R.A. Williams

                                                              PROPOSAL 2: Ratification of        Issuer           For        For
                                                              Appointment of
                                                              PricewaterhouseCoopers LLP as our
                                                              Independent Registered Public
                                                              Accounting Firm for 2011

                                                              PROPOSAL 3: Advisory Vote on       Issuer           For        For
                                                              Executive Compensation

                                                              PROPOSAL 4: Advisory Vote on       Issuer           1 Year     1 Year
                                                              Frequency of Advisory Executive
                                                              Compensation Vote

                                                              PROPOSAL 5: Shareholder Proposal   Security Holder  Against    Against
                                                              Relating to Cumulative Voting for
                                                              Directors

                                                              PROPOSAL 6: Shareholder Proposal   Security Holder  Against    Against
                                                              Relating to the Calling of
                                                              Special Shareholder Meetings






                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
BERKSHIRE HATHAWAY, INC.        BRK/A    084670108  04/30/11  PROPOSAL 1: Election of Directors  Issuer           For All    For
                                                              1) Warren E. Buffett
                                                              2) Charles T. Munger
                                                              3) Howard G. Buffett
                                                              4) Stephen B. Burke
                                                              5) Susan L. Decker
                                                              6) William H. Gates III
                                                              7) David S. Gottesman
                                                              8) Charlotte Guyman
                                                              9) Donald R. Keough
                                                              10) Thomas S. Murphy
                                                              11) Ronald L. Olson
                                                              12) Walter Scott, Jr.

                                                              PROPOSAL 2: Non-Binding            Issuer           For        For
                                                              Resolution to Approve the
                                                              Compensation of the Company's
                                                              Named Executive Officers, as
                                                              Described in the 2011 Proxy
                                                              Statement.

                                                              PROPOSAL 3: Non-Binding            Issuer           3 Years    3 Years
                                                              Resolution to Determine the
                                                              Frequency (Whether Annual,
                                                              Bieannial or Triennial) With
                                                              Which Shareholders of the Company
                                                              Shall be Entitled to Have an
                                                              Advisory Vote on Executive
                                                              Compensation.

                                                              PROPOSAL 4: To Approve the         Security Holder  Against    Against
                                                              Shareholder Proposal with Respect
                                                              to the Establishment of
                                                              Quantitative Goals for the
                                                              Reduction of Greenhouse Gas and
                                                              Other Air Emissions at
                                                              Berkshire's Energy Generating
                                                              Holdings.






                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
COMCAST CORPORATION             CMCSA    20030N101  05/11/11  PROPOSAL 1: Election of Directors  Issuer           For All    For
                                                              1) S. Decker Anstrom
                                                              2) Kenneth J. Bacon
                                                              3) Sheldon M. Bonovitz
                                                              4) Edward D. Breen
                                                              5) Joseph J. Collins
                                                              6) J. Michael Cook
                                                              7) Gerald L. Hassell
                                                              8) Jeffrey A. Honickman
                                                              9) Eduardo G. Mestre
                                                              10) Brian L. Roberts
                                                              11) Ralph J. Roberts
                                                              12) Dr. Judith Rodin

                                                              PROPOSAL 2: Ratification of the    Issuer           For        For
                                                              Appointment of Independent
                                                              Auditors

                                                              PROPOSAL 3: Approval of the        Issuer           For        For
                                                              Comcast - NBCUniversal 2011
                                                              Employee Stock Purchase Plan

                                                              PROPOSAL 4: Approval of the        Issuer           For        For
                                                              Comcast Corporation 2002
                                                              Restricted Stock Plan, as Amended
                                                              and Restated

                                                              PROPOSAL 5: Approval of the        Issuer           For        For
                                                              Comcast Corporation 2003 Stock
                                                              Option Plan, as Amended and
                                                              Restated

                                                              PROPOSAL 6: Approval, on an        Issuer           For        For
                                                              Advisory Basis, of Our Executive
                                                              Compensation

                                                              PROPOSAL 7: Advisory Vote on the   Issuer           3 Years    3 Years
                                                              Frequency of the Vote on
                                                              Executive Compensation

                                                              PROPOSAL 8: To Provide for         Security Holder  Against    Against
                                                              Cumulative Voting in the Election
                                                              of Directors

                                                              PROPOSAL 9: To Require that the    Security Holder  Against    Against
                                                              Chairman of the Board Not Be a
                                                              Current or Former Executive
                                                              Officer





