UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, DC 20549

**FORM N-PXANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY**

  

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Investment Company Act file number: 811-01728
```

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

700 North Water Street
Milwaukee, Wisconsin 53202
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  (Address of principal executive offices)

Jeffrey T. May
700 North Water Street
Milwaukee, Wisconsin 53202
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  (Name and address of agent for service)
```

```
Registrant's telephone number, including area code: 414-272-4650

Date of Fiscal year-end: 03/31/2010

Date of reporting period: 07/01/2008 - 06/30/2009
```

Item 1. Proxy Voting RecordAccount Name: Nicholas Fund, Inc.

 

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AFFILIATED MANAGERS GROUP, INC.

Ticker:       AMG            Security ID:  008252108
Meeting Date: JUN 9, 2009    Meeting Type: Annual
Record Date:  APR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard E. Floor         For       For          Management
1.2   Elect Director Sean M. Healey           For       For          Management
1.3   Elect Director Harold J. Meyerman       For       Withhold     Management
1.4   Elect Director William J. Nutt          For       For          Management
1.5   Elect Director Rita M. Rodriguez        For       For          Management
1.6   Elect Director Patrick T. Ryan          For       Withhold     Management
1.7   Elect Director Jide J. Zeitlin          For       Withhold     Management
2     Ratify Auditors                         For       For          Management

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ALCON INC.

Ticker:       ACL            Security ID:  H01301102
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  MAR 19, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     APPROVAL OF THE 2008 ANNUAL REPORT AND  For       For          Management
      ACCOUNTS OF ALCON, INC.AND THE 2008
      CONSOLIDATED FINANCIAL STATEMENTS OF
      ALCON, INC.AND SUBSIDIARIES
2     APPROPRIATION OF AVAILABLE EARNINGS AND For       For          Management
      PROPOSED DIVIDEND TOSHAREHOLDERS FOR
      THE FINANCIAL YEAR 2008
3     DISCHARGE OF THE MEMBERS OF THE BOARD   For       For          Management
      OF DIRECTORS FOR THEFINANCIAL YEAR 2008
4     ELECTION OF KPMG AG, ZUG, AS GROUP AND  For       For          Management
      PARENT COMPANY AUDITORS
5     ELECTION OF OBT AG, ZURICH, AS SPECIAL  For       For          Management
      AUDITORS
6     ELECTION TO THE BOARD OF DIRECTORS:     For       For          Management
      KEVIN BUEHLER
7     ELECTION TO THE BOARD OF DIRECTORS:     For       Against      Management
      PAUL BULCKE
8     ELECTION TO THE BOARD OF DIRECTORS:     For       For          Management
      JOAN MILLER, M.D.
9     ELECTION TO THE BOARD OF DIRECTORS:     For       Against      Management
      HERMANN WIRZ
10    APPROVAL OF SHARE CANCELLATION          For       For          Management
11    EDITORIAL AMENDMENTS TO THE ARTICLES OF For       For          Management
      ASSOCIATION

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ALLEGHENY ENERGY, INC.

Ticker:       AYE            Security ID:  017361106
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director H. Furlong Baldwin       For       For          Management
1.2   Elect Director Eleanor Baum             For       For          Management
1.3   Elect Director Paul J. Evanson          For       For          Management
1.4   Elect Director Cyrus F. Freidheim, Jr   For       For          Management
1.5   Elect Director Julia L. Johnson         For       For          Management
1.6   Elect Director Ted J. Kleisner          For       For          Management
1.7   Elect Director Christopher D. Pappas    For       For          Management
1.8   Elect Director Steven H. Rice           For       For          Management
1.9   Elect Director Gunner E. Sarsten        For       For          Management
1.10  Elect Director Michael H. Sutton        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings

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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 19, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Elizabeth E. Bailey      For       For          Management
2     Elect Director Gerald L. Baliles        For       For          Management
3     Elect Director Dinyar S. Devitre        For       For          Management
4     Elect Director Thomas F. Farrell        For       For          Management
5     Elect Director Robert E. R. Huntley     For       For          Management
6     Elect Director Thomas W. Jones          For       For          Management
7     Elect Director George Munoz             For       For          Management
8     Elect Director Nabil Y. Sakkab          For       For          Management
9     Elect Director Michael E. Szymanczyk    For       For          Management
10    Ratify Auditors                         For       For          Management
11    Reduce Tobacco Harm to Health           Against   Against      Shareholder
12    Report on Marketing Practices on the    Against   Against      Shareholder
      Poor
13    Adopt Principles for Health Care Reform Against   Against      Shareholder
14    Adopt Human Rights Protocols for        Against   For          Shareholder
      Company and Suppliers
15    Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
16    Report on Political Contributions       Against   For          Shareholder

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APACHE CORP.

Ticker:       APA            Security ID:  037411105
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Frederick M. Bohen       For       For          Management
2     Elect Director George D. Lawrence       For       For          Management
3     Elect Director Rodman D. Patton         For       For          Management
4     Elect Director Charles J. Pitman        For       For          Management

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APTARGROUP, INC.

