Ivy Variable Insurance Portfolios N-PX Annual report of proxy voting record

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-5017

IVY FUNDS VARIABLE INSURANCE PORTFOLIOS

(Exact Name as Specified in Charter)

6300 Lamar Avenue, Overland Park, Kansas                    66202-4200

(Address of Principal Executive Office)                             (Zip Code)

Kristen A. Richards, 6300 Lamar Avenue, Overland Park, Kansas           66202-4200

(Name and Address of Agent for Service)

Registrant's Telephone Number, including Area Code (913) 236-2000

Date of fiscal year end: December 31

Date of reporting period: July 1, 2008 to June 30, 2009

IVY FUNDS VIP ASSET STRATEGY
(until July 31, 2008, W&R Target Asset Strategy Portfolio)

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
90 W&R Target Asset Strategy
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
06/23/09 - A/S	Alstom			F0259M475			06/18/09
		Ordinary Business
	1	Approve Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Accept Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	3	Approve Allocation of Income and Dividends of EUR 1.12 per Share			For	For		Mgmt
			3.18
	4	Approve Special Auditors' Report Regarding Ongoing Related-Party Transaction			For	For		Mgmt
			3.5
	5	Approve Transaction with Patrick Kron			For	For		Mgmt
			4.1
	6	Ratify PricewaterhouseCoopers Audit as Auditor			For	For		Mgmt
			3.1a
	7	Ratify Mazars as Auditor			For	For		Mgmt
			3.1a
	8	Ratify Yves Nicolas as Alternate Auditor			For	For		Mgmt
			3.1a
	9	Ratify Patrick de Cambourg as Alternate Auditor			For	For		Mgmt
			3.1a
	10	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
		Special Business
	11	Approve Reduction in Share Capital via Cancellation of Repurchased Shares			For	For		Mgmt
			3.22a
	12	Authorize Filing of Required Documents/Other Formalities			For	For		Mgmt
			2.14b
05/29/09 - A	Annaly Capital Management Inc. *NLY*			035710409			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director W. Denahan-Norris --- For
			Item 2.6a
	1.2	Elect Director Michael Haylon --- For
			Item 2.6a
	1.3	Elect Director Donnell A. Segalas --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
12/16/08 - S	Baidu Inc. *BIDU*			056752108			11/13/08
		Meeting for ADR Holders
	1	Authorize Share Repurchase Program			For	For		Mgmt
			3.21a
	2	Amend Articles of Association Re: Issue and Purchase of Shares			For	For		Mgmt
			3.23c
	3	Change Company Name to Baidu, Inc.			For	For		Mgmt
			3.17
	4	Adopt New Memorandum and Articles of Association			For	For		Mgmt
			3.23c
	5	Amend 2000 Option Plan			For	Against		Mgmt
			99 Per Ryan Caldwell
	6	Approve 2008 Share Incentive Plan			For	Against		Mgmt
			4.1 Total number of shares available to grant is > 10% of the outstanding shares
10/23/08 - A	BHP Billiton plc			G10877101			None
	1	Accept Financial Statements and Statutory Reports for BHP Billiton plc			For	For		Mgmt
			3.24
	2	Accept Financial Statements and Statutory Reports for BHP Billiton Limited			For	For		Mgmt
			3.24
	3	Re-elect Paul Anderson as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	4	Re-elect Paul Anderson as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	5	Re-elect Don Argus as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	6	Re-elect Don Argus as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	7	Re-elect Dr John Buchanan as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	8	Re-elect Dr John Buchanan as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	9	Re-elect David Crawford as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	10	Re-elect David Crawford as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	11	Re-elect Jacques Nasser as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	12	Re-elect Jacques Nasser as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	13	Re-elect Dr John Schubert as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	14	Re-elect Dr John Schubert as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	15	Elect Alan Boeckmann as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	16	Elect Alan Boeckmann as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
		Shareholder Proposal
	17	Elect Stephen Mayne as Director of BHP Billiton plc			Against	Against		ShrHoldr
			2.6b
	18	Elect Stephen Mayne as Director of BHP Billiton Limited			Against	Against		ShrHoldr
			2.6b
		Continuation of Management Proposals
	19	Elect Dr David Morgan as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	20	Elect Dr David Morgan as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	21	Elect Keith Rumble as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	22	Elect Keith Rumble as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	23	Reappoint KPMG Audit plc as Auditors of BHP Billiton plc and Authorise the Board to Determine Their Remuneration			For	For		Mgmt
			3.1a
	24	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 277,983,328			For	Against		Mgmt
			3.9a
	25	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 55,778,030			For	For		Mgmt
			3.9b
	26	Authorise 223,112,120 BHP Billiton plc Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
	27i	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 30 April 2009			For	For		Mgmt
			3.22a
	27ii	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 29 May 2009			For	For		Mgmt
			3.22a
	27iii	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 15 June 2009			For	For		Mgmt
			3.22a
	27iv	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 31 July 2009			For	For		Mgmt
			3.22a
	27v	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 15 September 2009			For	For		Mgmt
			3.22a
	27vi	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 30 November 2009			For	For		Mgmt
			3.22a
	28	Approve Remuneration Report			For	For		Mgmt
			2.8a
	29	Amend BHP Billiton plc Group Incentive Scheme; Amend BHP Billiton Limited Group Incentive Scheme			For	For		Mgmt
			4.1
	30	Approve Grant of Deferred Shares and Options under the BHP Billiton Limited Group Incentive Scheme and the Grant of Performance Shares under the BHP Billiton Limited Long Term Incentive Plan to Executive Director, Marius Kloppers			For	For		Mgmt
			4.1
	31	Increase Maximum Aggregate Remuneration Paid by BHP Billiton plc to All Non-Executive Directors Together with the Remuneration Paid to Those Non-Executive Directors by BHP Billiton Limited to USD 3,800,000; Approve this Increase for All Purposes			For	For		Mgmt
			2.8a
	32	Increase Maximum Aggregate Remuneration Paid by BHP Billiton Limited to All Non-Executive Directors Together with the Remuneration Paid to Those Non-Executive Directors by BHP Billiton plc to USD 3,800,000; Approve this Increase for All Purposes			For	For		Mgmt
			2.8a
	33	Amend the Articles of Association of of BHP Billiton plc			For	For		Mgmt
			3.23b
	34	Amend the Constitution of BHP Billiton Limited			For	For		Mgmt
			3.23b
08/29/08 - S	China Communications Construction Company Ltd.			Y14369105			07/29/08
		Special Business
	1	Approve Issuance of Domestic Corporate Bonds With a Principal Amount Not More Than RMB 15.0 Billion			For	For		Mgmt
			99 Per Ryan Caldwell
06/18/09 - A	China Communications Construction Company Ltd.			Y14369105			05/18/09
	1	Accept Report of the Board of Directors			For	For		Mgmt
			3.24
	2	Accept Report of the Supervisory Committee			For	For		Mgmt
			3.24
	3	Accept Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	4	Approve Profit Distribution and Dividend Distribution Plan			For	For		Mgmt
			3.18
	5	Reappoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian CPAs Limited Company as International and Domestic Auditors, Respectively, and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	6	Allow Electronic Distribution of Company Communications			For	For		Mgmt
			3.23b
	7	Amend Articles of Association			For	For		Mgmt
			3.23b
	8	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
03/26/09 - S	China Construction Bank Corporation			Y1397N101			02/23/09
		Special Business
	1	Approve Issuance of Subordinated Bonds in the Aggregate Principal Amount Not Exceeding RMB 80 Billion			For	For		Mgmt
			99 per Ryan Caldwell
		Ordinary Business
	2	Approve Resolution on Supplying Corporate Communications to the Holders of H Shares By Means of the Bank's Own Website			For	For		Mgmt
			3.23b
06/11/09 - A	China Construction Bank Corporation			Y1397N101			05/11/09
	1	Accept 2008 Report of the Board of Directors			For	For		Mgmt
			3.24
	2	Accept 2008 Report of the Board of Supervisors			For	For		Mgmt
			3.24
	3	Accept 2008 Final Financial Accounts			For	For		Mgmt
			3.24
	4	Approve 2009 Fixed Assets Investment Budget			For	For		Mgmt
			99
	5	Approve Profit Distribution Plan for the Second Half of 2008			For	For		Mgmt
			3.18
	6	Approve 2008 Final Emoluments Distribution Plan for Directors and Supervisors			For	For		Mgmt
			2.8a
	7	Appoint Auditors			For	For		Mgmt
			3.1a
	8	Elect Chen Zuofu as Executive Director			For	For		Mgmt
			2.6a
05/25/09 - A	China Life Insurance Co. Limited			Y1477R204			04/24/09
	1	Approve Report of the Board of Directors			For	For		Mgmt
			3.24
	2	Accept Report of the Supervisory Committee			For	For		Mgmt
			3.24
	3	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	4	Approve Profit Distribution and Cash Dividend Distribution Plan for the Year Ended Dec. 31, 2008			For	For		Mgmt
			3.18
	5	Approve Remuneration of Directors and Supervisors			For	For		Mgmt
			2.8a
	6	Reappoint PricewaterhouseCoopers Zhong Tian Certified Public Accountants Co. Ltd. and PricewaterhouseCoopers as PRC and International Auditors, Respectfully, and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	7a	Elect Yang Chao as Executive Director			For	For		Mgmt
			2.6a
	7b	Elect Wan Feng as Executive Director			For	For		Mgmt
			2.6a
	7c	Elect Lin Dairen as Executive Director			For	For		Mgmt
			2.6a
	7d	Elect Liu Yingqi as Executive Director			For	For		Mgmt
			2.6a
	7e	Elect Miao Jianmin as Non-Executive Director			For	For		Mgmt
			2.6a
	7f	Elect Shi Guoqing as Non-Executive Director			For	For		Mgmt
			2.6a
	7g	Elect Zhuang Zuojin as Non-Executive Director			For	For		Mgmt
			2.6a
	7h	Elect Sun Shuyi as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	7i	Elect Ma Yongwei as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	7j	Elect Sun Changji as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	7k	Elect Bruce Douglas Moore as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	8a	Elect Xia Zhihua as Non-Employee Representative Supervisor			For	For		Mgmt
			2.6a
	8b	Elect Shi Xiangming as Non-Employee Representative Supervisor			For	For		Mgmt
			2.6a
	8c	Elect Tian Hui as Non-Employee Representative Supervisor			For	For		Mgmt
			2.6a
	9	Approve Renewal of Liability Insurance for Directors and Senior Management Officers			For	Against		Mgmt
			2.9c No Information
	10	Review Duty Report of Independent Directors for the Year 2008			None	None		Mgmt
	11	Review Status of Connected Transactions and Execution of Connected Transaction Management System of the Company for the Year 2008			None	None		Mgmt
	12	Amend Articles of Association			For	For		Mgmt
			3.23b
	13	Amend Procedural Rules for Shareholders' General Meetings			For	For		Mgmt
			3.23b
	14	Amend Procedural Rules for Board of Directors Meetings			For	For		Mgmt
			3.23b
	15	Amend Procedural Rules for the Supervisory Committee Meetings			For	For		Mgmt
			3.23b
	16	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
05/27/09 - A	China Overseas Land & Investment Ltd.			Y15004107			05/25/09
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2a	Reelect Chen Bin as Director			For	For		Mgmt
			2.6a
	2b	Reelect Zhu Yijian as Director			For	For		Mgmt
			2.6a
	2c	Reelect Luo Liang as Director			For	Against		Mgmt
			2.6b Attendance less than 75%
	2d	Reelect Li Kwok Po, David as Director			For	For		Mgmt
			2.6a
	2e	Reelect Fan Hsu Lai Tai, Rita as Director			For	For		Mgmt
			2.6a
	3	Authorize the Board to Fix Remuneration of Directors			For	For		Mgmt
			2.8a
	4	Approve Final Dividend of HK$0.07 Per Share			For	For		Mgmt
			3.18
	5	Reappoint Deloitte Touche Tohmatsu as Auditors and Authorize the Board to Fix Their Remuneration			For	For		Mgmt
			3.18
	6	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
	7	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
	8	Authorize Reissuance of Repurchased Shares			For	For		Mgmt
			3.9b
05/27/09 - S	China Overseas Land & Investment Ltd.			Y15004107			05/25/09
	1	Approve CSCECL Group Engagement Agreement and Related Cap			For	For		Mgmt
			3.5
	2	Approve CSC Group Engagement Agreement and Related Cap			For	For		Mgmt
			3.5
05/22/09 - A	China Petroleum & Chemical Corp.			Y15010104			04/22/09
	1	Accept Report of the Board of Directors			For	For		Mgmt
			3.24
	2	Accept Report of the Supervisory Committee			For	For		Mgmt
			3.24
	3	Accept Consolidated Financial Statements			For	For		Mgmt
			3.24
	4	Approve Plan for Allocating Any Surplus Common Reserve Funds of RMB 20 Billion From the After-Tax Profit			For	For		Mgmt
			3.18
	5	Approve Profit Distribution Plan for the Year Ended Dec. 31, 2008			For	For		Mgmt
			3.18
	6	Reappoint KPMG Huazhen and KPMG as Domestic and Overseas Auditors, Respectively, and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	7	Authorize Board to Determine the Interim Profit Distribution Plan for 2009			For	For		Mgmt
			99
		Elect Ten Directors by Cumulative Voting
	8a	Elect Su Shulin as Director			For	Against		Mgmt
			3.5
	8b	Elect Wang Tianpu as Director			For	Against		Mgmt
			3.5
	8c	Elect Zhang Yaocang as Director			For	Against		Mgmt
			3.5
	8d	Elect Zhang Jianhua as Director			For	Against		Mgmt
			3.5
	8e	Elect Wang Zhigang as Director			For	Against		Mgmt
			3.5
	8f	Elect Cai Xiyou as Director			For	Against		Mgmt
			3.5
	8g	Elect Cao Yaofeng as Director			For	Against		Mgmt
			3.5
	8h	Elect Li Chunguang as Director			For	Against		Mgmt
			3.5
	8i	Elect Dai Houliang as Director			For	Against		Mgmt
			3.5
	8j	Elect Liu Yun as Director			For	Against		Mgmt
			3.5
		Elect Five Independent Non-Executive Directors by Cumulative Voting
	8k	Elect Liu Zhongli as Independent Non-Executive Director			For	Against		Mgmt
			3.5
	8l	Elect Ye Qing as Independent Non-Executive Director			For	Against		Mgmt
			3.5
	8m	Elect Li Deshui as Independent Non-Executive Director			For	Against		Mgmt
			3.5
	8n	Elect Xie Zhongyu as Independent Non-Executive Director			For	Against		Mgmt
			3.5
	8o	Elect Chen Xiaojin as Independent Non-Executive Director			For	Against		Mgmt
			3.5
	9	Elect Wang Zuoran as Supervisor			For	Against		Mgmt
			3.5
	9a	Elect Zhang Youcai as Supervisor			For	Against		Mgmt
			3.5
	9b	Elect Geng Limin as Supervisor			For	Against		Mgmt
			3.5
	9c	Elect Zou Huiping as Supervisor			For	Against		Mgmt
			3.5
	9d	Elect Li Yonggui as Supervisor			For	Against		Mgmt
			3.5
	10	Approve Service Contract Among the Company, Directors and Supervisors			For	For		Mgmt
			3.24
	11	Authorize Secretary of the Board to Deal with All Matters Relating to the Election of the Directors and Supervisors			For	For		Mgmt
			3.24
	12	Amend Articles of Association			For	For		Mgmt
			3.23b
	13	Authorize Secretary of the Board to Deal with All Matters Relating to the Proposed Amendments to the Articles of Association			For	For		Mgmt
			3.24
	14	Authorize Board to Determine the Proposed Plan for Issuance of Debt Financing Instruments			For	For		Mgmt
			99 Per Mike Avery
	15	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
06/05/09 - A	CHINA SHENHUA ENERGY CO LTD			Y1504C113			05/05/09
	1	Accept Report of the Board of Directors			For	For		Mgmt
			3.24
	2	Accept Report of the Board of Supervisors			For	For		Mgmt
			3.24
	3	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	4	Approve Profit Distribution Plan			For	For		Mgmt
			3.18
	5	Approve Remuneration of Directors and Supervisors			For	For		Mgmt
			2.8a
	6	Reappoint KPMG Huazhen and KPMG as PRC and International Auditors, Respectively, and Authorize the Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	7	Elect Gong Huazhang as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	8	Approve Connected Transaction with a Related Party			For	For		Mgmt
			3.5
	9	Amend Articles of Association			For	For		Mgmt
			3.23b
	10	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
	11	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
06/05/09 - S	CHINA SHENHUA ENERGY CO LTD			Y1504C113			05/05/09
		Class Meeting for H Shareholders
		Special Business
	1	Authorize Repurchase of Up to 10 Percent of the Issued A Share Capital and H Share Capital			For	For		Mgmt
			Item 3.21a
05/27/09 - A	CNOOC LTD			Y1662W117			05/19/09
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Final Dividend			For	For		Mgmt
			3.18
	3a	Reelect Wu Guangqi as Executive Director			For	For		Mgmt
			2.6a
	3b	Reelect Cao Xinghe as Non-Executive Director			For	For		Mgmt
			2.6a
	3c	Reelect Wu Zhenfang as Non-Executive Director			For	For		Mgmt
			2.6a
	3d	Reelect Edgar W. K. Cheng as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	3e	Authorize the Board to Fix Remuneration of Directors			For	For		Mgmt
			2.8a
	4	Reappoint Auditors and Authorize the Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	5	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
	6	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
	7	Authorize Reissuance of Repurchased Shares			For	For		Mgmt
			3.9b
	8	Amend Articles of Association			For	For		Mgmt
			3.23c
09/30/08 - A	Ctrip.com International Ltd. *CTRP*			22943F100			08/22/08
		Meeting for ADR Holders
	1	Authorize Share Repurchase Program			For	For		Mgmt
			Item 3.21a
04/22/09 - A	Ericsson (Telefonaktiebolaget L M Ericsson)			W26049119			04/16/09
	1	Elect Michael Treschow as Chairman of Meeting			For	For		Mgmt
			2.14a
	2	Prepare and Approve List of Shareholders			For	For		Mgmt
			2.14a
	3	Approve Agenda of Meeting			For	For		Mgmt
			2.14a
	4	Acknowledge Proper Convening of Meeting			For	For		Mgmt
			2.14a
	5	Designate Inspector(s) of Minutes of Meeting			For	For		Mgmt
			2.14a
	6	Receive Financial Statements and Statutory Reports; Receive Auditors' Report			None	None		Mgmt
	7	Receive President's Report; Allow Questions			None	None		Mgmt
	8a	Approve Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	8b	Approve Discharge of Board and President			For	For		Mgmt
			3.25
	8c	Approve Allocation of Income and Dividends of SEK 1.85 per Share; Approve April 27, 2009 as Record Date for Dividend			For	For		Mgmt
			3.18
	9a	Determine Number of Members (10) and Deputy Members (0) of Board			For	For		Mgmt
			2.1b
	9b	Approve Remuneration of Directors in the Amount of SEK 3.8 Million for Chairman and SEK 750,000 for Other Directors (Including Possibility to Receive Part of Remuneration in Phantom Shares); Approve Remuneration of Committee Members			For	For		Mgmt
			2.8a
	9c	Reelect Michael Treschow (Chairman), Roxanne Austin, Peter Bonfield, Boerje Ekholm, Ulf Johansson, Sverker Martin-Loef, Nancy McKinstry, Anders Nyren, Carl-Henric Svanberg, and Marcus Wallenberg as Directors			For	For		Mgmt
			2.6a
	9d	Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders by Voting Power to Serve on Nominating Committee; Approve the Assignment of the Nomination Committee			For	For		Mgmt
			2.6a
	9e	Approve Omission of Remuneration to Nominating Committee Members			For	For		Mgmt
			2.8a
	9f	Approve Remuneration of Auditors			For	For		Mgmt
			3.1a
	10	Approve Remuneration Policy And Other Terms of Employment For Executive Management			For	For		Mgmt
			4.1
	11.1	Approve 2009 Share Matching Plan for All Employees			For	For		Mgmt
			4.3
	11.2	Authorize Reissuance of 13.9 Million Repurchased Class B Shares for 2009 Share Matching Plan for All Employees			For	For		Mgmt
			3.6
	11.3	Approve Swap Agreement with Third Party as Alternative to Item 11.2			For	Against		Mgmt
			99
	11.4	Approve 2009 Share Matching Plan for Key Contributors			For	For		Mgmt
			4.3
	11.5	Authorize Reissuance of 8.5 Million Repurchased Class B Shares for 2009 Share Matching Plan for Key Contributors			For	For		Mgmt
			3.6
	11.6	Approve Swap Agreement with Third Party as Alternative to Item 11.5			For	Against		Mgmt
			99
	11.7	Approve 2009 Restricted Stock Plan for Executives			For	For		Mgmt
			4.3
	11.8	Authorize Reissuance of 4.6 Million Repurchased Class B Shares for 2009 Restricted Stock Plan for Executives			For	For		Mgmt
			3.6
	11.9	Approve Swap Agreement with Third Party as Alternative to Item 11.8			For	Against		Mgmt
			99
	12	Authorize Reissuance of 11 Million Repurchased Class B Shares to Cover Social Costs in Connection with 2001 Global Stock Incentive Program, and 2005, 2006, 2007, and 2008 Long-Term Incentive and Variable Compensation Plans			For	For		Mgmt
			3.6
	13	Amend Articles Regarding Publication of Meeting Notice			For	For		Mgmt
			3.23b
		Shareholder Proposals
	14	Authorize the Board of Directors to Explore How to Provide All Shares with Equal Voting Rights			None	For		ShrHoldr
			3.8b
	15	Close Meeting			None	None		Mgmt
05/06/09 - A	Gilead Sciences, Inc. *GILD*			375558103			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Paul Berg --- For
			2.6a
	1.2	Elect Director John F. Cogan --- For
			2.6a
	1.3	Elect Director Etienne F. Davignon --- For
			2.6a
	1.4	Elect Director James M. Denny --- For
			2.6a
	1.5	Elect Director Carla A. Hills --- For
			2.6a
	1.6	Elect Director John W. Madigan --- For
			2.6a
	1.7	Elect Director John C. Martin --- For
			2.6a
	1.8	Elect Director Gordon E. Moore --- For
			2.6a
	1.9	Elect Director Nicholas G. Moore --- For
			2.6a
	1.10	Elect Director Richard J. Whitley --- For
			2.6a
	1.11	Elect Director Gayle E. Wilson --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
10/20/08 - S	Hengan International Group Co. Ltd.			G4402L128			None
	1	Approve Acquisition By Ever Town Investments Ltd. of 51 Percent of the Entire Issued Share Capital of QinQin Foodstuffs Group Co., Ltd. From Total Good Group Ltd.			For	For		Mgmt
			3.5 per Ryan Caldwell
05/20/09 - A	Hengan International Group Co. Ltd.			G4402L128			05/12/09
	1	Accept Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Declare Final Dividend			For	For		Mgmt
			3.18
	3a	Reelect Xu Da Zuo as Director			For	For		Mgmt
			2.6a
	3b	Reelect Xu Chun Man as Director			For	For		Mgmt
			2.6a
	3c	Reelect Chu Cheng Chung as Director			For	For		Mgmt
			2.6a
	3d	Authorize Board to Fix Remuneration of Directors			For	For		Mgmt
			2.8a
	4	Reappoint Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	5	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
	6	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
	7	Authorize Reissuance of Repurchased Shares			For	For		Mgmt
			3.9b
03/18/09 - A	Hewlett-Packard Company *HPQ*			428236103			01/20/09
	1	Elect Director Lawrence T. Babbio, Jr.			For	For		Mgmt
			Item 2.6a
	2	Elect Director Sari M. Baldauf			For	For		Mgmt
			Item 2.6a
	3	Elect Director Rajiv L. Gupta			For	For		Mgmt
			Item 2.6a
	4	Elect Director John H. Hammergren			For	For		Mgmt
			Item 2.6a
	5	Elect Director Mark V. Hurd			For	For		Mgmt
			Item 2.6a
	6	Elect Director Joel Z. Hyatt			For	For		Mgmt
			Item 2.6a
	7	Elect Director John R. Joyce			For	For		Mgmt
			Item 2.6a
	8	Elect Director Robert L. Ryan			For	For		Mgmt
			Item 2.6a
	9	Elect Director Lucille S. Salhany			For	For		Mgmt
			Item 2.6a
	10	Elect Director G. Kennedy Thompson			For	For		Mgmt
			Item 2.6a
	11	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/29/09 - A	ICICI BANK LTD			Y38575109			06/15/09
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Dividend on Preference Shares of INR 100 per Share			For	For		Mgmt
			3.18
	3	Approve Dividend of INR 11 Per Equity Share			For	For		Mgmt
			3.18
	4	Reappoint A. Puri as Director			For	For		Mgmt
			2.6a
	5	Reappoint M.K. Sharma as Director			For	For		Mgmt
			2.6a
	6	Reappoint P.M. Sinha as Director			For	For		Mgmt
			2.6a
	7	Reappoint V.P. Watsa as Director			For	For		Mgmt
			2.6a
	8	Approve BSR & Co., Chartered Accountants, as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	9	Appoint Branch Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	10	Appoint M.S. Ramachandran as Director			For	For		Mgmt
			2.6a
	11	Appoint K. Ramkumar as Director			For	For		Mgmt
			2.6a
	12	Approve Appointment and Remuneration of K. Ramkumar, Executive Director			For	For		Mgmt
			1.3a
	13	Appoint N.S. Kannan as Director			For	For		Mgmt
			2.6a
	14	Approve Appointment and Remuneration of N.S. Kannan, Executive Director and Chief Financial Officer			For	For		Mgmt
			1.3a
	15	Appoint S. Bakhshi as Director			For	For		Mgmt
			2.6a
	16	Approve Appointment and Remuneration of S. Bakhshi, Deputy Managing Director			For	For		Mgmt
			1.3a
07/07/08 - S	Indofood Agri Resources Ltd. (frmly CITYAXIS HOLDINGS LTD)			Y3974E108			None
	1	Approve Subscription by PT SIMP of 187,500 New Shares in the Share Capital of PT LPI for an Aggregate Cash Consideration of Rp 375 Billion			For	For		Mgmt
			3.5 per Dan Vrabac
10/27/08 - S	Industrial and Commercial Bank of China Limited			ADPV10686			09/26/08
	1	Elect Jiang Jianqing as Executive Director			For	For		Mgmt
			2.6a
	2	Elect Yang Kaisheng as Executive Director			For	For		Mgmt
			2.6a
	3	Elect Zhang Furong as Executive Director			For	For		Mgmt
			2.6a
	4	Elect Niu Ximing as Executive Director			For	For		Mgmt