                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
EXXON MOBIL CORP.               XOM      30231G102  05/25/11  PROPOSAL 1: Election of Directors  Issuer           For All    For
                                                              1) M.J. Boskin
                                                              2) P. Brabeck-Letmathe
                                                              3) L.R. Faulkner
                                                              4) J.S. Fishman
                                                              5) K.C. Frazier
                                                              6) W.W. George
                                                              7) M.C. Nelson
                                                              8) S.J. Palmisano
                                                              9) S.S. Reinemund
                                                              10) R.W. Tillerson
                                                              11) E. E. Whitacre, Jr.

                                                              PROPOSAL 2: Ratification of        Issuer           For        For
                                                              Independent Auditors

                                                              PROPOSAL 3: Advisory Vote on       Issuer           For        For
                                                              Executive Compensation

                                                              PROPOSAL 4: Frequency of Advisory  Issuer           3 Years    3 Years
                                                              Vote on Executive Compensation

                                                              PROPOSAL 5: Independent Chairman   Security Holder  Against    Against

                                                              PROPOSAL 6: Report on Political    Security Holder  Against    Against
                                                              Contributions

                                                              PROPOSAL 7: Amendment of EEO       Security Holder  Against    Against
                                                              Policy

                                                              PROPOSAL 8: Policy on Water        Security Holder  Against    Against

                                                              PROPOSAL 9: Report on Canadian     Security Holder  Against    Against
                                                              Oil Sands

                                                              PROPOSAL 10: Report on Natural     Security Holder  Against    Against
                                                              Gas Production

                                                              PROPOSAL 11: Report on Energy      Security Holder  Against    Against
                                                              Technology

                                                              PROPOSAL 12: Greenhouse Gas        Security Holder  Against    Against
                                                              Emissions Goals






                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
GENERAL ELECTRIC CO.            GE       369604103  04/27/11  PROPOSAL A: Election of Directors  Issuer           For All    For
                                                              A1. W. Geoffrey Beattie
                                                              A2. James I. Cash, Jr.
                                                              A3. Ann M. Fudge
                                                              A4. Susan Hockfield
                                                              A5. Jeffrey R. Immelt
                                                              A6. Andrea Jung
                                                              A7. Alan G. (A.G.) Lafley
                                                              A8. Robert W. Lane
                                                              A9. Ralph S. Larsen
                                                              A10. Rochelle B. Lazarus
                                                              A11. James J. Mulva
                                                              A12. Sam Nunn
                                                              A13. Roger S. Penske
                                                              A14. Robert J. Swieringa
                                                              A15. James S. Tisch
                                                              A16. Douglas A. Warner III

                                                              PROPOSAL B1: Ratification of KPMG  Issuer           For        For

                                                              PROPOSAL B2: Advisory Resolution   Issuer           For        For
                                                              on Executive Compensation

                                                              PROPOSAL B3: Advisory Vote on the  Issuer           1 Year     1 Year
                                                              Frequency of Future Advisory
                                                              Votes on Executive Compensation

                                                              PROPOSAL C1: Cumulative Voting     Security Holder  Against    Against

                                                              PROPOSAL C2: Future Stock Options  Security Holder  Against    Against

                                                              PROPOSAL C3: Withdrawal Stock      Security Holder  Against    Against
                                                              Options Granted to Executives

                                                              PROPOSAL C4: Climate Change Risk   Security Holder  Against    Against
                                                              Disclosures

                                                              PROPOSAL C5: Transparency in       Security Holder  Against    Against
                                                              Animal Research






                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
INTEL CORP.                     INTC     458140100  05/19/11  PROPOSAL 1: Election of Directors  Issuer           For All    For
                                                              1A Charlene Barshefsky
                                                              1B Susan L. Decker
                                                              1C John J. Donahoe
                                                              1D Reed E. Hundt
                                                              1E Paul S. Otellini
                                                              1F James D. Plummer
                                                              1G David S. Pottruck
                                                              1H Jane E. Shaw
                                                              1I Frank D. Yeary
                                                              1J David B. Yoffie

                                                              PROPOSAL 2: Ratification of        Issuer           For        For
                                                              Selection of Ernst & Young LLP as
                                                              our Independent Registered Public
                                                              Accounting Firm for the Current
                                                              Year