Ticker:       ATR            Security ID:  038336103
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 12, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stefan A. Baustert       For       For          Management
1.2   Elect Director Rodney L. Goldstein      For       For          Management
1.3   Elect Director Leo A. Guthart           For       For          Management
1.4   Elect Director Ralf K. Wunderlich       For       For          Management
2     Ratify Auditors                         For       For          Management

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AVON PRODUCTS, INC.

Ticker:       AVP            Security ID:  054303102
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 18, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Don Cornwell          For       For          Management
1.2   Elect Director Edward T. Fogarty        For       For          Management
1.3   Elect Director V. Ann Hailey            For       For          Management
1.4   Elect Director Fred Hassan              For       Withhold     Management
1.5   Elect Director Andrea Jung              For       For          Management
1.6   Elect Director Maria Elena Lagomasino   For       Withhold     Management
1.7   Elect Director Ann S. Moore             For       Withhold     Management
1.8   Elect Director Paul S. Pressler         For       For          Management
1.9   Elect Director Gary M. Rodkin           For       Withhold     Management
1.10  Elect Director Paula Stern              For       For          Management
1.11  Elect Director Lawrence A. Weinbach     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Nanomaterial Product Safety   Against   Against      Shareholder

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BEMIS COMPANY, INC.

Ticker:       BMS            Security ID:  081437105
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Bolton        For       For          Management
1.2   Elect Director Barbara L. Johnson       For       For          Management
1.3   Elect Director Paul S. Peercy           For       For          Management
1.4   Elect Director Gene C. Wulf             For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Report on Pay Disparity                 Against   Against      Shareholder

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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670108
Meeting Date: MAY 2, 2009    Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Warren E. Buffett        For       For          Management
1.2   Elect Director Charles T. Munger        For       For          Management
1.3   Elect Director Howard G. Buffett        For       For          Management
1.4   Elect Director Susan L. Decker          For       For          Management
1.5   Elect Director William H. Gates III     For       For          Management
1.6   Elect Director David S. Gottesman       For       For          Management
1.7   Elect Director Charlotte Guyman         For       For          Management
1.8   Elect Director Donald R. Keough         For       For          Management
1.9   Elect Director Thomas S. Murphy         For       For          Management
1.10  Elect Director Ronald L. Olson          For       For          Management
1.11  Elect Director Walter Scott, Jr.        For       For          Management
2     Prepare Sustainability Report           Against   For          Shareholder

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BRIGGS & STRATTON CORP.

Ticker:       BGG            Security ID:  109043109
Meeting Date: OCT 15, 2008   Meeting Type: Annual
Record Date:  AUG 25, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael E. Batten        For       For          Management
1.2   Elect Director Keith R. McLoughlin      For       For          Management
1.3   Elect Director Brian C. Walker          For       Withhold     Management
2     Ratify Auditors                         For       For          Management

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CARDINAL HEALTH, INC.

Ticker:       CAH            Security ID:  14149Y108
Meeting Date: NOV 5, 2008    Meeting Type: Annual
Record Date:  SEP 8, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Colleen F. Arnold        For       For          Management
1.2   Elect Director R. Kerry Clark           For       For          Management
1.3   Elect Director Calvin Darden            For       For          Management
1.4   Elect Director John F. Finn             For       For          Management
1.5   Elect Director Philip L. Francis        For       For          Management
1.6   Elect Director Gregory B. Kenny         For       For          Management
1.7   Elect Director J. Michael Losh          For       For          Management
1.8   Elect Director John B. McCoy            For       For          Management
1.9   Elect Director Richard C. Notebaert     For       For          Management
1.10  Elect Director Michael D. O'Halleran    For       For          Management
1.11  Elect Director David W. Raisbeck        For       For          Management
1.12  Elect Director Jean G. Spaulding        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
4     Eliminate Cumulative Voting             For       For          Management
5     Require Advance Notice for Shareholder  For       For          Management
      Proposals/Nominations
6     Amend Articles of Incorporation to      For       For          Management
      State that Common Shares Have No Stated
      Capital
7     Amend Omnibus Stock Plan                For       For          Management
8     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
9     Performance-Based and/or Time-Based     Against   For          Shareholder
      Equity Awards

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CHARLES RIVER LABORATORIES INTERNATIONAL, INC.

Ticker:       CRL            Security ID:  159864107
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 19, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James C. Foster          For       For          Management
1.2   Elect Director Nancy T. Chang           For       For          Management
1.3   Elect Director Stephen D. Chubb         For       For          Management
1.4   Elect Director Deborah T. Kochevar      For       For          Management
1.5   Elect Director George E. Massaro        For       For          Management
1.6   Elect Director George M. Milne, Jr.     For       For          Management
1.7   Elect Director C. Richard Reese         For       For          Management
1.8   Elect Director Douglas E. Rogers        For       For          Management
1.9   Elect Director Samuel O. Thier          For       For          Management
1.10  Elect Director William H. Waltrip       For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management

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CHICAGO BRIDGE & IRON CO.