			2.6a
	5	Elect Leung Kam Chung, Antony as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	6	Elect John L. Thornton as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	7	Elect Qian Yingyi as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	8	Elect Wong Kwong Shing, Frank as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	9	Elect Huan Huiwu as Non-Executive Director			For	For		ShrHoldr
			2.6a
	10	Elect Gao Jianhong as Non-Executive Director			For	For		ShrHoldr
			2.6a
	11	Elect Li Chunxiang as Non-Executive Director			For	For		ShrHoldr
			2.6a
	12	Elect Li Jun as Non-Executive Director			For	For		ShrHoldr
			2.6a
	13	Elect Li Xiwen as Non-Executive Director			For	For		ShrHoldr
			2.6a
	14	Elect Wei Fusheng as Non-Executive Director			For	For		ShrHoldr
			2.6a
	15	Elect Wang Chixi as Shareholder Supervisor			For	For		Mgmt
			2.6a
	16	Approve Issuance of Subordinated Bonds			For	For		Mgmt
			99 Per Ryan Caldwell
05/25/09 - A	Industrial and Commercial Bank of China Limited			ADPV10686			04/24/09
	1	Approve 2008 Work Report of the Board of Directors			For	For		Mgmt
	2	Approve 2008 Work Report of the Board of Supervisors			For	For		Mgmt
	3	Approve 2008 Audited Accounts			For	For		Mgmt
	4	Approve 2008 Profit Distribution Plan			For	For		Mgmt
	5	Approve 2009 Fixed Assets Investment Budget			For	For		Mgmt
	6	Reappoint Ernst & Young and Ernst & Young Hua Ming as International and Domestic Auditors, Respectively, and Fix the Total Audit Fees for 2009 at RMB 153 million			For	For		Mgmt
	7	Approve the Remuneration Calculations for Directors and Supervisors for 2008			For	For		Mgmt
		Special Business
	8	Amend Articles of Association			For	For		Mgmt
		Ordinary Business
	9	Amend Rules of Procedures for Shareholders' General Meeting			For	For		Mgmt
	10	Amend Rules of Procedures for the Board of Directors			For	For		Mgmt
	11	Amend Rules of Procedures for the Board of Supervisors			For	For		Mgmt
		Shareholder Proposals
	12	Elect Dong Juan as External Supervisor			None	For		ShrHoldr
			2.6a
	13	Elect Meng Yan as External Supervisor			None	For		ShrHoldr
			2.6a
10/22/08 - A	IOI Corporation Berhad			Y41763106			None
	1	Accept Financial Statements and Statutory Reports for the Financial Year Ended June 30, 2008			For	For		Mgmt
			3.24
	2	Elect Mohd Khalil b Dato' Hj Mohd Noor as Director			For	For		Mgmt
			2.6a
	3	Elect Quah Poh Keat as Director			For	For		Mgmt
			2.6a
	4	Elect Lee Yeow Seng as Director			For	For		Mgmt
			2.6a
	5	Elect Chan Fong Ann as Director			For	For		Mgmt
			2.6a
	6	Approve Increase in Remuneration of Directors to MYR 440,000			For	For		Mgmt
			2.8a
	7	Approve BDO Binder as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	8	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights in Any Amount Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.9b
	9	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
	10	Approve Implementation of Shareholders' Mandate for Recurrent Related Party Transactions			For	For		Mgmt
			3.5 per Frederick Jiang
03/13/09 - A	KT&G Corp. (Formerly Korea Tobacco & Ginseng)			Y49904108			12/31/08
	1	Approve Appropriation of Income and Dividend of KRW 2,800 per Share			For	For		Mgmt
			3.18
	2	Amend Articles of Incorporation regarding Business Objectives, Suspension Period of Shareholder Register, Notice of Shareholder Meeting, Number of Directors, and Audit Committee			For	For		Mgmt
			1.3a
	3	Elect Three Outside Directors (Bundled)			For	For		Mgmt
			2.6a
	4	Elect Two Outside Directors who will also Serve as Members of Audit Committee			For	For		Mgmt
			2.6a
	5	Approve Total Remuneration of Inside Directors and Outside Directors			For	For		Mgmt
			2.8a
07/09/08 - S	Larsen & Toubro Ltd			Y5217N159			06/06/08
		Postal Ballot
	1	Approve Sale of Medical Equipment & System Business Unit			For	For		Mgmt
			3.5 per Ryan Caldwell
06/10/09 - A	MediaTek Inc.			Y5945U103			04/10/09
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve 2008 Allocation of Income and Dividends			For	For		Mgmt
			3.18
	3	Approve Capitalization of 2008 Dividends and Employee Profit Sharing,			For	For		Mgmt
			1.3a
	4	Approve Amendment on the Procedures for Loans to Other Parties and Procedures on Endorsement and Guarantee			For	For		Mgmt
			3.23b
	5	Amend Procedures Governing the Acquisition or Disposal of Assets			For	For		Mgmt
			3.23b
		ELECT DIRECTORS VIA CUMULATIVE VOTING
	6	Elect Directors			For	For		Mgmt
	6.1	Elect Ming-kai Tsai (Shareholder ID Number: 1) as Director --- For
			2.6a
	6.2	Elect Jyh-jer Cho (Shareholder ID Number: 2) as Director --- For
			2.6a
	6.3	Elect Ching-jiang Hsieh (Shareholder ID Number: 11) as Director --- For
			2.6a
	6.4	Elect National Taiwan University (Shareholder ID Number: 23053) as Director --- For
			2.6a
	6.5	Elect National Chiao Tung University (Shareholder ID Number: 23286) as Director --- For
			2.6a
		ELECT SUPERVISORS VIA CUMULATIVE VOTING
	6	Elect Supervisory Board Member			For	For		Mgmt
	6.6	Elect National Tsing Hua University (Shareholder ID Number: 48657) as Supervisor --- For
			2.6a
	6.7	Elect National Cheng Kung University (Shareholder ID Number: 76347) as Supervisor --- For
			2.6a
	6.8	Elect MediaTek Capital Corp. (Shareholder ID Number: 2471) as Supervisor --- For
			2.6a
	7	Approve Release of Restrictions of Competitive Activities of Directors			For	For		Mgmt
			99
	8	Transact Other Business (Non-Voting)			None	None		Mgmt
01/14/09 - A	Monsanto Co. *MON*			61166W101			11/17/08
	1	Elect Director Janice L. Fields			For	For		Mgmt
			Item 2.6a
	2	Elect Director Hugh Grant			For	For		Mgmt
			Item 2.6a
	3	Elect Director C. Steven McMillan			For	For		Mgmt
			Item 2.6a
	4	Elect Director Robert J. Stevens			For	For		Mgmt
			Item 2.6a
	5	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/05/09 - S	MTN Group Ltd			S8039R108			None
		Ordinary Resolution
	1	Approve Implementation of Transaction Agreements and Various Transactions			For	For		Mgmt
			3.5 per Ryan Caldwell
		Special Resolutions
	1	Auth. Directors to Purchase in Part From Share Cap. and Premium up to ZAR 3,381,966,783 and in Part from Profits Available for Distribution, the 243,500,011 MTN Shares Held by Newshelf Pursuant to the Terms and Conditions of the Repurchase Agreement			For	For		Mgmt
			3.21a
	2	Sanction Any Financial Assistance Given or Construed to be Given by the Company to Newshelf in Respect to the Transactions Set Out in the Transaction Agreements			For	For		Mgmt
			3.5 per Ryan Caldwell
		Continuation of the Ordinary Resolutions
	2	Place 213,866,898 MTN Shares Under the Control of the Directors to Allot and Issue for Cash to PIC Pursuant to, and on the Terms and Conditions of, the B Prefs Acquisition Agreement and the Newshelf Acquisition Agreement			For	For		Mgmt
			3.5 per Ryan Caldwell
	3	Authorize Board to Ratify and Execute Approved Resolutions			For	For		Mgmt
			2.14b
06/24/09 - A	MTN Group Ltd			S8039R108			None
	1	Accept Financial Statements and Statutory Reports for Year Ended 31 December 2008			For	For		Mgmt
			3.24
	2	Reelect RS Dabengwa as Director			For	For		Mgmt
			2.6a
	3	Reelect AT Mikati as Director			For	For		Mgmt
			2.6a
	4	Reelect MJN Njeke as Director			For	Against		Mgmt
			2.6b meeting attendance < 75%
	5	Reelect J van Rooyen as Director			For	For		Mgmt
			2.6a
	6	Approve Remuneration of Non-Executive Directors			For	For		Mgmt
			2.8a
	7	Place Authorized but Unissued Shares under Control of Directors up to 10 Percent of Issued Capital			For	For		Mgmt
			99
	8	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
05/11/09 - A	New Oriental Education & Technology Group Inc *EDU*			647581107			03/31/09
		Meeting for ADR Holders
	1	The Resolution As Set Out In Paragraph 1 Of The Notice Of Annual General Meeting Regarding Amendments To The Company's 2006 Share Incentive Plan.			For	Against		Mgmt
			4.1 Management given carte blanche to alter compensation plan without shareholder approval
	2	The Resolution As Set Out In Paragraph 2 Of The Notice Of Annual General Meeting Regarding The Appointment Of John Zhuang Yang Asan as Independent Director.			For	For		Mgmt
			2.6a
04/23/09 - A	Nokia Corp.			654902204			02/17/09
		Meeting for ADR Holders
	1	Open Meeting			None	None		Mgmt
	2	Calling the Meeting to Order			None	None		Mgmt
	3	Designate Inspector or Shareholder Representative(s) of Minutes of Meeting			None	None		Mgmt
	4	Acknowledge Proper Convening of Meeting			None	None		Mgmt
	5	Prepare and Approve List of Shareholders			None	None		Mgmt
	6	Receive Financial Statements and Statutory Reports; Receive CEO's Review			None	None		Mgmt
	7	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	8	Approve Allocation of Income and Dividends of EUR 0.40 Per Share			For	For		Mgmt
			3.18
	9	Approve Discharge of Board and President			For	For		Mgmt
			3.25
	10	Approve Remuneration of Directors in the Amount of EUR 440,000 for Chairman, EUR 150,000 for Vice Chairman, and EUR 130,000 for Other Directors; Approve Remuneration for Committee Work			For	For		Mgmt
			2.8a
	11	Fix Number of Directors at 11			For	For		Mgmt
			2.1b
	12	Elect Directors			For	For		Mgmt
	12.1	Reelect Georg Ehrnrooth as Director --- For
			2.6a
	12.2	Reelect Lalita D. Gupte as Director --- For
			2.6a
	12.3	Reelect Bengt Holmstrom as Director --- For
			2.6a
	12.4	Reelect Henning Kagermann as Director --- For
			2.6a
	12.5	Reelect Olli-Pekka Kallasvuo as Director --- For
			2.6a
	12.6	Reelect Per Karlsson as Director --- For
			2.6a
	12.7	Reelect Jorma Ollila as Director --- For
			2.6a
	12.8	Reelect Marjorie Scardino as Director --- For
			2.6a
	12.9	Reelect Risto Siilasmaa as Director --- For
			2.6a
	12.10	Reelect Keijo Suila as Directors as Director --- For
			2.6a
	12.11	Elect Isabel Marey-Semper as New Director --- For
			2.6a
	13	Approve Remuneration of Auditors			For	For		Mgmt
			3.1a
	14	Ratify PricewaterhouseCoopers Oy as Auditors			For	For		Mgmt
			3.1a
	15	Authorize Repurchase of up to 360 Million Nokia Shares			For	For		Mgmt
			3.21a
	16	Close Meeting			None	None		Mgmt
	17	MARK THE FOR BOX IF YOU WISH TO INSTRUCT THE DEPOSITARY TO GIVE A PROXY TO LEENA SIIRALA OR ESA NIINIMAKI, BOTH LEGALCOUNSELS OF NOKIA CORPORATION, TO VOTE, IN THEIR DISCRETION, ONYOUR BEHALF ONLY UPON ITEM 17.			None	Against		Mgmt
			7.7a
07/29/08 - S	Novatek OAO (formerly Novafininvest OAO)			669888109			06/24/08
		Meeting for GDR Holders
	1	Amend Charter			For	For		Mgmt
			1.3a
	2	Amend Regulations on Board of Directors			For	For		Mgmt
			99
10/02/08 - S	Novatek OAO (formerly Novafininvest OAO)			669888109			07/24/08
		Meeting for GDR Holders
	1	Approve Early Termination of Powers of Board of Directors			For	For		Mgmt
			2.10b
		Elect Nine Directors by Cumulative Voting
	2	Elect Directors			None	For		Mgmt
	2.1	Elect Andrey Akimov as Director --- For
			2.6a
	2.2	Elect Burkard Bergmann as Director --- For
			2.6a
	2.3	Elect Ruben Vardanian as Director --- For
			2.6a
	2.4	Elect Mark Gyetvay as Director --- For
			2.6a
	2.5	Elect Vladimir Dmitriev as Director --- For
			2.6a
	2.6	Elect Leonid Mikhelson as Director --- For
			2.6a
	2.7	Elect Alexander Natalenko as Director --- For
			2.6a
	2.8	Elect Kirill Seleznev as Director --- For
			2.6a
	2.9	Elect Ilya Yuzhanov as Director --- For
			2.6a
	3	Approve Interim Dividends of RUB 1.00 per Ordinary Share for First Half of 2008			For	For		Mgmt
			3.18
08/30/08 - A	Orascom Construction Industries (OCI)			68554N106			08/18/08
		Meeting for GDR Holders
	1	Approve Allocation of Income and Dividends			For			Mgmt
	2	Elect Directors (Bundled)			For			Mgmt
			Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote.
11/24/08 - S	Petroleo Brasileiro			71654V408			10/30/08
		Meeting for ADR Holders
	1	Approve Absorption of 17 de Maio Participacoes SA			For	For		Mgmt
			3.5 Per Ryan Caldwell
	2	Appoint Independent Firm to Appraise Proposed Absorption			For	For		Mgmt
			3.5 Per Ryan Caldwell
06/03/09 - A	PING AN INSURANCE (GROUP) CO. OF CHINA, LTD.			Y69790106			04/29/09
	1	Accept Report of the Board of Directors			For	For		Mgmt
			3.24
	2	Accept Report of the Supervisory Committee			For	For		Mgmt
			3.24
	3	Accept Annual Report and Its Summary			For	For		Mgmt
			3.24
	4	Accept Auditors' Report and Audited Financial Statements			For	For		Mgmt
			3.24
	5	Approve Profit Distribution Plan			For	For		Mgmt
			3.18
	6	Reappoint Ernst and Young Hua Ming as the PRC Auditors and Ernst and Young as the International Auditors and Authorize the Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	7	Reelect Ma Mingzhe as Executive Director			For	For		Mgmt
			2.6a
	8	Reelect Sun Jianyi as Executive Director			For	For		Mgmt
			2.6a
	9	Reelect Cheung Chi Yan Louis as Executive Director			For	For		Mgmt
			2.6a
	10	Appoint Wang Liping as Executive Director			For	For		Mgmt
			2.6a
	11	Appoint Jason Bo Yao as Executive Director			For	For		Mgmt
			2.6a
	12	Reelect Lin Lijun as Non-Executive Director			For	For		Mgmt
			2.6a
	13	Reelect Hu Aimin as Non-Executive Director			For	For		Mgmt
			2.6a
	14	Reelect Chen Hongbo as Non-Executive Director			For	For		Mgmt
			2.6a
	15	Reelect Wong Tung Shun Peter as Non-Executive Director			For	For		Mgmt
			2.6a
	16	Reelect Ng Sing Yip as Non-Executive Director			For	For		Mgmt
			2.6a
	17	Reelect Clive Bannister as Non-Executive Director			For	For		Mgmt
			2.6a
	18	Appoint Li Zhe as Non-Executive Director			For	For		Mgmt
			2.6a
	19	Reelect Chow Wing Kin Anthony as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	20	Reelect Zhang Hongyi as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	21	Reelect Chen Su as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	22	Reelect Xia Liping as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	23	Appoint Tang Yunwei as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	24	Appoint Lee Ka Sze Carmelo as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	25	Appoint Chung Yu-wo Danny as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	26	Approve Remuneration of Directors			For	For		Mgmt
			2.8a
	27	Appoint Gu Liji as Independent Supervisor			For	For		Mgmt
			2.6a
	28	Reelect Sun Fuxin as Independent Supervisor			For	For		Mgmt
			2.6a
	29	Appoint Song Zhijiang as Shareholders Representative Supervisor			For	For		Mgmt
			2.6a
	30	Approve Supervisors' Remuneration Plan for the Supervisory Committee			For	For		Mgmt
			2.8a
	31	Amend Articles of Association			For	For		Mgmt
			3.23b
	32	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
	33	Appoint Peng Zhijian as Independent Supervisor			For	For		Mgmt
			2.6a
03/03/09 - A	QUALCOMM Inc *QCOM*			747525103			01/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Barbara T. Alexander --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Bennett --- For
			Item 2.6a
	1.3	Elect Director Donald G. Cruickshank --- For
			Item 2.6a
	1.4	Elect Director Raymond V. Dittamore --- For
			Item 2.6a
	1.5	Elect Director Thomas W. Horton --- For
			Item 2.6a
	1.6	Elect Director Irwin Mark Jacobs --- For
			Item 2.6a
	1.7	Elect Director Paul E. Jacobs --- For
			Item 2.6a
	1.8	Elect Director Robert E. Kahn --- For
			Item 2.6a
	1.9	Elect Director Sherry Lansing --- For
			Item 2.6a
	1.10	Elect Director Duane A. Nelles --- For
			Item 2.6a
	1.11	Elect Director Marc I. Stern --- For
			Item 2.6a
	1.12	Elect Director Brent Scowcroft --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/30/09 - S	REDECARD SA			P79941103			None
	1	Amend Articles re: Creation of Statutory Earnings Reserve			For	For		Mgmt
			3.23c
	2	Amend Articles re: Require that Financial Transactions be Approved by Board			For	For		Mgmt
			3.23c
	3	Amend Articles 3, 6, 7, 8, 9, 11, 12, 13, 14, 16, 22, and 30			For	For		Mgmt
			3.23c
	4	Amend Articles re: Executive Officer Board			For	For		Mgmt
			3.23c
	5	Delete Subsection 5 of Article 27, Article 31, and Article 43			For	For		Mgmt
			3.23c
09/19/08 - A	SEADRILL LIMITED			G7945E105			07/11/08
	1	Reelect John Fredriksen as Director			For	For		Mgmt
			2.6a
	2	Reelect Tor Olav Troim as Director			For	For		Mgmt
			2.6a
	3	Reelect Jan Tore Stromme as Director			For	For		Mgmt
			2.6a
	4	Reelect Kate Blankenship as Director			For	For		Mgmt
			2.6a
	5	Reelect Kjell E. Jacobsen as Director			For	For		Mgmt
			2.6a
	6	Elect Kathrine Fredriksen as Director			For	For		Mgmt
			2.6a
	7	Approve PricewaterhouseCoopers AS as Auditor and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	8	Approve Remuneration of Directors			For	For		Mgmt
			2.8a
	9	Approve Reduction of Share Premium Account			For	For		Mgmt
			3.18
	10	Transact Other Business (Voting)			For	Against		Mgmt
			7.7a
04/30/09 - A	Southern Copper Corporation *PCU*			84265V105			03/03/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director German Larrea Mota-Velasco --- For
			Item 2.6a
	1.2	Elect Director Oscar Gonzalez Rocha --- For
			Item 2.6a
	1.3	Elect Director Emilio Carrillo Gamboa --- For
			Item 2.6a
	1.4	Elect Director Alfredo Casar Perez --- For
			Item 2.6a
	1.5	Elect Director Alberto de la Parra Zavala --- For
			Item 2.6a
	1.6	Elect Director Xavier Garcia de Quevedo Topete --- For
			Item 2.6a
	1.7	Elect Director Genaro Larrea Mota-Velasco --- For
			Item 2.6a
	1.8	Elect Director Daniel Mu  iz Quintanilla --- For
			Item 2.6a
	1.9	Elect Director Armando Ortega Gomez --- For
			Item 2.6a
	1.10	Elect Director Luis Manuel Palomino Bonilla --- For
			Item 2.6a
	1.11	Elect Director Gilberto Perezalonso Cifuentes --- For
			Item 2.6a
	1.12	Elect Director Juan Rebolledo Gout --- For
			Item 2.6a
	1.13	Elect Director Carlos Ruiz Sacristan --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/07/09 - A	Standard Chartered plc			G84228157			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Final Dividend of 42.32 US Cents Per Ordinary Share			For	For		Mgmt
			3.18
	3	Approve Remuneration Report			For	For		Mgmt
			2.8a
	4	Re-elect Jamie Dundas as Director			For	For		Mgmt
			2.6a
	5	Re-elect Rudolph Markham as Director			For	For		Mgmt
			2.6a
	6	Re-elect Ruth Markland as Director			For	For		Mgmt
			2.6a
	7	Re-elect Richard Meddings as Director			For	For		Mgmt
			2.6a
	8	Re-elect John Peace as Director			For	For		Mgmt
			2.6a
	9	Elect Steve Bertamini as Director			For	For		Mgmt
			2.6a
	10	Elect John Paynter as Director			For	For		Mgmt
			2.6a
	11	Reappoint KPMG Audit plc as Auditors of the Company			For	For		Mgmt
			3.1a
	12	Authorise Board to Fix Remuneration of Auditors			For	For		Mgmt
			3.1a
	13	Authorise the Company and its Subsidiaries to Make EU Political Donations to Political Parties or Independent Election Candidates, to Political Organisations Other than Political Parties and Incur EU Political Expenditure up to GBP 100,000			For	For		Mgmt
			7.2a
	14	Increase Auth. Share Capital from USD 2,816,000,000, GBP 500,000,000 and EUR 1,000,000,000 to USD 3,316,000,000, GBP 500,000,000, EUR 1,000,000,000, AED 100,000,000, HKD 100,000,000, INR 1,000,000,000, KRW 500,000,000,000 and SGD 100,000,000			For	For		Mgmt
			3.6
	15	Issue Equity with Rights up to USD 316,162,105.50 (Relevant Authorities and Share Dividend Scheme) and Additional Amount of USD 632,324,211 (Rights Issue) After Deducting Any Securities Issued Under the Relevant Authorities and Share Dividend Scheme			For	Against		Mgmt
			3.9a
	16	Extend Directors' Authority to Issue Equity with Pre-emptive Rights up to Aggregate Nominal Amount of USD 189,697,263 Pursuant to Paragraph A of Resolution 15 to Include the Shares Repurchased by the Company Under Authority Granted by Resolution 18			For	Against		Mgmt
			3.9a
	17	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 47,424,315.50			For	For		Mgmt
			3.9b
	18	Authorise 189,697,263 Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
	19	Authorise Market Purchase of 477,500 Preference Shares of USD 5.00 and 195,285,000 Preference Shares of GBP 1.00			For	For		Mgmt
			3.21a
	20	Adopt New Articles of Association			For	For		Mgmt
			3.23c
	21	Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice			For	For		Mgmt
			3.2b
06/19/09 - A	State Bank Of India			Y8161Z129			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			Item 3.24
06/10/09 - A	Taiwan Semiconductor Manufacturing Co.			Y84629107			04/10/09
	1	Approve 2008 Business Operations Report and Financial Statements			For	For		Mgmt
			3.24
	2	Approve 2008 Allocation of Income and Dividends			For	For		Mgmt
			3.18
	3	Approve Capitalization of 2008 Dividends and Employee Profit Sharing			For	For		Mgmt
			1.3a
	4	Approve to Amend the Company's Internal Policies			For	For		Mgmt
			3.23b
	4.1	Approve Amendment on the Procedures for Loans to Other Parties			For	For		Mgmt
			3.23b
	4.2	Approve Amendment on the Procedures for Endorsement and Guarantee			For	For		Mgmt
			3.23b
		ELECT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
	5	Elect Directors			For	For		Mgmt
	5.1	Elect Morris Chang, ID No. 4515 as Director --- For
			2.6a
	5.2	Elect F.C. Tseng, ID No. 104 as Director --- For
			2.6a
	5.3	Elect Rick Tsai, ID No. 7252 as Director --- For
			2.6a
	5.4	Elect Tain-Jy Chen (Representative of NationalDevelopment Fund, Executive Yuan), ID No. 1 as Director --- For
			2.6a
	5.5	Elect Peter Leahy Bonfield, ID No. 093180657 as Independent Director --- For
			2.6a
	5.6	Elect Stan Shih, ID No. 534770 as Independent Director --- For
			2.6a
	5.7	Elect Carleton Sneed Fiorina, ID No. 438012153 as Independent Director --- For
			2.6a
	5.8	Elect Thomas J. Engibous, ID No. 135021464 as Independent Director --- For
			2.6a
	6	Transact Other Business (Non-Voting)			None	None		Mgmt
05/15/09 - A/S	Total SA			F92124100			05/12/09
		Ordinary Business
	1	Approve Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	3	Approve Allocation of Income and Dividends of EUR 2.28 per Share			For	For		Mgmt
			3.18
	4	Approve Special Auditors' Report Presenting Ongoing Related-Party Transactions			For	For		Mgmt
			3.5
	5	Approve Transaction with Thierry Desmarest			For	For		Mgmt
			4.2
	6	Approve Transaction with Christophe de Margerie			For	For		Mgmt
			4.2
	7	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
	8	Reelect Anne Lauvergeon as Director			For	For		Mgmt
			2.6a
	9	Reelect Daniel Bouton as Director			For	Against		Mgmt
			2.6b <75% attendance
	10	Reelect Bertrand Collomb as Director			For	For		Mgmt
			2.6a
	11	Reelect Christophe de Margerie as Director			For	For		Mgmt
			2.6a
	12	Reelect Michel Pebereau as Director			For	For		Mgmt
			2.6a
	13	Electe Patrick Artus as Director			For	For		Mgmt
			2.6a
		Special Business
	14	Amend Article 12 of Bylaws Re: Age Limit for Chairman			For	For		Mgmt
			3.23c
		Shareholder Proposals
	A	Amend Article 19 of Bylaws Re: Disclosure of Individual Stock Plans			Against	Against		ShrHoldr
			5.4
	B	Amend Article 11 of Bylaws Re: Nomination of Employees Shareholders Representative to the Board of Directors			Against	Against		ShrHoldr
			3.23c
	C	Approve Restricted Stock Plan to All Employees			Against	Against		ShrHoldr
			4.1
12/08/08 - S	Transocean Ltd. *RIG*			G90073100			10/27/08
		This is a duplicate meeting for ballots received via the Broadridge North American ballot distribution system
	1	APPROVAL OF THE MERGER TRANSACTION TO BE EFFECTED BY THE SCHEMES OF ARRANGEMENT, ATTACHED TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX B.			For	For		Mgmt
			3.5 per Barry Ogden
	2	APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE MERGER TRANSACTION.			For	For		Mgmt
			7.7b per Barry Ogden
03/02/09 - S	Xstrata plc			G9826T102			None
	1	Approve Acquisition by Xstrata Group of the Prodeco Business, the Granting by Xstrata (Schweiz) AG of the Call Option to Glencore and the Disposal by Xstrata Group of the Prodeco Business to Glencore (If and When the Call Option is Exercised)			For	For		Mgmt
			3.5 Per Mick Wolverton
	2	Approve Increase in Authorised Ordinary Share Capital from USD 750,000,000.50 and GBP 50,000 to USD 2,250,000,000.50 and GBP 50,000			For	For		Mgmt
			3.6
	3	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 991,254,176 (Rights Issue); Otherwise up to USD 493,363,149			For	For		Mgmt
			1.3b Per Robert Nightingale
	4	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 74,004,472			For	For		Mgmt
			3.9b
05/05/09 - A	Xstrata plc			G9826T102			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Remuneration Report			For	Against		Mgmt
			2.8 Per Ryan Caldwell
	3	Re-elect Ivan Glasenberg as Director			For	For		Mgmt
			2.6a
	4	Re-elect Trevor Reid as Director			For	For		Mgmt
			2.6a
	5	Re-elect Santiago Zaldumbide as Director			For	For		Mgmt
			2.6a
	6	Elect Peter Hooley as Director			For	For		Mgmt
			2.6a
	7	Reappoint Ernst & Young LLP as Auditors and Authorise Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	8	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 488,835,270 in Connection with an Offer by Way of Rights Issue; Otherwise up to USD 488,835,270			For	Against		Mgmt
			3.9a
	9	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 73,325,290.50			For	For		Mgmt
			3.9b
05/19/09 - A	XTO Energy Inc *XTO*			98385X106			03/31/09
	1	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Phillip R. Kevil --- For
			2.6a
	2.2	Elect Director Herbert D. Simons --- For
			2.6a
	2.3	Elect Director Vaughn O. Vennerberg II --- For
			2.6a
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	6	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris

IVY FUNDS VIP BALANCED
(until July 31, 2008, W&R Target Balanced Portfolio)

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
98 W&R Target Balanced
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
04/24/09 - A	Abbott Laboratories *ABT*			002824100			02/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director R.J. Alpern --- For
			2.6a
	1.2	Elect Director R.S. Austin --- For
			2.6a
	1.3	Elect Director W.M. Daley --- For
			2.6a
	1.4	Elect Director W.J. Farrell --- For
			2.6a
	1.5	Elect Director H.L. Fuller --- For
			2.6a
	1.6	Elect Director W.A. Osborn --- For
			2.6a
	1.7	Elect Director D.A.L. Owen --- For
			2.6a
	1.8	Elect Director W.A. Reynolds --- For
			2.6a
	1.9	Elect Director R.S. Roberts --- For
			2.6a
	1.10	Elect Director S.C. Scott, III --- For
			2.6a
	1.11	Elect Director W.D. Smithburg --- For
			2.6a
	1.12	Elect Director G.F. Tilton --- For
			2.6a
	1.13	Elect Director M.D. White --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 Total # of shares available for grant is > 10% (14.98%) of outstanding shares
	3	Approve Nonqualified Employee Stock Purchase Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Report on Animal Testing			Against	Against		ShrHoldr
			5.4
	6	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	7	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
01/22/09 - A	Air Products & Chemicals, Inc. *APD*			009158106			11/30/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Mario L. Baeza --- For
			Item 2.6a
	1.2	Elect Director Edward E. Hagenlocker --- For
			Item 2.6a
	1.3	Elect Director John E. McGlade --- For
			Item 2.6a
	1.4	Elect Director Charles H. Noski --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/30/09 - A	Allergan, Inc. *AGN*			018490102			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Herbert W. Boyer --- For
			2.6a
	1.2	Elect Director Robert A. Ingram --- For
			2.6a
	1.3	Elect Director David E.I. Pyott --- For
			2.6a
	1.4	Elect Director Russell T. Ray --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Report on Animal Testing			Against	Against		ShrHoldr
			6.4
11/12/08 - S	Anheuser-Busch Companies, Inc.			035229103			10/03/08
	1	Approve Merger Agreement			For	For		Mgmt
			3.5 Per Cynthia Prince-Fox
	2	Adjourn Meeting			For	For		Mgmt
			7.7b
02/25/09 - A	Apple Inc. *AAPL*			037833100			12/29/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William V. Campbell --- For
			2.6a
	1.2	Elect Director Millard S. Drexler --- For
			2.6a
	1.3	Elect Director Albert A. Gore, Jr. --- For
			2.6a
	1.4	Elect Director Steven P. Jobs --- For
			2.6a
	1.5	Elect Director Andrea Jung --- For
			2.6a
	1.6	Elect Director A.D. Levinson --- For
			2.6a
	1.7	Elect Director Eric E. Schmidt --- For
			2.6a
	1.8	Elect Director Jerome B. York --- For
			2.6a
	2	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	3	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	4	Prepare Sustainability Report			Against	Against		ShrHoldr
			5.4
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
04/24/09 - A	AT&T Inc *T*			00206R102			02/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Randall L. Stephenson --- For
			2.6a
	1.2	Elect Director William F. Aldinger III --- For
			2.6a
	1.3	Elect Director Gilbert F. Amelio --- For
			2.6a
	1.4	Elect Director Reuben V. Anderson --- For
			2.6a
	1.5	Elect Director James H. Blanchard --- For
			2.6a
	1.6	Elect Director August A. Busch III --- For
			2.6a
	1.7	Elect Director Jaime Chico Pardo --- For
			2.6a
	1.8	Elect Director James P. Kelly --- For
			2.6a
	1.9	Elect Director Jon C. Madonna --- For
			2.6a
	1.10	Elect Director Lynn M. Martin --- For
			2.6a
	1.11	Elect Director John B. McCoy --- For
			2.6a
	1.12	Elect Director Mary S. Metz --- For
			2.6a
	1.13	Elect Director Joyce M. Roch   --- For
			2.6a
	1.14	Elect Director Laura D Andrea Tyson --- For
			2.6a
	1.15	Elect Director Patricia P. Upton --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Increase Authorized Common Stock			For	For		Mgmt
			3.6
	4	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	5	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	6	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	7	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	8	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	9	Exclude Pension Credits ftom Earnings Performance Measure			Against	For		ShrHoldr
			99 Per Matt Norris
12/05/08 - S	Bank of America Corp. *BAC*			060505104			10/10/08
	1	Issue Shares in Connection with Acquisition			For	Against		Mgmt
	2	Amend Omnibus Stock Plan			For	Against		Mgmt
	3	Increase Authorized Common Stock			For	Against		Mgmt
	4	Adjourn Meeting			For	Against		Mgmt
05/02/09 - A	Berkshire Hathaway Inc. *BRK.A*			084670207			03/04/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Warren E. Buffett --- For
			2.6a
	1.2	Elect Director Charles T. Munger --- For
			2.6a
	1.3	Elect Director Howard G. Buffett --- For
			2.6a
	1.4	Elect Director Susan L. Decker --- For
			2.6a
	1.5	Elect Director William H. Gates III --- For
			2.6a
	1.6	Elect Director David S. Gottesman --- For
			2.6a
	1.7	Elect Director Charlotte Guyman --- For
			2.6a
	1.8	Elect Director Donald R. Keough --- For
			2.6a
	1.9	Elect Director Thomas S. Murphy --- For
			2.6a
	1.10	Elect Director Ronald L. Olson --- For
			2.6a
	1.11	Elect Director Walter Scott, Jr. --- For
			2.6a
	2	Prepare Sustainability Report			Against	Against		ShrHoldr
			5.4
04/16/09 - A	BP plc			055622104			02/20/09
		Meeting for ADR Holders
	1	TO RECEIVE THE DIRECTORS ANNUAL REPORT AND ACCOUNTS			For	For		Mgmt
			3.24
	2	TO APPROVE THE DIRECTORS REMUNERATION REPORT			For	Against		Mgmt
			2.8a Per David Ginther
	3	DIRECTOR MR A BURGMANS			For	For		Mgmt
			2.6a
	4	DIRECTOR MRS C B CARROLL			For	For		Mgmt
			2.6a
	5	DIRECTOR SIR WILLIAM CASTELL			For	For		Mgmt
			2.6a
	6	DIRECTOR MR I C CONN			For	For		Mgmt
			2.6a
	7	DIRECTOR MR G DAVID			For	For		Mgmt
			2.6a
	8	DIRECTOR MR E B DAVIS, JR			For	For		Mgmt
			2.6a
	9	DIRECTOR MR R DUDLEY			For	For		Mgmt
			2.6a
	10	DIRECTOR MR D J FLINT			For	For		Mgmt
			2.6a
	11	DIRECTOR DR B E GROTE			For	For		Mgmt
			2.6a
	12	DIRECTOR DR A B HAYWARD			For	For		Mgmt
			2.6a
	13	DIRECTOR MR A G INGLIS			For	For		Mgmt
			2.6a
	14	DIRECTOR DR D S JULIUS			For	For		Mgmt
			2.6a
	15	DIRECTOR SIR TOM MCKILLOP			For	For		Mgmt
			2.6a
	16	DIRECTOR SIR IAN PROSSER			For	For		Mgmt
			2.6a
	17	DIRECTOR MR P D SUTHERLAND			For	For		Mgmt
			2.6a
	18	TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS AND AUTHORIZE THEBOARD TO FIX THEIR REMUNERATION			For	For		Mgmt
			3.1a
	19	SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR THE PURCHASEOF ITS OWN SHARES BY THE COMPANY			For	For		Mgmt
			3.21a
	20	TO GIVE LIMITED AUTHORITY TO ALLOT SHARES UP TO A SPECIFIEDAMOUNT			For	Against		Mgmt
			3.9a
	21	SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A LIMITED NUMBEROF SHARES FOR CASH FREE OF PRE-EMPTION RIGHTS			For	For		Mgmt
			3.9a
	22	SPECIAL RESOLUTION: TO AUTHORIZE THE CALLING OF GENERAL MEETINGS(EXCLUDING ANNUAL GENERAL MEETINGS) BY NOTICE OF AT LEAST 14CLEAR DAYS			For	For		Mgmt
			3.2b
05/05/09 - A	Bristol-Myers Squibb Co. *BMY*			110122108			03/12/09
	1	Elect Director L. Andreotti			For	For		Mgmt
			2.6a
	2	Elect Director L. B. Campbell			For	For		Mgmt
			2.6a
	3	Elect Director J. M. Cornelius			For	For		Mgmt
			2.6a
	4	Elect Director L. J. Freeh			For	For		Mgmt
			2.6a
	5	Elect Director L. H. Glimcher			For	For		Mgmt
			2.6a
	6	Elect Director M. Grobstein			For	For		Mgmt
			2.6a
	7	Elect Director L. Johansson			For	For		Mgmt
			2.6a
	8	Elect Director A. J. Lacy			For	For		Mgmt
			2.6a
	9	Elect Director V. L. Sato			For	For		Mgmt
			2.6a
	10	Elect Director T. D. West, Jr.			For	For		Mgmt
			2.6a
	11	Elect Director R. S. Williams			For	For		Mgmt
			2.6a
	12	Ratify Auditors			For	For		Mgmt
			3.1a
	13	Increase Disclosure of Executive Compensation			Against	Against		ShrHoldr
			5.1b
	14	Reduce Supermajority Vote Requirement			Against	For		ShrHoldr
			3.4b
	15	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	16	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/27/09 - A	Chevron Corporation *CVX*			166764100			04/01/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director S. H. Armacost --- For
			2.6a
	1.2	Elect Director L. F. Deily --- For
			2.6a
	1.3	Elect Director R. E. Denham --- For
			2.6a
	1.4	Elect Director R. J. Eaton --- For
			2.6a
	1.5	Elect Director E. Hernandez --- For
			2.6a
	1.6	Elect Director F. G. Jenifer --- For
			2.6a
	1.7	Elect Director S. Nunn --- For
			2.6a
	1.8	Elect Director D. J. O'Reilly --- For
			2.6a
	1.9	Elect Director D. B. Rice --- For
			2.6a
	1.10	Elect Director K. W. Sharer --- For
			2.6a
	1.11	Elect Director C. R. Shoemate --- For
			2.6a
	1.12	Elect Director R. D. Sugar --- For
			2.6a
	1.13	Elect Director C. Ware --- For
			2.6a
	1.14	Elect Director J. S. Watson --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	5	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	6	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	7	Adopt Quantitative GHG Goals for Products and Operations			Against	Against		ShrHoldr
			6.2
	8	Adopt Guidelines for Country Selection			Against	Against		ShrHoldr
			5.4 per Barry Ogden
	9	Adopt Human Rights Policy			Against	Against		ShrHoldr
			6.1
	10	Report on Market Specific Environmental Laws			Against	Against		ShrHoldr
			6.2
11/13/08 - A	Cisco Systems, Inc. *CSCO*			17275R102			09/15/08
	1	Elect Director Carol A. Bartz			For	For		Mgmt
			2.6a
	2	Elect Director M. Michele Burns			For	For		Mgmt
			2.6a
	3	Elect Director Michael D. Capellas			For	For		Mgmt
			2.6a
	4	Elect Director Larry R. Carter			For	For		Mgmt
			2.6a
	5	Elect Director John T. Chambers			For	For		Mgmt
			2.6a
	6	Elect Director Brian L. Halla			For	For		Mgmt
			2.6a
	7	Elect Director John L. Hennessy			For	For		Mgmt
			2.6a
	8	Elect Director Richard M. Kovacevich			For	For		Mgmt
			2.6a
	9	Elect Director Roderick C. McGeary			For	For		Mgmt
			2.6a
	10	Elect Director Michael K. Powell			For	For		Mgmt
			2.6a
	11	Elect Director Steven M. West			For	For		Mgmt
			2.6a
	12	Elect Director Jerry Yang			For	Against		Mgmt
			2.6b attendance less than 75% with no explanation
	13	Ratify Auditors			For	For		Mgmt
			3.1a
	14	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			6.1
	15	Report on Internet Fragmentation			Against	Against		ShrHoldr
			5.4
05/08/09 - A	Colgate-Palmolive Co. *CL*			194162103			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John T. Cahill --- For
			2.6a
	1.2	Elect Director Jill K. Conway --- For
			2.6a
	1.3	Elect Director Ian Cook --- For
			2.6a
	1.4	Elect Director Ellen M. Hancock --- For
			2.6a
	1.5	Elect Director David W. Johnson --- For
			2.6a
	1.6	Elect Director Richard J. Kogan --- For
			2.6a
	1.7	Elect Director Delano E. Lewis --- For
			2.6a
	1.8	Elect Director J. Pedro Reinhard --- For
			2.6a
	1.9	Elect Director Stephen I. Sadove --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/12/09 - A	Dentsply International, Inc. *XRAY*			249030107			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Wendy L Dixon --- For
			Item 2.6a
	1.2	Elect Director Leslie A. Jones --- For
			Item 2.6a
	1.3	Elect Director Bret W. Wise --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/29/09 - A	E.I. Du Pont De Nemours & Co. *DD*			263534109			03/04/09
	1	Elect Director Samuel W. Bodman			For	For		Mgmt
			2.6a
	2	Elect Director Richard H. Brown			For	For		Mgmt
			2.6a
	3	Elect Director Robert A. Brown			For	For		Mgmt
			2.6a
	4	Elect Director Bertrand P. Collomb			For	For		Mgmt
			2.6a
	5	Elect Director Curtis J. Crawford			For	For		Mgmt
			2.6a
	6	Elect Director Alexander M. Cutler			For	For		Mgmt
			2.6a
	7	Elect Director John T. Dillon			For	For		Mgmt
			2.6a
	8	Elect Director Eleuthere I. Du Pont			For	For		Mgmt
			2.6a
	9	Elect Director Marillyn Hewson			For	For		Mgmt
			2.6a
	10	Elect Director Charles O. Holliday, Jr.			For	For		Mgmt
			2.6a
	11	Elect Director Lois D. Juliber			For	For		Mgmt
			2.6a
	12	Elect Director Ellen J. Kullman			For	For		Mgmt
			2.6a
	13	Elect Director William K. Reily			For	For		Mgmt
			2.6a
	14	Ratify Auditors			For	For		Mgmt
			3.1a
	15	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
02/03/09 - A	Emerson Electric Co. *EMR*			291011104			11/25/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director A.A. Busch III --- For
			Item 2.6a
	1.2	Elect Director A.F. Golden --- For
			Item 2.6a
	1.3	Elect Director H. Green --- For
			Item 2.6a
	1.4	Elect Director W.R. Johnson --- For
			Item 2.6a
	1.5	Elect Director J.B. Menzer --- For
			Item 2.6a
	1.6	Elect Director V.R. Loucks, Jr. --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/28/09 - A	Exelon Corporation *EXC*			30161N101			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John A. Canning, Jr. --- For
			2.6a
	1.2	Elect Director M. Walter D'Alessio --- For
			2.6a
	1.3	Elect Director Bruce DeMars --- For
			2.6a
	1.4	Elect Director Nelson A. Diaz --- For
			2.6a
	1.5	Elect Director Rosemarie B. Greco --- For
			2.6a
	1.6	Elect Director Paul L. Joskow --- For
			2.6a
	1.7	Elect Director John M. Palms --- For
			2.6a
	1.8	Elect Director John W. Rogers, Jr. --- For
			2.6a
	1.9	Elect Director John W. Rowe --- For
			2.6a
	1.10	Elect Director Stephen D. Steinour --- For
			2.6a
	2	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
	4	Report on Global Warming			Against	Against		ShrHoldr
			5.4
05/06/09 - A	Expeditors International of Washington, Inc. *EXPD*			302130109			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Mark A. Emmert --- For
			2.6a
	1.2	Elect Director R. Jordan Gates --- For
			2.6a
	1.3	Elect Director Dan P. Kourkoumelis --- For
			2.6a
	1.4	Elect Director Michael J. Malone --- For
			2.6a
	1.5	Elect Director John W. Meisenbach --- For
			2.6a
	1.6	Elect Director Peter J. Rose --- For
			2.6a
	1.7	Elect Director James L.K. Wang --- For
			2.6a
	1.8	Elect Director Robert R. Wright --- For
			2.6a
	2	Approve Stock Option Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/27/09 - A	Exxon Mobil Corp. *XOM*			30231G102			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director M.J. Boskin --- For
			2.6a
	1.2	Elect Director L.R. Faulkner --- For
			2.6a
	1.3	Elect Director K.C. Frazier --- For
			2.6a
	1.4	Elect Director .W. George --- For
			2.6a
	1.5	Elect Director R.C. King --- For
			2.6a
	1.6	Elect Director M.C. Nelson --- For
			2.6a
	1.7	Elect Director S.J. Palmisano --- For
			2.6a
	1.8	Elect Director S.S Reinemund --- For
			2.6a
	1.9	Elect Director R.W. Tillerson --- For
			2.6a
	1.10	Elect Director E.E. Whitacre, Jr. --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	4	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	5	Reincorporate in Another State [from New Jersey to North Dakota]			Against	Against		ShrHoldr
			3.16a
	6	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	7	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	8	Compare CEO Compensation to Average U.S. per Capita Income			Against	Against		ShrHoldr
			5.4
	9	Review Anti-discrimination Policy on Corporate Sponsorships and Executive Perks			Against	Against		ShrHoldr
			5.4
	10	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			6.1
	11	Adopt Quantitative GHG Goals for Products and Operations			Against	Against		ShrHoldr
			6.2 Per Erik Becker
	12	Report on Climate Change Impacts on Emerging Countries			Against	Against		ShrHoldr
			5.4
	13	Adopt Policy to Increase Renewable Energy			Against	Against		ShrHoldr
			6.2 Per Erik Becker
05/06/09 - A	General Dynamics Corp. *GD*			369550108			03/09/09
	1	Elect Director Nicholas D. Chabraja			For	For		Mgmt
			2.6a
	2	Elect Director James S. Crown			For	For		Mgmt
			2.6a
	3	Elect Director William P. Fricks			For	For		Mgmt
			2.6a
	4	Elect Director Jay L. Johnson			For	For		Mgmt
			2.6a
	5	Elect Director George A. Joulwan			For	For		Mgmt
			2.6a
	6	Elect Director Paul G. Kaminski			For	For		Mgmt
			2.6a
	7	Elect Director John M. Keane			For	For		Mgmt
			2.6a
	8	Elect Director Deborah J. Lucas			For	For		Mgmt
			2.6a
	9	Elect Director Lester L. Lyles			For	For		Mgmt
			2.6a
	10	Elect Director J. Christopher Reyes			For	For		Mgmt
			2.6a
	11	Elect Director Robert Walmsley			For	For		Mgmt
			2.6a
	12	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	13	Approve Nonqualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	14	Ratify Auditors			For	For		Mgmt
			3.1a
	15	Report on Space-based Weapons Program			Against	Against		ShrHoldr
			5.4
	16	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99
05/06/09 - A	Gilead Sciences, Inc. *GILD*			375558103			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Paul Berg --- For
			2.6a
	1.2	Elect Director John F. Cogan --- For
			2.6a
	1.3	Elect Director Etienne F. Davignon --- For
			2.6a
	1.4	Elect Director James M. Denny --- For
			2.6a
	1.5	Elect Director Carla A. Hills --- For
			2.6a
	1.6	Elect Director John W. Madigan --- For
			2.6a
	1.7	Elect Director John C. Martin --- For
			2.6a
	1.8	Elect Director Gordon E. Moore --- For
			2.6a
	1.9	Elect Director Nicholas G. Moore --- For
			2.6a
	1.10	Elect Director Richard J. Whitley --- For
			2.6a
	1.11	Elect Director Gayle E. Wilson --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
03/18/09 - A	Hewlett-Packard Company *HPQ*			428236103			01/20/09
	1	Elect Director Lawrence T. Babbio, Jr.			For	For		Mgmt
			Item 2.6a
	2	Elect Director Sari M. Baldauf			For	For		Mgmt
			Item 2.6a
	3	Elect Director Rajiv L. Gupta			For	For		Mgmt
			Item 2.6a
	4	Elect Director John H. Hammergren			For	For		Mgmt
			Item 2.6a
	5	Elect Director Mark V. Hurd			For	For		Mgmt
			Item 2.6a
	6	Elect Director Joel Z. Hyatt			For	For		Mgmt
			Item 2.6a
	7	Elect Director John R. Joyce			For	For		Mgmt
			Item 2.6a
	8	Elect Director Robert L. Ryan			For	For		Mgmt
			Item 2.6a
	9	Elect Director Lucille S. Salhany			For	For		Mgmt
			Item 2.6a
	10	Elect Director G. Kennedy Thompson			For	For		Mgmt
			Item 2.6a
	11	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Home Depot, Inc. *HD*			437076102			03/30/09
	1	Elect Director F. Duane Ackerman			For	For		Mgmt
			2.6a
	2	Elect Director David H. Batchelder			For	For		Mgmt
			2.6a
	3	Elect Director Francis S. Blake			For	For		Mgmt
			2.6a
	4	Elect Director Ari Bousbib			For	For		Mgmt
			2.6a
	5	Elect Director Gregory D. Brenneman			For	For		Mgmt
			2.6a
	6	Elect Director Albert P. Carey			For	For		Mgmt
			2.6a
	7	Elect Director Armando Codina			For	For		Mgmt
			2.6a
	8	Elect Director Bonnie G. Hill			For	For		Mgmt
			2.6a
	9	Elect Director Karen L. Katen			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Approve Right to Call Special Meetings			For	Against		Mgmt
			3.2a
	12	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	13	Call Special Meetings			Against	For		ShrHoldr
			3.2b
	14	Prepare Employment Diversity Report			Against	Against		ShrHoldr
			6.1
	15	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	16	Assess Energy Use and Establish Reduction Targets			Against	Against		ShrHoldr
			5.4
04/23/09 - A	Johnson & Johnson *JNJ*			478160104			02/24/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Mary Sue Coleman --- For
			2.6a
	1.2	Elect Director James G. Cullen --- For
			2.6a
	1.3	Elect Director Michael M.E. Johns --- For
			2.6a
	1.4	Elect Director Arnold G. Langbo --- For
			2.6a
	1.5	Elect Director Susan L. Lindquist --- For
			2.6a
	1.6	Elect Director Leo F. Mullin --- For
			2.6a
	1.7	Elect Director Wiliam D. Perez --- For
			2.6a
	1.8	Elect Director Charles Prince --- For
			2.6a
	1.9	Elect Director David Satcher --- For
			2.6a
	1.10	Elect Director William C. Weldon --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/19/09 - A	JPMorgan Chase & Co. *JPM*			46625H100			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Crandall C. Bowles --- For
			2.6a
	1.2	Elect Director Stephen B. Burke --- For
			2.6a
	1.3	Elect Director David M. Cote --- For
			2.6a
	1.4	Elect Director James S. Crown --- For
			2.6a
	1.5	Elect Director James Dimon --- For
			2.6a
	1.6	Elect Director Ellen V. Futter --- For
			2.6a
	1.7	Elect Director William H. Gray, III --- For
			2.6a
	1.8	Elect Director Laban P. Jackson, Jr. --- For
			2.6a
	1.9	Elect Director David C. Novak --- For
			2.6a
	1.10	Elect Director Lee R. Raymond --- For
			2.6a
	1.11	Elect Director William C. Weldon --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1
	4	Disclose Prior Government Service			Against	Against		ShrHoldr
			5.4
	5	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	6	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	7	Report on Predatory Lending Policies			Against	Against		ShrHoldr
			5.4
	8	Amend Key Executive Performance Plan			Against	Against		ShrHoldr
			5.1c
	9	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
	10	Prepare Carbon Principles Report			Against	Against		ShrHoldr
			6.2
05/14/09 - A	Kohl's Corp. *KSS*			500255104			03/11/09
	1	Elect Director Peter Boneparth			For	For		Mgmt
			2.6a
	2	Elect Director Steven A. Burd			For	For		Mgmt
			2.6a
	3	Elect Director John F. Herma			For	For		Mgmt
			2.6a
	4	Elect Director Dale E. Jones			For	For		Mgmt
			2.6a
	5	Elect Director William S. Kellogg			For	For		Mgmt
			2.6a
	6	Elect Director Kevin Mansell			For	For		Mgmt
			2.6a
	7	Elect Director R. Lawrence Montgomery			For	For		Mgmt
			2.6a
	8	Elect Director Frank V. Sica			For	For		Mgmt
			2.6a
	9	Elect Director Peter M. Sommerhauser			For	For		Mgmt
			2.6a
	10	Elect Director Stephanie A. Streeter			For	For		Mgmt
			2.6a
	11	Elect Director Stephen E. Watson			For	For		Mgmt
			2.6a
	12	Ratify Auditors			For	For		Mgmt
			3.1a
	13	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
08/21/08 - A	Medtronic, Inc. *MDT*			585055106			06/23/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Victor J. Dzau --- For
			2.6a
	1.2	Elect Director William A. Hawkins --- For
			2.6a
	1.3	Elect Director Shirley A. Jackson --- For
			2.6a
	1.4	Elect Director Denise M. O'Leary --- For
			2.6a
	1.5	Elect Director Jean-Pierre Rosso --- For
			2.6a
	1.6	Elect Director Jack W. Schuler --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
11/05/08 - A	Meredith Corp. *MDP*			589433101			09/11/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Alfred H. Drewes --- For
			2.6a
	1.2	Elect Director David J. Londoner --- For
			2.6a
	1.3	Elect Director Philip A. Marineau --- For
			2.6a
	1.4	Elect Director Elizabeth E. Tallett --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Report on Sustainable Paper Purchasing			Against	Against		ShrHoldr
			5.4
08/15/08 - A	Microchip Technology Incorporated *MCHP*			595017104			06/19/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Steve Sanghi --- For
			Item 2.6a
	1.2	Elect Director Albert J. Hugo-Martinez --- For
			Item 2.6a
	1.3	Elect Director L.B. Day --- For
			Item 2.6a
	1.4	Elect Director Matthew W. Chapman --- For
			Item 2.6a
	1.5	Elect Director Wade F. Meyercord --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
11/19/08 - A	Microsoft Corp. *MSFT*			594918104			09/05/08
	1	Elect Director Steven A. Ballmer			For	For		Mgmt
			2.6a
	2	Elect Director James I. Cash, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Dina Dublon			For	For		Mgmt
			2.6a
	4	Elect Director William H. Gates, III			For	For		Mgmt
			2.6a
	5	Elect Director Raymond V. Gilmartin			For	For		Mgmt
			2.6a
	6	Elect Director Reed Hastings			For	For		Mgmt
			2.6a
	7	Elect Director David F. Marquardt			For	For		Mgmt
			2.6a
	8	Elect Director Charles H. Noski			For	For		Mgmt
			2.6a
	9	Elect Director Helmut Panke			For	For		Mgmt
			2.6a
	10	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	11	Amend Non-Employee Director Omnibus Stock Plan			For	Against		Mgmt
			2.8a total number of shares available to grant is greater than 10% of outstanding shares
	12	Ratify Auditors			For	For		Mgmt
			3.1a
	13	Adopt Policies to Protect Freedom of Access to the Internet			Against	Against		ShrHoldr
			6.1
	14	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			6.1
	15	Report on Charitable Contributions			Against	Against		ShrHoldr
			7.3
04/23/09 - A	Nokia Corp.			654902204			02/17/09
		Meeting for ADR Holders
	1	Open Meeting			None	None		Mgmt
	2	Calling the Meeting to Order			None	None		Mgmt
	3	Designate Inspector or Shareholder Representative(s) of Minutes of Meeting			None	None		Mgmt
	4	Acknowledge Proper Convening of Meeting			None	None		Mgmt
	5	Prepare and Approve List of Shareholders			None	None		Mgmt
	6	Receive Financial Statements and Statutory Reports; Receive CEO's Review			None	None		Mgmt
	7	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	8	Approve Allocation of Income and Dividends of EUR 0.40 Per Share			For	For		Mgmt
			3.18
	9	Approve Discharge of Board and President			For	For		Mgmt
			3.25
	10	Approve Remuneration of Directors in the Amount of EUR 440,000 for Chairman, EUR 150,000 for Vice Chairman, and EUR 130,000 for Other Directors; Approve Remuneration for Committee Work			For	For		Mgmt
			2.8a
	11	Fix Number of Directors at 11			For	For		Mgmt
			2.1b
	12	Elect Directors			For	For		Mgmt
	12.1	Reelect Georg Ehrnrooth as Director --- For
			2.6a
	12.2	Reelect Lalita D. Gupte as Director --- For
			2.6a
	12.3	Reelect Bengt Holmstrom as Director --- For
			2.6a
	12.4	Reelect Henning Kagermann as Director --- For
			2.6a
	12.5	Reelect Olli-Pekka Kallasvuo as Director --- For
			2.6a
	12.6	Reelect Per Karlsson as Director --- For
			2.6a
	12.7	Reelect Jorma Ollila as Director --- For
			2.6a
	12.8	Reelect Marjorie Scardino as Director --- For
			2.6a
	12.9	Reelect Risto Siilasmaa as Director --- For
			2.6a
	12.10	Reelect Keijo Suila as Directors as Director --- For
			2.6a
	12.11	Elect Isabel Marey-Semper as New Director --- For
			2.6a
	13	Approve Remuneration of Auditors			For	For		Mgmt
			3.1a
	14	Ratify PricewaterhouseCoopers Oy as Auditors			For	For		Mgmt
			3.1a
	15	Authorize Repurchase of up to 360 Million Nokia Shares			For	For		Mgmt
			3.21a
	16	Close Meeting			None	None		Mgmt
	17	MARK THE FOR BOX IF YOU WISH TO INSTRUCT THE DEPOSITARY TO GIVE A PROXY TO LEENA SIIRALA OR ESA NIINIMAKI, BOTH LEGALCOUNSELS OF NOKIA CORPORATION, TO VOTE, IN THEIR DISCRETION, ONYOUR BEHALF ONLY UPON ITEM 17.			None	Against		Mgmt
			7.7a
04/21/09 - A	Northern Trust Corp. *NTRS*			665859104			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Linda Walker Bynoe --- For
			2.6a
	1.2	Elect Director Nicholas D. Chabraja --- For
			2.6a
	1.3	Elect Director Susan Crown --- For
			2.6a
	1.4	Elect Director Dipak C. Jain --- For
			2.6a
	1.5	Elect Director Arthur L. Kelly --- For
			2.6a
	1.6	Elect Director Robert C. McCormack --- For
			2.6a
	1.7	Elect Director Edward J. Mooney --- For
			2.6a
	1.8	Elect Director William A. Osborn --- For
			2.6a
	1.9	Elect Director John W. Rowe --- For
			2.6a
	1.10	Elect Director Harold B. Smith --- For
			2.6a
	1.11	Elect Director William D. Smithburg --- For
			2.6a
	1.12	Elect Director Enrique J. Sosa --- For
			2.6a
	1.13	Elect Director Charles A. Tribbett III --- For
			2.6a
	1.14	Elect Director Frederick H. Waddell --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1
10/07/08 - A	Paychex, Inc. *PAYX*			704326107			08/11/08
	1	Elect Director B. Thomas Golisano			For	For		Mgmt
			Item 2.6a
	2	Elect Director David J. S. Flaschen			For	For		Mgmt
			Item 2.6a
	3	Elect Director Phillip Horsley			For	For		Mgmt
			Item 2.6a
	4	Elect Director Grant M. Inman			For	For		Mgmt
			Item 2.6a
	5	Elect Director Pamela A. Joseph			For	For		Mgmt
			Item 2.6a
	6	Elect Director Jonathan J. Judge			For	For		Mgmt
			Item 2.6a
	7	Elect Director Joseph M. Tucci			For	For		Mgmt
			Item 2.6a
	8	Elect Director Joseph M. Velli			For	For		Mgmt
			Item 2.6a
	9	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/06/09 - A	PepsiCo, Inc. *PEP*			713448108			03/06/09
	1	Elect Director S.L. Brown			For	For		Mgmt
			2.6a
	2	Elect Director I.M. Cook			For	For		Mgmt
			2.6a
	3	Elect Director D. Dublon			For	For		Mgmt
			2.6a
	4	Elect Director V.J. Dzau			For	For		Mgmt
			2.6a
	5	Elect Director R.L. Hunt			For	For		Mgmt
			2.6a
	6	Elect Director A. Ibarguen			For	For		Mgmt
			2.6a
	7	Elect Director A.C. Martinez			For	For		Mgmt
			2.6a
	8	Elect Director I.K. Nooyi			For	For		Mgmt
			2.6a
	9	Elect Director S.P. Rockefeller			For	For		Mgmt
			2.6a
	10	Elect Director J.J. Schiro			For	For		Mgmt
			2.6a
	11	Elect Director L.G. Trotter			For	For		Mgmt
			2.6a
	12	Elect Director D.Vasella			For	For		Mgmt
			2.6a
	13	Elect Director M.D. White			For	For		Mgmt
			2.6a
	14	Ratify Auditors			For	For		Mgmt
			3.1a
	15	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	16	Report on Recycling			Against	Against		ShrHoldr
			5.4
	17	Report on Genetically Engineered Products			Against	Against		ShrHoldr
			5.4
	18	Report on Charitable Contributions			Against	Against		ShrHoldr
			7.3
	19	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/05/09 - A	Philip Morris International Inc. *PM*			718172109			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Harold Brown --- For
			2.6a
	1.2	Elect Director Mathis Cabiallavetta --- For
			2.6a
	1.3	Elect Director Louis C. Camilleri --- For
			2.6a
	1.4	Elect Director J. Dudley Fishburn --- For
			2.6a
	1.5	Elect Director Graham Mackay --- For
			2.6a
	1.6	Elect Director Sergio Marchionne --- For
			2.6a
	1.7	Elect Director Lucio A. Noto --- For
			2.6a
	1.8	Elect Director Carlos Slim Hel   --- For
			2.6a
	1.9	Elect Director Stephen M. Wolf --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
03/03/09 - A	QUALCOMM Inc *QCOM*			747525103			01/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Barbara T. Alexander --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Bennett --- For
			Item 2.6a
	1.3	Elect Director Donald G. Cruickshank --- For
			Item 2.6a
	1.4	Elect Director Raymond V. Dittamore --- For
			Item 2.6a
	1.5	Elect Director Thomas W. Horton --- For
			Item 2.6a
	1.6	Elect Director Irwin Mark Jacobs --- For
			Item 2.6a
	1.7	Elect Director Paul E. Jacobs --- For
			Item 2.6a
	1.8	Elect Director Robert E. Kahn --- For
			Item 2.6a
	1.9	Elect Director Sherry Lansing --- For
			Item 2.6a
	1.10	Elect Director Duane A. Nelles --- For
			Item 2.6a
	1.11	Elect Director Marc I. Stern --- For
			Item 2.6a
	1.12	Elect Director Brent Scowcroft --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/08/09 - A	Schlumberger Ltd. *SLB*			806857108			02/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect P. Camus as Director --- For
			2.6a
	1.2	Elect J.S. Gorelick as Director --- For
			2.6a
	1.3	Elect A. Gould as Director --- For
			2.6a
	1.4	Elect T. Issac as Director --- For
			2.6a
	1.5	Elect N. Kudryavtsev as Director --- For
			2.6a
	1.6	Elect A. Lajous as Director --- For
			2.6a
	1.7	Elect M.E. Marks as Director --- For
			2.6a
	1.8	Elect L.R. Reif as Director --- For
			2.6a
	1.9	Elect T.I. Sandvold as Director --- For
			2.6a
	1.10	Elect H. Seydoux as Director --- For
			2.6a
	1.11	Elect L.G. Stuntz as Director --- For
			2.6a
	2	Adopt and Approve Financials and Dividends			For	For		Mgmt
			3.24
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	4	Approval of Independent Registered Public Accounting Firm			For	For		Mgmt
			3.1a
04/22/09 - A	The Coca-Cola Company *KO*			191216100			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Herbert A. Allen --- For
			2.6a
	1.2	Elect Director Ronald W. Allen --- For
			2.6a
	1.3	Elect Director Cathleen P. Black --- For
			2.6a
	1.4	Elect Director Barry Diller --- For
			2.6a
	1.5	Elect Director Alexis M. Herman --- For
			2.6a
	1.6	Elect Director Muhtar Kent --- For
			2.6a
	1.7	Elect Director Donald R. Keough --- For
			2.6a
	1.8	Elect Director Maria Elena Lagomsino --- For
			2.6a
	1.9	Elect Director Donald F. McHenry --- For
			2.6a
	1.10	Elect Director Sam Nunn --- For
			2.6a
	1.11	Elect Director James D. Robinson III --- For
			2.6a
	1.12	Elect Director Peter V. Ueberroth --- For
			2.6a
	1.13	Elect Director Jacob Wallenberg --- For
			2.6a
	1.14	Elect Director James B. Williams --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b "Say On Pay"
	4	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	5	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			3.23c
	6	Performance-Based Awards			Against	Against		ShrHoldr
			4.1
04/30/09 - A	The Hershey Co *HSY*			427866108			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director R.F. Cavanaugh --- For
			Item 2.6a
	1.2	Elect Director C.A. Davis --- For
			Item 2.6a
	1.3	Elect Director A.G. Langbo --- For
			Item 2.6a
	1.4	Elect Director J.E. Nevels --- For
			Item 2.6a
	1.5	Elect Director T.J. Ridge --- For
			Item 2.6a
	1.6	Elect Director D.L. Shedlarz --- For
			Item 2.6a
	1.7	Elect Director C.B. Strauss --- For
			Item 2.6a
	1.8	Elect Director D.J. West --- For
			Item 2.6a
	1.9	Elect Director L.S. Zimmerman --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/05/09 - A	The Travelers Companies, Inc. *TRV*			89417E109			03/06/09
	1	Elect Directors			For	For		Mgmt
	2	Ratify Auditors			For	For		Mgmt
	3	Amend Omnibus Stock Plan			For	For		Mgmt
	4	Report on Political Contributions			Against	Against		ShrHoldr
06/05/09 - A	Wal-Mart Stores, Inc. *WMT*			931142103			04/09/09
	1	Elect Director Aida M. Alvarez			For	For		Mgmt
			2.6a
	2	Elect Director James W. Breyer			For	For		Mgmt
			2.6a
	3	Elect Director M. Michele Burns			For	For		Mgmt
			2.6a
	4	Elect Director James I. Cash, Jr.			For	For		Mgmt
			2.6a
	5	Elect Director Roger C. Corbett			For	For		Mgmt
			2.6a
	6	Elect Director Douglas N. Daft			For	For		Mgmt
			2.6a
	7	Elect Director Michael T. Duke			For	For		Mgmt
			2.6a
	8	Elect Director Gregory B. Penner			For	For		Mgmt
			2.6a
	9	Elect Director Allen I. Questrom			For	For		Mgmt
			2.6a
	10	Elect Director H. Lee Scott, Jr.			For	For		Mgmt
			2.6a
	11	Elect Director Arne M. Sorenson			For	For		Mgmt
			2.6a
	12	Elect Director Jim C. Walton			For	For		Mgmt
			2.6a
	13	Elect Director S. Robson Walton			For	For		Mgmt
			2.6a
	14	Elect Director Christopher J. Williams			For	For		Mgmt
			2.6a
	15	Elect Director Linda S. Wolf			For	For		Mgmt
			2.6a
	16	Ratify Auditors			For	For		Mgmt
			3.1a
	17	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			6.1a
	18	Pay For Superior Performance			Against	Against		ShrHoldr
			5.1c
	19	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	20	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	21	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	22	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
04/28/09 - A	Wells Fargo and Company *WFC*			949746101			02/27/09
	1	Elect Director John D. Baker II			For	For		Mgmt
			2.6a
	2	Elect Director John S. Chen			For	For		Mgmt
			2.6a
	3	Elect Director Lloyd H. Dean			For	For		Mgmt
			2.6a
	4	Elect Director Susan E. Engel			For	For		Mgmt
			2.6a
	5	Elect Director Enrique Hernandez, Jr.			For	For		Mgmt
			2.6a
	6	Elect Director Donald M. James			For	For		Mgmt
			2.6a
	7	Elect Director Robert L. Joss			For	For		Mgmt
			2.6a
	8	Elect Director Richard M. Kovacevich			For	For		Mgmt
			2.6a
	9	Elect Director Richard D. McCormick			For	For		Mgmt
			2.6a
	10	Elect Director Mackey J. McDonald			For	For		Mgmt
			2.6a
	11	Elect Director Cynthia H. Milligan			For	For		Mgmt
			2.6a
	12	Elect Director Nicholas G. Moore			For	For		Mgmt
			2.6a
	13	Elect Director Philip J. Quigley			For	For		Mgmt
			2.6a
	14	Elect Director Donald B. Rice			For	For		Mgmt
			2.6a
	15	Elect Director Judith M. Runstad			For	For		Mgmt
			2.6a
	16	Elect Director Stephen W. Sanger			For	For		Mgmt
			2.6a
	17	Elect Director Robert K. Steel			For	For		Mgmt
			2.6a
	18	Elect Director John G. Stumpf			For	For		Mgmt
			2.6a
	19	Elect Director Susan G. Swenson			For	For		Mgmt
			2.6a
	20	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1 TARP regs
	21	Ratify Auditors			For	For		Mgmt
			3.1a
	22	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	23	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	24	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
05/19/09 - A	XTO Energy Inc *XTO*			98385X106			03/31/09
	1	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Phillip R. Kevil --- For
			2.6a
	2.2	Elect Director Herbert D. Simons --- For
			2.6a
	2.3	Elect Director Vaughn O. Vennerberg II --- For
			2.6a
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	6	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris
05/04/09 - A	Zimmer Holdings Inc *ZMH*			98956P102			03/05/09
	1	Elect Director Betsy J. Bernard			For	For		Mgmt
			2.6a
	2	Elect Director Marc N. Casper			For	For		Mgmt
			2.6a
	3	Elect Director David C. Dvorak			For	For		Mgmt
			2.6a
	4	Elect Director Robert A. Hagemann			For	For		Mgmt
			2.6a
	5	Elect Director Arthur J. Higgins			For	For		Mgmt
			2.6a
	6	Elect Director Cecil B. Pickett			For	For		Mgmt
			2.6a
	7	Elect Director Augustus A. White, III			For	For		Mgmt
			2.6a
	8	Ratify Auditors			For	For		Mgmt
			3.1a
	9	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	10	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	11	Amend Deferred Compensation Plan			For	For		Mgmt
			2.8a

IVY FUNDS VIP BOND
(until July 31, 2008, W&R Target Bond Portfolio)

Proxy Voting Record

There was no proxy voting for Ivy Funds VIP Bond, a series of the Registrant, for the period covered by this report, pursuant to Section 30 of the Investment Company Act of 1940, as amended, and Rule 30b1-4 thereunder.

IVY FUNDS VIP CORE EQUITY
(until July 31, 2008, W&R Target Core Equity Portfolio)