                                                              PROPOSAL 3: Amendment and          Issuer           For        For
                                                              Extension of the 2006 Equity
                                                              Incentive Plan

                                                              PROPOSAL 4: Amendment and          Issuer           For        For
                                                              Extension of the 2006 Stock
                                                              Purchase Plan

                                                              PROPOSAL 5: Advisory Vote on       Issuer           For        For
                                                              Executive Compensation

                                                              PROPOSAL 6: Advisory Vote on the   Issuer           3 Years    None
                                                              Frequency of Holding Future
                                                              Advisory Votes on Executive
                                                              Compensation






                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
INTERNATIONAL BUSINESS MACHINES IBM      459200101  04/26/11  PROPOSAL 1: Election of Directors  Issuer           For All    For
CORP.                                                         For a Term of One Year
                                                              1A. A. J. P. Belda
                                                              1B. W.R. Brody
                                                              1C. K.I. Chenault
                                                              1D. M.L. Eskew
                                                              1E. S.A. Jackson
                                                              1F. A.N. Liveris
                                                              1G. W.J. McNerney, Jr.
                                                              1H. J.W. Owens
                                                              1I. S.J. Palmisano
                                                              1J. J.E. Spero
                                                              1K. S. Taurel
                                                              1L. L.H. Zambrano

                                                              PROPOSAL 2: Ratification of        Issuer           For        For
                                                              Appointment of Independent
                                                              Registered Public Accounting Firm

                                                              PROPOSAL 3: Advisory Vote on       Issuer           For        For
                                                              Executive Compensation

                                                              PROPOSAL 4: Advisory Vote          Issuer           3 Years    3 Years
                                                              Regarding Frequency of Advisory
                                                              Vote on Executive Compensation

                                                              PROPOSAL 5: Stockholder Proposal   Security Holder  Against    Against
                                                              on Cumulative Voting

                                                              PROPOSAL 6: Stockholder Proposal   Security Holder  Against    Against
                                                              to Review Political Contributions
                                                              Policy

                                                              PROPOSAL 7: Stockholder Proposal   Security Holder  Against    Against
                                                              on Lobbying






                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
JOHNSON & JOHNSON               JNJ      478160104  04/28/11  PROPOSAL 1: Election of Directors  Issuer           For All    For
                                                              1A. Mary Sue Coleman
                                                              1B. James G. Cullen
                                                              1C. Ian E.L. Davis
                                                              1D. Michael M.E. Johns
                                                              1E. Susan L. Lindquist
                                                              1F. Anne M. Mulcahy
                                                              1G. Leo F. Mullin
                                                              1H. William D. Perez
                                                              1I. Charles Prince
                                                              1J. David Satcher
                                                              1K. William C. Weldon

                                                              PROPOSAL 2: Ratification of        Issuer           For        For
                                                              Appointment of
                                                              PricewaterhouseCoopers LLP as
                                                              Independent Registered Public
                                                              Accounting Firm for 2011

                                                              PROPOSAL 3: Advisory Vote on       Issuer           For        For
                                                              Named Executive Officer
                                                              Compensation

                                                              PROPOSAL 4: Advisory Vote on       Issuer           1 Year     1 Year
                                                              Frequency of Advisory Vote on
                                                              Named Executive Officer
                                                              Compensation

                                                              PROPOSAL 5: Shareholder Proposal   Security Holder  Against    Against
                                                              on Pharmaceutical Price Restraint

                                                              PROPOSAL 6: Shareholder Proposal   Security Holder  Against    Against
                                                              on Amendment to Company's Equal
                                                              Employment Opportunity Policy

                                                              PROPOSAL 7: Shareholder Proposal   Security Holder  Against    Against
                                                              on Adopting Non-Animal Methods
                                                              for Training





                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
JPMORGAN CHASE & CO.            JPM      46625H100  05/17/11  PROPOSAL 1: Election of Directors  Issuer           For All    For
                                                              1A Crandall C. Bowles
                                                              1B Stephen B. Burke
                                                              1C David M. Cote
                                                              1D James S. Crown
                                                              1E James Dimon
                                                              1F Ellen V. Futter
                                                              1G William H. Gray, III
                                                              1H Laban P. Jackson, Jr.
                                                              1I David C. Novak
                                                              1J Lee R. Raymond
                                                              1K William C. Weldon