Ticker:       CBI            Security ID:  167250109
Meeting Date: MAY 7, 2009    Meeting Type: Annual
Record Date:  MAR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   DIRECTOR PHILIP K. ASHERMAN             For       For          Management
1.2   DIRECTOR L. RICHARD FLURY               For       For          Management
1.3   DIRECTOR W. CRAIG KISSEL                For       For          Management
2     TO AUTHORIZE PREPARATION OF OUR DUTCH   For       For          Management
      STATUTORY ANNUAL ACCOUNTS AND ANNUAL
      REPORT OF OUR MANAGEMENT BOARD IN
      ENGLISH LANGUAGE.
3     TO DISCHARGE THE SOLE MEMBER OF OUR     For       For          Management
      MANAGEMENT BOARD FROMLIABILITY IN
      RESPECT OF THE EXERCISE OF ITS DUTIES.
4     TO DISCHARGE THE MEMBERS OF THE         For       For          Management
      SUPERVISORY BOARD FROM LIABILITYIN
      RESPECT OF THE EXERCISE OF THEIR
      DUTIES.
5     TO APPROVE THE FINAL DIVIDEND IN AN     For       For          Management
      AMOUNT OF $0.16 PER SHARE.
6     APPROVE EXTENSION OF AUTHORITY OF OUR   For       For          Management
      MANAGEMENT BOARD TO REPURCHASE UP TO
      10% OF ISSUED SHARE CAPITAL OF THE
      COMPANY.
7     TO APPOINT ERNST & YOUNG LLP AS OUR     For       For          Management
      INDEPENDENT REGISTERED PUBLIC
      ACCOUNTING FIRM FOR THE YEAR ENDING
      DECEMBER 31, 2009.
8     AMEND ARTICLES OF ASSOCIATION TO        For       For          Management
      PROVIDE THAT MANDATORYRETIREMENT DATE
      OF DIRECTORS WHO ATTAIN AGE OF
      SEVENTY-TWO WILLBE THE DAY ON WHICH
      ANNUAL MEETING IS HELD.
9     TO APPROVE THE AMENDMENT OF THE 2008    For       Against      Management
      LONG-TERM INCENTIVE PLAN.
10    TO APPROVE THE AMENDMENT OF THE CHICAGO For       For          Management
      BRIDGE & IRON 2001 EMPLOYEE STOCK
      PURCHASE PLAN.
11    APPROVE EXTENSION OF AUTHORITY OF       For       For          Management
      SUPERVISORY BOARD TO ISSUE AND/OR GRANT
      RIGHTS TO ACQUIRE SHARES, NEVER TO
      EXCEED NUMBER OF AUTHORIZED BUT
      UNISSUED SHARES.
12    RECEIVE EXPLANATION ON COMPANY'S        None      None         Management
      RESERVES AND DIVIDEND POLICY

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COHEN & STEERS QUALITY INCOME REATLY FUND, INC.

Ticker:       RQI            Security ID:  19247L106
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  MAR 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Trustee George Grossman           For       For          Management
1.2   Elect Trustee Robert H. Steers          For       For          Management
1.3   Elect Trustee C. Edward Ward, Jr.       For       For          Management

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CONSTELLATION BRANDS, INC.

Ticker:       STZ.B          Security ID:  21036P108
Meeting Date: JUL 17, 2008   Meeting Type: Annual
Record Date:  MAY 23, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry A. Fromberg        For       For          Management
1.2   Elect Director Jeananne K. Hauswald     For       For          Management
1.3   Elect Director James A. Locke III       For       Withhold     Management
1.4   Elect Director Thomas C. McDermott      For       For          Management
1.5   Elect Director Peter M. Perez           For       For          Management
1.6   Elect Director Richard Sands            For       For          Management
1.7   Elect Director Robert Sands             For       For          Management
1.8   Elect Director Paul L. Smith            For       For          Management
1.9   Elect Director Peter H. Soderberg       For       For          Management
1.10  Elect Director Mark Zupan               For       For          Management
2     Ratify Auditors                         For       For          Management

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COPART, INC.

Ticker:       CPRT           Security ID:  217204106
Meeting Date: DEC 11, 2008   Meeting Type: Annual
Record Date:  OCT 16, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect  Director Willis J. Johnson       For       For          Management
1.2   Elect  Director A. Jayson Adair         For       For          Management
1.3   Elect  Director James E. Meeks          For       For          Management
1.4   Elect  Director Steven D. Cohan         For       For          Management
1.5   Elect  Director Daniel J. Englander     For       For          Management
1.6   Elect  Director Barry Rosenstein        For       For          Management
1.7   Elect  Director Thomas W. Smith         For       For          Management
2     Ratify Auditors                         For       For          Management

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COPART, INC.

Ticker:       CPRT           Security ID:  217204106
Meeting Date: APR 14, 2009   Meeting Type: Special
Record Date:  MAR 5, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Stock-for-Salary/Bonus Plan     For       For          Management

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COVIDIEN LTD.