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
95 W&R Target Core Equity
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
04/24/09 - A	Abbott Laboratories *ABT*			002824100			02/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director R.J. Alpern --- For
			2.6a
	1.2	Elect Director R.S. Austin --- For
			2.6a
	1.3	Elect Director W.M. Daley --- For
			2.6a
	1.4	Elect Director W.J. Farrell --- For
			2.6a
	1.5	Elect Director H.L. Fuller --- For
			2.6a
	1.6	Elect Director W.A. Osborn --- For
			2.6a
	1.7	Elect Director D.A.L. Owen --- For
			2.6a
	1.8	Elect Director W.A. Reynolds --- For
			2.6a
	1.9	Elect Director R.S. Roberts --- For
			2.6a
	1.10	Elect Director S.C. Scott, III --- For
			2.6a
	1.11	Elect Director W.D. Smithburg --- For
			2.6a
	1.12	Elect Director G.F. Tilton --- For
			2.6a
	1.13	Elect Director M.D. White --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 Total # of shares available for grant is > 10% (14.98%) of outstanding shares
	3	Approve Nonqualified Employee Stock Purchase Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Report on Animal Testing			Against	Against		ShrHoldr
			5.4
	6	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	7	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
07/08/08 - S	Activision Blizzard, Inc. *ATVI*			004930202			06/05/08
	1	Approve Merger Agreement			For	For		Mgmt
			3.5 per Erik Becker
	2	Change Company Name			For	For		Mgmt
			3.17
	3	Increase Authorized Common Stock			For	For		Mgmt
			3.6
	4	Eliminate Class of Preferred Stock			For	For		Mgmt
			3.7
	5	Amend Quorum Requirements			For	For		Mgmt
			3.5
	6	Adopt Supermajority Vote Requirement for Amendments			For	For		Mgmt
			3.4b
	7	Prohibit Board to Amend Bylaws Without Shareholder Consent			For	For		Mgmt
			3.3b
	8	Permit Directors Designated by Vivendi Certain Voting Powers			For	For		Mgmt
			3.5
	9	Amend Certificate of Incorporation to Limit Certain Business Activities			For	For		Mgmt
			3.5
	10	Amend Certificate of Incorporation to Establish Procedures Allocating Certain Corporate Opportunities			For	For		Mgmt
			3.5
	11	Amend Certificate of Incorporation to Require Vivendi or Activision Blizzard to Acquire all Outstanding Shares			For	For		Mgmt
			3.5
	12	Amend Certificate of Incorporation to Approve a Affiliate Transactions Provision			For	For		Mgmt
			3.5
	13	Amend Certificate of Incorporation to Restrict Business Combination Provision			For	For		Mgmt
			3.5
	14	Prohibit Board to Amend Bylaws Without Shareholder Consent			For	For		Mgmt
			3.3b
	15	Adjourn Meeting			For	For		Mgmt
			7.7b
09/24/08 - A	Activision Blizzard, Inc. *ATVI*			00507V109			07/28/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Philippe G. H. Capron --- For
			2.6a
	1.2	Elect Director Robert J. Corti --- For
			2.6a
	1.3	Elect Director Frederic R. Crepin --- For
			2.6a
	1.4	Elect Director Bruce L. Hack --- For
			2.6a
	1.5	Elect Director Brian G. Kelly --- For
			2.6a
	1.6	Elect Director Robert A. Kotick --- For
			2.6a
	1.7	Elect Director Jean-Bernard Levy --- For
			2.6a
	1.8	Elect Director Robert J. Morgado --- For
			2.6a
	1.9	Elect Director Douglas P. Morris --- For
			2.6a
	1.10	Elect Director Rene P. Penisson --- For
			2.6a
	1.11	Elect Director Richard Sarnoff --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Adopt Policy and Report on Board Diversity			Against	Against		ShrHoldr
			6.1
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/29/09 - A	Aetna Inc. *AET*			00817Y108			03/27/09
	1	Elect Director Frank M. Clark			For	For		Mgmt
			2.6a
	2	Elect Director Betsy Z. Cohen			For	For		Mgmt
			2.6a
	3	Elect Director Molly J. Coye, M.D.			For	For		Mgmt
			2.6a
	4	Elect Director Roger N. Farah			For	For		Mgmt
			2.6a
	5	Elect Director Barbara Hackman Franklin			For	For		Mgmt
			2.6a
	6	Elect Director Jeffrey E. Garten			For	For		Mgmt
			2.6a
	7	Elect Director Earl G. Graves			For	For		Mgmt
			2.6a
	8	Elect Director Gerald Greenwald			For	For		Mgmt
			2.6a
	9	Elect Director Ellen M. Hancock			For	For		Mgmt
			2.6a
	10	Elect Director Richard J. Harrington			For	For		Mgmt
			2.6a
	11	Elect Director Edward J. Ludwig			For	For		Mgmt
			2.6a
	12	Elect Director Joseph P. Newhouse			For	For		Mgmt
			2.6a
	13	Elect Director Ronald A. Williams			For	For		Mgmt
			2.6a
	14	Ratify Auditors			For	For		Mgmt
			3.1a
	15	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	16	Adopt a Policy to Elect a Retired Management Employee			Against	Against		ShrHoldr
			99
01/22/09 - A	Air Products & Chemicals, Inc. *APD*			009158106			11/30/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Mario L. Baeza --- For
			Item 2.6a
	1.2	Elect Director Edward E. Hagenlocker --- For
			Item 2.6a
	1.3	Elect Director John E. McGlade --- For
			Item 2.6a
	1.4	Elect Director Charles H. Noski --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/19/09 - A	Altria Group, Inc. *MO*			02209S103			03/30/09
	1	Elect Director Elizabeth E. Bailey			For	For		Mgmt
			2.6a
	2	Elect Director Gerald L. Baliles			For	For		Mgmt
			2.6a
	3	Elect Director Dinyar S. Devitre			For	For		Mgmt
			2.6a
	4	Elect Director Thomas F. Farrell			For	For		Mgmt
			2.6a
	5	Elect Director Robert E. R. Huntley			For	For		Mgmt
			2.6a
	6	Elect Director Thomas W. Jones			For	For		Mgmt
			2.6a
	7	Elect Director George Mu  oz			For	For		Mgmt
			2.6a
	8	Elect Director Nabil Y. Sakkab			For	For		Mgmt
			2.6a
	9	Elect Director Michael E. Szymanczyk			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Reduce Tobacco Harm to Health			Against	Against		ShrHoldr
			6.2
	12	Report on Marketing Practices on the Poor			Against	Against		ShrHoldr
			5.4
	13	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			5.4
	14	Adopt Human Rights Protocols for Company and Suppliers			Against	Against		ShrHoldr
			6.1
	15	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	16	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
04/27/09 - A	American Express Co. *AXP*			025816109			02/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director D.F. Akerson --- For
			2.6a
	1.2	Elect Director C. Barshefsky --- For
			2.6a
	1.3	Elect Director U.M. Burns --- For
			2.6a
	1.4	Elect Director K.I. Chenault --- For
			2.6a
	1.5	Elect Director P. Chernin --- For
			2.6a
	1.6	Elect Director J. Leschly --- For
			2.6a
	1.7	Elect Director R.C. Levin --- For
			2.6a
	1.8	Elect Director R.A. Mcginn --- For
			2.6a
	1.9	Elect Director E.D. Miller --- For
			2.6a
	1.10	Elect Director S.S Reinemund --- For
			2.6a
	1.11	Elect Director R.D. Walter --- For
			2.6a
	1.12	Elect Director R.A. Williams --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	Against		Mgmt
			5.1b
	4	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	5	Amend Bylaws-- Call Special Meetings			Against	For		ShrHoldr
			3.2b
05/06/09 - A	Amgen, Inc. *AMGN*			031162100			03/09/09
	1	Elect Director David Baltimore			For	For		Mgmt
			2.6a
	2	Elect Director Frank J. Biondi, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Francois de Carbonnel			For	For		Mgmt
			2.6a
	4	Elect Director Jerry D. Choate			For	For		Mgmt
			2.6a
	5	Elect Director Vance D. Coffman			For	For		Mgmt
			2.6a
	6	Elect Director Frederick W. Gluck			For	For		Mgmt
			2.6a
	7	Elect Director Frank C. Herringer			For	For		Mgmt
			2.6a
	8	Elect Director Gilbert S. Omenn			For	For		Mgmt
			2.6a
	9	Elect Director Judith C. Pelham			For	For		Mgmt
			2.6a
	10	Elect Director J. Paul Reason			For	For		Mgmt
			2.6a
	11	Elect Director Leonard D. Schaeffer			For	For		Mgmt
			2.6a
	12	Elect Director Kevin W. Sharer			For	For		Mgmt
			2.6a
	13	Ratify Auditors			For	For		Mgmt
			3.1a
	14	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	15	Reduce Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	16	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	17	Reincorporate in Another State [from Delaware to North Dakota ]			Against	Against		ShrHoldr
			3.16a
02/25/09 - A	Apple Inc. *AAPL*			037833100			12/29/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William V. Campbell --- For
			2.6a
	1.2	Elect Director Millard S. Drexler --- For
			2.6a
	1.3	Elect Director Albert A. Gore, Jr. --- For
			2.6a
	1.4	Elect Director Steven P. Jobs --- For
			2.6a
	1.5	Elect Director Andrea Jung --- For
			2.6a
	1.6	Elect Director A.D. Levinson --- For
			2.6a
	1.7	Elect Director Eric E. Schmidt --- For
			2.6a
	1.8	Elect Director Jerome B. York --- For
			2.6a
	2	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	3	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	4	Prepare Sustainability Report			Against	Against		ShrHoldr
			5.4
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
03/10/09 - A	Applied Materials, Inc. *AMAT*			038222105			01/12/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Aart J. de Geus --- For
			Item 2.6a
	1.2	Elect Director Stephen R. Forrest --- For
			Item 2.6a
	1.3	Elect Director Philip V. Gerdine --- For
			Item 2.6a
	1.4	Elect Director Thomas J. Iannotti --- For
			Item 2.6a
	1.5	Elect Director Alexander A. Karsner --- For
			Item 2.6a
	1.6	Elect Director Charles Y.S. Liu --- For
			Item 2.6a
	1.7	Elect Director Gerhard H. Parker --- For
			Item 2.6a
	1.8	Elect Director Dennis D. Powell --- For
			Item 2.6a
	1.9	Elect Director Willem P. Roelandts --- For
			Item 2.6a
	1.10	Elect Director James E. Rogers --- For
			Item 2.6a
	1.11	Elect Director Michael R. Splinter --- For
			Item 2.6a
	2	Reduce Supermajority Vote Requirement			For	For		Mgmt
			Item 3.4b
	3	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/24/09 - A	AT&T Inc *T*			00206R102			02/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Randall L. Stephenson --- For
			2.6a
	1.2	Elect Director William F. Aldinger III --- For
			2.6a
	1.3	Elect Director Gilbert F. Amelio --- For
			2.6a
	1.4	Elect Director Reuben V. Anderson --- For
			2.6a
	1.5	Elect Director James H. Blanchard --- For
			2.6a
	1.6	Elect Director August A. Busch III --- For
			2.6a
	1.7	Elect Director Jaime Chico Pardo --- For
			2.6a
	1.8	Elect Director James P. Kelly --- For
			2.6a
	1.9	Elect Director Jon C. Madonna --- For
			2.6a
	1.10	Elect Director Lynn M. Martin --- For
			2.6a
	1.11	Elect Director John B. McCoy --- For
			2.6a
	1.12	Elect Director Mary S. Metz --- For
			2.6a
	1.13	Elect Director Joyce M. Roch   --- For
			2.6a
	1.14	Elect Director Laura D Andrea Tyson --- For
			2.6a
	1.15	Elect Director Patricia P. Upton --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Increase Authorized Common Stock			For	For		Mgmt
			3.6
	4	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	5	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	6	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	7	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	8	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	9	Exclude Pension Credits ftom Earnings Performance Measure			Against	For		ShrHoldr
			99 Per Matt Norris
12/05/08 - S	Bank of America Corp. *BAC*			060505104			10/10/08
	1	Issue Shares in Connection with Acquisition			For	Against		Mgmt
	2	Amend Omnibus Stock Plan			For	Against		Mgmt
	3	Increase Authorized Common Stock			For	Against		Mgmt
	4	Adjourn Meeting			For	Against		Mgmt
05/05/09 - A	Baxter International Inc. *BAX*			071813109			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Walter E. Boomer --- For
			2.6a
	1.2	Elect Director James R. Gavin III --- For
			2.6a
	1.3	Elect Director Peter S. Hellman --- For
			2.6a
	1.4	Elect Director K. J. Storm --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Report on Animal Testing			Against	Against		ShrHoldr
			5.4
02/03/09 - A	Becton, Dickinson and Company *BDX*			075887109			12/12/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Claire M. Fraser-Liggett --- For
			2.6a
	1.2	Elect Director Edward J. Ludwig --- For
			2.6a
	1.3	Elect Director Willard J. Overlock, Jr. --- For
			2.6a
	1.4	Elect Director Bertram L. Scott --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	4	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	5	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	6	Amend Bylaws -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	7	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
04/23/09 - A	Capital One Financial Corp. *COF*			14040H105			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Richard D. Fairbank --- For
			2.6a
	1.2	Elect Director E.R. Campbell --- For
			2.6a
	1.3	Elect Director Bradford H. Warner --- For
			2.6a
	1.4	Elect Director Stanley Westreich --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Advisory Vote on Executive Compensation			For	For		Mgmt
			4.1 due to SEC regs for TARP participants
05/13/09 - A	CME Group Inc. *CME*			12572Q105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Dennis H. Chookaszian --- For
			2.6a
	1.2	Elect Director Robert F. Corvino --- For
			2.6a
	1.3	Elect Director Larry G. Gerdes --- For
			2.6a
	1.4	Elect Director Daniel R. Glickman --- For
			2.6a
	1.5	Elect Director James E. Oliff --- For
			2.6a
	1.6	Elect Director John L. Pietrzak --- For
			2.6a
	1.7	Elect Director Alex J. Pollock --- For
			2.6a
	1.8	Elect Director William R. Shepard --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	4	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	5	Ratify Auditors			For	For		Mgmt
			3.1a
01/28/09 - A	Costco Wholesale Corporation *COST*			22160K105			11/21/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director James D. Sinegal --- For
			Item 2.6a
	1.2	Elect Director Jeffrey H. Brotman --- For
			Item 2.6a
	1.3	Elect Director Richard A. Galanti --- For
			Item 2.6a
	1.4	Elect Director Daniel J. Evans --- For
			Item 2.6a
	1.5	Elect Director Jeffrey S. Raikes --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
02/25/09 - A	Deere & Co. *DE*			244199105			12/31/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Crandall C. Bowles --- For
			2.6a
	1.2	Elect Director Vance D. Coffman --- For
			2.6a
	1.3	Elect Director Clayton M. Jones --- For
			2.6a
	1.4	Elect Director Thomas H. Patrick --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Declassify the Board of Directors			For	For		ShrHoldr
			2.4b
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	5	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
05/27/09 - A	Exxon Mobil Corp. *XOM*			30231G102			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director M.J. Boskin --- For
			2.6a
	1.2	Elect Director L.R. Faulkner --- For
			2.6a
	1.3	Elect Director K.C. Frazier --- For
			2.6a
	1.4	Elect Director .W. George --- For
			2.6a
	1.5	Elect Director R.C. King --- For
			2.6a
	1.6	Elect Director M.C. Nelson --- For
			2.6a
	1.7	Elect Director S.J. Palmisano --- For
			2.6a
	1.8	Elect Director S.S Reinemund --- For
			2.6a
	1.9	Elect Director R.W. Tillerson --- For
			2.6a
	1.10	Elect Director E.E. Whitacre, Jr. --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	4	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	5	Reincorporate in Another State [from New Jersey to North Dakota]			Against	Against		ShrHoldr
			3.16a
	6	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	7	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	8	Compare CEO Compensation to Average U.S. per Capita Income			Against	Against		ShrHoldr
			5.4
	9	Review Anti-discrimination Policy on Corporate Sponsorships and Executive Perks			Against	Against		ShrHoldr
			5.4
	10	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			6.1
	11	Adopt Quantitative GHG Goals for Products and Operations			Against	Against		ShrHoldr
			6.2 Per Erik Becker
	12	Report on Climate Change Impacts on Emerging Countries			Against	Against		ShrHoldr
			5.4
	13	Adopt Policy to Increase Renewable Energy			Against	Against		ShrHoldr
			6.2 Per Erik Becker
09/22/08 - A	General Mills, Inc. *GIS*			370334104			07/24/08
	1	Elect Director Bradbury H. Anderson			For	For		Mgmt
			Item 2.6a
	2	Elect Director Paul Danos			For	For		Mgmt
			Item 2.6a
	3	Elect Director William T. Esrey			For	For		Mgmt
			Item 2.6a
	4	Elect Director Raymond V. Gilmartin			For	For		Mgmt
			Item 2.6a
	5	Elect Director Judith Richards Hope			For	For		Mgmt
			Item 2.6a
	6	Elect Director Heidi G. Miller			For	For		Mgmt
			Item 2.6a
	7	Elect Director Hilda Ochoa-Brillembourg			For	For		Mgmt
			Item 2.6a
	8	Elect Director Steve Odland			For	For		Mgmt
			Item 2.6a
	9	Elect Director Kendall J. Powell			For	For		Mgmt
			Item 2.6a
	10	Elect Director Lois E. Quam			For	For		Mgmt
			Item 2.6a
	11	Elect Director Michael D. Rose			For	For		Mgmt
			Item 2.6a
	12	Elect Director Robert L. Ryan			For	For		Mgmt
			Item 2.6a
	13	Elect Director Dorothy A. Terrell			For	For		Mgmt
			Item 2.6a
	14	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/07/09 - A	Google Inc *GOOG*			38259P508			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Eric Schmidt --- For
			2.6a
	1.2	Elect Director Sergey Brin --- For
			2.6a
	1.3	Elect Director Larry Page --- For
			2.6a
	1.4	Elect Director L. John Doerr --- For
			2.6a
	1.5	Elect Director John L. Hennessy --- For
			2.6a
	1.6	Elect Director Arthur D. Levinson --- For
			2.6a
	1.7	Elect Director Ann Mather --- For
			2.6a
	1.8	Elect Director Paul S. Otellini --- For
			2.6a
	1.9	Elect Director K. Ram Shriram --- For
			2.6a
	1.10	Elect Director Shirley M. Tilghman --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Report on Political Contributions			For	Against		ShrHoldr
			7.2b
	5	Adopt Policies to Protect Freedom of Access to the Internet			Against	Against		ShrHoldr
			5.4
	6	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
03/18/09 - A	Hewlett-Packard Company *HPQ*			428236103			01/20/09
	1	Elect Director Lawrence T. Babbio, Jr.			For	For		Mgmt
			Item 2.6a
	2	Elect Director Sari M. Baldauf			For	For		Mgmt
			Item 2.6a
	3	Elect Director Rajiv L. Gupta			For	For		Mgmt
			Item 2.6a
	4	Elect Director John H. Hammergren			For	For		Mgmt
			Item 2.6a
	5	Elect Director Mark V. Hurd			For	For		Mgmt
			Item 2.6a
	6	Elect Director Joel Z. Hyatt			For	For		Mgmt
			Item 2.6a
	7	Elect Director John R. Joyce			For	For		Mgmt
			Item 2.6a
	8	Elect Director Robert L. Ryan			For	For		Mgmt
			Item 2.6a
	9	Elect Director Lucille S. Salhany			For	For		Mgmt
			Item 2.6a
	10	Elect Director G. Kennedy Thompson			For	For		Mgmt
			Item 2.6a
	11	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Home Depot, Inc. *HD*			437076102			03/30/09
	1	Elect Director F. Duane Ackerman			For	For		Mgmt
			2.6a
	2	Elect Director David H. Batchelder			For	For		Mgmt
			2.6a
	3	Elect Director Francis S. Blake			For	For		Mgmt
			2.6a
	4	Elect Director Ari Bousbib			For	For		Mgmt
			2.6a
	5	Elect Director Gregory D. Brenneman			For	For		Mgmt
			2.6a
	6	Elect Director Albert P. Carey			For	For		Mgmt
			2.6a
	7	Elect Director Armando Codina			For	For		Mgmt
			2.6a
	8	Elect Director Bonnie G. Hill			For	For		Mgmt
			2.6a
	9	Elect Director Karen L. Katen			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Approve Right to Call Special Meetings			For	Against		Mgmt
			3.2a
	12	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	13	Call Special Meetings			Against	For		ShrHoldr
			3.2b
	14	Prepare Employment Diversity Report			Against	Against		ShrHoldr
			6.1
	15	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	16	Assess Energy Use and Establish Reduction Targets			Against	Against		ShrHoldr
			5.4
05/14/09 - A	IntercontinentalExchange, Inc. *ICE*			45865V100			03/17/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Charles R. Crisp --- For
			2.6a
	1.2	Elect Director Jean-Marc Forneri --- For
			2.6a
	1.3	Elect Director Fred W. Hatfield --- For
			2.6a
	1.4	Elect Director Terrence F. Martell --- For
			2.6a
	1.5	Elect Director Sir Robert Reid --- For
			2.6a
	1.6	Elect Director Frederic V. Salerno --- For
			2.6a
	1.7	Elect Director Frederick W. Schoenhut --- For
			2.6a
	1.8	Elect Director Jeffrey C. Sprecher --- For
			2.6a
	1.9	Elect Director Judith A. Sprieser --- For
			2.6a
	1.10	Elect Director Vincent Tese --- For
			2.6a
	2	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
05/19/09 - A	JPMorgan Chase & Co. *JPM*			46625H100			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Crandall C. Bowles --- For
			2.6a
	1.2	Elect Director Stephen B. Burke --- For
			2.6a
	1.3	Elect Director David M. Cote --- For
			2.6a
	1.4	Elect Director James S. Crown --- For
			2.6a
	1.5	Elect Director James Dimon --- For
			2.6a
	1.6	Elect Director Ellen V. Futter --- For
			2.6a
	1.7	Elect Director William H. Gray, III --- For
			2.6a
	1.8	Elect Director Laban P. Jackson, Jr. --- For
			2.6a
	1.9	Elect Director David C. Novak --- For
			2.6a
	1.10	Elect Director Lee R. Raymond --- For
			2.6a
	1.11	Elect Director William C. Weldon --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1
	4	Disclose Prior Government Service			Against	Against		ShrHoldr
			5.4
	5	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	6	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	7	Report on Predatory Lending Policies			Against	Against		ShrHoldr
			5.4
	8	Amend Key Executive Performance Plan			Against	Against		ShrHoldr
			5.1c
	9	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
	10	Prepare Carbon Principles Report			Against	Against		ShrHoldr
			6.2
05/14/09 - A	Kohl's Corp. *KSS*			500255104			03/11/09
	1	Elect Director Peter Boneparth			For	For		Mgmt
			2.6a
	2	Elect Director Steven A. Burd			For	For		Mgmt
			2.6a
	3	Elect Director John F. Herma			For	For		Mgmt
			2.6a
	4	Elect Director Dale E. Jones			For	For		Mgmt
			2.6a
	5	Elect Director William S. Kellogg			For	For		Mgmt
			2.6a
	6	Elect Director Kevin Mansell			For	For		Mgmt
			2.6a
	7	Elect Director R. Lawrence Montgomery			For	For		Mgmt
			2.6a
	8	Elect Director Frank V. Sica			For	For		Mgmt
			2.6a
	9	Elect Director Peter M. Sommerhauser			For	For		Mgmt
			2.6a
	10	Elect Director Stephanie A. Streeter			For	For		Mgmt
			2.6a
	11	Elect Director Stephen E. Watson			For	For		Mgmt
			2.6a
	12	Ratify Auditors			For	For		Mgmt
			3.1a
	13	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
04/23/09 - A	Lockheed Martin Corp. *LMT*			539830109			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director E. C. "Pete" Aldrige, Jr. --- For
			2.6a
	1.2	Elect Director Nolan D. Archibald --- For
			2.6a
	1.3	Elect Director David B. Burritt --- For
			2.6a
	1.4	Elect Director James O. Ellis, Jr. --- For
			2.6a
	1.5	Elect Director Gwendolyn S. King --- For
			2.6a
	1.6	Elect Director James M. Loy --- For
			2.6a
	1.7	Elect Director Douglas H. McCorkindale --- For
			2.6a
	1.8	Elect Director Joseph W. Ralston --- For
			2.6a
	1.9	Elect Director Frank Savage --- For
			2.6a
	1.10	Elect Director James Schneider --- For
			2.6a
	1.11	Elect Director Anne Stevens --- For
			2.6a
	1.12	Elect Director Robert J. Stevens --- For
			2.6a
	1.13	Elect Director James R. Ukropina --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Reduce Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	4	Report on Space-based Weapons Program			Against	Against		ShrHoldr
			6.3
	5	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris
	6	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/21/09 - A	Lorillard, Inc. *LO*			544147101			03/30/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert C. Almon --- For
			2.6a
	1.2	Elect Director Kit D. Dietz --- For
			2.6a
	1.3	Elect Director Nigel Travis --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/15/09 - A	Macy's Inc *M*			55616P104			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Stephen F. Bollenbach --- For
			2.6a
	1.2	Elect Director Deirdre P. Connelly --- For
			2.6a
	1.3	Elect Director Meyer Feldberg --- For
			2.6a
	1.4	Elect Director Sara Levinson --- For
			2.6a
	1.5	Elect Director Terry J. Lundgren --- For
			2.6a
	1.6	Elect Director Joseph Neubauer --- For
			2.6a
	1.7	Elect Director Joseph A. Pichler --- For
			2.6a
	1.8	Elect Director Joyce M. Roch   --- For
			2.6a
	1.9	Elect Director Karl M. von der Heyden --- For
			2.6a
	1.10	Elect Director Craig E. Weatherup --- For
			2.6a
	1.11	Elect Director Marna C. Whittington --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 # of shares available for grant is greater than 10% of outstanding shares
	4	Reduce Supermajority Vote Requirement			Against	For		ShrHoldr
			3.4b
	5	Stock Retention/Holding Period			Against	Against		ShrHoldr
			2.11
05/12/09 - A	Masco Corporation *MAS*			574599106			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Thomas G. Denomme --- For
			2.6a
	1.2	Elect Director Richard A. Manoogian --- For
			2.6a
	1.3	Elect Director Mary Ann Van Lokeren --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	4	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/13/09 - A	Molson Coors Brewing Co *TAP*			60871R209			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John E. Cleghorn --- For
			Item 2.6a
	1.2	Elect Director Charles M. Herington --- For
			Item 2.6a
	1.3	Elect Director David P. O'Brien --- For
			Item 2.6a
04/28/09 - A	Noble Energy, Inc. *NBL*			655044105			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jeffrey L. Berenson --- For
			2.6a
	1.2	Elect Director Michael A. Cawley --- For
			2.6a
	1.3	Elect Director Edward F. Cox --- For
			2.6a
	1.4	Elect Director Charles D. Davidson --- For
			2.6a
	1.5	Elect Director Thomas J. Edelman --- For
			2.6a
	1.6	Elect Director Eric P. Grubman --- For
			2.6a
	1.7	Elect Director Kirby L. Hedrick --- For
			2.6a
	1.8	Elect Director Scott D. Urban --- For
			2.6a
	1.9	Elect Director William T. Van Kleef --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/05/09 - A	Philip Morris International Inc. *PM*			718172109			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Harold Brown --- For
			2.6a
	1.2	Elect Director Mathis Cabiallavetta --- For
			2.6a
	1.3	Elect Director Louis C. Camilleri --- For
			2.6a
	1.4	Elect Director J. Dudley Fishburn --- For
			2.6a
	1.5	Elect Director Graham Mackay --- For
			2.6a
	1.6	Elect Director Sergio Marchionne --- For
			2.6a
	1.7	Elect Director Lucio A. Noto --- For
			2.6a
	1.8	Elect Director Carlos Slim Hel   --- For
			2.6a
	1.9	Elect Director Stephen M. Wolf --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
03/03/09 - A	QUALCOMM Inc *QCOM*			747525103			01/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Barbara T. Alexander --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Bennett --- For
			Item 2.6a
	1.3	Elect Director Donald G. Cruickshank --- For
			Item 2.6a
	1.4	Elect Director Raymond V. Dittamore --- For
			Item 2.6a
	1.5	Elect Director Thomas W. Horton --- For
			Item 2.6a
	1.6	Elect Director Irwin Mark Jacobs --- For
			Item 2.6a
	1.7	Elect Director Paul E. Jacobs --- For
			Item 2.6a
	1.8	Elect Director Robert E. Kahn --- For
			Item 2.6a
	1.9	Elect Director Sherry Lansing --- For
			Item 2.6a
	1.10	Elect Director Duane A. Nelles --- For
			Item 2.6a
	1.11	Elect Director Marc I. Stern --- For
			Item 2.6a
	1.12	Elect Director Brent Scowcroft --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Raytheon Co. *RTN*			755111507			04/03/09
	1	Elect Director Vernon E. Clark			For	For		Mgmt
			2.6a
	2	Elect Director John M. Deutch			For	For		Mgmt
			2.6a
	3	Elect Director Frederic M. Poses			For	For		Mgmt
			2.6a
	4	Elect Director Michael C. Ruettgers			For	For		Mgmt
			2.6a
	5	Elect Director Ronald L. Skates			For	For		Mgmt
			2.6a
	6	Elect Director William R. Spivey			For	For		Mgmt
			2.6a
	7	Elect Director Linda G. Stuntz			For	For		Mgmt
			2.6a
	8	Elect Director William H. Swanson			For	For		Mgmt
			2.6a
	9	Ratify Auditors			For	For		Mgmt
			3.1a
	10	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	11	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	12	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	13	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	14	Submit SERP to Shareholder Vote			Against	Against		ShrHoldr
			5.1c
05/19/09 - A	SAP AG			803054204			03/26/09
		Meeting for ADR Holders
	1	Resolution On The Appropriation Of The Retained Earnings Of Thefiscal Year 2008			For	For		Mgmt
			3.18
	2	Resolution On The Formal Approval Of The Acts Of The Executiveboard In The Fiscal Year 2008			For	For		Mgmt
			3.25
	3	Resolution On The Formal Approval Of The Acts Of The Supervisoryboard In The Fiscal Year 2008			For	For		Mgmt
			3.25
	4	Appointment Of The Auditor Of The Financial Statements And Groupfinancial Statements For The Fiscal Year 2009			For	For		Mgmt
			3.1a
	5	Resolution On Authorization To Acquire And Use Treasury Sharespursuant To Section 71 (1) No. 8 Of German Stock Corporation Act(aktiengesetz; Aktg), With Possible Exclusion Of Shareholderssubscription Rights & Potential Rights To Offer Shares			For	For		Mgmt
			1.3a
	6	Resolution On The Amendment Of Section 19 Of The Articles Ofincorporation To Reflect The German Act Implementing Theshareholders Rights Directive (gesetz Zur Umsetzung Deraktionarsrichtlinie; Arug)			For	For		Mgmt
			3.23b
04/08/09 - A	Schlumberger Ltd. *SLB*			806857108			02/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect P. Camus as Director --- For
			2.6a
	1.2	Elect J.S. Gorelick as Director --- For
			2.6a
	1.3	Elect A. Gould as Director --- For
			2.6a
	1.4	Elect T. Issac as Director --- For
			2.6a
	1.5	Elect N. Kudryavtsev as Director --- For
			2.6a
	1.6	Elect A. Lajous as Director --- For
			2.6a
	1.7	Elect M.E. Marks as Director --- For
			2.6a
	1.8	Elect L.R. Reif as Director --- For
			2.6a
	1.9	Elect T.I. Sandvold as Director --- For
			2.6a
	1.10	Elect H. Seydoux as Director --- For
			2.6a
	1.11	Elect L.G. Stuntz as Director --- For
			2.6a
	2	Adopt and Approve Financials and Dividends			For	For		Mgmt
			3.24
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	4	Approval of Independent Registered Public Accounting Firm			For	For		Mgmt
			3.1a
05/12/09 - A	Smith International, Inc. *SII*			832110100			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert Kelley --- For
			Item 2.6a
	1.2	Elect Director Luiz Rodolfo Landim Machado --- For
			Item 2.6a
	1.3	Elect Director Doug Rock --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
08/27/08 - A	Smithfield Foods, Inc. *SFD*			832248108			07/11/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert L. Burrus, Jr. --- For
			2.6a
	1.2	Elect Director Hon. Carol T. Crawford --- For
			2.6a
	1.3	Elect Director David C. Nelson --- For
			2.6a
	1.4	Elect Director Gaoning Ning --- For
			2.6a
	1.5	Elect Director Frank S. Royal, M.D. --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
04/29/09 - A	Stryker Corp. *SYK*			863667101			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John W. Brown --- For
			Item 2.6a
	1.2	Elect Director Howard E. Cox. Jr. --- For
			Item 2.6a
	1.3	Elect Director Donald M. Engelman --- For
			Item 2.6a
	1.4	Elect Director Louise L. Francesconi --- For
			Item 2.6a
	1.5	Elect Director Howard L. Lance --- For
			Item 2.6a
	1.6	Elect Director Stephen P. MacMillan --- For
			Item 2.6a
	1.7	Elect Director William U. Parfet --- For
			Item 2.6a
	1.8	Elect Director Ronda E. Stryker --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/22/09 - A	Teva Pharmaceutical Industries Ltd.			881624209			05/13/09
		Meeting for ADR Holders
	1	Approve Final Dividend			For	For		Mgmt
			Item 3.18
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Phillip Frost as Director --- For
			Item 2.6a
	2.2	Elect Roger Abravanel as Director --- For
			Item 2.6a
	2.3	Elect Elon Kohlberg as Director --- For
			Item 2.6a
	2.4	Elect Yitzhak Peterburg as Director --- For
			Item 2.6a
	2.5	Elect Erez Vigodman as Director --- For
			Item 2.6a
	3	Approve Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			Item 3.1a
05/14/09 - A	The Charles Schwab Corp. *SCHW*			808513105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Nancy H. Bechtle --- For
			2.6a
	1.2	Elect Director Walter W. Bettinger II --- For
			2.6a
	1.3	Elect Director C. Preston Butcher --- For
			2.6a
	2	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	3	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			4.1 per Erik Becker
	4	Amend Corporate Executive Bonus Plan			Against	Against		ShrHoldr
			4.1 per Erik Becker
04/22/09 - A	The Coca-Cola Company *KO*			191216100			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Herbert A. Allen --- For
			2.6a
	1.2	Elect Director Ronald W. Allen --- For
			2.6a
	1.3	Elect Director Cathleen P. Black --- For
			2.6a
	1.4	Elect Director Barry Diller --- For
			2.6a
	1.5	Elect Director Alexis M. Herman --- For
			2.6a
	1.6	Elect Director Muhtar Kent --- For
			2.6a
	1.7	Elect Director Donald R. Keough --- For
			2.6a
	1.8	Elect Director Maria Elena Lagomsino --- For
			2.6a
	1.9	Elect Director Donald F. McHenry --- For
			2.6a
	1.10	Elect Director Sam Nunn --- For
			2.6a
	1.11	Elect Director James D. Robinson III --- For
			2.6a
	1.12	Elect Director Peter V. Ueberroth --- For
			2.6a
	1.13	Elect Director Jacob Wallenberg --- For
			2.6a
	1.14	Elect Director James B. Williams --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b "Say On Pay"
	4	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	5	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			3.23c
	6	Performance-Based Awards			Against	Against		ShrHoldr
			4.1
06/25/09 - A	The Kroger Co. *KR*			501044101			04/27/09
	1	Elect Director Reuben V. Anderson			For	For		Mgmt
			2.6a
	2	Elect Director Robert D. Beyer			For	For		Mgmt
			2.6a
	3	Elect Director David B. Dillon			For	For		Mgmt
			2.6a
	4	Elect Director Susan J. Kropf			For	For		Mgmt
			2.6a
	5	Elect Director John T. Lamacchia			For	For		Mgmt
			2.6a
	6	Elect Director David B. Lewis			For	For		Mgmt
			2.6a
	7	Elect Director Don W. Mcgeorge			For	For		Mgmt
			2.6a
	8	Elect Director W. Rodney Mcmullen			For	For		Mgmt
			2.6a
	9	Elect Director Jorge P. Montoya			For	For		Mgmt
			2.6a
	10	Elect Director Clyde R. Moore			For	For		Mgmt
			2.6a
	11	Elect Director Susan M. Phillips			For	For		Mgmt
			2.6a
	12	Elect Director Steven R. Rogel			For	For		Mgmt
			2.6a
	13	Elect Director James A. Runde			For	For		Mgmt
			2.6a
	14	Elect Director Ronald L. Sargent			For	For		Mgmt
			2.6a
	15	Elect Director Bobby S. Shackouls			For	For		Mgmt
			2.6a
	16	Ratify Auditors			For	For		Mgmt
			3.1a
	17	Increase Purchasing of Cage Free Eggs			Against	Against		ShrHoldr
			6.4
	18	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
04/15/09 - A	The Sherwin-Williams Co. *SHW*			824348106			02/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Arthur F. Anton --- For
			2.6a
	1.2	Elect Director James C. Boland --- For
			2.6a
	1.3	Elect Director Christopher M. Connor --- For
			2.6a
	1.4	Elect Director David F. Hodnik --- For
			2.6a
	1.5	Elect Director Susan J. Kropf --- For
			2.6a
	1.6	Elect Director Gary E. McCullough --- For
			2.6a
	1.7	Elect Director A. Malachi Mixon, III --- For
			2.6a
	1.8	Elect Director Curtis E. Moll --- For
			2.6a
	1.9	Elect Director Richard K. Smucker --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
05/14/09 - A	Union Pacific Corp. *UNP*			907818108			03/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Andrew H. Card, Jr. --- For
			Item 2.6a
	1.2	Elect Director Erroll B. Davis, Jr. --- For
			Item 2.6a
	1.3	Elect Director Thomas J. Donohue --- For
			Item 2.6a
	1.4	Elect Director Archie W. Dunham --- For
��			Item 2.6a
	1.5	Elect Director Judith Richards Hope --- For
			Item 2.6a
	1.6	Elect Director Charles C. Krulak --- For
			Item 2.6a
	1.7	Elect Director Michael R. McCarthy --- For
			Item 2.6a
	1.8	Elect Director Michael W. McConnell --- For
			Item 2.6a
	1.9	Elect Director Thomas F. McLarty III --- For
			Item 2.6a
	1.10	Elect Director Steven R. Rogel --- For
			Item 2.6a
	1.11	Elect Director Jose H. Villarreal --- For
			Item 2.6a
	1.12	Elect Director James R. Young --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	3	Report on Political Contributions			Against	Against		ShrHoldr
			Item 7.2b
10/14/08 - S	Visa Inc. *V*			92826C839			08/27/08
	1	Amend Certificate of Incorporation to Declassify the Board of Directors and Eliminate Certain Provisions			For	For		Mgmt
			1.3a
12/16/08 - S	Visa Inc. *V*			92826C839			11/12/08
	1	Amend Certificate of Incorporation			For	For		Mgmt
			3.23c
04/21/09 - A	Visa Inc. *V*			92826C839			02/26/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Hani Al-Qadi --- For
			Item 2.6a
	1.2	Elect Director Charles T. Doyle --- For
			Item 2.6a
	1.3	Elect Director Peter Hawkins --- For
			Item 2.6a
	1.4	Elect Director David I. McKay --- For
			Item 2.6a
	1.5	Elect Director Charles W. Scharf --- For
			Item 2.6a
	1.6	Elect Director Segismundo Schulin-Zeuthen --- For
			Item 2.6a
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Thomas J. Campbell --- For
			Item 2.6a
	2.2	Elect Director Gary P. Coughlan --- For
			Item 2.6a
	2.3	Elect Director Mary B. Cranston --- For
			Item 2.6a
	2.4	Elect Director Francisco Javier Fernandez-Carbajal --- For
			Item 2.6a
	2.5	Elect Director Suzanne Nora Johnson --- For
			Item 2.6a
	2.6	Elect Director Joseph. W. Saunders --- For
			Item 2.6a
	3	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/05/09 - A	Wal-Mart Stores, Inc. *WMT*			931142103			04/09/09
	1	Elect Director Aida M. Alvarez			For	For		Mgmt
			2.6a
	2	Elect Director James W. Breyer			For	For		Mgmt
			2.6a
	3	Elect Director M. Michele Burns			For	For		Mgmt
			2.6a
	4	Elect Director James I. Cash, Jr.			For	For		Mgmt
			2.6a
	5	Elect Director Roger C. Corbett			For	For		Mgmt
			2.6a
	6	Elect Director Douglas N. Daft			For	For		Mgmt
			2.6a
	7	Elect Director Michael T. Duke			For	For		Mgmt
			2.6a
	8	Elect Director Gregory B. Penner			For	For		Mgmt
			2.6a
	9	Elect Director Allen I. Questrom			For	For		Mgmt
			2.6a
	10	Elect Director H. Lee Scott, Jr.			For	For		Mgmt
			2.6a
	11	Elect Director Arne M. Sorenson			For	For		Mgmt
			2.6a
	12	Elect Director Jim C. Walton			For	For		Mgmt
			2.6a
	13	Elect Director S. Robson Walton			For	For		Mgmt
			2.6a
	14	Elect Director Christopher J. Williams			For	For		Mgmt
			2.6a
	15	Elect Director Linda S. Wolf			For	For		Mgmt
			2.6a
	16	Ratify Auditors			For	For		Mgmt
			3.1a
	17	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			6.1a
	18	Pay For Superior Performance			Against	Against		ShrHoldr
			5.1c
	19	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	20	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	21	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	22	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
02/17/09 - C	Weatherford International Ltd *WFT*			G95089101			12/15/08
		Court-Ordered Meeting for Shareholders
	1	Approve Reincorporation through Scheme of Arrangement with Subsiadiary			For	For		Mgmt
			3.5 Per Erik Becker
	2	Adjourn Meeting			For	For		Mgmt
			7.7b Per Erik Becker
	3	Transact Other Business (Non-Voting)			None	None		Mgmt
09/25/08 - S	Wm. Wrigley Jr. Co.			982526105			07/28/08
	1	Approve Merger Agreement			For	For		Mgmt
			3.5 Per Erik Becker
	2	Adjourn Meeting			For	For		Mgmt
			7.7b
05/19/09 - A	XTO Energy Inc *XTO*			98385X106			03/31/09
	1	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Phillip R. Kevil --- For
			2.6a
	2.2	Elect Director Herbert D. Simons --- For
			2.6a
	2.3	Elect Director Vaughn O. Vennerberg II --- For
			2.6a
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	6	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris

IVY FUNDS VIP DIVIDEND OPPORTUNITIES
(until July 31, 2008, W&R Target Dividend Income Portfolio)