                                                              PROPOSAL 2: Appointment of         Issuer           For        For
                                                              Independent Registered Public
                                                              Accounting Firm

                                                              PROPOSAL 3: Advisory Vote on       Issuer           For        For
                                                              Executive Compensation

                                                              PROPOSAL 4: Advisory Vote on       Issuer           1 Year     1 Year
                                                              Frequency of Advisory Vote on
                                                              Executive Compensation

                                                              PROPOSAL 5: Approval of Amendment  Issuer           For        For
                                                              to Long-Term Incentive Plan

                                                              PROPOSAL 6: Political              Security Holder  Against    Against
                                                              Non-Partisanship

                                                              PROPOSAL 7: Shareholder Action by  Security Holder  Against    Against
                                                              Written Consent

                                                              PROPOSAL 8: Mortgage Loan          Security Holder  Against    Against
                                                              Servicing

                                                              PROPOSAL 9: Political              Security Holder  Against    Against
                                                              Contributions

                                                              PROPOSAL 10: Genocide-Free         Security Holder  Against    Against
                                                              Investing

                                                              PROPOSAL 11: Independent Lead      Security Holder  Against    Against
                                                              Director






                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
MICROSOFT CORP.                 MSFT     594918104  11/16/10  PROPOSAL 1: Election of Director:  Issuer           For        For
                                                              Steven A. Ballmer

                                                              PROPOSAL 2: Election of Director:  Issuer           For        For
                                                              Dina Dublon

                                                              PROPOSAL 3: Election of William    Issuer           For        For
                                                              H. Gates III

                                                              PROPOSAL 4: Election of Director:  Issuer           For        For
                                                              Raymond V. Gilmartin

                                                              PROPOSAL 5: Election of Director:  Issuer           For        For
                                                              Reed Hastings

                                                              PROPOSAL 6: Election of Director:  Issuer           For        For
                                                              Maria M. Klawe

                                                              PROPOSAL 7: Election of Director:  Issuer           For        For
                                                              David F. Marquardt

                                                              PROPOSAL 8: Election of Director:  Issuer           For        For
                                                              Charles H. Noski

                                                              PROPOSAL 9: Election of Director:  Issuer           For        For
                                                              Helmut Panke

                                                              PROPOSAL 10: Ratification of the   Issuer           For        For
                                                              Selection of Deloitte & Touche
                                                              LLP as the Company's Independent
                                                              Auditor

                                                              PROPOSAL 11: Shareholder Proposal  Security Holder  Against    Against
                                                              - Establishment of Board
                                                              Committee on Environmental
                                                              Sustainability






                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
PEPSICO, INC.                   PEP      713448108  05/04/11  PROPOSAL 1: Election of            Issuer           For All    For
                                                              Directors
                                                              1A S.L. Brown
                                                              1B I.M. Cook
                                                              1C D. Dublon
                                                              1D V.J. Dzau
                                                              1E R.L. Hunt
                                                              1F A. Ibarguen
                                                              1G A.C. Martinez
                                                              1H I.K. Nooyi
                                                              1I S.P. Rockefeller
                                                              1J J.J. Schiro
                                                              1K L.G. Trotter
                                                              1L. D. Vasella

                                                              PROPOSAL 2: Approval, by           Issuer           For        For
                                                              Non-Binding Vote, of Executive
                                                              Compensation

                                                              PROPOSAL 3: Recommend, by          Issuer           3 Years    3 Years
                                                              Non-Binding Vote, the Frequency
                                                              of Executive Compensation Votes

                                                              PROPOSAL 4: Approval of            Issuer           For        For
                                                              Indpendent Registered Public
                                                              Accountants for Fiscal Year 2011

                                                              PROPOSAL 5: Approval of Amendment  Issuer           For        For
                                                              to Articles of Incorporation to
                                                              Implement Majority Voting for
                                                              Directors in Uncontested
                                                              Elections

                                                              PROPOSAL 6: Shareholder Proposal   Security Holder  Against    Against
                                                              - Right to Call Special
                                                              Shareholders Meeting

                                                              PROPOSAL 7: Shareholder Proposal   Security Holder  Against    Against
                                                              - Political Contributions Report