Ticker:       COV            Security ID:  G2552X108
Meeting Date: MAR 18, 2009   Meeting Type: Annual
Record Date:  JAN 6, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Craig Arnold as Director          For       For          Management
1b    Elect Robert H. Brust as Director       For       For          Management
1c    Elect John M. Connors, Jr. as Director  For       For          Management
1d    Elect Christopher J. Coughlin as        For       For          Management
      Director
1e    Elect Timothy M. Donahue as Director    For       For          Management
1f    Elect Kathy J. Herbert as Director      For       For          Management
1g    Elect Randall J. Hogan, III  as         For       For          Management
      Director
1h    Elect Richard J. Meelia as Director     For       For          Management
1i    Elect Dennis H. Reilley as Director     For       For          Management
1j    Elect Tadataka Yamada as Director       For       For          Management
1k    Elect Joseph A. Zaccagnino as Director  For       For          Management
2     Approve Amended and Restated 2007 Stock For       For          Management
      and Incentive Plan
3     Approve Auditors and Authorize Board to For       For          Management
      Fix Their Remuneration

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COVIDIEN LTD.

Ticker:       COV            Security ID:  G2552X108
Meeting Date: MAY 28, 2009   Meeting Type: Court
Record Date:  APR 17, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reincorporation from Bermuda to For       For          Management
      Ireland through Scheme of Arrangement
2     Approve the Creation of Distributable   For       For          Management
      Reserves of Covidien plc
3     Adjourn Meeting                         For       For          Management

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CURTISS-WRIGHT CORP.

Ticker:       CW             Security ID:  231561101
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 4, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Martin R. Benante        For       For          Management
1.2   Elect Director S. Marce Fuller          For       For          Management
1.3   Elect Director Allen A. Kozinski        For       For          Management
1.4   Elect Director Carl G. Miller           For       For          Management
1.5   Elect Director William B. Mitchell      For       For          Management
1.6   Elect Director John R. Myers            For       For          Management
1.7   Elect Director John B. Nathman          For       For          Management
1.8   Elect Director  William W. Sihler       For       For          Management
1.9   Elect Director Albert E. Smith          For       For          Management
2     Ratify Auditors                         For       For          Management

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DAVITA INC.

Ticker:       DVA            Security ID:  23918K108
Meeting Date: JUN 15, 2009   Meeting Type: Annual
Record Date:  APR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles G. Berg          For       For          Management
1.2   Elect Director Willard W. Brittain, Jr. For       For          Management
1.3   Elect Director Paul J. Diaz             For       For          Management
1.4   Elect Director Peter T. Grauer          For       For          Management
1.5   Elect Director John M. Nehra            For       For          Management
1.6   Elect Director William L. Roper         For       For          Management
1.7   Elect Director Kent J. Thiry            For       For          Management
1.8   Elect Director Roger J. Valine          For       For          Management
1.9   Elect Director Richard C. Vaughan       For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Ratify Auditors                         For       For          Management

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DELL INC.

Ticker:       DELL           Security ID:  24702R101
Meeting Date: JUL 18, 2008   Meeting Type: Annual
Record Date:  MAY 23, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald J. Carty          For       For          Management
1.2   Elect Director Michael S. Dell          For       For          Management
1.3   Elect Director William H. Gray, III     For       For          Management
1.4   Elect Director Sallie L. Krawcheck      For       For          Management
1.5   Elect Director Alan (A.G.) Lafley       For       For          Management
1.6   Elect Director Judy C. Lewent           For       For          Management
1.7   Elect Director Thomas W. Luce, III      For       For          Management
1.8   Elect Director Klaus S. Luft            For       For          Management
1.9   Elect Director Alex J. Mandl            For       For          Management
1.10  Elect Director Michael A. Miles         For       For          Management
1.11  Elect Director Samuel A.  Nunn, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Reimburse Proxy Expenses                Against   Against      Shareholder
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation

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DINEEQUITY, INC.

Ticker:       DIN            Security ID:  254423106
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  APR 1, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director H. Frederick Christie    For       For          Management
1.2   Elect Director Richard J. Dahl          For       For          Management
1.3   Elect Director Patrick W. Rose          For       For          Management
2     Ratify Auditors                         For       For          Management

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EMCOR GROUP, INC.

Ticker:       EME            Security ID:  29084Q100
Meeting Date: JUN 16, 2009   Meeting Type: Annual
Record Date:  APR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frank T. MacInnis        For       For          Management
1.2   Elect Director Stephen W. Bershad       For       For          Management
1.3   Elect Director David A.B. Brown         For       For          Management
1.4   Elect Director Larry J. Bump            For       For          Management
1.5   Elect Director Albert Fried, Jr.        For       For          Management
1.6   Elect Director Richard F. Hamm, Jr.     For       For          Management
1.7   Elect Director David H. Laidley         For       For          Management
1.8   Elect Director Jerry E. Ryan            For       For          Management
1.9   Elect Director Michael T. Yonker        For       For          Management
2     Ratify Auditors                         For       For          Management

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FISERV, INC.

Ticker:       FISV           Security ID:  337738108
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director D. P. Kearney            For       For          Management
1.2   Elect Director P. J. Kight              For       For          Management
1.3   Elect Director J. W. Yabuki             For       For          Management
2     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
3     Ratify Auditors                         For       For          Management

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FORTUNE BRANDS, INC.

Ticker:       FO             Security ID:  349631101
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bruce A. Carbonari       For       For          Management
1.2   Elect Director Ann F. Hackett           For       For          Management
1.3   Elect Director David M. Thomas          For       For          Management
1.4   Elect Director Ronald V. Waters, III    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Reduce Supermajority Vote Requirement   Against   For          Shareholder

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GENERAL DYNAMICS CORP.