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
83 W&R Target Dividend Income
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
04/24/09 - A	Abbott Laboratories *ABT*			002824100			02/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director R.J. Alpern --- For
			2.6a
	1.2	Elect Director R.S. Austin --- For
			2.6a
	1.3	Elect Director W.M. Daley --- For
			2.6a
	1.4	Elect Director W.J. Farrell --- For
			2.6a
	1.5	Elect Director H.L. Fuller --- For
			2.6a
	1.6	Elect Director W.A. Osborn --- For
			2.6a
	1.7	Elect Director D.A.L. Owen --- For
			2.6a
	1.8	Elect Director W.A. Reynolds --- For
			2.6a
	1.9	Elect Director R.S. Roberts --- For
			2.6a
	1.10	Elect Director S.C. Scott, III --- For
			2.6a
	1.11	Elect Director W.D. Smithburg --- For
			2.6a
	1.12	Elect Director G.F. Tilton --- For
			2.6a
	1.13	Elect Director M.D. White --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 Total # of shares available for grant is > 10% (14.98%) of outstanding shares
	3	Approve Nonqualified Employee Stock Purchase Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Report on Animal Testing			Against	Against		ShrHoldr
			5.4
	6	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	7	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
07/14/08 - A	ACE Ltd. *ACE*			G0070K103			05/27/08
		This is a duplicate meeting for ballots received via the Broadridge North American Ballot distribution system.
	1	ELECTION OF DIRECTOR: MICHAEL G. ATIEH TO TERM EXPIRING IN 2009.			For	For		Mgmt
			2.6a
	2	ELECTION OF DIRECTOR: MARY A. CIRILLO TO TERM EXPIRING IN 2009.			For	For		Mgmt
			2.6a
	3	ELECTION OF DIRECTOR: BRUCE L. CROCKETT TO TERM EXPIRING IN 2009.			For	For		Mgmt
			2.6a
	4	ELECTION OF DIRECTOR: THOMAS J. NEFF TO TERM EXPIRING IN 2009.			For	For		Mgmt
			2.6a
	5	ELECTION OF DIRECTOR: GARY M. STUART TO TERM EXPIRING IN 2009.			For	For		Mgmt
			2.6a
	6	ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ TO TERM EXPIRING IN 2010.			For	For		Mgmt
			2.6a
	7	ELECTION OF DIRECTOR: PETER MENIKOFF TO TERM EXPIRING IN 2010.			For	For		Mgmt
			2.6a
	8	ELECTION OF DIRECTOR: ROBERT RIPP TO TERM EXPIRING IN 2010.			For	For		Mgmt
			2.6a
	9	ELECTION OF DIRECTOR: DERMOT F. SMURFIT TO TERM EXPIRING IN 2010.			For	For		Mgmt
			2.6a
	10	ELECTION OF DIRECTOR: EVAN G. GREENBERG TO TERM EXPIRING IN			For	For		Mgmt
			2.6a
	11	ELECTION OF DIRECTOR: JOHN A. KROL TO TERM EXPIRING IN 2011.			For	For		Mgmt
			2.6a
	12	ELECTION OF DIRECTOR: LEO F. MULLIN TO TERM EXPIRING IN 2011.			For	For		Mgmt
			2.6a
	13	ELECTION OF DIRECTOR: OLIVIER STEIMER TO TERM EXPIRING IN 2011.			For	For		Mgmt
			2.6a
	14	APPROVAL OF THE AMENDMENT (THE DE-REGISTRATION AMENDMENT ) TO THE COMPANY S MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION TO PERMIT THE DEREGISTRATION OF THE COMPANY FROM THE CAYMAN ISLANDS			For	For		Mgmt
			3.23c
	15	APPROVAL OF THE AMENDMENT (THE FINANCIAL STATEMENT AMENDMENT ) TO THE COMPANY S ARTICLES OF ASSOCIATION TO REQUIRE THE COMPANY TO PREPARE AND PROVIDE TO SHAREHOLDERS NOT LESS THAN ANNUALLY AN UNCONSOLIDATED BALANCE SHEET OF THE COMPANY			For	For		Mgmt
			3.23c
	16	APPROVAL OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION WHICH WILL HAVE THE EFFECT OF INCREASING THE PAR VALUE OF THE ORDINARY SHARES FROM $0.041666667 TO AN AMOUNT IN SWISS FRANCS EQUAL TO $11,000,000,000 DIVIDED BY THE NUMBER OF OUR ORDINARY SHARES			For	For		Mgmt
			3.23c
	17	APPROVAL OF THE COMPANY S DE-REGISTRATION FROM THE CAYMAN ISLANDS AND CONTINUATION IN SWITZERLAND (THE CONTINUATION )			For	For		Mgmt
			3.16a
	18	APPROVAL OF THE NAME OF THE COMPANY			For	For		Mgmt
			3.17
	19	APPROVAL OF THE CHANGE OF THE PURPOSE OF THE COMPANY			For	For		Mgmt
			3.19
	20	APPROVAL OF THE REARRANGEMENT OF THE COMPANY S EXISTING SHARE CAPITAL			For	For		Mgmt
			3.23c
	21	APPROVAL OF THE COMPANY S ARTICLES OF ASSOCIATION			For	For		Mgmt
			3.23c
	22	CONFIRMATION OF SWISS LAW AS THE AUTHORITATIVE LEGISLATION GOVERNING THE COMPANY			For	For		Mgmt
			3.23c
	23	CONFIRMATION OF THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY AS ZURICH, SWITZERLAND			For	For		Mgmt
			3.23c
	24	RATIFY AUDITORS			For	For		Mgmt
			3.1a
	25	APPROVAL OF THE COMPANY S 2004 LONG-TERM INCENTIVE PLAN AS AMENDED THROUGH THE FOURTH AMENDMENT			For	For		Mgmt
			4.1
	26	RATIFY AUDITORS			For	For		Mgmt
			3.1a
	27	APPROVAL OF PAYMENT OF A DIVIDEND THROUGH A REDUCTION OF THE PAR VALUE OF OUR SHARES IN AN AMOUNT EQUAL TO THE SWISS FRANC EQUIVALENT OF $0.87, CONVERTED INTO SWISS FRANCS			For	For		Mgmt
			3.18
01/22/09 - A	Air Products & Chemicals, Inc. *APD*			009158106			11/30/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Mario L. Baeza --- For
			Item 2.6a
	1.2	Elect Director Edward E. Hagenlocker --- For
			Item 2.6a
	1.3	Elect Director John E. McGlade --- For
			Item 2.6a
	1.4	Elect Director Charles H. Noski --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/19/09 - A	Altria Group, Inc. *MO*			02209S103			03/30/09
	1	Elect Director Elizabeth E. Bailey			For	For		Mgmt
			2.6a
	2	Elect Director Gerald L. Baliles			For	For		Mgmt
			2.6a
	3	Elect Director Dinyar S. Devitre			For	For		Mgmt
			2.6a
	4	Elect Director Thomas F. Farrell			For	For		Mgmt
			2.6a
	5	Elect Director Robert E. R. Huntley			For	For		Mgmt
			2.6a
	6	Elect Director Thomas W. Jones			For	For		Mgmt
			2.6a
	7	Elect Director George Mu  oz			For	For		Mgmt
			2.6a
	8	Elect Director Nabil Y. Sakkab			For	For		Mgmt
			2.6a
	9	Elect Director Michael E. Szymanczyk			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Reduce Tobacco Harm to Health			Against	Against		ShrHoldr
			6.2
	12	Report on Marketing Practices on the Poor			Against	Against		ShrHoldr
			5.4
	13	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			5.4
	14	Adopt Human Rights Protocols for Company and Suppliers			Against	Against		ShrHoldr
			6.1
	15	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	16	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
05/07/09 - A	Apache Corp. *APA*			037411105			03/18/09
	1	Elect Director Frederick M. Bohen			For	For		Mgmt
			Item 2.6a
	2	Elect Director George D. Lawrence			For	For		Mgmt
			Item 2.6a
	3	Elect Director Rodman D. Patton			For	For		Mgmt
			Item 2.6a
	4	Elect Director Charles J. Pitman			For	For		Mgmt
			Item 2.6a
12/05/08 - S	Bank of America Corp. *BAC*			060505104			10/10/08
	1	Issue Shares in Connection with Acquisition			For	Against		Mgmt
	2	Amend Omnibus Stock Plan			For	Against		Mgmt
	3	Increase Authorized Common Stock			For	Against		Mgmt
	4	Adjourn Meeting			For	Against		Mgmt
05/05/09 - A	Baxter International Inc. *BAX*			071813109			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Walter E. Boomer --- For
			2.6a
	1.2	Elect Director James R. Gavin III --- For
			2.6a
	1.3	Elect Director Peter S. Hellman --- For
			2.6a
	1.4	Elect Director K. J. Storm --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Report on Animal Testing			Against	Against		ShrHoldr
			5.4
04/16/09 - A	BP plc			055622104			02/20/09
		Meeting for ADR Holders
	1	TO RECEIVE THE DIRECTORS ANNUAL REPORT AND ACCOUNTS			For	For		Mgmt
			3.24
	2	TO APPROVE THE DIRECTORS REMUNERATION REPORT			For	Against		Mgmt
			2.8a Per David Ginther
	3	DIRECTOR MR A BURGMANS			For	For		Mgmt
			2.6a
	4	DIRECTOR MRS C B CARROLL			For	For		Mgmt
			2.6a
	5	DIRECTOR SIR WILLIAM CASTELL			For	For		Mgmt
			2.6a
	6	DIRECTOR MR I C CONN			For	For		Mgmt
			2.6a
	7	DIRECTOR MR G DAVID			For	For		Mgmt
			2.6a
	8	DIRECTOR MR E B DAVIS, JR			For	For		Mgmt
			2.6a
	9	DIRECTOR MR R DUDLEY			For	For		Mgmt
			2.6a
	10	DIRECTOR MR D J FLINT			For	For		Mgmt
			2.6a
	11	DIRECTOR DR B E GROTE			For	For		Mgmt
			2.6a
	12	DIRECTOR DR A B HAYWARD			For	For		Mgmt
			2.6a
	13	DIRECTOR MR A G INGLIS			For	For		Mgmt
			2.6a
	14	DIRECTOR DR D S JULIUS			For	For		Mgmt
			2.6a
	15	DIRECTOR SIR TOM MCKILLOP			For	For		Mgmt
			2.6a
	16	DIRECTOR SIR IAN PROSSER			For	For		Mgmt
			2.6a
	17	DIRECTOR MR P D SUTHERLAND			For	For		Mgmt
			2.6a
	18	TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS AND AUTHORIZE THEBOARD TO FIX THEIR REMUNERATION			For	For		Mgmt
			3.1a
	19	SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR THE PURCHASEOF ITS OWN SHARES BY THE COMPANY			For	For		Mgmt
			3.21a
	20	TO GIVE LIMITED AUTHORITY TO ALLOT SHARES UP TO A SPECIFIEDAMOUNT			For	Against		Mgmt
			3.9a
	21	SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A LIMITED NUMBEROF SHARES FOR CASH FREE OF PRE-EMPTION RIGHTS			For	For		Mgmt
			3.9a
	22	SPECIAL RESOLUTION: TO AUTHORIZE THE CALLING OF GENERAL MEETINGS(EXCLUDING ANNUAL GENERAL MEETINGS) BY NOTICE OF AT LEAST 14CLEAR DAYS			For	For		Mgmt
			3.2b
04/23/09 - A	Burlington Northern Santa Fe Corp. *BNI*			12189T104			02/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Alan L. Boeckmann --- For
			2.6a
	1.2	Elect Director Donald G. Cook --- For
			2.6a
	1.3	Elect Director Vilma S. Martinez --- For
			2.6a
	1.4	Elect Director Marc F. Racicot --- For
			2.6a
	1.5	Elect Director Roy S. Roberts --- For
			2.6a
	1.6	Elect Director Matthew K. Rose --- For
			2.6a
	1.7	Elect Director Marc J. Shapiro --- For
			2.6a
	1.8	Elect Director J.C. Watts, Jr. --- For
			2.6a
	1.9	Elect Director Robert H. West --- For
			2.6a
	1.10	Elect Director J. Steven Whisler --- For
			2.6a
	1.11	Elect Director Edward E. Whitacre, Jr. --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	4	Amend Bylaws-- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	5	Report on Political Contributions			Against	For		ShrHoldr
			7.2b
08/18/08 - S	CME Group Inc. *CME*			12572Q105			07/18/08
	1	Approve Increase in Size of Board			For	For		Mgmt
			2.1b per Barry Ogden
	2	Issue Shares in Connection with Acquisition			For	For		Mgmt
			3.5 per Barry Ogden
	3	Adjourn Meeting			For	For		Mgmt
			7.7b per Barry Ogden
05/13/09 - A	CME Group Inc. *CME*			12572Q105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Dennis H. Chookaszian --- For
			2.6a
	1.2	Elect Director Robert F. Corvino --- For
			2.6a
	1.3	Elect Director Larry G. Gerdes --- For
			2.6a
	1.4	Elect Director Daniel R. Glickman --- For
			2.6a
	1.5	Elect Director James E. Oliff --- For
			2.6a
	1.6	Elect Director John L. Pietrzak --- For
			2.6a
	1.7	Elect Director Alex J. Pollock --- For
			2.6a
	1.8	Elect Director William R. Shepard --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	4	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	5	Ratify Auditors			For	For		Mgmt
			3.1a
05/08/09 - A	Colgate-Palmolive Co. *CL*			194162103			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John T. Cahill --- For
			2.6a
	1.2	Elect Director Jill K. Conway --- For
			2.6a
	1.3	Elect Director Ian Cook --- For
			2.6a
	1.4	Elect Director Ellen M. Hancock --- For
			2.6a
	1.5	Elect Director David W. Johnson --- For
			2.6a
	1.6	Elect Director Richard J. Kogan --- For
			2.6a
	1.7	Elect Director Delano E. Lewis --- For
			2.6a
	1.8	Elect Director J. Pedro Reinhard --- For
			2.6a
	1.9	Elect Director Stephen I. Sadove --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/05/09 - A	Consolidated Communications Holdings, Inc. *CNSL*			209034107			03/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director RICHARD A. LUMPKIN --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
02/25/09 - A	Deere & Co. *DE*			244199105			12/31/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Crandall C. Bowles --- For
			2.6a
	1.2	Elect Director Vance D. Coffman --- For
			2.6a
	1.3	Elect Director Clayton M. Jones --- For
			2.6a
	1.4	Elect Director Thomas H. Patrick --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Declassify the Board of Directors			For	For		ShrHoldr
			2.4b
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	5	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
10/15/08 - A	Diageo plc			25243Q205			09/08/08
		Meeting for ADR Holders
	1	REPORT AND ACCOUNTS 2008			For	For		Mgmt
			3.24
	2	DIRECTORS REMUNERATION REPORT 2008			For	For		Mgmt
			2.8a
	3	DECLARATION OF FINAL DIVIDEND			For	For		Mgmt
			3.18
	4	TO RE-ELECT DR FB HUMER (MEMBER OF NOMINATION COMMITTEE, CHAIRMAN OF COMMITTEE) AS A DIRECTOR			For	For		Mgmt
			2.6a
	5	TO RE-ELECT M LILJA (MEMBER OF AUDIT, NOMINATION, REMUNERATION COMMITTEE) AS A DIRECTOR			For	For		Mgmt
			2.6a
	6	TO RE-ELECT WS SHANAHAN (MEMBER OF AUDIT, NOMINATION, REMUNERATION COMMITTEE) AS A DIRECTOR			For	For		Mgmt
			2.6a
	7	TO RE-ELECT HT STITZER (MEMBER OF AUDIT, NOMINATION, REMUNERATION COMMITTEE) AS A DIRECTOR			For	For		Mgmt
			2.6a
	8	ELECTION OF PG SCOTT (MEMBER OF AUDIT, CHAIRMAN OF COMMITTEE, NOMINATION, REMUNERATION) AS A DIRECTOR			For	For		Mgmt
			2.6a
	9	RATIFY AUDITORS			For	For		Mgmt
			3.1a
	10	AUTHORITY TO ALLOT RELEVANT SECURITIES			For	Against		Mgmt
			3.9a
	11	DISAPPLICATION OF PRE-EMPTION RIGHTS			For	For		Mgmt
			3.9b
	12	AUTHORITY TO PURCHASE OWN ORDINARY SHARES			For	For		Mgmt
			3.21a
	13	AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR POLITICAL EXPENDITURE			For	For		Mgmt
			7.2a
	14	ADOPTION OF THE DIAGEO PLC 2008 PERFORMANCE SHARE PLAN			For	For		Mgmt
			4.1
	15	ADOPTION OF THE DIAGEO PLC 2008 SENIOR EXECUTIVE SHARE OPTION PLAN			For	For		Mgmt
			4.1
	16	AUTHORITY TO ESTABLISH INTERNATIONAL SHARE PLANS			For	For		Mgmt
			4.1
	17	AMENDMENTS TO THE ARTICLES OF ASSOCIATION			For	For		Mgmt
			3.23b
05/05/09 - A	Dominion Resources, Inc. *D*			25746U109			02/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Peter W. Brown --- For
			2.6a
	1.2	Elect Director George A. Davidson, Jr. --- For
			2.6a
	1.3	Elect Director Thomas F. Farrell, II --- For
			2.6a
	1.4	Elect Director John W. Harris --- For
			2.6a
	1.5	Elect Director Robert S. Jepson, Jr. --- For
			2.6a
	1.6	Elect Director Mark J. Kington --- For
			2.6a
	1.7	Elect Director Benjamin J. Lambert, III --- For
			2.6a
	1.8	Elect Director Margaret A. McKenna --- For
			2.6a
	1.9	Elect Director Frank S. Royal --- For
			2.6a
	1.10	Elect Director David A. Wollard --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Establish Fossil-Fuel-Free Energy Goal			Against	Against		ShrHoldr
			6.2
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	6	Submit SERP to Shareholder Vote			Against	Against		ShrHoldr
			5.1c
02/03/09 - A	Emerson Electric Co. *EMR*			291011104			11/25/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director A.A. Busch III --- For
			Item 2.6a
	1.2	Elect Director A.F. Golden --- For
			Item 2.6a
	1.3	Elect Director H. Green --- For
			Item 2.6a
	1.4	Elect Director W.R. Johnson --- For
			Item 2.6a
	1.5	Elect Director J.B. Menzer --- For
			Item 2.6a
	1.6	Elect Director V.R. Loucks, Jr. --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/06/09 - A	Enbridge Inc. *ENB*			29250N105			03/19/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director David A. Arledge --- For
			2.6a
	1.2	Elect Director James J. Blanchard --- For
			2.6a
	1.3	Elect Director J. Lorne Braithwaite --- For
			2.6a
	1.4	Elect Director Patrick D. Daniel --- For
			2.6a
	1.5	Elect Director J. Herb England --- For
			2.6a
	1.6	Elect Director David A. Leslie --- For
			2.6a
	1.7	Elect Director George K. Petty --- For
			2.6a
	1.8	Elect Director Charles E. Shultz --- For
			2.6a
	1.9	Elect Director Dan C. Tutcher --- For
			2.6a
	1.10	Elect Director Catherine L. Williams --- For
			2.6a
	2	Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	3	Report on Environmental Liabilities Relating to Gateway Project Pipeline			Against	Against		ShrHoldr
			5.4
	4	Report on Costs and Benefits of Policy on Free Prior and Informed Consent of Aboriginal Communities			Against	For		ShrHoldr
			5.4 per David Ginther
05/27/09 - A	Exxon Mobil Corp. *XOM*			30231G102			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director M.J. Boskin --- For
			2.6a
	1.2	Elect Director L.R. Faulkner --- For
			2.6a
	1.3	Elect Director K.C. Frazier --- For
			2.6a
	1.4	Elect Director .W. George --- For
			2.6a
	1.5	Elect Director R.C. King --- For
			2.6a
	1.6	Elect Director M.C. Nelson --- For
			2.6a
	1.7	Elect Director S.J. Palmisano --- For
			2.6a
	1.8	Elect Director S.S Reinemund --- For
			2.6a
	1.9	Elect Director R.W. Tillerson --- For
			2.6a
	1.10	Elect Director E.E. Whitacre, Jr. --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	4	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	5	Reincorporate in Another State [from New Jersey to North Dakota]			Against	Against		ShrHoldr
			3.16a
	6	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	7	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	8	Compare CEO Compensation to Average U.S. per Capita Income			Against	Against		ShrHoldr
			5.4
	9	Review Anti-discrimination Policy on Corporate Sponsorships and Executive Perks			Against	Against		ShrHoldr
			5.4
	10	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			6.1
	11	Adopt Quantitative GHG Goals for Products and Operations			Against	Against		ShrHoldr
			6.2 Per Erik Becker
	12	Report on Climate Change Impacts on Emerging Countries			Against	Against		ShrHoldr
			5.4
	13	Adopt Policy to Increase Renewable Energy			Against	Against		ShrHoldr
			6.2 Per Erik Becker
05/06/09 - A	Fluor Corp. *FLR*			343412102			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Peter K. Barker --- For
			Item 2.6a
	1.2	Elect Director Alan L. Boeckmann --- For
			Item 2.6a
	1.3	Elect Director Vilma S. Martinez --- For
			Item 2.6a
	1.4	Elect Director Dean R. O'Hare --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/20/09 - A	Halliburton Co. *HAL*			406216101			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Alan M. Bennett --- For
			2.6a
	1.2	Elect Director James R. Boyd --- For
			2.6a
	1.3	Elect Director Milton Carroll --- For
			2.6a
	1.4	Elect Director S. Malcolm Gillis --- For
			2.6a
	1.5	Elect Director James T. Hackett --- For
			2.6a
	1.6	Elect Director David J. Lesar --- For
			2.6a
	1.7	Elect Director Robert A. Malone --- For
			2.6a
	1.8	Elect Director J. Landis Martin --- For
			2.6a
	1.9	Elect Director Jay A. Precourt --- For
			2.6a
	1.10	Elect Director Debra L. Reed --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	4	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	5	Review and Assess Human Rights Policies			Against	Against		ShrHoldr
			5.4
	6	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	7	Adopt Low Carbon Energy Policy			Against	Against		ShrHoldr
			5.4
	8	Disclose Information on Compensation Consultant			Against	For		ShrHoldr
			5.4 Per David Ginther
	9	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	10	Establish Independent Director Committee to Review and Report on Financial Misconducts and Human Rights Abuses			Against	Against		ShrHoldr
			5.4
03/18/09 - A	Hewlett-Packard Company *HPQ*			428236103			01/20/09
	1	Elect Director Lawrence T. Babbio, Jr.			For	For		Mgmt
			Item 2.6a
	2	Elect Director Sari M. Baldauf			For	For		Mgmt
			Item 2.6a
	3	Elect Director Rajiv L. Gupta			For	For		Mgmt
			Item 2.6a
	4	Elect Director John H. Hammergren			For	For		Mgmt
			Item 2.6a
	5	Elect Director Mark V. Hurd			For	For		Mgmt
			Item 2.6a
	6	Elect Director Joel Z. Hyatt			For	For		Mgmt
			Item 2.6a
	7	Elect Director John R. Joyce			For	For		Mgmt
			Item 2.6a
	8	Elect Director Robert L. Ryan			For	For		Mgmt
			Item 2.6a
	9	Elect Director Lucille S. Salhany			For	For		Mgmt
			Item 2.6a
	10	Elect Director G. Kennedy Thompson			For	For		Mgmt
			Item 2.6a
	11	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/08/09 - A	Illinois Tool Works Inc. *ITW*			452308109			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William F. Aldinger --- For
			2.6a
	1.2	Elect Director Marvin D. Brailsford --- For
			2.6a
	1.3	Elect Director Susan Crown --- For
			2.6a
	1.4	Elect Director Don H. Davis, Jr. --- For
			2.6a
	1.5	Elect Director Robert C. McCormack --- For
			2.6a
	1.6	Elect Director Robert S. Morrison --- For
			2.6a
	1.7	Elect Director James A. Skinner --- For
			2.6a
	1.8	Elect Director Harold B. Smith --- For
			2.6a
	1.9	Elect Director David B. Speer --- For
			2.6a
	1.10	Elect Director Pamela B. Strobel --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Submit SERP to Shareholder Vote			Against	Against		ShrHoldr
			5.1c
06/11/09 - A	Iowa Telecommunications Services, Inc. *IWA*			462594201			04/28/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Kenneth R. Cole --- For
			Item 2.6a
	1.2	Elect Director Norman C. Frost --- For
			Item 2.6a
	1.3	Elect Director Kendrik E. Packer --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/19/09 - A	JPMorgan Chase & Co. *JPM*			46625H100			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Crandall C. Bowles --- For
			2.6a
	1.2	Elect Director Stephen B. Burke --- For
			2.6a
	1.3	Elect Director David M. Cote --- For
			2.6a
	1.4	Elect Director James S. Crown --- For
			2.6a
	1.5	Elect Director James Dimon --- For
			2.6a
	1.6	Elect Director Ellen V. Futter --- For
			2.6a
	1.7	Elect Director William H. Gray, III --- For
			2.6a
	1.8	Elect Director Laban P. Jackson, Jr. --- For
			2.6a
	1.9	Elect Director David C. Novak --- For
			2.6a
	1.10	Elect Director Lee R. Raymond --- For
			2.6a
	1.11	Elect Director William C. Weldon --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1
	4	Disclose Prior Government Service			Against	Against		ShrHoldr
			5.4
	5	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	6	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	7	Report on Predatory Lending Policies			Against	Against		ShrHoldr
			5.4
	8	Amend Key Executive Performance Plan			Against	Against		ShrHoldr
			5.1c
	9	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
	10	Prepare Carbon Principles Report			Against	Against		ShrHoldr
			6.2
04/23/09 - A	Lockheed Martin Corp. *LMT*			539830109			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director E. C. "Pete" Aldrige, Jr. --- For
			2.6a
	1.2	Elect Director Nolan D. Archibald --- For
			2.6a
	1.3	Elect Director David B. Burritt --- For
			2.6a
	1.4	Elect Director James O. Ellis, Jr. --- For
			2.6a
	1.5	Elect Director Gwendolyn S. King --- For
			2.6a
	1.6	Elect Director James M. Loy --- For
			2.6a
	1.7	Elect Director Douglas H. McCorkindale --- For
			2.6a
	1.8	Elect Director Joseph W. Ralston --- For
			2.6a
	1.9	Elect Director Frank Savage --- For
			2.6a
	1.10	Elect Director James Schneider --- For
			2.6a
	1.11	Elect Director Anne Stevens --- For
			2.6a
	1.12	Elect Director Robert J. Stevens --- For
			2.6a
	1.13	Elect Director James R. Ukropina --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Reduce Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	4	Report on Space-based Weapons Program			Against	Against		ShrHoldr
			6.3
	5	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris
	6	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/21/09 - A	Lorillard, Inc. *LO*			544147101			03/30/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert C. Almon --- For
			2.6a
	1.2	Elect Director Kit D. Dietz --- For
			2.6a
	1.3	Elect Director Nigel Travis --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/27/09 - A	McDonald's Corp. *MCD*			580135101			03/30/09
	1	Elect Director Robert A. Eckert			For	For		Mgmt
			2.6a
	2	Elect Director Enrique Hernandez, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Jeanne P. Jackson			For	For		Mgmt
			2.6a
	4	Elect Director Andrew J. McKenna			For	For		Mgmt
			2.6a
	5	Ratify Auditors			For	For		Mgmt