                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
SCHLUMBERGER, LTD.              SLB      806857108  04/06/11  PROPOSAL 1: Election of Directors  Issuer           For All    For
                                                              1A. P. Camus
                                                              1B. P. Currie
                                                              1C. A. Gould
                                                              1D. T. Isaac
                                                              1E. K.V. Kamath
                                                              1F. N. Kudryavtsev
                                                              1G. A. Lajous
                                                              1H. M.E. Marks
                                                              1I. E. Moler
                                                              1J. L.R. Reif
                                                              1K. T.I. Sandvold
                                                              1L. H. Seydoux
                                                              1M. P. Kibsgaard
                                                              1N. L.S. Olayan

                                                              PROPOSAL 2: To Approve the         Issuer           For        For
                                                              Advisory Resolution on Executive
                                                              Compensation

                                                              PROPOSAL 3: Advisory Vote on the   Issuer           2 Years    2 Years
                                                              Frequency of Future Advisory
                                                              Votes on Executive Compensation

                                                              PROPOSAL 4: To Approve the         Issuer           For        For
                                                              Amendment to the Company's
                                                              Articles of Incoproration to
                                                              Increase the Authorized Common
                                                              Share Capital

                                                              PROPOSAL 5: To Approve the         Issuer           For        For
                                                              Amendments to the Company's
                                                              Articles of Incorporation to
                                                              Clarify the Voting Standard in
                                                              Contested Director Elections and
                                                              to Make Certain Other Changes

                                                              PROPOSAL 6: To Approve the         Issuer           For        For
                                                              Company's Financial Statements
                                                              and Declaration of Dividends

                                                              PROPOSAL 7: To Approve the         Issuer           For        For
                                                              Appointment of the Independent
                                                              Registered Public Accounting Firm






                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
THE CHUBB CORPORATION           CB       171232101  04/26/11  PROPOSAL 1: Election of Directors  Issuer           For All    For
                                                              1A) Zoe Baird
                                                              1B) Shelia P. Burke
                                                              1C) James I. Cash, Jr.
                                                              1D) John D. Finnegan
                                                              1E) Lawrence W. Kellner
                                                              1F) Martin G. McGuinn
                                                              1G) Lawrence M. Small
                                                              1H) Jess Soderberg
                                                              1I) Daniel E. Somers
                                                              1J) James M. Zimmerman
                                                              1K) Alfred W. Zollar

                                                              PROPOSAL 2: To Vote on the         Issuer           For        For
                                                              Adoption of The Chubb Corporation
                                                              Annual Incentive Compensation
                                                              Plan (2011)

                                                              PROPOSAL 3: To Ratify the          Issuer           For        For
                                                              Appointment of Ernst & Young LLP
                                                              as Independent Auditor

                                                              PROPOSAL 4: To Hold an Advisory    Issuer           For        For
                                                              Vote on the Compensation of Our
                                                              Named Executive Officers as
                                                              Disclosed Pursuant to Item 402 of
                                                              Regulation S-K in the Enclosed
                                                              Annual Meeting Materials

                                                              PROPOSAL 5: To Hold an Advisory    Issuer           3 Years    3 Years
                                                              Vote on the Frequency of the
                                                              Shareholder Vote on Executive
                                                              Compensation






                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
THE HOME DEPOT, INC.            HD       437076102  06/02/11  PROPOSAL 1: Election of Directors  Issuer           For All    For
                                                              1A. F. Duane Ackerman
                                                              1B. Francis S. Blake
                                                              1C. Ari Bousbib
                                                              1D. Gregory D. Brenneman
                                                              1E. J. Frank Brown
                                                              1F. Albert P. Carey
                                                              1G. Armando Codina
                                                              1H. Bonnie G. Hill
                                                              1I. Karen L. Katen
                                                              1J. Ronald L. Sargent

                                                              PROPOSAL 2: To Ratify the          Issuer           For        For
                                                              Appointment of KPMG LLP

                                                              PROPOSAL 3: Advisory Vote on       Issuer           For        For
                                                              Executive Compensation

                                                              PROPOSAL 4: Advisory Vote on the   Issuer           1 Year     1 Year
                                                              Frequency of the Advisory Vote on
                                                              Executive Compensation

                                                              PROPOSAL 5: Company Proposal to    Issuer           For        For
                                                              Implement Shareholder Ability to
                                                              Act by Written Consent (Approval
                                                              of Amended and Restated
                                                              Certificate of Incorporation)

                                                              PROPOSAL 6: Shareholder Proposal   Security Holder  Against    Against
                                                              Regarding Cumulative Voting