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Nicholas D. Chabraja     For       For          Management
2     Elect Director James S. Crown           For       For          Management
3     Elect Director William P. Fricks        For       For          Management
4     Elect Director Jay L. Johnson           For       For          Management
5     Elect Director George A. Joulwan        For       For          Management
6     Elect Director Paul G. Kaminski         For       For          Management
7     Elect Director John M. Keane            For       For          Management
8     Elect Director Deborah J. Lucas         For       For          Management
9     Elect Director Lester L. Lyles          For       For          Management
10    Elect Director J. Christopher Reyes     For       For          Management
11    Elect Director Robert Walmsley          For       For          Management
12    Approve Omnibus Stock Plan              For       For          Management
13    Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan
14    Ratify Auditors                         For       For          Management
15    Report on Space-based Weapons Program   Against   Against      Shareholder
16    Adopt a Policy in which the Company     Against   For          Shareholder
      will not Make or Promise to Make Any
      Death Benefit Payments to Senior
      Executives

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GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 6, 2009    Meeting Type: Annual
Record Date:  MAR 9, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul Berg                For       For          Management
1.2   Elect Director John F. Cogan            For       For          Management
1.3   Elect Director Etienne F. Davignon      For       For          Management
1.4   Elect Director James M. Denny           For       For          Management
1.5   Elect Director Carla A. Hills           For       For          Management
1.6   Elect Director John W. Madigan          For       For          Management
1.7   Elect Director John C. Martin           For       For          Management
1.8   Elect Director Gordon E. Moore          For       For          Management
1.9   Elect Director Nicholas G. Moore        For       For          Management
1.10  Elect Director Richard J. Whitley       For       For          Management
1.11  Elect Director Gayle E. Wilson          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management

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HEWITT ASSOCIATES, INC.

Ticker:       HEW            Security ID:  42822Q100
Meeting Date: FEB 4, 2009    Meeting Type: Annual
Record Date:  DEC 8, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Conaty        For       For          Management
1.2   Elect Director Michele M. Hunt          For       For          Management
1.3   Elect Director Cary D. McMillan         For       For          Management
2     Ratify Auditors                         For       For          Management

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

INTERFACE, INC.

Ticker:       IFSIA          Security ID:  458665106
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dianne Dillon-Ridgley    For       Withhold     Management
1.2   Elect Director Dr. June M. Henton       For       Withhold     Management
1.3   Elect Director Christopher G. Kennedy   For       Withhold     Management
1.4   Elect Director K. David Kohler          For       Withhold     Management
1.5   Elect Director Thomas R. Oliver         For       Withhold     Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Ratify Auditors                         For       For          Management

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

JOHNSON CONTROLS, INC.

Ticker:       JCI            Security ID:  478366107
Meeting Date: JAN 21, 2009   Meeting Type: Annual
Record Date:  NOV 20, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis W. Archer         For       For          Management
1.2   Elect Director Richard Goodman          For       For          Management
1.3   Elect Director  Southwood J. Morcott    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Adopt Policy to Obtain Shareholder      Against   For          Shareholder
      Approval of Survivor Benefits

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

JOS. A. BANK CLOTHIERS, INC.

Ticker:       JOSB           Security ID:  480838101
Meeting Date: JUN 18, 2009   Meeting Type: Annual
Record Date:  APR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew A. Giordano       For       For          Management
1.2   Elect Director William E. Herron        For       For          Management
1.3   Elect Director Henry Homes, III         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management

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

KAYNE ANDERSON ENERGY DEVELOPMENT COMPANY

Ticker:       KED            Security ID:  48660Q102
Meeting Date: JUN 30, 2009   Meeting Type: Annual
Record Date:  MAR 30, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William L. Thacker       For       For          Management
1.2   Elect Director Kevin S. McCarthy        For       For          Management
2     Authorize Company to Sell Shares Below  For       For          Management
      Net Asset Value

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

KAYNE ANDERSON ENERGY TOTAL RETURN FUND, INC.

Ticker:       KYE            Security ID:  48660P104
Meeting Date: JUN 16, 2009   Meeting Type: Annual
Record Date:  APR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Trustee Steven C. Good            For       For          Management
1.2   Elect Trustee Kevin S. McCarthy         For       For          Management
2     Authorize Company to Sell Shares Below  For       For          Management
      Net Asset Value

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

KAYNE ANDERSON MLP INVESTMENT COMPANY

Ticker:       KYN            Security ID:  486606106
Meeting Date: JUN 16, 2009   Meeting Type: Annual
Record Date:  APR 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Trustee Kevin S. McCarthy         For       For          Management
2     Authorize Company to Sell Shares Below  For       For          Management
      Net Asset Value

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

KOHL'S CORP.