                                                              PROPOSAL 7: Shareholder Proposal   Security Holder  Against    Against
                                                              Regarding Special Shareholder
                                                              Meetings

                                                              PROPOSAL 8: Shareholder Proposal   Security Holder  Against    Against
                                                              Regarding Employment Diversity
                                                              Report

                                                              PROPOSAL 9: Shareholder Proposal   Security Holder  Against    Against
                                                              Regarding Electioneering Policies
                                                              and Contributions






                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
THE WALT DISNEY COMPANY         DIS      254687106  03/23/11  PROPOSAL 1: Election of Directors  Issuer           For All    For
                                                              1A. Susan E. Arnold
                                                              1B. John E. Bryson
                                                              1C. John S. Chen
                                                              1D. Judith L. Estrin
                                                              1E. Robert A. Iger
                                                              1F. Steven P. Jobs
                                                              1G. Fred H. Langhammer
                                                              1H. Aylwin B. Lewis
                                                              1I. Monica C. Lozano
                                                              1J. Robert W. Matschullat
                                                              1K. John E. Pepper, Jr.
                                                              1L. Sheryl K. Sandberg
                                                              1M. Orin C. Smith

                                                              PROPOSAL 2: To Ratify the          Issuer           For        For
                                                              Appointment of
                                                              PricewaterhouseCoopers LLP as the
                                                              Company's Registered Public
                                                              Accountants for 2011

                                                              PROPOSAL 3: To Approve the 2011    Issuer           For        For
                                                              Stock Incentive Plan

                                                              PROPOSAL 4: To Approve the         Issuer           For        For
                                                              Advisory Resolution on Executive
                                                              Compensation

                                                              PROPOSAL 5: To Approve Holding an  Issuer           1 Year     1 Year
                                                              Advisory Vote on Executive
                                                              Compensation Every One, Two or
                                                              Three Years, as Indicated

                                                              PROPOSAL 6: To Approve the         Security Holder  Against    Against
                                                              Shareholder Proposal Relating to
                                                              Performance Tests for Restricted
                                                              Stock Units






                                TICKER              MEETING                                                                   MGMT.
            ISSUER              SYMBOL   CUSIP NO.    DATE               BALLOT ISSUE              PROPOSED BY    VOTE CAST    REC.
------------------------------  ------   ---------  --------  ---------------------------------  ---------------  ---------  -------
                                                                                                        
WAL-MART STORES, INC.           WMT      931142103  06/03/11  PROPOSAL 1: Election of Directors  Issuer           For All    For
                                                              1A. Aida M. Alvarez
                                                              1B. James W. Breyer
                                                              1C. M. Michele Burns
                                                              1D. James I. Cash, Jr.
                                                              1E. Roger C. Corbett
                                                              1F. Douglas N. Daft
                                                              1G. Michael T. Duke
                                                              1H. Gregory B. Penner
                                                              1I. Steven S. Reinemund
                                                              1J. H. Lee Scott, Jr.
                                                              1K. Arne M. Sorenson
                                                              1L. Jim C. Walton
                                                              1M. S. Robson Walton
                                                              1N. Christopher J. Williams
                                                              1O. Linda S. Wolf

                                                              PROPOSAL 2: Ratification of Ernst  Issuer           For        For
                                                              & Young LLP as Independent
                                                              Accountants

                                                              PROPOSAL 3: Advisory Vote on       Issuer           For        For
                                                              Executive Compensation

                                                              PROPOSAL 4: Advisory Vote on the   Issuer           1 Year     1 Year
                                                              Frequency of Future Advisory
                                                              Votes on Executive Compensation

                                                              PROPOSAL 5: Gender Identity        Security Holder  Against    Against
                                                              Non-Discrimination Policy

                                                              PROPOSAL 6: Political              Security Holder  Against    Against
                                                              Contributions Report

                                                              PROPOSAL 7: Special Shareowner     Security Holder  Against    Against
                                                              Meetings

                                                              PROPOSAL 8: Require Supplier(s)    Security Holder  Against    Against
                                                              to Publish an Annual
                                                              Sustainability Report

                                                              PROPOSAL 9: Climate Change Risk    Security Holder  Against    Against
                                                              Disclosure


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.

HOLLAND SERIES FUND, INC.

By:  /s/ Michael F. Holland
     ---------------------------------
     Michael F. Holland
     President and Treasurer
     August 9, 2011