Ticker:       KSS            Security ID:  500255104
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Peter Boneparth          For       For          Management
2     Elect Director Steven A. Burd           For       For          Management
3     Elect Director John F. Herma            For       For          Management
4     Elect Director Dale E. Jones            For       For          Management
5     Elect Director William S. Kellogg       For       For          Management
6     Elect Director Kevin Mansell            For       For          Management
7     Elect Director R. Lawrence Montgomery   For       For          Management
8     Elect Director Frank V. Sica            For       For          Management
9     Elect Director Peter M. Sommerhauser    For       For          Management
10    Elect Director Stephanie A. Streeter    For       For          Management
11    Elect Director Stephen E. Watson        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors

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

LEUCADIA NATIONAL CORP.

Ticker:       LUK            Security ID:  527288104
Meeting Date: MAY 11, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ian M. Cumming           For       For          Management
1.2   Elect Director Paul M. Dougan           For       For          Management
1.3   Elect Director Alan J. Hirschfield      For       For          Management
1.4   Elect Director James E. Jordan          For       For          Management
1.5   Elect Director Jeffrey C. Keil          For       For          Management
1.6   Elect Director J. Clyde Nichols, III    For       For          Management
1.7   Elect Director Michael Sorkin           For       For          Management
1.8   Elect Director Joseph S. Steinberg      For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management

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

LINCOLN ELECTRIC HOLDINGS, INC.

Ticker:       LECO           Security ID:  533900106
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  MAR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold L. Adams          For       For          Management
1.2   Elect Director Robert J. Knoll          For       For          Management
1.3   Elect Director John M. Stropki, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management

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

LOEWS CORP.

Ticker:       L              Security ID:  540424108
Meeting Date: MAY 12, 2009   Meeting Type: Annual
Record Date:  MAR 16, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director A.E. Berman              For       For          Management
2     Elect Director J.L. Bower               For       For          Management
3     Elect Director C.M. Diker               For       For          Management
4     Elect Director P.J. Fribourg            For       For          Management
5     Elect Director W.L. Harris              For       Against      Management
6     Elect Director P.A. Laskawy             For       For          Management
7     Elect Director K. Miller                For       For          Management
8     Elect Director G.R. Scott               For       For          Management
9     Elect Director A.H. Tisch               For       For          Management
10    Elect Director J.S. Tisch               For       For          Management
11    Elect Director J.M. Tisch               For       For          Management
12    Ratify Auditors                         For       For          Management
13    Amend Articles to Simplify and Update   For       For          Management
      Charter
14    Provide for Cumulative Voting           Against   For          Shareholder

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

MARSHALL & ILSLEY CORPORATION

Ticker:       MI             Security ID:  571837103
Meeting Date: APR 28, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew N. Baur           For       For          Management
1.2   Elect Director Jon F. Chait             For       For          Management
1.3   Elect Director John W. Daniels, Jr.     For       Withhold     Management
1.4   Elect Director Mark F. Furlong          For       For          Management
1.5   Elect Director Ted D. Kellner           For       For          Management
1.6   Elect Director Dennis J. Kuester        For       For          Management
1.7   Elect Director David J. Lubar           For       For          Management
1.8   Elect Director Katharine C. Lyall       For       For          Management
1.9   Elect Director John A. Mellowes         For       For          Management
1.10  Elect Director San W. Orr, Jr.          For       For          Management
1.11  Elect Director Robert J. O'Toole        For       For          Management
1.12  Elect Director Peter M. Platten, III    For       For          Management
1.13  Elect Director John S. Shiely           For       For          Management
1.14  Elect Director George E. Wardeberg      For       For          Management
1.15  Elect Director James B. Wigdale         For       For          Management
2     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
3     Approve Omnibus Stock Plan              For       Against      Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named Executive For       Against      Management
      Officers' Compensation
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors

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

MCMORAN EXPLORATION CO.

Ticker:       MMR            Security ID:  582411104
Meeting Date: JUN 11, 2009   Meeting Type: Annual
Record Date:  APR 14, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Adkerson      For       For          Management
1.2   Elect Director Robert A. Day            For       For          Management
1.3   Elect Director Gerald J. Ford           For       For          Management
1.4   Elect Director H. Devon Graham, Jr.     For       For          Management
1.5   Elect Director Suzanne T. Mestayer      For       For          Management
1.6   Elect Director James R. Moffett         For       For          Management
1.7   Elect Director B. M. Rankin, Jr.        For       For          Management
2     Ratify Auditors                         For       For          Management

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

METTLER-TOLEDO INTERNATIONAL INC.

Ticker:       MTD            Security ID:  592688105
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert F. Spoerry        For       For          Management
1.2   Elect Director Wah-Hui Chu              For       For          Management
1.3   Elect Director Francis A. Contino       For       For          Management
1.4   Elect Director Olivier A. Filliol       For       For          Management
1.5   Elect Director Michael A. Kelly         For       For          Management
1.6   Elect Director Hans Ulrich Maerki       For       For          Management
1.7   Elect Director George M. Milne          For       For          Management
1.8   Elect Director Thomas P. Salice         For       For          Management
2     Ratify Auditors                         For       For          Management

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

MGIC INVESTMENT CORP.

Ticker:       MTG            Security ID:  552848103
Meeting Date: MAY 14, 2009   Meeting Type: Annual
Record Date:  MAR 13, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Karl E. Case             For       For          Management
1.2   Elect Director Curt S. Culver           For       For          Management
1.3   Elect Director William A. McIntosh      For       For          Management
1.4   Elect Director Leslie M. Muma           For       For          Management
2     Ratify Auditors                         For       For          Management

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

O'REILLY AUTOMOTIVE, INC.

Ticker:       ORLY           Security ID:  686091109
Meeting Date: MAY 5, 2009    Meeting Type: Annual
Record Date:  FEB 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles H. O'Reilly, Jr  For       Withhold     Management
1.2   Elect Director John Murphy              For       For          Management
1.3   Elect Director Ronald Rashkow           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Nonqualified Employee Stock     For       For          Management
      Purchase Plan
4     Approve Omnibus Stock Plan              For       Against      Management

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

OSHKOSH CORP.

Ticker:       OSK            Security ID:  688239201
Meeting Date: FEB 3, 2009    Meeting Type: Annual
Record Date:  DEC 9, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. William Andersen      For       For          Management
1.2   Elect Director Robert G. Bohn           For       For          Management
1.3   Elect Director Richard M. Donnelly      For       For          Management
1.4   Elect Director F.M. Franks, Jr.         For       For          Management
1.5   Elect Director Michael W. Grebe         For       For          Management
1.6   Elect Director Kathleen J. Hempel       For       For          Management
1.7   Elect Director Harvey N. Medvin         For       For          Management
1.8   Elect Director J. Peter Mosling, Jr.    For       For          Management
1.9   Elect Director Craig P. Omtvedt         For       For          Management
1.10  Elect Director Timothy J. Roemer        For       For          Management
1.11  Elect Director Richard G. Sim           For       For          Management
1.12  Elect Director Charles L. Szews         For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Reincorporate in Another State from     Against   Against      Shareholder
      Wisconsin to North Dakota

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

PENSKE AUTOMOTIVE GROUP, INC.

Ticker:       PAG            Security ID:  70959W103
Meeting Date: APR 30, 2009   Meeting Type: Annual
Record Date:  MAR 10, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John D. Barr             For       For          Management
1.2   Elect Director Michael R. Eisenson      For       For          Management
1.3   Elect Director Hiroshi Ishikawa         For       For          Management
1.4   Elect Director Robert H. Kurnick, Jr.   For       For          Management
1.5   Elect Director William J. Lovejoy       For       For          Management
1.6   Elect Director Kimberly J. McWaters     For       For          Management
1.7   Elect Director Lucio A. Noto            For       For          Management
1.8   Elect Director Roger S. Penske          For       For          Management
1.9   Elect Director Richard J. Peters        For       For          Management
1.10  Elect Director Ronald G. Steinhart      For       For          Management
1.11  Elect Director H. Brian Thompson        For       For          Management
2     Ratify Auditors                         For       For          Management

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

SALLY BEAUTY HOLDINGS, INC.

Ticker:       SBH            Security ID:  79546E104
Meeting Date: JAN 22, 2009   Meeting Type: Annual
Record Date:  NOV 24, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth A. Giuriceo      For       For          Management
1.2   Elect Director Robert R. McMaster       For       For          Management
1.3   Elect Director M. Miller De Lombera     For       For          Management
2     Ratify Auditors                         For       For          Management

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

SCANSOURCE, INC.

Ticker:       SCSC           Security ID:  806037107
Meeting Date: DEC 4, 2008    Meeting Type: Annual
Record Date:  OCT 15, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael L. Baur          For       Withhold     Management
1.2   Elect Director Steven R. Fischer        For       For          Management
1.3   Elect Director James G. Foody           For       For          Management
1.4   Elect Director Michael J. Grainger      For       For          Management
1.5   Elect Director John P. Reilly           For       For          Management
2     Ratify Auditors                         For       For          Management

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

ST. JUDE MEDICAL, INC.

Ticker:       STJ            Security ID:  790849103
Meeting Date: MAY 8, 2009    Meeting Type: Annual
Record Date:  MAR 11, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John W. Brown            For       For          Management
1.2   Elect Director Daniel J. Starks         For       For          Management
2     Approve Executive Incentive Bonus Plan  For       For          Management
3     Ratify Auditors                         For       For          Management

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

STEPAN CO.

Ticker:       SCL            Security ID:  858586100
Meeting Date: APR 21, 2009   Meeting Type: Annual
Record Date:  FEB 20, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary E. Hendrickson      For       For          Management
1.2   Elect Director Gregory E. Lawton        For       For          Management
2     Amend Executive Incentive Bonus Plan    For       For          Management
3     Ratify Auditors                         For       For          Management

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

THERMO FISHER SCIENTIFIC INC.

Ticker:       TMO            Security ID:  883556102
Meeting Date: MAY 20, 2009   Meeting Type: Annual
Record Date:  MAR 27, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Judy C. Lewent           For       For          Management
1.2   Elect Director Peter J. Manning         For       For          Management
1.3   Elect Director Jim P. Manzi             For       For          Management
1.4   Elect Director Elaine S. Ullian         For       For          Management
2     Ratify Auditors                         For       For          Management

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

VCA ANTECH, INC.

Ticker:       WOOF           Security ID:  918194101
Meeting Date: JUN 1, 2009    Meeting Type: Annual
Record Date:  APR 3, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John M. Baumer           For       Withhold     Management
1.2   Elect Director Frank Reddick            For       Withhold     Management
2     Ratify Auditors                         For       For          Management

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

W.W. GRAINGER, INC.

Ticker:       GWW            Security ID:  384802104
Meeting Date: APR 29, 2009   Meeting Type: Annual
Record Date:  MAR 2, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brian P. Anderson        For       For          Management
1.2   Elect Director Wilbur H. Gantz          For       For          Management
1.3   Elect Director V. Ann Hailey            For       For          Management
1.4   Elect Director William K. Hall          For       For          Management
1.5   Elect Director Richard L. Keyser        For       For          Management
1.6   Elect Director Stuart L. Levenick       For       For          Management
1.7   Elect Director John W. McCarter, Jr.    For       For          Management
1.8   Elect Director Neil S. Novich           For       For          Management
1.9   Elect Director Michael J. Roberts       For       For          Management
1.10  Elect Director Gary L. Rogers           For       For          Management
1.11  Elect Director James T. Ryan            For       For          Management
1.12  Elect Director James D. Slavik          For       For          Management
1.13  Elect Director Harold B. Smith          For       For          Management
2     Ratify Auditors                         For       For          Management

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

WALGREEN CO.

Ticker:       WAG            Security ID:  931422109
Meeting Date: JAN 14, 2009   Meeting Type: Annual
Record Date:  NOV 17, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William C. Foote         For       For          Management
1.2   Elect Director Mark P. Frissora         For       For          Management
1.3   Elect Director Alan G. Mcnally          For       For          Management
1.4   Elect Director Cordell Reed             For       For          Management
1.5   Elect Director Nancy M. Schlichting     For       For          Management
1.6   Elect Director David Y. Schwartz        For       For          Management
1.7   Elect Director Alejandro Silva          For       For          Management
1.8   Elect Director James A. Skinner         For       For          Management
1.9   Elect Director Marilou M. Von Ferstel   For       For          Management
1.10  Elect Director Charles R. Walgreen III  For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock Purchase For       For          Management
      Plan
4     Require Independent Board Chairman      Against   For          Shareholder
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation

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

WOODWARD GOVERNOR COMPANY

Ticker:       WGOV           Security ID:  980745103
Meeting Date: JAN 22, 2009   Meeting Type: Annual
Record Date:  NOV 24, 2008

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul Donovan             For       For          Management
1.2   Elect Director Thomas A. Gendron        For       For          Management
1.3   Elect Director John A. Halbrook         For       For          Management
1.4   Elect Director Dr. Ronald M. Sega       For       For          Management
2     Ratify Auditors                         For       For          Management

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

YUM BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 21, 2009   Meeting Type: Annual
Record Date:  MAR 23, 2009

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David W. Dorman          For       For          Management
1.2   Elect Director Massimo Ferragamo        For       For          Management
1.3   Elect Director J. David Grissom         For       For          Management
1.4   Elect Director Bonnie G. Hill           For       For          Management
1.5   Elect Director Robert Holland, Jr.      For       For          Management
1.6   Elect Director Kenneth G. Langone       For       For          Management
1.7   Elect Director Jonathan S. Linen        For       For          Management
1.8   Elect Director Thomas C. Nelson         For       For          Management
1.9   Elect Director David C. Novak           For       For          Management
1.10  Elect Director Thomas M. Ryan           For       For          Management
1.11  Elect Director Jing-Shyh S. Su          For       For          Management
1.12  Elect Director Jackie Trujillo          For       For          Management
1.13  Elect Director Robert D. Walter         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote
5     Advisory Vote to Ratify Named Executive Against   For          Shareholder
      Officers' Compensation
6     Report on Sustainability and Food       Against   Against      Shareholder
      Safety in the Supply Chain
7     Adopt Principles for Health Care Reform Against   Against      Shareholder
8     Report on Animal Welfare Policies       Against   Against      Shareholder
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Any ballot marked 'Abstain' is considered to have been voted. Ballots marked 'Abstain' areconsidered to be have been voted against management's recommendation, regardless ofwhether the recommendation is 'For' or 'Against,' except where management has made norecommendation or has recommended that shareholders 'Abstain.'Where management has recommended that shareholders 'Abstain' from voting on a ballot item:1) a ballot market 'Abstain' is considered to have been voted for management'srecommendation to 'Abstain' and 2) a ballot voted 'For" or 'Against' is considered tohave been voted against management's recommendation to 'Abstain.'Where management has made no recommendation on a ballot item, the abbreviation"N/A" is used to denote that there is no applicable recommendation compared towhich a vote may be 'For' or 'Against' the recommendation of management.  

**SIGNATURES**

Pursuant to the requirements of the InvestmentCompany Act of 1940, the registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

| (Registrant)             | Nicholas Fund, Inc.                                |
|--------------------------|----------------------------------------------------|
|                          |                                                    |
| By (Signature and Title) | /s/    Albert O. Nicholas                          |
|                          | Albert O. Nicholas, Principal    Executive Officer |
|                          |                                                    |
| Date                     | 08/28/2009                                         |