			3.1a
	6	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	7	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1a
	8	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	9	Phase out Sales of Eggs from Battery Cage Hens			Against	Against		ShrHoldr
			5.4
08/21/08 - A	Medtronic, Inc. *MDT*			585055106			06/23/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Victor J. Dzau --- For
			2.6a
	1.2	Elect Director William A. Hawkins --- For
			2.6a
	1.3	Elect Director Shirley A. Jackson --- For
			2.6a
	1.4	Elect Director Denise M. O'Leary --- For
			2.6a
	1.5	Elect Director Jean-Pierre Rosso --- For
			2.6a
	1.6	Elect Director Jack W. Schuler --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
08/15/08 - A	Microchip Technology Incorporated *MCHP*			595017104			06/19/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Steve Sanghi --- For
			Item 2.6a
	1.2	Elect Director Albert J. Hugo-Martinez --- For
			Item 2.6a
	1.3	Elect Director L.B. Day --- For
			Item 2.6a
	1.4	Elect Director Matthew W. Chapman --- For
			Item 2.6a
	1.5	Elect Director Wade F. Meyercord --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
11/19/08 - A	Microsoft Corp. *MSFT*			594918104			09/05/08
	1	Elect Director Steven A. Ballmer			For	For		Mgmt
			2.6a
	2	Elect Director James I. Cash, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Dina Dublon			For	For		Mgmt
			2.6a
	4	Elect Director William H. Gates, III			For	For		Mgmt
			2.6a
	5	Elect Director Raymond V. Gilmartin			For	For		Mgmt
			2.6a
	6	Elect Director Reed Hastings			For	For		Mgmt
			2.6a
	7	Elect Director David F. Marquardt			For	For		Mgmt
			2.6a
	8	Elect Director Charles H. Noski			For	For		Mgmt
			2.6a
	9	Elect Director Helmut Panke			For	For		Mgmt
			2.6a
	10	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	11	Amend Non-Employee Director Omnibus Stock Plan			For	Against		Mgmt
			2.8a total number of shares available to grant is greater than 10% of outstanding shares
	12	Ratify Auditors			For	For		Mgmt
			3.1a
	13	Adopt Policies to Protect Freedom of Access to the Internet			Against	Against		ShrHoldr
			6.1
	14	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			6.1
	15	Report on Charitable Contributions			Against	Against		ShrHoldr
			7.3
05/13/09 - A	Molson Coors Brewing Co *TAP*			60871R209			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John E. Cleghorn --- For
			Item 2.6a
	1.2	Elect Director Charles M. Herington --- For
			Item 2.6a
	1.3	Elect Director David P. O'Brien --- For
			Item 2.6a
01/14/09 - A	Monsanto Co. *MON*			61166W101			11/17/08
	1	Elect Director Janice L. Fields			For	For		Mgmt
			Item 2.6a
	2	Elect Director Hugh Grant			For	For		Mgmt
			Item 2.6a
	3	Elect Director C. Steven McMillan			For	For		Mgmt
			Item 2.6a
	4	Elect Director Robert J. Stevens			For	For		Mgmt
			Item 2.6a
	5	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/13/09 - A	National Oilwell Varco, Inc. *NOV*			637071101			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Merrill A. Miller, Jr. --- For
			2.6a
	1.2	Elect Director Greg L. Armstrong --- For
			2.6a
	1.3	Elect Director David D. Harrison --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
04/23/09 - A	Nokia Corp.			654902204			02/17/09
		Meeting for ADR Holders
	1	Open Meeting			None	None		Mgmt
	2	Calling the Meeting to Order			None	None		Mgmt
	3	Designate Inspector or Shareholder Representative(s) of Minutes of Meeting			None	None		Mgmt
	4	Acknowledge Proper Convening of Meeting			None	None		Mgmt
	5	Prepare and Approve List of Shareholders			None	None		Mgmt
	6	Receive Financial Statements and Statutory Reports; Receive CEO's Review			None	None		Mgmt
	7	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	8	Approve Allocation of Income and Dividends of EUR 0.40 Per Share			For	For		Mgmt
			3.18
	9	Approve Discharge of Board and President			For	For		Mgmt
			3.25
	10	Approve Remuneration of Directors in the Amount of EUR 440,000 for Chairman, EUR 150,000 for Vice Chairman, and EUR 130,000 for Other Directors; Approve Remuneration for Committee Work			For	For		Mgmt
			2.8a
	11	Fix Number of Directors at 11			For	For		Mgmt
			2.1b
	12	Elect Directors			For	For		Mgmt
	12.1	Reelect Georg Ehrnrooth as Director --- For
			2.6a
	12.2	Reelect Lalita D. Gupte as Director --- For
			2.6a
	12.3	Reelect Bengt Holmstrom as Director --- For
			2.6a
	12.4	Reelect Henning Kagermann as Director --- For
			2.6a
	12.5	Reelect Olli-Pekka Kallasvuo as Director --- For
			2.6a
	12.6	Reelect Per Karlsson as Director --- For
			2.6a
	12.7	Reelect Jorma Ollila as Director --- For
			2.6a
	12.8	Reelect Marjorie Scardino as Director --- For
			2.6a
	12.9	Reelect Risto Siilasmaa as Director --- For
			2.6a
	12.10	Reelect Keijo Suila as Directors as Director --- For
			2.6a
	12.11	Elect Isabel Marey-Semper as New Director --- For
			2.6a
	13	Approve Remuneration of Auditors			For	For		Mgmt
			3.1a
	14	Ratify PricewaterhouseCoopers Oy as Auditors			For	For		Mgmt
			3.1a
	15	Authorize Repurchase of up to 360 Million Nokia Shares			For	For		Mgmt
			3.21a
	16	Close Meeting			None	None		Mgmt
	17	MARK THE FOR BOX IF YOU WISH TO INSTRUCT THE DEPOSITARY TO GIVE A PROXY TO LEENA SIIRALA OR ESA NIINIMAKI, BOTH LEGALCOUNSELS OF NOKIA CORPORATION, TO VOTE, IN THEIR DISCRETION, ONYOUR BEHALF ONLY UPON ITEM 17.			None	Against		Mgmt
			7.7a
05/19/09 - A	Nordstrom, Inc. *JWN*			655664100			03/11/09
	1	Elect Director Phyllis J. Campbell			For	For		Mgmt
			2.6a
	2	Elect Director Enrique Hernandez, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Robert G. Miller			For	For		Mgmt
			2.6a
	4	Elect Director Blake W. Nordstrom			For	For		Mgmt
			2.6a
	5	Elect Director Erik B. Nordstrom			For	For		Mgmt
			2.6a
	6	Elect Director Peter E. Nordstrom			For	For		Mgmt
			2.6a
	7	Elect Director Philip G. Satre			For	For		Mgmt
			2.6a
	8	Elect Director Robert D. Walter			For	For		Mgmt
			2.6a
	9	Elect Director Alison A. Winter			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
05/14/09 - A	Nucor Corp. *NUE*			670346105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Clayton C. Daley, Jr. --- For
			2.6a
	1.2	Elect Director Harvey B. Gantt --- For
			2.6a
	1.3	Elect Director Bernard L. Kasriel --- For
			2.6a
	1.4	Elect Director Christopher J. Kearney --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
	4	Declassify the Board of Directors			Against	For		ShrHoldr
			2.4b
	5	Review and Assess Human Rights Policies			Against	Against		ShrHoldr
			5.4
	6	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
04/30/09 - A	Nustar GP Holdings LLC *NSH*			67059L102			03/06/09
	1	Elect Director James F. Clingman, Jr.			For	For		Mgmt
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
05/06/09 - A	PepsiCo, Inc. *PEP*			713448108			03/06/09
	1	Elect Director S.L. Brown			For	For		Mgmt
			2.6a
	2	Elect Director I.M. Cook			For	For		Mgmt
			2.6a
	3	Elect Director D. Dublon			For	For		Mgmt
			2.6a
	4	Elect Director V.J. Dzau			For	For		Mgmt
			2.6a
	5	Elect Director R.L. Hunt			For	For		Mgmt
			2.6a
	6	Elect Director A. Ibarguen			For	For		Mgmt
			2.6a
	7	Elect Director A.C. Martinez			For	For		Mgmt
			2.6a
	8	Elect Director I.K. Nooyi			For	For		Mgmt
			2.6a
	9	Elect Director S.P. Rockefeller			For	For		Mgmt
			2.6a
	10	Elect Director J.J. Schiro			For	For		Mgmt
			2.6a
	11	Elect Director L.G. Trotter			For	For		Mgmt
			2.6a
	12	Elect Director D.Vasella			For	For		Mgmt
			2.6a
	13	Elect Director M.D. White			For	For		Mgmt
			2.6a
	14	Ratify Auditors			For	For		Mgmt
			3.1a
	15	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	16	Report on Recycling			Against	Against		ShrHoldr
			5.4
	17	Report on Genetically Engineered Products			Against	Against		ShrHoldr
			5.4
	18	Report on Charitable Contributions			Against	Against		ShrHoldr
			7.3
	19	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/05/09 - A	Philip Morris International Inc. *PM*			718172109			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Harold Brown --- For
			2.6a
	1.2	Elect Director Mathis Cabiallavetta --- For
			2.6a
	1.3	Elect Director Louis C. Camilleri --- For
			2.6a
	1.4	Elect Director J. Dudley Fishburn --- For
			2.6a
	1.5	Elect Director Graham Mackay --- For
			2.6a
	1.6	Elect Director Sergio Marchionne --- For
			2.6a
	1.7	Elect Director Lucio A. Noto --- For
			2.6a
	1.8	Elect Director Carlos Slim Hel   --- For
			2.6a
	1.9	Elect Director Stephen M. Wolf --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
03/03/09 - A	QUALCOMM Inc *QCOM*			747525103			01/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Barbara T. Alexander --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Bennett --- For
			Item 2.6a
	1.3	Elect Director Donald G. Cruickshank --- For
			Item 2.6a
	1.4	Elect Director Raymond V. Dittamore --- For
			Item 2.6a
	1.5	Elect Director Thomas W. Horton --- For
			Item 2.6a
	1.6	Elect Director Irwin Mark Jacobs --- For
			Item 2.6a
	1.7	Elect Director Paul E. Jacobs --- For
			Item 2.6a
	1.8	Elect Director Robert E. Kahn --- For
			Item 2.6a
	1.9	Elect Director Sherry Lansing --- For
			Item 2.6a
	1.10	Elect Director Duane A. Nelles --- For
			Item 2.6a
	1.11	Elect Director Marc I. Stern --- For
			Item 2.6a
	1.12	Elect Director Brent Scowcroft --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Raytheon Co. *RTN*			755111507			04/03/09
	1	Elect Director Vernon E. Clark			For	For		Mgmt
			2.6a
	2	Elect Director John M. Deutch			For	For		Mgmt
			2.6a
	3	Elect Director Frederic M. Poses			For	For		Mgmt
			2.6a
	4	Elect Director Michael C. Ruettgers			For	For		Mgmt
			2.6a
	5	Elect Director Ronald L. Skates			For	For		Mgmt
			2.6a
	6	Elect Director William R. Spivey			For	For		Mgmt
			2.6a
	7	Elect Director Linda G. Stuntz			For	For		Mgmt
			2.6a
	8	Elect Director William H. Swanson			For	For		Mgmt
			2.6a
	9	Ratify Auditors			For	For		Mgmt
			3.1a
	10	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	11	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	12	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	13	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	14	Submit SERP to Shareholder Vote			Against	Against		ShrHoldr
			5.1c
04/15/09 - A	Rio Tinto plc			767204100			03/11/09
		Meeting for ADR Holders
	1	TO RECEIVE THE FINANCIAL STATEMENTS AND THE REPORTS OF THEDIRECTORS AND AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2008			For	For		Mgmt
			3.24
	2	APPROVAL OF THE REMUNERATION REPORT			For	For		Mgmt
			2.8a
	3	TO ELECT JAN DU PLESSIS AS A DIRECTOR			For	Against		Mgmt
			<75% Attendence
	4	TO RE-ELECT SIR DAVID CLEMENTI AS A DIRECTOR			For	Against		Mgmt
			<75% Attendence
	5	TO RE-ELECT SIR ROD EDDINGTON AS A DIRECTOR			For	For		Mgmt
			2.6a
	6	TO RE-ELECT ANDREW GOULD AS A DIRECTOR			For	For		Mgmt
			2.6a
	7	TO RE-ELECT DAVID MAYHEW AS A DIRECTOR			For	For		Mgmt
			2.6a
	8	RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS AND TOAUTHORISE THE AUDIT COMMITTEE TO DETERMINE THEIR REMUNERATION			For	For		Mgmt
			3.1a
	9	NON EXECUTIVE DIRECTORS FEES			For	For		Mgmt
			2.8a
	10	TO INCREASE THE AUTHORISED SHARE CAPITAL AND AUTHORITY TO ALLOTRELEVANT SECURITIES UNDER SECTION 80 OF THE COMPANIES ACT 1985			For	Against		Mgmt
			3.9a
	11	AUTHORITY TO ALLOT RELEVANT SECURITIES FOR CASH UNDER SECTION 89OF THE COMPANIES ACT 1985			For	For		Mgmt
			3.9b
	12	NOTICE PERIOD FOR GENERAL MEETINGS OTHER THAN ANNUAL GENERALMEETINGS			For	For		Mgmt
			99
	13	AUTHORITY TO PAY SCRIP DIVIDENDS			For	For		Mgmt
			3.18
	14	ADOPTION AND AMENDMENT OF NEW ARTICLES OF ASSOCIATION OF THECOMPANY			For	For		Mgmt
			3.23b
04/08/09 - A	Schlumberger Ltd. *SLB*			806857108			02/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect P. Camus as Director --- For
			2.6a
	1.2	Elect J.S. Gorelick as Director --- For
			2.6a
	1.3	Elect A. Gould as Director --- For
			2.6a
	1.4	Elect T. Issac as Director --- For
			2.6a
	1.5	Elect N. Kudryavtsev as Director --- For
			2.6a
	1.6	Elect A. Lajous as Director --- For
			2.6a
	1.7	Elect M.E. Marks as Director --- For
			2.6a
	1.8	Elect L.R. Reif as Director --- For
			2.6a
	1.9	Elect T.I. Sandvold as Director --- For
			2.6a
	1.10	Elect H. Seydoux as Director --- For
			2.6a
	1.11	Elect L.G. Stuntz as Director --- For
			2.6a
	2	Adopt and Approve Financials and Dividends			For	For		Mgmt
			3.24
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	4	Approval of Independent Registered Public Accounting Firm			For	For		Mgmt
			3.1a
05/12/09 - A	Smith International, Inc. *SII*			832110100			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert Kelley --- For
			Item 2.6a
	1.2	Elect Director Luiz Rodolfo Landim Machado --- For
			Item 2.6a
	1.3	Elect Director Doug Rock --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/06/09 - A	Starwood Hotels & Resorts Worldwide, Inc. *HOT*			85590A401			03/12/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Adam M. Aron --- For
			Item 2.6a
	1.2	Elect Director Charlene Barshefsky --- For
			Item 2.6a
	1.3	Elect Director Thomas E. Clarke --- For
			Item 2.6a
	1.4	Elect Director Clayton C. Daley, Jr. --- For
			Item 2.6a
	1.5	Elect Director Bruce W. Duncan --- For
			Item 2.6a
	1.6	Elect Director Lizanne Galbreath --- For
			Item 2.6a
	1.7	Elect Director Eric Hippeau --- For
			Item 2.6a
	1.8	Elect Director Stephen R. Quazzo --- For
			Item 2.6a
	1.9	Elect Director Thomas O. Ryder --- For
			Item 2.6a
	1.10	Elect Director Frits van Paasschen --- For
			Item 2.6a
	1.11	Elect Director Kneeland C. Youngblood --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/29/09 - A	Stryker Corp. *SYK*			863667101			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John W. Brown --- For
			Item 2.6a
	1.2	Elect Director Howard E. Cox. Jr. --- For
			Item 2.6a
	1.3	Elect Director Donald M. Engelman --- For
			Item 2.6a
	1.4	Elect Director Louise L. Francesconi --- For
			Item 2.6a
	1.5	Elect Director Howard L. Lance --- For
			Item 2.6a
	1.6	Elect Director Stephen P. MacMillan --- For
			Item 2.6a
	1.7	Elect Director William U. Parfet --- For
			Item 2.6a
	1.8	Elect Director Ronda E. Stryker --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/22/09 - A	The Coca-Cola Company *KO*			191216100			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Herbert A. Allen --- For
			2.6a
	1.2	Elect Director Ronald W. Allen --- For
			2.6a
	1.3	Elect Director Cathleen P. Black --- For
			2.6a
	1.4	Elect Director Barry Diller --- For
			2.6a
	1.5	Elect Director Alexis M. Herman --- For
			2.6a
	1.6	Elect Director Muhtar Kent --- For
			2.6a
	1.7	Elect Director Donald R. Keough --- For
			2.6a
	1.8	Elect Director Maria Elena Lagomsino --- For
			2.6a
	1.9	Elect Director Donald F. McHenry --- For
			2.6a
	1.10	Elect Director Sam Nunn --- For
			2.6a
	1.11	Elect Director James D. Robinson III --- For
			2.6a
	1.12	Elect Director Peter V. Ueberroth --- For
			2.6a
	1.13	Elect Director Jacob Wallenberg --- For
			2.6a
	1.14	Elect Director James B. Williams --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b "Say On Pay"
	4	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	5	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			3.23c
	6	Performance-Based Awards			Against	Against		ShrHoldr
			4.1
10/14/08 - A	The Procter & Gamble Company *PG*			742718109			08/15/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Kenneth I. Chenault --- For
			2.6a
	1.2	Elect Director Scott D. Cook --- For
			2.6a
	1.3	Elect Director Rajat K. Gupta --- For
			2.6a
	1.4	Elect Director A.G. Lafley --- For
			2.6a
	1.5	Elect Director Charles R. Lee --- For
			2.6a
	1.6	Elect Director Lynn M. Martin --- For
			2.6a
	1.7	Elect Director W. James McNerney, Jr. --- For
			2.6a
	1.8	Elect Director Johnathan A. Rodgers --- For
			2.6a
	1.9	Elect Director Ralph Snyderman --- For
			2.6a
	1.10	Elect Director Margaret C. Whitman --- For
			2.6a
	1.11	Elect Director Patricia A. Woertz --- For
			2.6a
	1.12	Elect Director Ernesto Zedillo --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Adopt Majority Voting for Uncontested Election of Directors			For	For		Mgmt
			7.6a
	4	Rotate Annual Meeting Location			Against	Against		ShrHoldr
			7.1
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/05/09 - A	The Travelers Companies, Inc. *TRV*			89417E109			03/06/09
	1	Elect Directors			For	For		Mgmt
	2	Ratify Auditors			For	For		Mgmt
	3	Amend Omnibus Stock Plan			For	For		Mgmt
	4	Report on Political Contributions			Against	Against		ShrHoldr
12/08/08 - S	Transocean Ltd. *RIG*			G90073100			10/27/08
		This is a duplicate meeting for ballots received via the Broadridge North American ballot distribution system
	1	APPROVAL OF THE MERGER TRANSACTION TO BE EFFECTED BY THE SCHEMES OF ARRANGEMENT, ATTACHED TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX B.			For	For		Mgmt
			3.5 per Barry Ogden
	2	APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE MERGER TRANSACTION.			For	For		Mgmt
			7.7b per Barry Ogden
04/21/09 - A	U.S. Bancorp *USB*			902973304			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Douglas M. Baker, Jr. --- For
			2.6a
	1.2	Elect Director Y. Marc Belton --- For
			2.6a
	1.3	Elect Director Richard K. Davis --- For
			2.6a
	1.4	Elect Director Joel W. Johnson --- For
			2.6a
	1.5	Elect Director David O'Maley --- For
			2.6a
	1.6	Elect Director O'dell M. Owens --- For
			2.6a
	1.7	Elect Director Craig D. Schnuck --- For
			2.6a
	1.8	Elect Director Patrick T. Stokes --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1
05/14/09 - A	Union Pacific Corp. *UNP*			907818108			03/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Andrew H. Card, Jr. --- For
			Item 2.6a
	1.2	Elect Director Erroll B. Davis, Jr. --- For
			Item 2.6a
	1.3	Elect Director Thomas J. Donohue --- For
			Item 2.6a
	1.4	Elect Director Archie W. Dunham --- For
			Item 2.6a
	1.5	Elect Director Judith Richards Hope --- For
			Item 2.6a
	1.6	Elect Director Charles C. Krulak --- For
			Item 2.6a
	1.7	Elect Director Michael R. McCarthy --- For
			Item 2.6a
	1.8	Elect Director Michael W. McConnell --- For
			Item 2.6a
	1.9	Elect Director Thomas F. McLarty III --- For
			Item 2.6a
	1.10	Elect Director Steven R. Rogel --- For
			Item 2.6a
	1.11	Elect Director Jose H. Villarreal --- For
			Item 2.6a
	1.12	Elect Director James R. Young --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	3	Report on Political Contributions			Against	Against		ShrHoldr
			Item 7.2b
10/14/08 - S	Visa Inc. *V*			92826C839			08/27/08
	1	Amend Certificate of Incorporation to Declassify the Board of Directors and Eliminate Certain Provisions			For	For		Mgmt
			1.3a
12/16/08 - S	Visa Inc. *V*			92826C839			11/12/08
	1	Amend Certificate of Incorporation			For	For		Mgmt
			3.23c
04/21/09 - A	Visa Inc. *V*			92826C839			02/26/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Hani Al-Qadi --- For
			Item 2.6a
	1.2	Elect Director Charles T. Doyle --- For
			Item 2.6a
	1.3	Elect Director Peter Hawkins --- For
			Item 2.6a
	1.4	Elect Director David I. McKay --- For
			Item 2.6a
	1.5	Elect Director Charles W. Scharf --- For
			Item 2.6a
	1.6	Elect Director Segismundo Schulin-Zeuthen --- For
			Item 2.6a
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Thomas J. Campbell --- For
			Item 2.6a
	2.2	Elect Director Gary P. Coughlan --- For
			Item 2.6a
	2.3	Elect Director Mary B. Cranston --- For
			Item 2.6a
	2.4	Elect Director Francisco Javier Fernandez-Carbajal --- For
			Item 2.6a
	2.5	Elect Director Suzanne Nora Johnson --- For
			Item 2.6a
	2.6	Elect Director Joseph. W. Saunders --- For
			Item 2.6a
	3	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/05/09 - A	Wal-Mart Stores, Inc. *WMT*			931142103			04/09/09
	1	Elect Director Aida M. Alvarez			For	For		Mgmt
			2.6a
	2	Elect Director James W. Breyer			For	For		Mgmt
			2.6a
	3	Elect Director M. Michele Burns			For	For		Mgmt
			2.6a
	4	Elect Director James I. Cash, Jr.			For	For		Mgmt
			2.6a
	5	Elect Director Roger C. Corbett			For	For		Mgmt
			2.6a
	6	Elect Director Douglas N. Daft			For	For		Mgmt
			2.6a
	7	Elect Director Michael T. Duke			For	For		Mgmt
			2.6a
	8	Elect Director Gregory B. Penner			For	For		Mgmt
			2.6a
	9	Elect Director Allen I. Questrom			For	For		Mgmt
			2.6a
	10	Elect Director H. Lee Scott, Jr.			For	For		Mgmt
			2.6a
	11	Elect Director Arne M. Sorenson			For	For		Mgmt
			2.6a
	12	Elect Director Jim C. Walton			For	For		Mgmt
			2.6a
	13	Elect Director S. Robson Walton			For	For		Mgmt
			2.6a
	14	Elect Director Christopher J. Williams			For	For		Mgmt
			2.6a
	15	Elect Director Linda S. Wolf			For	For		Mgmt
			2.6a
	16	Ratify Auditors			For	For		Mgmt
			3.1a
	17	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			6.1a
	18	Pay For Superior Performance			Against	Against		ShrHoldr
			5.1c
	19	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	20	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	21	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	22	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
02/17/09 - C	Weatherford International Ltd *WFT*			G95089101			12/15/08
		Court-Ordered Meeting for Shareholders
	1	Approve Reincorporation through Scheme of Arrangement with Subsiadiary			For	For		Mgmt
			3.5 Per Erik Becker
	2	Adjourn Meeting			For	For		Mgmt
			7.7b Per Erik Becker
	3	Transact Other Business (Non-Voting)			None	None		Mgmt
04/28/09 - A	Wells Fargo and Company *WFC*			949746101			02/27/09
	1	Elect Director John D. Baker II			For	For		Mgmt
			2.6a
	2	Elect Director John S. Chen			For	For		Mgmt
			2.6a
	3	Elect Director Lloyd H. Dean			For	For		Mgmt
			2.6a
	4	Elect Director Susan E. Engel			For	For		Mgmt
			2.6a
	5	Elect Director Enrique Hernandez, Jr.			For	For		Mgmt
			2.6a
	6	Elect Director Donald M. James			For	For		Mgmt
			2.6a
	7	Elect Director Robert L. Joss			For	For		Mgmt
			2.6a
	8	Elect Director Richard M. Kovacevich			For	For		Mgmt
			2.6a
	9	Elect Director Richard D. McCormick			For	For		Mgmt
			2.6a
	10	Elect Director Mackey J. McDonald			For	For		Mgmt
			2.6a
	11	Elect Director Cynthia H. Milligan			For	For		Mgmt
			2.6a
	12	Elect Director Nicholas G. Moore			For	For		Mgmt
			2.6a
	13	Elect Director Philip J. Quigley			For	For		Mgmt
			2.6a
	14	Elect Director Donald B. Rice			For	For		Mgmt
			2.6a
	15	Elect Director Judith M. Runstad			For	For		Mgmt
			2.6a
	16	Elect Director Stephen W. Sanger			For	For		Mgmt
			2.6a
	17	Elect Director Robert K. Steel			For	For		Mgmt
			2.6a
	18	Elect Director John G. Stumpf			For	For		Mgmt
			2.6a
	19	Elect Director Susan G. Swenson			For	For		Mgmt
			2.6a
	20	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1 TARP regs
	21	Ratify Auditors			For	For		Mgmt
			3.1a
	22	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	23	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	24	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
09/25/08 - S	Wm. Wrigley Jr. Co.			982526105			07/28/08
	1	Approve Merger Agreement			For	For		Mgmt
			3.5 Per Erik Becker
	2	Adjourn Meeting			For	For		Mgmt
			7.7b
05/19/09 - A	XTO Energy Inc *XTO*			98385X106			03/31/09
	1	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Phillip R. Kevil --- For
			2.6a
	2.2	Elect Director Herbert D. Simons --- For
			2.6a
	2.3	Elect Director Vaughn O. Vennerberg II --- For
			2.6a
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	6	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris

IVY FUNDS VIP ENERGY
(until July 31, 2008, W&R Target Energy Portfolio)

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
73 W&R Target Funds, Inc. - Energy Portfolio
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
05/19/09 - A	Anadarko Petroleum Corp. *APC*			032511107			03/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert J. Allison, Jr. --- For
			Item 2.6a
	1.2	Elect Director Peter J. Fluor --- For
			Item 2.6a
	1.3	Elect Director John W. Poduska, Sr. --- For
			Item 2.6a
	1.4	Elect Director Paula Rosput Reynolds --- For			��
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	3	Declassify the Board of Directors			For	For		Mgmt
			Item 2.4b
	4	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			Item 6.1
05/07/09 - A	Apache Corp. *APA*			037411105			03/18/09
	1	Elect Director Frederick M. Bohen			For	For		Mgmt
			Item 2.6a
	2	Elect Director George D. Lawrence			For	For		Mgmt
			Item 2.6a
	3	Elect Director Rodman D. Patton			For	For		Mgmt
			Item 2.6a
	4	Elect Director Charles J. Pitman			For	For		Mgmt
			Item 2.6a
03/10/09 - A	Applied Materials, Inc. *AMAT*			038222105			01/12/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Aart J. de Geus --- For
			Item 2.6a
	1.2	Elect Director Stephen R. Forrest --- For
			Item 2.6a
	1.3	Elect Director Philip V. Gerdine --- For
			Item 2.6a
	1.4	Elect Director Thomas J. Iannotti --- For
			Item 2.6a
	1.5	Elect Director Alexander A. Karsner --- For
			Item 2.6a
	1.6	Elect Director Charles Y.S. Liu --- For
			Item 2.6a
	1.7	Elect Director Gerhard H. Parker --- For
			Item 2.6a
	1.8	Elect Director Dennis D. Powell --- For
			Item 2.6a
	1.9	Elect Director Willem P. Roelandts --- For
			Item 2.6a
	1.10	Elect Director James E. Rogers --- For
			Item 2.6a
	1.11	Elect Director Michael R. Splinter --- For
			Item 2.6a
	2	Reduce Supermajority Vote Requirement			For	For		Mgmt
			Item 3.4b
	3	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/23/09 - A	Arch Coal, Inc. *ACI*			039380100			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Frank Burke --- For
			Item 2.6a
	1.2	Elect Director Patricia Godley --- For
			Item 2.6a
	1.3	Elect Director Thomas A. Lockhart --- For
			Item 2.6a
	1.4	Elect Director Welsey M. Taylor --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/23/09 - A	Baker Hughes Incorporated *BHI*			057224107			02/26/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Larry D. Brady --- For
			2.6a
	1.2	Elect Director Clarence P. Cazalot, Jr. --- For
			2.6a
	1.3	Elect Director Chad C. Deaton --- For
			2.6a
	1.4	Elect Director Edward P. Djerejian --- For
			2.6a
	1.5	Elect Director Anthony G. Fernandes --- For
			2.6a
	1.6	Elect Director Claire W. Gargalli --- For
			2.6a
	1.7	Elect Director Pierre H. Jungels --- For
			2.6a
	1.8	Elect Director James A. Lash --- For
			2.6a
	1.9	Elect Director J. Larry Nichols --- For
			2.6a
	1.10	Elect Director H. John Riley, Jr. --- For
			2.6a
	1.11	Elect Director Charles L. Watson --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
01/29/09 - A	BJ Services Company *BJS*			055482103			12/08/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John R. Huff --- For
			2.6a
	1.2	Elect Director Michael E. Patrick --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
04/16/09 - A	BP plc			055622104			02/20/09
		Meeting for ADR Holders
	1	TO RECEIVE THE DIRECTORS ANNUAL REPORT AND ACCOUNTS			For	For		Mgmt
			3.24
	2	TO APPROVE THE DIRECTORS REMUNERATION REPORT			For	Against		Mgmt
			2.8a Per David Ginther
	3	DIRECTOR MR A BURGMANS			For	For		Mgmt
			2.6a
	4	DIRECTOR MRS C B CARROLL			For	For		Mgmt
			2.6a
	5	DIRECTOR SIR WILLIAM CASTELL			For	For		Mgmt
			2.6a
	6	DIRECTOR MR I C CONN			For	For		Mgmt
			2.6a
	7	DIRECTOR MR G DAVID			For	For		Mgmt
			2.6a
	8	DIRECTOR MR E B DAVIS, JR			For	For		Mgmt
			2.6a
	9	DIRECTOR MR R DUDLEY			For	For		Mgmt
			2.6a
	10	DIRECTOR MR D J FLINT			For	For		Mgmt
			2.6a
	11	DIRECTOR DR B E GROTE			For	For		Mgmt
			2.6a
	12	DIRECTOR DR A B HAYWARD			For	For		Mgmt
			2.6a
	13	DIRECTOR MR A G INGLIS			For	For		Mgmt
			2.6a
	14	DIRECTOR DR D S JULIUS			For	For		Mgmt
			2.6a
	15	DIRECTOR SIR TOM MCKILLOP			For	For		Mgmt
			2.6a
	16	DIRECTOR SIR IAN PROSSER			For	For		Mgmt
			2.6a
	17	DIRECTOR MR P D SUTHERLAND			For	For		Mgmt
			2.6a
	18	TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS AND AUTHORIZE THEBOARD TO FIX THEIR REMUNERATION			For	For		Mgmt
			3.1a
	19	SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR THE PURCHASEOF ITS OWN SHARES BY THE COMPANY			For	For		Mgmt
			3.21a
	20	TO GIVE LIMITED AUTHORITY TO ALLOT SHARES UP TO A SPECIFIEDAMOUNT			For	Against		Mgmt
			3.9a
	21	SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A LIMITED NUMBEROF SHARES FOR CASH FREE OF PRE-EMPTION RIGHTS			For	For		Mgmt
			3.9a
	22	SPECIAL RESOLUTION: TO AUTHORIZE THE CALLING OF GENERAL MEETINGS(EXCLUDING ANNUAL GENERAL MEETINGS) BY NOTICE OF AT LEAST 14CLEAR DAYS			For	For		Mgmt
			3.2b
04/23/09 - A	Bucyrus International, Inc. *BUCY*			118759109			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Paul W. Jones --- For
			Item 2.6a
	1.2	Elect Director Robert L. Purdum --- For
			Item 2.6a
	1.3	Elect Director Timothy W. Sullivan --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/28/09 - A	Cabot Oil & Gas Corp. *COG*			127097103			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Rhys J. Best --- For
			2.6a
	1.2	Elect Director Robert Kelley --- For
			2.6a
	1.3	Elect Director P. Dexter Peacock --- For
			2.6a
	2	Increase Authorized Common Stock			For	For		Mgmt
			3.6
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
05/27/09 - A	Cameco Corp. *CCO*			13321L108			04/03/09
	1	The Undersigned Hereby Certifies that the Shares Represented by this Proxy are Owned and Controlled by a Canadian (Residents mark the FOR Box; One or more Non-Residents mark the ABSTAIN box)			None	Abstain		Mgmt
			99
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director John H. Clappison --- For
			2.6a
	2.2	Elect Director Joe F. Colvin --- For
			2.6a
	2.3	Elect Director James R. Curtiss --- For
			2.6a
	2.4	Elect Director George S. Dembroski --- For
			2.6a
	2.5	Elect Director Donald H.F. Deranger --- For
			2.6a
	2.6	Elect Director James K. Gowans --- For
			2.6a
	2.7	Elect Director Gerald W. Grandey --- For
			2.6a
	2.8	Elect Director Nancy E. Hopkins --- For
			2.6a
	2.9	Elect Director Oyvind Hushovd --- For
			2.6a
	2.10	Elect Director J.W. George Ivany --- For
			2.6a
	2.11	Elect Director A. Anne McLellan --- For
			2.6a
	2.12	Elect Director A. Neil McMillan --- For
			2.6a
	2.13	Elect Director Robert W. Peterson --- For
			2.6a
	2.14	Elect Director Victor J. Zaleschuk --- For
			2.6a
	3	Ratify KPMG LLP as Auditors			For	For		Mgmt
			3.1a
05/13/09 - A	Cameron International Corp *CAM*			13342B105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director C. Baker Cunningham --- For
			2.6a
	1.2	Elect Director Sheldon R. Erikson --- For
			2.6a
	1.3	Elect Director Douglas L. Foshee --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/27/09 - A	CNOOC LTD			126132109			04/27/09
		Meeting for ADR Holders
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Final Dividend			For	For		Mgmt
			3.18
	3	Reelect Wu Guangqi as Executive Director			For	For		Mgmt
			2.6a
	4	Reelect Cao Xinghe as Non-Executive Director			For	For		Mgmt
			2.6a
	5	Reelect Wu Zhenfang as Non-Executive Director			For	For		Mgmt
			2.6a
	6	Reelect Edgar W. K. Cheng as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	7	Authorise Board Of Directors To Fix Remuneration Of Directors.			For	For		Mgmt
			2.8a
	8	Re-appoint The Company S Independent Auditors And Toauthorise The Board Of Directors To Fix Their Remuneration.			For	For		Mgmt
			3.1a
	9	Grant General Mandate To Directors To Repurchase Shares In Thecapital Of Company Not Exceeding 10% Of Share Capital.			For	For		Mgmt
			3.21a
	10	Grant General Mandate To Directors To Allot, Issue And Deal Withadditional Shares In Capital Of Company Not Exceeding 20%.			For	For		Mgmt
			3.9b
	11	Extend General Mandate Granted To Directors To Allot, Issue Anddeal With Shares In Capital Of Company.			For	For		Mgmt
			3.9b
	12	Approve Resolution C.1 In Relation To The Proposed Amendmentto Article 85 Of The Articles Of Association Of The Company.			For	For		Mgmt
			3.23c
05/13/09 - A	ConocoPhillips *COP*			20825C104			03/16/09
	1	Elect Directors			For	For		Mgmt
	2	Ratify Auditors			For	For		Mgmt
	3	Approve Omnibus Stock Plan			For	For		Mgmt
	4	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
	6	Report on Political Contributions			Against	Against		ShrHoldr
	7	Adopt Quantitative GHG Goals for Products and Operations			Against	Against		ShrHoldr
	8	Report on Environmental Impact of Oil Sands Operations in Canada			Against	Against		ShrHoldr
	9	Require Director Nominee Qualifications			Against	Against		ShrHoldr
04/28/09 - A	Consol Energy, Inc. *CNX*			20854P109			03/05/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John Whitmire --- For
			2.6a
	1.2	Elect Director J. Brett Harvey --- For
			2.6a
	1.3	Elect Director James E. Altmeyer, Sr. --- For
			2.6a
	1.4	Elect Director Philip W. Baxter --- For
			2.6a
	1.5	Elect Director William E. Davis --- For
			2.6a
	1.6	Elect Director Raj K. Gupta --- For
			2.6a
	1.7	Elect Director Patricia A. Hammick --- For
			2.6a
	1.8	Elect Director David C. Hardesty, Jr. --- For
			2.6a
	1.9	Elect Director John T. Mills --- For
			2.6a
	1.10	Elect Director William P. Powell --- For
			2.6a
	1.11	Elect Director Joseph T. Williams --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
	5	Provide Early Disclosure of Shareholder Proposal Voting Results			Against	Against		ShrHoldr
			5.4
05/28/09 - A	Continental Resources Inc/OK *CLR*			212015101			04/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert J. Grant --- For
			Item 2.6a
	1.2	Elect Director Ellis L. McCain --- For
			Item 2.6a
	1.3	Elect Director Mark E. Monroe --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/03/09 - A	Devon Energy Corp. *DVN*			25179M103			04/06/09
	1	Elect Directors			For	For		Mgmt
	2	Elect Director Robert A. Mosbacher, Jr.			For	For		Mgmt
	3	Ratify Auditors			For	For		Mgmt
	4	Approve Omnibus Stock Plan			For	For		Mgmt
	5	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
05/06/09 - A	EL Paso Corp *EP*			28336L109			03/11/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Juan Carlos Braniff --- For
			2.6a
	1.2	Elect Director James L. Dunlap --- For
			2.6a
	1.3	Elect Director Douglas L. Foshee --- For
			2.6a
	1.4	Elect Director Robert W. Goldman --- For
			2.6a
	1.5	Elect Director Anthony W. Hall, Jr. --- For
			2.6a
	1.6	Elect Director Thomas R. Hix --- For
			2.6a
	1.7	Elect Director Ferrell P. McClean --- For
			2.6a
	1.8	Elect Director Steven J. Shapiro --- For
			2.6a
	1.9	Elect Director J. Michael Talbert --- For
			2.6a
	1.10	Elect Director Robert F. Vagt --- For
			2.6a
	1.11	Elect Director John L. Whitmire --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Ratify Auditors			For	For		Mgmt
			3.1a
05/06/09 - A	Enbridge Inc. *ENB*			29250N105			03/19/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director David A. Arledge --- For
			2.6a
	1.2	Elect Director James J. Blanchard --- For
			2.6a
	1.3	Elect Director J. Lorne Braithwaite --- For
			2.6a
	1.4	Elect Director Patrick D. Daniel --- For
			2.6a
	1.5	Elect Director J. Herb England --- For
			2.6a
	1.6	Elect Director David A. Leslie --- For
			2.6a
	1.7	Elect Director George K. Petty --- For
			2.6a
	1.8	Elect Director Charles E. Shultz --- For
			2.6a
	1.9	Elect Director Dan C. Tutcher --- For
			2.6a
	1.10	Elect Director Catherine L. Williams --- For
			2.6a
	2	Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	3	Report on Environmental Liabilities Relating to Gateway Project Pipeline			Against	Against		ShrHoldr
			5.4
	4	Report on Costs and Benefits of Policy on Free Prior and Informed Consent of Aboriginal Communities			Against	For		ShrHoldr
			5.4 per David Ginther
11/18/08 - A	Energy Conversion Devices, Inc. *ENER*			292659109			10/01/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Joseph A. Avila --- For
			Item 2.6a
	1.2	Elect Director Alan E. Barton --- For
			Item 2.6a
	1.3	Elect Director Christopher P. Belden --- For
			Item 2.6a
	1.4	Elect Director Robert I. Frey --- For
			Item 2.6a
	1.5	Elect Director William J. Ketelhut --- For
			Item 2.6a
	1.6	Elect Director Mark D. Morelli --- For
			Item 2.6a
	1.7	Elect Director Stephen Rabinowitz --- For
			Item 2.6a
	1.8	Elect Director George A Schreiber, Jr. --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Ensco International, Inc. *ESV*			26874Q100			03/31/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Gerald W. Haddock --- For
			2.6a
	1.2	Elect Director Paul E. Rowsey, III --- For
			2.6a
	1.3	Elect Director C. Christopher Gaut --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/08/09 - A	Entergy Corp. *ETR*			29364G103			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Maureen Scannell Bateman --- For
			Item 2.6a
	1.2	Elect Director W. Frank Blount --- For
			Item 2.6a
	1.3	Elect Director Gary W. Edwards --- For
			Item 2.6a
	1.4	Elect Director Alexis M. Herman --- For
			Item 2.6a
	1.5	Elect Director Donald C. Hintz --- For
			Item 2.6a
	1.6	Elect Director J. Wayne Leonard --- For
			Item 2.6a
	1.7	Elect Director Stuart L. Levenick --- For
			Item 2.6a
	1.8	Elect Director James R. Nichols --- For
			Item 2.6a
	1.9	Elect Director William A. Percy, II --- For
			Item 2.6a
	1.10	Elect Director W.J. Tauzin --- For
			Item 2.6a
	1.11	Elect Director Steven V. Wilkinson --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/29/09 - A	EOG Resources, Inc. *EOG*			26875P101			03/05/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director George A. Alcorn --- For
			Item 2.6a
	1.2	Elect Director Charles R. Crisp --- For
			Item 2.6a
	1.3	Elect Director James C. Day --- For
			Item 2.6a
	1.4	Elect Director Mark G. Papa --- For
			Item 2.6a
	1.5	Elect Director H. Leighton Steward --- For
			Item 2.6a
	1.6	Elect Director Donald F. Textor --- For
			Item 2.6a
	1.7	Elect Director Frank G. Wisner --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/28/09 - A	Exelon Corporation *EXC*			30161N101			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John A. Canning, Jr. --- For
			2.6a
	1.2	Elect Director M. Walter D'Alessio --- For
			2.6a
	1.3	Elect Director Bruce DeMars --- For
			2.6a
	1.4	Elect Director Nelson A. Diaz --- For
			2.6a
	1.5	Elect Director Rosemarie B. Greco --- For
			2.6a
	1.6	Elect Director Paul L. Joskow --- For
			2.6a
	1.7	Elect Director John M. Palms --- For
			2.6a
	1.8	Elect Director John W. Rogers, Jr. --- For
			2.6a
	1.9	Elect Director John W. Rowe --- For
			2.6a
	1.10	Elect Director Stephen D. Steinour --- For
			2.6a
	2	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
	4	Report on Global Warming			Against	Against		ShrHoldr
			5.4
05/27/09 - A	Exxon Mobil Corp. *XOM*			30231G102			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director M.J. Boskin --- For
			2.6a
	1.2	Elect Director L.R. Faulkner --- For
			2.6a
	1.3	Elect Director K.C. Frazier --- For
			2.6a
	1.4	Elect Director .W. George --- For
			2.6a
	1.5	Elect Director R.C. King --- For
			2.6a
	1.6	Elect Director M.C. Nelson --- For
			2.6a
	1.7	Elect Director S.J. Palmisano --- For
			2.6a
	1.8	Elect Director S.S Reinemund --- For
			2.6a
	1.9	Elect Director R.W. Tillerson --- For
			2.6a
	1.10	Elect Director E.E. Whitacre, Jr. --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	4	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	5	Reincorporate in Another State [from New Jersey to North Dakota]			Against	Against		ShrHoldr
			3.16a
	6	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	7	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	8	Compare CEO Compensation to Average U.S. per Capita Income			Against	Against		ShrHoldr
			5.4
	9	Review Anti-discrimination Policy on Corporate Sponsorships and Executive Perks			Against	Against		ShrHoldr
			5.4
	10	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			6.1
	11	Adopt Quantitative GHG Goals for Products and Operations			Against	Against		ShrHoldr
			6.2 Per Erik Becker
	12	Report on Climate Change Impacts on Emerging Countries			Against	Against		ShrHoldr
			5.4
	13	Adopt Policy to Increase Renewable Energy			Against	Against		ShrHoldr
			6.2 Per Erik Becker
06/04/09 - A	FIRST SOLAR INC *FSLR*			336433107			04/14/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Michael J. Ahearn --- For
			Item 2.6a
	1.2	Elect Director Craig Kennedy --- For
			Item 2.6a
	1.3	Elect Director James F. Nolan --- For
			Item 2.6a
	1.4	Elect Director J. Thomas Presby --- For
			Item 2.6a
	1.5	Elect Director Paul H. Stebbins --- For
			Item 2.6a
	1.6	Elect Director Michael Sweeney --- For
			Item 2.6a
	1.7	Elect Director Jose H. Villarreal --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/06/09 - A	Fluor Corp. *FLR*			343412102			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Peter K. Barker --- For
			Item 2.6a
	1.2	Elect Director Alan L. Boeckmann --- For
			Item 2.6a
	1.3	Elect Director Vilma S. Martinez --- For
			Item 2.6a
	1.4	Elect Director Dean R. O'Hare --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/15/09 - A	FMC Technologies, Inc. *FTI*			30249U101			03/19/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect DirectorMike R. Bowlin --- For
			Item 2.6a
	1.2	Elect DirectorPhilip J. Burguieres --- For
			Item 2.6a
	1.3	Elect DirectorPeter D. Kinnear --- For
			Item 2.6a
	1.4	Elect DirectorEdward J. Mooney --- For
			Item 2.6a
	1.5	Elect DirectorJames M. Ringler --- For
			Item 2.6a
	2	Increase Authorized Common Stock			For	For		Mgmt
			Item 3.6
05/13/09 - A	Foundation Coal Hldgs Inc *FCL*			35039W100			03/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director James F. Roberts --- For
			Item 2.6a
	1.2	Elect Director Kurt D. Kost --- For
			Item 2.6a
	1.3	Elect Director William J. Crowley, Jr. --- For
			Item 2.6a
	1.4	Elect Director David I. Foley --- For
			Item 2.6a
	1.5	Elect Director P. Michael Giftos --- For
			Item 2.6a
	1.6	Elect Director Alex T. Krueger --- For
			Item 2.6a
	1.7	Elect Director Joel Richards, III --- For
			Item 2.6a
	1.8	Elect Director Robert C. Scharp --- For
			Item 2.6a
	1.9	Elect Director Thomas V. Shockley, III --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/20/09 - A	Halliburton Co. *HAL*			406216101			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Alan M. Bennett --- For
			2.6a
	1.2	Elect Director James R. Boyd --- For
			2.6a
	1.3	Elect Director Milton Carroll --- For
			2.6a
	1.4	Elect Director S. Malcolm Gillis --- For
			2.6a
	1.5	Elect Director James T. Hackett --- For
			2.6a
	1.6	Elect Director David J. Lesar --- For
			2.6a
	1.7	Elect Director Robert A. Malone --- For
			2.6a
	1.8	Elect Director J. Landis Martin --- For
			2.6a
	1.9	Elect Director Jay A. Precourt --- For
			2.6a
	1.10	Elect Director Debra L. Reed --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	4	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	5	Review and Assess Human Rights Policies			Against	Against		ShrHoldr
			5.4
	6	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	7	Adopt Low Carbon Energy Policy			Against	Against		ShrHoldr
			5.4
	8	Disclose Information on Compensation Consultant			Against	For		ShrHoldr
			5.4 Per David Ginther
	9	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	10	Establish Independent Director Committee to Review and Report on Financial Misconducts and Human Rights Abuses			Against	Against		ShrHoldr
			5.4
03/04/09 - A	Helmerich & Payne, Inc. *HP*			423452101			01/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director W. H. Helmerich, III --- For
			Item 2.6a
	1.2	Elect Director Francis Rooney --- For
			Item 2.6a
	1.3	Elect Director Edward B. Rust, Jr. --- For
			Item 2.6a
05/06/09 - A	Hess Corporation *HES*			42809H107			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director J.B. Hess --- For
			Item 2.6a
	1.2	Elect Director S.W. Bodman --- For
			Item 2.6a
	1.3	Elect Director R. Lavizzo-Mourey --- For
			Item 2.6a
	1.4	Elect Director C.G. Matthews --- For
			Item 2.6a
	1.5	Elect Director E.H. von Metzsch --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
10/08/08 - S	* HONGHUA GROUP LTD			G4584R109			None
	1	Approve Sales Framework Agreement and Related Annual Caps			For	For		Mgmt
	2	Approve Purchases Framework Agreement and Related Annual Caps			For	For		Mgmt
01/22/09 - A	Jacobs Engineering Group Inc. *JEC*			469814107			12/08/08
	1	Elect Director Joseph R. Bronson			For	For		Mgmt
			2.6a
	2	Elect Director Thomas M.T. Niles			For	For		Mgmt
			2.6a
	3	Elect Director Noel G. Watson			For	For		Mgmt
			2.6a
	4	Elect Director John F. Coyne			For	For		Mgmt
			2.6a
	5	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	6	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	7	Ratify Auditors			For	For		Mgmt
			3.1a
04/29/09 - A	Marathon Oil Corp. *MRO*			565849106			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Charles F. Bolden, Jr. --- For
			2.6a
	1.2	Elect Director Gregory H. Boyce --- For
			2.6a
	1.3	Elect Director Clarence P. Cazalot, Jr. --- For
			2.6a
	1.4	Elect Director David A. Daberko --- For
			2.6a
	1.5	Elect Director William L. Davis --- For
			2.6a
	1.6	Elect Director Shirley Ann Jackson --- For
			2.6a
	1.7	Elect Director Philip Lader --- For
			2.6a
	1.8	Elect Director Charles R. Lee --- For
			2.6a
	1.9	Elect Director Michael E. J. Phelps --- For
			2.6a
	1.10	Elect Director Dennis H. Reilley --- For
			2.6a
	1.11	Elect Director Seth E. Schofield --- For
			2.6a
	1.12	Elect Director John W. Snow --- For
			2.6a
	1.13	Elect Director Thomas J. Usher --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Bylaws-- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/07/09 - A	Mirant Corp *MIR.XA*			60467R100			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Thomas W. Cason --- For
			2.6a
	1.2	Elect Director A.D. (Pete) Correll --- For
			2.6a
	1.3	Elect Director Terry G. Dallas --- For
			2.6a
	1.4	Elect Director Thomas H. Johnson --- For
			2.6a
	1.5	Elect Director John T. Miller --- For
			2.6a
	1.6	Elect Director Edward R. Muller --- For
			2.6a
	1.7	Elect Director Robert C. Murray --- For
			2.6a
	1.8	Elect Director John M. Quain --- For
			2.6a
	1.9	Elect Director William L. Thacker --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Report on Reducing GHGs from Products and Operations			Against	Against		ShrHoldr
			5.4
06/02/09 - A	Nabors Industries, Ltd. *NBR*			G6359F103			04/03/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Eugene M. Isenberg as Director --- For
			2.6a
	1.2	Elect William T. Comfort as Director --- For
			2.6a
	2	Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix their Remuneration			For	For		Mgmt
			3.1a
	3	Pay for Superior Performance			Against	Against		ShrHoldr
			5.1c
	4	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99
05/19/09 - A	Natco Group, Inc. *NTG*			63227W203			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Keith K. Allan --- For
			2.6a
	1.2	Elect Director George K. Hickox, Jr. --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
05/13/09 - A	National Oilwell Varco, Inc. *NOV*			637071101			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Merrill A. Miller, Jr. --- For
			2.6a
	1.2	Elect Director Greg L. Armstrong --- For
			2.6a
	1.3	Elect Director David D. Harrison --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
05/07/09 - A	Newfield Exploration Co. *NFX*			651290108			03/10/09
	1	Elect Director David A. Trice			For	For		Mgmt
			2.6a
	2	Elect Director Lee K. Boothby			For	For		Mgmt
			2.6a
	3	Elect Director Philip J. Burguieres			For	For		Mgmt
			2.6a
	4	Elect Director Pamela J. Gardner			For	For		Mgmt
			2.6a
	5	Elect Director Dennis R. Hendrix			For	For		Mgmt
			2.6a
	6	Elect Director John Randolph Kemp III			For	For		Mgmt
			2.6a
	7	Elect Director J. Michael Lacey			For	For		Mgmt
			2.6a
	8	Elect Director Joseph H. Netherland			For	For		Mgmt
			2.6a
	9	Elect Director Howard H. Newman			For	For		Mgmt
			2.6a
	10	Elect Director Thomas G. Ricks			For	For		Mgmt
			2.6a
	11	Elect Director Juanita F. Romans			For	For		Mgmt
			2.6a
	12	Elect Director C. E. (Chuck) Shultz			For	For		Mgmt
			2.6a
	13	Elect Director J. Terry Strange			For	For		Mgmt
			2.6a
	14	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	15	Approve Non-Employee Director Restricted Stock Plan			For	For		Mgmt
			2.8a
	16	Ratify Auditors			For	For		Mgmt
			3.1a
04/28/09 - A	Noble Energy, Inc. *NBL*			655044105			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jeffrey L. Berenson --- For
			2.6a
	1.2	Elect Director Michael A. Cawley --- For
			2.6a
	1.3	Elect Director Edward F. Cox --- For
			2.6a
	1.4	Elect Director Charles D. Davidson --- For
			2.6a
	1.5	Elect Director Thomas J. Edelman --- For
			2.6a
	1.6	Elect Director Eric P. Grubman --- For
			2.6a
	1.7	Elect Director Kirby L. Hedrick --- For
			2.6a
	1.8	Elect Director Scott D. Urban --- For
			2.6a
	1.9	Elect Director William T. Van Kleef --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/01/09 - A	Occidental Petroleum Corp. *OXY*			674599105			03/11/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Spencer Abraham --- For
			2.6a
	1.2	Elect Director Ronald W. Burkle --- For
			2.6a
	1.3	Elect Director John S. Chalsty --- For
			2.6a
	1.4	Elect Director Edward P. Djerejian --- For
			2.6a
	1.5	Elect Director John E. Feick --- For
			2.6a
	1.6	Elect Director Ray R. Irani --- For
			2.6a
	1.7	Elect Director Irvin W. Maloney --- For
			2.6a
	1.8	Elect Director Avedick B. Poladian --- For
			2.6a
	1.9	Elect Director Rodolfo Segovia --- For
			2.6a
	1.10	Elect Director Aziz D. Syriani --- For
			2.6a
	1.11	Elect Director Rosemary Tomich --- For
			2.6a
	1.12	Elect Director Walter L. Weisman --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Provide Right to Call Special Meeting			For	For		Mgmt
			3.2b
	4	Report on Host Country Social and Environmental Laws			Against	Against		ShrHoldr
			1.3a
05/07/09 - A	Peabody Energy Corp. *BTU*			704549104			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Gregory H. Boyce --- For
			2.6a
	1.2	Elect Director William E. James --- For
			2.6a
	1.3	Elect Director Robert B. Karn III --- For
			2.6a
	1.4	Elect Director M. Frances Keeth --- For
			2.6a
	1.5	Elect Director Henry E. Lentz --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
11/24/08 - S	Petroleo Brasileiro			71654V408			10/30/08
		Meeting for ADR Holders
	1	Approve Absorption of 17 de Maio Participacoes SA			For	For		Mgmt
			3.5 Per Ryan Caldwell
	2	Appoint Independent Firm to Appraise Proposed Absorption			For	For		Mgmt
			3.5 Per Ryan Caldwell
04/08/09 - A	Petroleo Brasileiro			71654V408			03/23/09
		Meeting for ADR Holders
	1	Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2008			For	For		Mgmt
			3.24
	2	Approve Capital Budget for Upcoming Fiscal Year			For	For		Mgmt
			3.24
	3	Approve Allocation of Income and Dividends for Fiscal 2008			For	For		Mgmt
			3.18
	4	Elect Directors			For	For		Mgmt
			2.6a
	5	Elect Board Chairman			For	For		Mgmt
			2.13
	6	Elect Fiscal Council Members and Alternates			For	Against		Mgmt
			2.6b No Information
	7	Approve Remuneration of Executive Officers, Non-Executive Directors, and Fiscal Council Members			For	For		Mgmt
			1.3a
04/08/09 - A	Schlumberger Ltd. *SLB*			806857108			02/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect P. Camus as Director --- For
			2.6a
	1.2	Elect J.S. Gorelick as Director --- For
			2.6a
	1.3	Elect A. Gould as Director --- For
			2.6a
	1.4	Elect T. Issac as Director --- For
			2.6a
	1.5	Elect N. Kudryavtsev as Director --- For
			2.6a
	1.6	Elect A. Lajous as Director --- For
			2.6a
	1.7	Elect M.E. Marks as Director --- For
			2.6a
	1.8	Elect L.R. Reif as Director --- For
			2.6a
	1.9	Elect T.I. Sandvold as Director --- For
			2.6a
	1.10	Elect H. Seydoux as Director --- For
			2.6a
	1.11	Elect L.G. Stuntz as Director --- For
			2.6a
	2	Adopt and Approve Financials and Dividends			For	For		Mgmt
			3.24
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	4	Approval of Independent Registered Public Accounting Firm			For	For		Mgmt
			3.1a
05/12/09 - A	Smith International, Inc. *SII*			832110100			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert Kelley --- For
			Item 2.6a
	1.2	Elect Director Luiz Rodolfo Landim Machado --- For
			Item 2.6a
	1.3	Elect Director Doug Rock --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/19/09 - A	Southwestern Energy Co. *SWN*			845467109			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Lewis E. Epley, Jr. --- For
			Item 2.6a
	1.2	Elect Director Robert L. Howard --- For
			Item 2.6a
	1.3	Elect Director Harold M. Korell --- For
			Item 2.6a
	1.4	Elect Director Vello A. Kuuskraa --- For
			Item 2.6a
	1.5	Elect Director Kenneth R. Mourton --- For
			Item 2.6a
	1.6	Elect Director Charles E. Scharlau --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/04/09 - A/S	Suncor Energy Inc *SU*			867229106			04/28/09
	1	Approve Plan of Arrangement - Merger with Petro-Canada			For	For		Mgmt
			3.5 per David Ginther
	2	Amend Stock Option Plan			For	Against		Mgmt
			4.1 Exercise price of NQSO's cannot be less than 85% of fair market value
	3	Elect Directors			For	For		Mgmt
	3.1	Elect Director Mel E. Benson --- For
			2.6a
	3.2	Elect Director Brian A. Canfield --- For
			2.6a
	3.3	Elect Director Bryan P. Davies --- For
			2.6a
	3.4	Elect Director Brian A. Felesky --- For
			2.6a
	3.5	Elect Director John T. Ferguson --- For
			2.6a
	3.6	Elect Director W. Douglas Ford --- For
			2.6a
	3.7	Elect Director Richard L. George --- For
			2.6a
	3.8	Elect Director John R. Huff --- For
			2.6a
	3.9	Elect Director M. Ann McCaig --- For
			2.6a
	3.10	Elect Director Michael W. O'Brien --- For
			2.6a
	3.11	Elect Director Eira M. Thomas --- For
			2.6a
	4	Ratify PricewaterhouseCoopers LLP as Auditors			For	For		Mgmt
			3.1a
05/07/09 - A	Sunoco, Inc. *SUN*			86764P109			02/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director R. J. Darnall --- For
			2.6a
	1.2	Elect Director G. W. Edwards --- For
			2.6a
	1.3	Elect Director L. L. Elsenhans --- For
			2.6a
	1.4	Elect Director U. O. Fairbairn --- For
			2.6a
	1.5	Elect Director T. P. Gerrity --- For
			2.6a
	1.6	Elect Director R. B. Greco --- For
			2.6a
	1.7	Elect Director J. P. Jones, III --- For
			2.6a
	1.8	Elect Director J. G. Kaiser --- For
			2.6a
	1.9	Elect Director J. W. Rowe --- For
			2.6a
	1.10	Elect Director J. K. Wulff --- For
			2.6a
	2	Amend Non-Employee Director Stock Option Plan			For	For		Mgmt
			2.8a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
12/08/08 - S	Transocean Ltd. *RIG*			G90073100			10/27/08
		This is a duplicate meeting for ballots received via the Broadridge North American ballot distribution system
	1	APPROVAL OF THE MERGER TRANSACTION TO BE EFFECTED BY THE SCHEMES OF ARRANGEMENT, ATTACHED TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX B.			For	For		Mgmt
			3.5 per Barry Ogden
	2	APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE MERGER TRANSACTION.			For	For		Mgmt
			7.7b per Barry Ogden
05/21/09 - A/S	Ultra Petroleum Corp. *UPL*			903914109			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Michael D. Watford --- For
			2.6a
	1.2	Elect Director Roger A. Brown --- For
			2.6a
	1.3	Elect Director W. Charles Helton --- For
			2.6a
	1.4	Elect Director Stephen J. McDaniel --- For
			2.6a
	1.5	Elect Director Robert E. Rigney --- For
			2.6a
	2	Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	3	Shareholder Proposal: Prepare Report on Climate Change			Against	Against		ShrHoldr
			3.2
	4	Other Business			For	Against		Mgmt
			7.7a
04/30/09 - A	Valero Energy Corp. *VLO*			91913Y100			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jerry D. Choate --- For
			2.6a
	1.2	Elect Director William R. Klesse --- For
			2.6a
	1.3	Elect Director Donald L. Nickles --- For
			2.6a
	1.4	Elect Director Susan Kaufman Purcell --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	4	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
	5	Disclose Information on Compensation Consultant			Against	Against		ShrHoldr
			5.4
	6	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
02/17/09 - C	Weatherford International Ltd *WFT*			G95089101			12/15/08
		Court-Ordered Meeting for Shareholders
	1	Approve Reincorporation through Scheme of Arrangement with Subsiadiary			For	For		Mgmt
			3.5 Per Erik Becker
	2	Adjourn Meeting			For	For		Mgmt
			7.7b Per Erik Becker
	3	Transact Other Business (Non-Voting)			None	None		Mgmt
05/19/09 - A	XTO Energy Inc *XTO*			98385X106			03/31/09
	1	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Phillip R. Kevil --- For
			2.6a
	2.2	Elect Director Herbert D. Simons --- For
			2.6a
	2.3	Elect Director Vaughn O. Vennerberg II --- For
			2.6a
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	6	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris

IVY FUNDS VIP GLOBAL NATURAL RESOURCES
(until July 31, 2008, W&R Target Global Natural Resources Portfolio)

Proxy Voting Record

N-PX Proxy Report - Ivy Funds VIP Global Natural Resources
	Vote Summary
		KAZMUNAIGAS EXPL & PRODTN JSC
		Security			48666V204	Meeting Type			ExtraOrdinary General Meeting
		Ticker Symbol				Meeting Date			18-Jul-2008
		ISIN			US48666V2043	Agenda			701653671 - Management
		City			TBA	Holding Recon Date			10-Jun-2008
		Country			Kazakhstan	Vote Deadline Date			09-Jul-2008
		SEDOL(s)			B1FKV75 - B1FSCP4	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1.	Appoint Ernst & Young as the Company Auditor to conduct external audit for 2008				Management	For		For
		2.	Approve, to introduce the amendments in the Company Charter as specified; and authorize Mr. A. Balzhanov, the Company CEO [Chairman of the Management Board], in the prescribed manner to ensure registration of the attached amendments in the law enforcement agencies of the Republic of Kazakhstan				Management	Against		Against
		CIA SANEAMENTO MINAS GERAIS SA
		Security			P28269101	Meeting Type			ExtraOrdinary General Meeting
		Ticker Symbol				Meeting Date			21-Jul-2008
		ISIN			BRCSMGACNOR5	Agenda			701655980 - Management
		City			BELO HORIZONTE	Holding Recon Date			17-Jul-2008
		Country			Brazil	Vote Deadline Date			17-Jul-2008
		SEDOL(s)			B0YBZJ2 - B1BYFV3	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
		I.	Elect a Member of the Board of Directors and a Member of the Finance Committee of the Company, by appointment of the majority shareholder				Management	For		For
		II.	Approve the donation, in return, of the real property in reference to the land where the elevated reservoir of 15 cubic meters was located, with 140 square meters, located at Rua Oito, no street number, Bairro Jardim Nova Espera NCA, in Areado, state of Minas Gerias, since the same was originally donated to Copasa MG by said municipality, in accordance with the recommendation of the Board of Directors				Management	For		For
		III.	Approve the donation, in return, of real properties in reference to the pieces of land on which were located the water towers for treated water and the points at which water was drawn from the Streams Manoel Jose, with 1655 square meters, Jose Junq Ueira with 72 square meters, and Campestre, with 492 square meters, situated in Campestre, State of Minas Gerais, since the same were originally donated to Copasa MG by said municipality , in accordance with the recommendation of the Board of Directors				Management	For		For
		COMPANHIA DE SANEAMENTO BASICO DO ESTADO DE SAO PA
		Security			P8228H104	Meeting Type			ExtraOrdinary General Meeting
		Ticker Symbol				Meeting Date			28-Jul-2008
		ISIN			BRSBSPACNOR5	Agenda			701652047 - Management
		City			SAO PAULO	Holding Recon Date			24-Jul-2008
		Country			Brazil	Vote Deadline Date			24-Jul-2008
		SEDOL(s)			2158543 - B1YCHL8 - B2NGLK5	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
		1.	Amend the Corporate Bylaws that will amend and renumber the Chapters and the Articles in the following manner: Chapter I Articles 1 and 2, Chapter II Articles 3 and 4, Chapter III Article 5, Chapter IV Article 6, Chapter V Articles 7, 8, 9, 10, 11, 12, 13 and 14, Chapter VI Articles 15, 16, 17, 18 and 19, Chapter VII Articles 20, 21 and 22, Chapter VIII Articles 23, 24, 25, 26 and 27, Chapter IX Articles 28 and 29, Chapter X, Articles 30, Chapter XI Article 31, Chapter XII Articles 32, 33, 34, 35, 36 and 37, Chapter XIII Article 38, Chapter XIV Articles 39, 40, 41, 42 and 43, Chapter XV Article 44 and Chapter XVI Articles 45 and 46				Management	For		For
		2.	Elect a Member of the Board of Directors				Management	For		For
		RANDGOLD RESOURCES LIMITED
		Security			752344309	Meeting Type			Special
		Ticker Symbol			GOLD	Meeting Date			28-Jul-2008
		ISIN			US7523443098	Agenda			932933030 - Management
		City				Holding Recon Date			24-Jun-2008
		Country			South Africa	Vote Deadline Date			25-Jul-2008
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		S1	APPROVE RESTRICTED SHARE SCHEME.				Management	For
		COMPANHIA DE SANEAMENTO BASICO DO ESTADO
		Security			20441A102	Meeting Type			Special
		Ticker Symbol			SBS	Meeting Date			28-Jul-2008
		ISIN			US20441A1025	Agenda			932935767 - Management
		City				Holding Recon Date			07-Jul-2008
		Country			United States	Vote Deadline Date			22-Jul-2008
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		I	PROPOSAL OF AMENDMENT TO THE BYLAWS, WHICH WILL AMEND AND RENUMBER THE CHAPTERS AND ARTICLES AS FOLLOWS: CHAPTER I, ARTICLES 1 AND 2, CHAPTER II, ARTICLES 3 AND 4, CHAPTER III, ARTICLE 5, CHAPTER IV, ARTICLE 6, CHAPTER V, ARTICLES 7, 8, 9, 10, 11, 12, 13 AND 14, CHAPTER VI, ARTICLES 15, 16, 17, 18 AND 19, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For		For
		II	ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS.				Management	For		For
		YINGLI GREEN ENERGY HOLD. CO. LTD.
		Security			98584B103	Meeting Type			Annual
		Ticker Symbol			YGE	Meeting Date			04-Aug-2008
		ISIN			US98584B1035	Agenda			932937280 - Management
		City				Holding Recon Date			01-Jul-2008
		Country			China	Vote Deadline Date			29-Jul-2008
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	TO CONSIDER AND ADOPT THE COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007.				Management	For		For
		02	TO ADOPT THE COMPANY'S AUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007.				Management	For		For
		3A	TO RE-ELECT MR. GEORGE JIAN CHUANG AS A DIRECTOR OF THE COMPANY.				Management	For		For
		3B	TO ELECT MR. MING HUANG AS A DIRECTOR OF THE COMPANY.				Management	For		For
		3C	TO ELECT MR. JUNMIN LIU AS A DIRECTOR OF THE COMPANY.				Management	For		For
		04	TO RATIFY THE APPOINTMENT OF KPMG AS THE COMPANY'S INDEPENDENT AUDITORS.				Management	For		For
		SILVER WHEATON CORP
		Security			828336107	Meeting Type			Special General Meeting
		Ticker Symbol				Meeting Date			07-Aug-2008
		ISIN			CA8283361076	Agenda			701669523 - Management
		City			VANCOUVER	Holding Recon Date			07-Jul-2008
		Country			Canada	Vote Deadline Date			01-Aug-2008
		SEDOL(s)			B058ZX6 - B059001 - B05DVK0	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		E.1	Approve the amendments to the indentures governing the terms of each of such series of warrants [the Warrant Amendments], whereby [i] each common share purchase warrant, exercisable to acquire 0.2 of a common share of the Company at an exercise price of CAD 0.80 until 05 AUG 2009 exercised during a 20 business day early exercise period, commencing on the day that the approval of the holders of the first warrants is obtained at the meeting, such 20 business day period being extendable in the sale discretion of the Company [the Early Exercise period], will entitle the holder thereof to acquire 0.0148 of a new common share purchase Warrant [each whole new common share purchase warrant, a new warrant and collectively, the New Warrants] in addition to the 0.2 of a common share of the Company otherwise issuable upon the exercise of each first warrant each new warrant will entitle the holder thereof to purchase 1 common share of the Company [each a Warrant Share and c ollectively, the Warrant Shares] at a price of USD 20.00 at any time prior to 5:00 p.m. [Vancouver time] on the date which is 5 years the expiry of the early exercise period, subject to adjustment in certain events; each common share purchase warrant, exercisable to acquire 0.2 of a common share of the Company at an exercise price of CAD 1.10 until 30 NOV 2009 exercised during the early exercise period, will entitle the holder thereof to acquire 0.0340 of a new warrant in addition to the 0.2 of a common share of the Company otherwise issuable upon the exercise of each series A warrant, in accordance with the terms of the Extraordinary Resolutions as specified				Management	For		For
			Transact any other business				Non-Voting
		URALKALI JSC
		Security			91688E206	Meeting Type			ExtraOrdinary General Meeting
		Ticker Symbol				Meeting Date			18-Sep-2008
		ISIN			US91688E2063	Agenda			701690251 - Management
		City			TBA	Holding Recon Date			13-Aug-2008
		Country			Russian Federation	Vote Deadline Date			05-Sep-2008
		SEDOL(s)			B1FLM08 - B28RV47	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1.	Approve the dividend payment for the first half of the year 2008				Management	For		For
		SEADRILL LIMITED
		Security			G7945E105	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			19-Sep-2008
		ISIN			BMG7945E1057	Agenda			701699160 - Management
		City			HAMILTON	Holding Recon Date			11-Jul-2008
		Country			Bermuda	Vote Deadline Date			10-Sep-2008
		SEDOL(s)			B09RMQ1 - B0HWHV8 - B0TBDS2 - B28ZVN0	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1.	Re-elect Mr. John Fredriksen as a Director of the Company				Management	Against		Against
		2.	Re-elect Mr. Tor Olav Troim as a Director of the Company				Management	Against		Against
		3.	Re-elect Mr. Jan Tore Stromme as a Director of the Company				Management	For		For
		4.	Re-elect Ms. Kate Blankenship as a Director of the Company				Management	Against		Against
		5.	Re-elect Mr. Kjell E. Jacobsen as a Director of the Company				Management	Against		Against
		6.	Elect Ms. Kathrine Fredriksen as Director of the Company to fill one of the two casual vacancies existing on the Board				Management	Against		Against
		7.	Appoint PricewaterhouseCoopers as the Auditor and authorize the Directors to determine their remuneration				Management	For		For
		8.	Approve the remuneration of the Company's Board of Directors of a total amount of fees not to exceed USD 600,000.00 for the year ending 31 DEC 2008				Management	For		For
		9.	Approve to reduce the share premium account of the Company from USD 1,955,452,000 to nil, and to credit the amount resulting from the reduction to the Company's contributed surplus account with immediate effect				Management	For		For
		10.	Transact other such business				Non-Voting
		KAZMUNAIGAS EXPL & PRODTN JSC
		Security			48666V204	Meeting Type			ExtraOrdinary General Meeting
		Ticker Symbol				Meeting Date			24-Sep-2008
		ISIN			US48666V2043	Agenda			701704365 - Management
		City			ASTANA	Holding Recon Date			07-Aug-2008
		Country			Kazakhstan	Vote Deadline Date			15-Sep-2008
		SEDOL(s)			B1FKV75 - B1FSCP4	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 499879 DUE TO RECEIPT OF A-DDITIONAL RESOLUTIONS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISR-EGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.				Non-Voting
			PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SE-COND CALL ON 25 SEP 2008 AT 10:30 AM. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS W-ILL REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.				Non-Voting
		1.	Appoint Ernst & Young as the Company Auditor to conduct external audit for 2008				Management	For		For
		2.	Approve to introduce the amendments in the Company Charter as specified; and authorize Mr. A. Balzhanov, the Company CEO [Chairman of the Management Board], in the prescribed manner to ensure registration of the attached amendments in the law enforcement agencies of the Republic of Kazakhstan				Management	For		For
		3.	PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: approve to recall Messrs. Uzakbai Karabalin and Zhannat Satubaldina from Board of Directors				Shareholder	For		Against
		4.	PLEASE NOTE THAT THIS IS A SHAREHOLDER PROPOSAL: elect Messrs. Kairgeldy Kabyldin and Tolegen Bozzhanov as new Directors				Shareholder	For		Against
		DONGFANG ELECTRIC CORPORATION LTD
		Security			Y20958107	Meeting Type			ExtraOrdinary General Meeting
		Ticker Symbol				Meeting Date			09-Oct-2008
		ISIN			CNE100000304	Agenda			701687420 - Management
		City			CHENGDU	Holding Recon Date			08-Sep-2008
		Country			China	Vote Deadline Date			24-Sep-2008
		SEDOL(s)			6278566 - B01XKY1 - B1G93S6	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1.	Elect Mr. Zhu Yuanchao as the Director of the Company				Management	For		For
		THE MOSAIC COMPANY
		Security			61945A107	Meeting Type			Annual
		Ticker Symbol			MOS	Meeting Date			09-Oct-2008
		ISIN			US61945A1079	Agenda			932948966 - Management
		City				Holding Recon Date			11-Aug-2008
		Country			United States	Vote Deadline Date			08-Oct-2008
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	DAVID B. MATHIS				For		For
			2	JAMES L. POPOWICH				For		For
			3	JAMES T. PROKOPANKO				For		For
			4	STEVEN M. SEIBERT				For		For
		02	RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.				Management	For		For
		IMPALA PLATINUM HLDGS LTD
		Security			S37840113	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			23-Oct-2008
		ISIN			ZAE000083648	Agenda			701696835 - Management
		City			JOHANNESBURG	Holding Recon Date			21-Oct-2008
		Country			South Africa	Vote Deadline Date			15-Oct-2008
		SEDOL(s)			B1DH4F7 - B1FFT76 - B1GH8B8 - B1GK3Z6	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		O.1	Receive and approve the financial statements for the YE 30 JUN 2008				Management	For		For
		O.2.1	Re-elect Ms. M.V. Mennell as a Director				Management	For		For
		O.2.2	Re-elect Mr. D.H. Brown as a Director				Management	For		For
		O.2.3	Re-elect Mr. T.V. Mokgallha as a Director				Management	For		For
		O.2.4	Re-elect Mr. L.J. Paton as a Director				Management	For		For
		O.2.5	Re-elect Mr. L.C. Van Vught as a Director				Management	For		For
		O.3	Approve to determine the remuneration of the Non-Executive Directors				Management	For		For
		S.1	Authorize the Director of the Company, in terms of the Company's Articles of Association, by way of a general authority to repurchase issued shares in the Company or to permit a subsidiary of the Company to purchase shares in the Company, as and when deemed appropriate, subject to the following initiatives: that any such repurchase be effected through the order book operated by the JSE Limited [JSE] trading system and done without any prior understanding or agreement between the Company and the counterparty; that a paid announcement giving such details as may be required in terms of JSE Listings Requirements be published when the Company or its subsidiaries have repurchased in aggregate 3% of the initial number of shares in issue, as at the time that the general authority was granted and for each 3% in aggregate of the initial number of shares which are acquired thereafter; that a general repurchase may not in the aggregate in any 1 FY exceed 10% of the number of shares in the Company issued share capital at the time this authority is given, provided that a subsidiary of the Company may not hold at any one time more than 10% of the number of issued shares of the Company; no purchase will be effected during a prohibited period [as specified by the JSE Listings Requirements] unless a repurchase programme is in place, where dates and quantities of shares to be traded during the prohibited period are fixed and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period; at any one point in time, the Company may only appoint one agent to effect repurchases on the Company's behalf, the Company may only undertake a repurchase of securities if, after such repurchase, the spread requirements of the Company comply with JSE Listings Requirements; in determining the price at which shares may be repurchased in terms of this authority, the maximum premium p ermitted is 10% above the weighted average traded price of the shares as determined over the 5 days prior to the date of repurchase; and may such repurchase shall be subject to the Companies Act and the applicable provisions of the JSE Listings Requirements, the Board of Directors as at the date of this notice, has stated its intention to examine methods of				Management	For		For
			returning capital to the shareholders in terms of the general authority granted at the last AGM; the Board believes it to be in the best interest of implants that shareholders pass a special resolution granting the Company and/or its subsidiaries with the flexibility, subject to the requirements of the Companies Act and the JSE, to purchase shares should it be in the interest of implants and/or subsidiaries at any time while the general authority subsists; the Directors undertake that they will not implement any repurchase during the period of this general authority unless: the Company and the Group will be able, in the ordinary course of business to pay their debts for a period of 12 months after the date of the AGM; the assets of the Company and the Group will be in excess of the combined liabilities of the Company and the Group for a period of 12 months after the date of the notice of the AGM, the assets and liabilities have been recognized and measured for thi s purpose in accordance with the accounting policies used in the latest audited annual group financial statements; the Company's and the Group's ordinary share capital and reserves will, after such payment, be sufficient to meet their needs fro a period of 12 months following the date of the AGM; the Company and the Group will, after such payment, have sufficient working capital to meet their needs for a period of 12 months following the date of the AGM; and the sponsor of the Company provides a letter to the JSE on the adequacy of the working capital in terms of Section 2.12 of the JSE Listings Requirements; [Authority expires the earlier of the conclusion of the next AGM of the Company or 15 months]
		PASON SYS INC
		Security			702925108	Meeting Type			Ordinary General Meeting
		Ticker Symbol				Meeting Date			23-Oct-2008
		ISIN			CA7029251088	Agenda			701721880 - Management
		City			TBA	Holding Recon Date			23-Sep-2008
		Country			Canada	Vote Deadline Date			17-Oct-2008
		SEDOL(s)			2569565 - B1YZNB9 - B243224	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FOR' OR "AGANIST" ONLY F-OR RESOLUTION 1. THANK YOU.				Non-Voting
			PLEASE NOTE THAT THIS IS AN SGM. THANK YOU.				Non-Voting
		1.	Approve the termination and restatement of the Corporation's Stock Option Plan, as specified				Management	Against		Against
		GUANGDONG INVT LTD
		Security			Y2929L100	Meeting Type			ExtraOrdinary General Meeting
		Ticker Symbol				Meeting Date			24-Oct-2008
		ISIN			HK0270001396	Agenda			701726753 - Management
		City			HONG KONG	Holding Recon Date			22-Oct-2008
		Country			Hong Kong	Vote Deadline Date			14-Oct-2008
		SEDOL(s)			5545119 - 6913168 - B01XXJ7	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1.	Approve, subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited [the Stock Exchange] granting approval of the listing of, and permission to deal in ordinary shares of the Company [the Shares] which may fall to be issued pursuant to the exercise of options [Options] granted under the share option scheme [the New Share Option Scheme] of the Company, the terms of which are contained in the document marked A and produced to the meeting and for the purpose of identification signed by a Director of the Company and a summary of which is set out in a circular dated 08 OCT 2008 and dispatched to the shareholders of the Company of which the notice convening this meeting forms part [the Condition], the New Share Option Scheme be and authorize the Board of Directors of the Company [the Board] to grant Options and to allot and issue Shares pursuant to the exercise of any Option and to do all such acts and to enter into all such transac tions and arrangements as may be necessary or desirable in order to give effect to the New Share Option Scheme and, to the extent permissible under the Articles of Association of the Company, the Rules governing the Listing of Securities on the Stock Exchange and the rules of the New Share Option Scheme, the Directors of the Company may vote in respect of any resolution(s) under or affecting the New Share Option Scheme [including, without limitation, approving any amendments to the rules of the New Share Option Scheme as may be acceptable or not objected to by the Stock Exchange, the granting of Options there under or approving the allotment and issue of Shares upon exercise of Options there under notwithstanding any interest(s) of any Director(s)], for the avoidance of doubt, the total number of Shares which may be issued upon the exercise of the Options to be granted under the New Share Option Scheme shall not exceed 10% of the Shares in issue as at the date of the passing of this resolution, for the purpose of calculating the 10% limit, all options previously granted under the existing share option scheme [the Existing Share Option Scheme] of the Company which was adopted by the Company on 31 MAY 2002 or any other schemes of the Company [including those outstanding, cancelled, lapsed in accordance with the relevant scheme or exercised] will not be counted; the Existing Share Option Scheme is hereby terminated on the same date as the New Share Option Scheme comes into effect upon approval of the New Share Option Scheme in accordance with (a) above and fulfillment of the Condition, provided that any options granted under the Existing Share Option Scheme prior to the passing of this resolution shall not, in any way, be affected or prejudiced and all such options shall continue to be valid and exercisable in accordance with the Existing Share Option Scheme				Management	Against		Against
		2.	Re-elect Mr. Huang Xiaofeng as a Director of the Company				Management	Against		Against
		TMK OAO
		Security			87260R201	Meeting Type			ExtraOrdinary General Meeting
		Ticker Symbol				Meeting Date			07-Nov-2008
		ISIN			US87260R2013	Agenda			701734231 - Management
		City			TBA	Holding Recon Date			03-Oct-2008
		Country			Russian Federation	Vote Deadline Date			27-Oct-2008
		SEDOL(s)			B1FY0V4 - B1GH0H8 - B39TMW4	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1.	Approve, on or prior to 05 JAN 2009, to pay out the dividends to the shareholders for 9 months of the year 2008 at the rate of 1.75 roubles per 1 ordinary share of the Company [with the normal value of 10 roubles each], 1,527,751,750 roubles in total				Management	For		For
		ISRAEL CHEMICALS LTD
		Security			M5920A109	Meeting Type			Special General Meeting
		Ticker Symbol				Meeting Date			10-Nov-2008
		ISIN			IL0002810146	Agenda			701715231 - Management
		City			TBA	Holding Recon Date			24-Oct-2008
		Country			Israel	Vote Deadline Date			27-Oct-2008
		SEDOL(s)			6455530 - 6460211 - B020267	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			AS A CONDITION OF VOTING, ISRAELI MARKET REGULATIONS REQUIRE THAT YOU DISCLOSE-WHETHER YOU HAVE A CONTROLLING OR PERSONAL INTEREST IN THIS COMPANY. SHOULD E-ITHER BE THE CASE, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO THAT W-E MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY. IF YOU DO NOT HAVE A CONTROLLING OR- PERSONAL INTEREST, SUBMIT YOUR VOTE AS NORMAL				Non-Voting
		1.	Approve to update the framework resolution of the Company relating to the purchase of D&O insurance cover so as to increase the amount of separate cover that the Company is authorized to purchase up to an amount not to exceed ILS 200 million, the amount in respect of the year commencing 01 SEP 2008 will be ILS 185 million and the premium ILS 300,000				Management	For		For
		USINAS SIDERURGICAS DE MINAS GERAIS S A -USIMINAS
		Security			P9632E125	Meeting Type			ExtraOrdinary General Meeting
		Ticker Symbol				Meeting Date			17-Nov-2008
		ISIN			BRUSIMACNOR3	Agenda			701757758 - Management
		City			BELO HORIZONTE	Holding Recon Date			13-Nov-2008
		Country			Brazil	Vote Deadline Date			13-Nov-2008
		SEDOL(s)			2193696 - B1WSXV0	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
		1.	Approve the 'I' of the 5 issue of the debentures of the Company issue, in the amount of up to BRL 1,000,000,000.00, through the issuance of one simple debenture, of the unsecured type, in a single series, not convertible into shares, with a face value of up to BRL 1,000,000,000.00 and a period of 12 years, for public distribution in a single and indivisible lot, and 'II' of the general characteristics of the issue				Management	For		For
		2.	Approve the delegation to the Board of Directors of the Company of the authority that is dealt with in Article 59, 1 of law 6404 of 15 DEC 1976, to decide about certain conditions of the debenture				Management	For		For
		3.	Ratify the decisions made by the Board of Directors regarding the issuance				Management	For		For
		4.	Authorize the Board of Directors o f the Company to hire financial institutions that are part of the system for the distribution of securities to make the public offer of the debentures				Management	For		For
		CIA SANEAMENTO MINAS GERAIS SA
		Security			P28269101	Meeting Type			ExtraOrdinary General Meeting
		Ticker Symbol				Meeting Date			24-Nov-2008
		ISIN			BRCSMGACNOR5	Agenda			701763371 - Management
		City			BELO HORIZONTE	Holding Recon Date			20-Nov-2008
		Country			Brazil	Vote Deadline Date			20-Nov-2008
		SEDOL(s)			B0YBZJ2 - B1BYFV3	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
			PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE-THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM-IS RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WI LL BE PROCESSED IN FAVOR-OR AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK YOU.				Non-Voting
		I.	Elect the full and alternate Member of the Board of Directors of the Company, by indication of the majority shareholder				Management	For		For
		II.	Ratify the public tender administrative process Dvli number 1020080124, construction and services for the implementation of the connecting water main Rio Das Velhas and Paraopeba, Taquaril, Ceu Azul Leg, with a supply of all materials, amount approved of BRL 118,955,781.63 and a deadline of 720 days				Management	For		For
		III.	Ratify the bid processes authorized by general meeting				Management	For		For
		IV.	Amend the Article 5 of the Corporate Bylaws of the Company, in regard to the share capital of the business, which will come to have the following wording Article 5 the share capital of the Company is BRL 2,632,265,201.68, totally subscribed for and paid in, represented by 115,165,700 common shares, all of which are nominative and have no par value				Management	For		For
		PALADIN ENERGY LTD, SUBIACO WA
		Security			Q7264T104	Meeting Type			Ordinary General Meeting
		Ticker Symbol				Meeting Date			26-Nov-2008
		ISIN			AU000000PDN8	Agenda			701740727 - Management
		City			CRAWLEY	Holding Recon Date			24-Nov-2008
		Country			Australia	Vote Deadline Date			18-Nov-2008
		SEDOL(s)			6668468 - B00MXD9 - B02P9R2 - B081NC7 - B2PNP79 - B2Q8Z28	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT THIS IS AN AGM. THANK YOU.				Non-Voting
			To receive the financial report for the YE 30 JUN 2008, and the Directors' and-the Auditors' reports thereon				Non-Voting
		1.	Adopt the remuneration report for the YE 30 JUN 2008				Management	For		For
		2.	Re-elect Mr. Sean Reveille Llewelyn as a Director				Management	For		For
		3.	Approve, for the purposes of Listing Rule 10.17 and for all other purposes, to increase the maximum aggregate Directors' fees payable to the Non-Executive Directors from AUD 900,000 per annum to AUD 1.2 million per annum				Management	For		For
			Any other business				Non-Voting
		BHP BILLITON LIMITED
		Security			088606108	Meeting Type			Annual
		Ticker Symbol			BHP	Meeting Date			27-Nov-2008
		ISIN			US0886061086	Agenda			932960950 - Management
		City				Holding Recon Date			19-Sep-2008
		Country			United States	Vote Deadline Date			19-Nov-2008
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	TO RECEIVE THE 2008 FINANCIAL STATEMENTS AND REPORTS FOR BHP BILLITON PLC.				Management	For		For
		02	TO RECEIVE THE 2008 FINANCIAL STATEMENTS AND REPORTS FOR BHP BILLITON LTD.				Management	For		For
		03	TO RE-ELECT MR P M ANDERSON AS A DIRECTOR OF BHP BILLITON PLC.				Management	For		For
		04	TO RE-ELECT MR P M ANDERSON AS A DIRECTOR OF BHP BILLITON LTD.				Management	For		For
		05	TO RE-ELECT MR D R ARGUS AS A DIRECTOR OF BHP BILLITON PLC.				Management	For		For
		06	TO RE-ELECT MR D R ARGUS AS A DIRECTOR OF BHP BILLITON LTD.				Management	For		For
		07	TO RE-ELECT DR J G S BUCHANAN AS A DIRECTOR OF BHP BILLITON PLC.				Management	For		For
		08	TO RE-ELECT DR J G S BUCHANAN AS A DIRECTOR OF BHP BILLITON LTD.				Management	For		For
		09	TO RE-ELECT MR D A CRAWFORD AS A DIRECTOR OF BHP BILLITON PLC.				Management	For		For
		10	TO RE-ELECT MR D A CRAWFORD AS A DIRECTOR OF BHP BILLITON LTD.				Management	For		For
		11	TO RE-ELECT MR J NASSER AS A DIRECTOR OF BHP BILLITON PLC.				Management	For		For
		12	TO RE-ELECT MR J NASSER AS A DIRECTOR OF BHP BILLITON LTD.				Management	For		For
		13	TO RE-ELECT DR J M SCHUBERT AS A DIRECTOR OF BHP BILLITON PLC.				Management	For		For
		14	TO RE-ELECT DR J M SCHUBERT AS A DIRECTOR OF BHP BILLITON LTD.				Management	For		For
		15	TO ELECT MR A L BOECKMANN AS A DIRECTOR OF BHP BILLITON PLC.				Management	For		For
		16	TO ELECT MR A L BOECKMANN AS A DIRECTOR OF BHP BILLITON LTD.				Management	For		For
		17	TO ELECT MR S MAYNE AS A DIRECTOR OF BHP BILLITON PLC.				Shareholder	Against		For
		18	TO ELECT MR S MAYNE AS A DIRECTOR OF BHP BILLITON LTD.				Shareholder	Against		For
		19	TO ELECT DR D R MORGAN AS A DIRECTOR OF BHP BILLITON PLC.				Management	For		For
		20	TO ELECT DR D R MORGAN AS A DIRECTOR OF BHP BILLITON LTD.				Management	For		For
		21	TO ELECT MR K C RUMBLE AS A DIRECTOR OF BHP BILLITON PLC.				Management	For		For
		22	TO ELECT MR K C RUMBLE AS A DIRECTOR OF BHP BILLITON LTD.				Management	For		For
		23	TO REAPPOINT KPMG AUDIT PLC AS THE AUDITOR OF BHP BILLITON PLC.				Management	For		For
		24	TO RENEW THE GENERAL AUTHORITY TO ALLOT SHARES IN BHP BILLITON PLC.				Management	For		For
		25	TO RENEW THE DISAPPLICATION OF PRE-EMPTION RIGHTS IN BHP BILLITON PLC.				Management	For		For
		26	TO APPROVE THE REPURCHASE OF SHARES IN BHP BILLITON PLC.				Management	For		For
		27A	TO APPROVE THE CANCELLATION OF SHARES IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 30 APRIL 2009.				Management	For		For
		27B	TO APPROVE THE CANCELLATION OF SHARES IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 29 MAY 2009.				Management	For		For
		27C	TO APPROVE THE CANCELLATION OF SHARES IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 15 JUNE 2009.				Management	For		For
		27D	TO APPROVE THE CANCELLATION OF SHARES IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 31 JULY 2009.				Management	For		For
		27E	TO APPROVE THE CANCELLATION OF SHARES IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 15 SEPTEMBER 2009.				Management	For		For
		27F	TO APPROVE THE CANCELLATION OF SHARES IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 30 NOVEMBER 2009.				Management	For		For
		28	TO APPROVE THE 2008 REMUNERATION REPORT.				Management	For		For
		29	TO APPROVE THE AMENDMENTS TO RULES OF THE GROUP INCENTIVE SCHEME.				Management	For		For
		30	TO APPROVE THE GRANT OF AWARDS TO MR M J KLOPPERS UNDER THE GIS AND THE LTIP.				Management	For		For
		31	TO APPROVE A CHANGE TO THE MAXIMUM AGGREGATE REMUNERATION PAID BY BHP BILLITON PLC TO NON- EXECUTIVE DIRECTORS IN ANY YEAR.				Management	For		For
		32	TO APPROVE A CHANGE TO THE MAXIMUM AGGREGATE REMUNERATION PAID BY BHP BILLITON LTD TO NON- EXECUTIVE DIRECTORS IN ANY YEAR.				Management	For		For
		33	TO APPROVE THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF BHP BILLITON PLC.				Management	For		For
		34	TO APPROVE THE AMENDMENTS TO THE CONSTITUTION OF BHP BILLITON LTD.				Management	For		For
		TRANSOCEAN INC
		Security			G90073100	Meeting Type			Special
		Ticker Symbol			RIG	Meeting Date			08-Dec-2008
		ISIN			KYG900731004	Agenda			932973173 - Management
		City				Holding Recon Date			27-Oct-2008
		Country			United States	Vote Deadline Date			05-Dec-2008
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	APPROVAL OF THE MERGER TRANSACTION TO BE EFFECTED BY THE SCHEMES OF ARRANGEMENT, ATTACHED TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX B.				Management	For		For
		02	APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE MERGER TRANSACTION.				Management	For		For
		KAZMUNAIGAS EXPL & PRODTN JSC
		Security			48666V204	Meeting Type			ExtraOrdinary General Meeting
		Ticker Symbol				Meeting Date			09-Dec-2008
		ISIN			US48666V2043	Agenda			701761290 - Management
		City			TBA	Holding Recon Date			21-Oct-2008
		Country			Kazakhstan	Vote Deadline Date			28-Nov-2008
		SEDOL(s)			B1FKV75 - B1FSCP4	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1.	Amend the Sections 3, 10, 12, 13, 17 of the Charter of the KazMunaiGas EP JSC as specified				Management	For		For
		ENERGY TRANSFER PARTNERS, L.P.
		Security			29273R109	Meeting Type			Special
		Ticker Symbol			ETP	Meeting Date			16-Dec-2008
		ISIN			US29273R1095	Agenda			932979668 - Management
		City				Holding Recon Date			21-Nov-2008
		Country			United States	Vote Deadline Date			15-Dec-2008
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	APPROVAL OF THE TERMS OF THE ENERGY TRANSFER PARTNERS, L.P. 2008 LONG-TERM INCENTIVE PLAN, WHICH PROVIDES FOR AWARDS OF OPTIONS TO PURCHASE THE PARTNERSHIP'S COMMON UNITS, AWARDS OF THE PARTNERSHIP'S RESTRICTED UNITS, AWARDS OF THE PARTNERSHIP'S PHANTOM UNITS, AWARDS OF THE PARTNERSHIP'S COMMON UNITS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For		For
		COMPANHIA VALE DO RIO DOCE
		Security			204412100	Meeting Type			Special
		Ticker Symbol			RIOPR	Meeting Date			29-Dec-2008
		ISIN			US2044121000	Agenda			932983869 - Management
		City				Holding Recon Date			05-Dec-2008
		Country			Brazil	Vote Deadline Date			19-Dec-2008
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	THE APPROVAL FOR THE PROTOCOL AND JUSTIFICATION OF THE CONSOLIDARION OF MINERACAO ONCA PUMA S.A. INTO VALE PURSUANT TO ARTICLES 224 AND 225 OF THE BRAZILIAN CORPORATE LAW.				Management	For		For
		02	TO RATIFY THE APPOINTMENT OF ACAL CONSULTORIA E AUDITOR S/S, THE EXPERTS HIRED TO APPRAISE THE VALUE OF MINERACAO ONCA PUMA S.A.				Management	For		For
		03	TO DECIDE ON THE APPRAISAL REPORT, PREPARED BY THE EXPERT APPRAISERS.				Management	For		For
		04	THE APPROVAL FOR THE CONSOLIDATION OF MINERACAO ONCA PUMA S.A. INTO VALE, WITHOUT A CAPITAL INCREASE OR THE ISSUANCE OF NEW VALE SHARES.				Management	For		For
		05	TO AMEND ARTICLE 1 OF VALE'S BY-LAWS IN ORDER TO REPLACE THE ACRONYM "CVRD" FOR "VALE" IN ACCORDANCE WITH THE NEW GLOBAL BRAND UNIFICATION.				Management	For		For
		06	TO ADJUST ARTICLES 5 AND 6 OF VALE'S BY-LAWS TO REFLECT THE CAPITAL INCREASE RESOLVED IN THE BOARD OF DIRECTORS MEETINGS HELD ON JULY 22, 2008 AND AUGUST 05, 2008.				Management	For		For
		COMPANHIA VALE DO RIO DOCE
		Security			204412209	Meeting Type			Special
		Ticker Symbol			RIO	Meeting Date			29-Dec-2008
		ISIN			US2044122099	Agenda			932983871 - Management
		City				Holding Recon Date			05-Dec-2008
		Country			Brazil	Vote Deadline Date			19-Dec-2008
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	THE APPROVAL FOR THE PROTOCOL AND JUSTIFICATION OF THE CONSOLIDARION OF MINERACAO ONCA PUMA S.A. INTO VALE PURSUANT TO ARTICLES 224 AND 225 OF THE BRAZILIAN CORPORATE LAW.				Management	For		For
		02	TO RATIFY THE APPOINTMENT OF ACAL CONSULTORIA E AUDITOR S/S, THE EXPERTS HIRED TO APPRAISE THE VALUE OF MINERACAO ONCA PUMA S.A.				Management	For		For
		03	TO DECIDE ON THE APPRAISAL REPORT, PREPARED BY THE EXPERT APPRAISERS.				Management	For		For
		04	THE APPROVAL FOR THE CONSOLIDATION OF MINERACAO ONCA PUMA S.A. INTO VALE, WITHOUT A CAPITAL INCREASE OR THE ISSUANCE OF NEW VALE SHARES.				Management	For		For
		05	TO RATIFY THE APPOINTMENT OF A MEMBER AND AN ALTERNATE OF THE BOARD OF DIRECTORS, DULY NOMINATED DURING THE BOARD OF DIRECTORS MEETINGS HELD ON APRIL 17, 2008 AND MAY 21, 2008 IN ACCORDANCE WITH SECTION 10 OF ARTICLE 11 OF VALE'S BY-LAWS.				Management	For		For
		06	AMEND ARTICLE 1 OF VALE'S BY-LAWS TO REPLACE THE ACRONYM "CVRD" FOR "VALE" IN ACCORDANCE WITH THE NEW GLOBAL BRAND UNIFICATION.				Management	For		For
		07	TO ADJUST ARTICLES 5 AND 6 OF VALE'S BY-LAWS TO REFLECT THE CAPITAL INCREASE RESOLVED IN THE BOARD OF DIRECTORS MEETINGS HELD ON JULY 22, 2008 AND AUGUST 05, 2008.				Management	For		For
		MONSANTO COMPANY
		Security			61166W101	Meeting Type			Annual
		Ticker Symbol			MON	Meeting Date			14-Jan-2009
		ISIN			US61166W1018	Agenda			932980534 - Management
		City				Holding Recon Date			17-Nov-2008
		Country			United States	Vote Deadline Date			13-Jan-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1A	ELECTION OF DIRECTOR: JANICE L. FIELDS				Management	For		For
		1B	ELECTION OF DIRECTOR: HUGH GRANT				Management	For		For
		1C	ELECTION OF DIRECTOR: C. STEVEN MCMILLAN				Management	For		For
		1D	ELECTION OF DIRECTOR: ROBERT J. STEVENS				Management	For		For
		02	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2009 FISCAL YEAR.				Management	For		For
		AIR PRODUCTS AND CHEMICALS, INC.
		Security			009158106	Meeting Type			Annual
		Ticker Symbol			APD	Meeting Date			22-Jan-2009
		ISIN			US0091581068	Agenda			932982918 - Management
		City				Holding Recon Date			28-Nov-2008
		Country			United States	Vote Deadline Date			21-Jan-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	MARIO L. BAEZA				For		For
			2	EDWARD E. HAGENLOCKER				For		For
			3	JOHN E. MCGLADE				For		For
			4	CHARLES H. NOSKI				For		For
		02	APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. RATIFICATION OF APPOINTMENT OF KPMG LLP, AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2009.				Management	For		For
		FOSTER WHEELER LTD.
		Security			G36535139	Meeting Type			Special
		Ticker Symbol			FWLT	Meeting Date			27-Jan-2009
		ISIN			BMG365351391	Agenda			932986788 - Management
		City				Holding Recon Date			15-Dec-2008
		Country			United States	Vote Deadline Date			26-Jan-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	APPROVAL OF THE SCHEME OF ARRANGEMENT ATTACHED TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX A.				Management	For		For
		02	APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE SCHEME OF ARRANGEMENT.				Management	For		For
		THE SHAW GROUP INC.
		Security			820280105	Meeting Type			Annual
		Ticker Symbol			SGR	Meeting Date			28-Jan-2009
		ISIN			US8202801051	Agenda			932987336 - Management
		City				Holding Recon Date			05-Dec-2008
		Country			United States	Vote Deadline Date			27-Jan-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	J.M. BERNHARD, JR.				For		For
			2	JAMES F. BARKER				Withheld		Against
			3	THOS. E. CAPPS				Withheld		Against
			4	DANIEL A. HOFFLER				Withheld		Against
			5	DAVID W. HOYLE				Withheld		Against
			6	MICHAEL J. MANCUSO				Withheld		Against
			7	ALBERT D. MCALISTER				Withheld		Against
		02	PROPOSAL TO APPROVE THE ADOPTION THE SHAW GROUP INC. 2008 OMNIBUS INCENTIVE PLAN.				Management	For		For
		03	PROPOSAL TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2009.				Management	For		For
		04	IF IT IS PROPERLY PRESENTED AT THE ANNUAL MEETING, THE SHAREHOLDER PROPOSAL REGARDING CERTAIN EXECUTIVE AGREEMENTS DESCRIBED IN THE PROXY STATEMENT.				Shareholder	For		Against
		05	TRANSACT SUCH OTHER BUSINESS, INCLUDING ACTION ON SHAREHOLDER PROPOSALS, AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF.				Management	Against		Against
		CORE LABORATORIES N.V.
		Security			N22717107	Meeting Type			Special
		Ticker Symbol			CLB	Meeting Date			29-Jan-2009
		ISIN			NL0000200384	Agenda			932989049 - Management
		City				Holding Recon Date			24-Dec-2008
		Country			United States	Vote Deadline Date			28-Jan-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	AUTHORIZATION OF MANAGEMENT BOARD TO REPURCHASE UP TO 25.6% OF OUR ISSUED SHARE CAPITAL UNTIL JULY 29, 2010.				Management	For		For
		COMPANHIA ENERGETICA DE MINAS GERAIS
		Security			P2577R110	Meeting Type			ExtraOrdinary General Meeting
		Ticker Symbol				Meeting Date			05-Mar-2009
		ISIN			BRCMIGACNPR3	Agenda			701817439 - Management
		City			BELO HORIZONTE	Holding Recon Date			03-Mar-2009
		Country			Brazil	Vote Deadline Date			03-Mar-2009
		SEDOL(s)			2192712 - 7400153 - B06V976 - B1YBRG0 - B1YCCV3 - B1YCS26 - B2QHFV4	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
			PLEASE NOTE THAT VOTES IN FAVOR 'AND' AGAINST IN THE SAME AGENDA ITEM ARE NOT-ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/OR ABSTAIN ARE ALLO-WED. THANK YOU.				Non-Voting
			PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE ON ITEM 1 ONLY. THANK YOU.				Non-Voting
		1.	Approve to change the composition of the Board of Directors as a result of the resignations, in accordance with the correspondence filed at the Company				Management	Against		Against
		2.	Orientation of the vote for the representative of Companhia Energetica De Mina-s Gerais in the EGM of shareholders of Cemig Distribuicao S.A., and Cemig Gera-cao E Transmissao S.A., to be held on 05 MAR 2009				Non-Voting
		USINAS SIDERURGICAS DE MINAS GERAIS S A -USIMINAS
		Security			P9632E125	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			25-Mar-2009
		ISIN			BRUSIMACNOR3	Agenda			701841769 - Management
		City			BELO HORIZONTE	Holding Recon Date			23-Mar-2009
		Country			Brazil	Vote Deadline Date			23-Mar-2009
		SEDOL(s)			2193696 - B1WSXV0	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
			PLEASE NOTE THAT VOTES IN FAVOR AND AGAINST IN THE SAME AGENDA ITEM ARE NOT AL-LOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/OR ABSTAIN ARE ALLOWE-D. THANK YOU.				Non-Voting
			PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE-THE NAME OF THE CANDIDATE TO BE ELECTED. IF INXS TO VOTE ON THIS ITEM IS RECE-IVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGAIN-ST OF THE DEFAULT COMPANY'S CANDIDATE. THANK YOU.				Non-Voting
		1.	Approve to take knowledge of the Directors accounts, to examine, discuss and approve the Company's consolidated financial statements and the annual report for the FYE 31 DEC 2008				Management	For		For
		2.	Approve the allocation of the net profits for the FY and ratification of the early distribution of interest over capital, intermediate and complementary, and of dividends, as well the proposal for the capital budget for the year 2009				Management	For		For
		3.	Approve to set the total annual amount of remuneration of the Members of the Board of Directors				Management	For		For
		4.	Elect a full and alternate Member of the Board of Directors to serve the remainder of the term in office until the AGM for the year 2010, to replace Mr. Gabriel Stoliar and his respective alternate				Management	For		For
		5.	Elect the full and substitute members of the Finance Committee, and approve to set their remuneration				Management	For		For
		MANILA WATER COMPANY INC
		Security			Y56999108	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			30-Mar-2009
		ISIN			PHY569991086	Agenda			701809569 - Management
		City			MAKATI CITY	Holding Recon Date			20-Feb-2009
		Country			Philippines	Vote Deadline Date			13-Mar-2009
		SEDOL(s)			B0684C7 - B085VM5 - B085WF5	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1.	Approve to determine the quorum				Management	For		For
		2.	Approve the minutes of the meeting of stockholders on 31 MAR 2008				Management	For		For
		3.	Receive the annual report and approve the audited financial statements as of 31 DEC 2008				Management	For		For
		4.	Ratify all acts and resolutions during the preceding year of the Board of Directors, Executive Committee, Management Committees and officers				Management	For		For
		5.	Elect the Directors, including Independent Directors				Management	For		For
		6.	Elect the External Auditor and approve to fix its remuneration				Management	For		For
		7.	Other business				Non-Voting
		8.	Adjournment				Management	For		For
		AKER SOLUTIONS ASA
		Security			R0180X100	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			02-Apr-2009
		ISIN			NO0010215684	Agenda			701849828 - Management
		City			OSLO	Holding Recon Date			31-Mar-2009
		Country			Norway	Vote Deadline Date			23-Mar-2009
		SEDOL(s)			B00K980 - B00NKM0 - B05H7G0 - B1VLVW7 - B1VN2H5 - B1VVJ90 - B28DZW1 - B64SSQ3	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 540561 DUE TO ADDITION OF-RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.				Non-Voting
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
			MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR VOTE TO BE LODGED				Non-Voting
		1.	Opening of the AGM, including appointment of a person to Companies Act-sign the minutes together with the Chairman				Management	For		For
		2.	Approve the information regarding the business				Management	For		For
		3.	Approve Aker Solutions ASA and the group consolidated annual accounts for 2008 and the annual report, the Board of Director's proposes that a dividend on NOK 1.60 per share is paid for the FY 2008				Management	For		For
		4.	Approve the declaration regarding stipulation of salary and other remuneration to the executive Management of the Company				Management	For		For
		5.	Approve to stipulate the remuneration of the Board of Director's for 2008				Management	For		For
		6.	Approve to stipulate the remuneration to the Members of the Nomination Committee for 2008				Management	For		For
		7.	Approve remuneration to the Auditor's for 2008				Management	For		For
		8.	Elect Members to the Board of Director's				Management	For		For
		9.	Elect members to the Nomination Committee				Management	For		For
		10.	Approve to change the Articles of Association with regards to publication of notice of General Meeting				Management	For		For
		11.	Authorize the Board of Directors to purchase own shares				Management	For		For
		BANPU PUBLIC CO LTD
		Security			Y0697Z111	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			03-Apr-2009
		ISIN			TH0148010018	Agenda			701852445 - Management
		City			BANGKOK	Holding Recon Date			16-Mar-2009
		Country			Thailand	Vote Deadline Date			31-Mar-2009
		SEDOL(s)			5271500 - 6075864	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 538876 DUE TO DUE TO RECEI-PT OF NAMES OF THE DIRECTORS. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL-BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK Y-OU.				Non-Voting
		1.	Approve the minutes of previous AGM				Management	For		For
		2.	Approve to accept Company's 2008 performance result				Management	For		For
		3.	Approve to accept financial statements and statutory reports				Management	For		For
		4.	Approve to allocate the income and payment of dividend of THB 12 per share				Management	For		For
		5.1.1	Elect Mr. Soonthorn Vongkusolkit as a Director				Management	For		For
		5.1.2	Elect Mr. Vitoon Vongkusolkit as a Director				Management	For		For
		5.1.3	Elect Mr. Anothai Techamontrikul as a Director				Management	For		For
		5.1.4	Elect Mr. Ongart Auapinyakul asDirector				Management	For		For
		5.2	Approve the remuneration of the Directors				Management	For		For
		6.	Approve the PricewaterhouseCoopers ABAS as the Auditors and authorize the Board to fix their remuneration				Management	For		For
		7.	Other businesses [if any]				Management	For		Against
		COMPANHIA VALE DO RIO DOCE
		Security			204412100	Meeting Type			Special
		Ticker Symbol			RIOPR	Meeting Date			16-Apr-2009
		ISIN			US2044121000	Agenda			933027941 - Management
		City				Holding Recon Date			23-Mar-2009
		Country			Brazil	Vote Deadline Date			07-Apr-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		O1A	APPRECIATION OF THE MANAGEMENTS' REPORT AND ANALYSIS, DISCUSSION AND VOTE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008				Management	For		For
		O1B	PROPOSAL FOR THE DESTINATION OF PROFITS OF THE SAID FISCAL YEAR AND APPROVAL OF THE INVESTMENT BUDGET FOR VALE				Management	For		For
		O1C	APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS V				Management	For		For
		O1D	APPOINTMENT OF THE MEMBERS OF THE FISCAL COUNCIL				Management	For		For
		O1E	ESTABLISHMENT OF THE REMUNERATION OF THE SENIOR MANAGEMENT AND FISCAL COUNCIL MEMBERS				Management	For		For
		E2A	TO CHANGE THE LEGAL NAME OF THE COMPANY TO "VALE S.A.", WITH THE CONSEQUENT AMENDMENT OF ARTICLE 1 OF VALE'S BY-LAWS IN ACCORDANCE WITH THE NEW GLOBAL BRAND UNIFICATION				Management	For		For
		E2B	TO ADJUST ARTICLE 5 OF VALE'S BY-LAWS TO REFLECT THE CAPITAL INCREASE RESOLVED IN THE BOARD OF DIRECTORS MEETINGS HELD ON JULY 22, 2008 AND AUGUST 05, 2008				Management	For		For
		MAGELLAN MIDSTREAM HOLDINGS L.P.
		Security			55907R108	Meeting Type			Annual
		Ticker Symbol			MGG	Meeting Date			23-Apr-2009
		ISIN			US55907R1086	Agenda			933006492 - Management
		City				Holding Recon Date			24-Feb-2009
		Country			United States	Vote Deadline Date			22-Apr-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	PATRICK C. EILERS				For		For
		CELANESE CORPORATION
		Security			150870103	Meeting Type			Annual
		Ticker Symbol			CE	Meeting Date			23-Apr-2009
		ISIN			US1508701034	Agenda			933008775 - Management
		City				Holding Recon Date			02-Mar-2009
		Country			United States	Vote Deadline Date			22-Apr-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1A	ELECTION OF DIRECTOR: MR. JAMES E. BARLETT				Management	For		For
		1B	ELECTION OF DIRECTOR: MR. DAVID F. HOFFMEISTER				Management	For		For
		1C	ELECTION OF DIRECTOR: MR. PAUL H. O'NEILL				Management	For		For
		02	TO RATIFY THE SELECTION OF KPMG LLP ("KPMG") AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.				Management	For		For
		03	TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE THE 2009 GLOBAL INCENTIVE PLAN.				Management	For		For
		04	TO CONSIDER AND VOTE ON A PROPOSAL TO APPROVE THE 2009 EMPLOYEE STOCK PURCHASE PLAN.				Management	For		For
		CROWN HOLDINGS, INC.
		Security			228368106	Meeting Type			Annual
		Ticker Symbol			CCK	Meeting Date			23-Apr-2009
		ISIN			US2283681060	Agenda			933017180 - Management
		City				Holding Recon Date			10-Mar-2009
		Country			United States	Vote Deadline Date			22-Apr-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	JENNE K. BRITELL				For		For
			2	JOHN W. CONWAY				For		For
			3	ARNOLD W. DONALD				For		For
			4	WILLIAM G. LITTLE				For		For
			5	HANS J. LOLIGER				For		For
			6	THOMAS A. RALPH				For		For
			7	HUGUES DU ROURET				For		For
			8	ALAN W. RUTHERFORD				For		For
			9	JIM L. TURNER				For		For
			10	WILLIAM S. URKIEL				For		For
		02	TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009, WHICH THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS.				Management	For		For
		ROCKWOOD HOLDINGS, INC.
		Security			774415103	Meeting Type			Annual
		Ticker Symbol			ROC	Meeting Date			23-Apr-2009
		ISIN			US7744151033	Agenda			933020098 - Management
		City				Holding Recon Date			04-Mar-2009
		Country			United States	Vote Deadline Date			22-Apr-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	NANCE DICCIANI				For		For
			2	J. KENT MASTERS				For		For
		02	TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS ROCKWOOD'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2009.				Management	For		For
		03	TO APPROVE THE 2009 ROCKWOOD HOLDINGS, INC. STOCK INCENTIVE PLAN.				Management	For		For
		04	TO APPROVE THE 2009 ROCKWOOD HOLDINGS, INC. SHORT-TERM INCENTIVE PLAN.				Management	For		For
		OWENS-ILLINOIS, INC.
		Security			690768403	Meeting Type			Annual
		Ticker Symbol			OI	Meeting Date			23-Apr-2009
		ISIN			US6907684038	Agenda			933028361 - Management
		City				Holding Recon Date			24-Feb-2009
		Country			United States	Vote Deadline Date			22-Apr-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	GARY F. COLTER				For		For
			2	DAVID H.Y. HO				For		For
			3	CORBIN A. MCNEILL, JR.				Withheld		Against
			4	HELGE H. WEHMEIER				For		For
		02	RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.				Management	For		For
		03	APPROVE THE SECOND RESTATED CERTIFICATE OF INCORPORATION INCREASING THE MAXIMUM AUTHORIZED NUMBER OF DIRECTORS FROM ELEVEN TO TWELVE.				Management	For		For
		04	APPROVE THE AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2005 INCENTIVE AWARD PLAN WHICH, AMONG OTHER THINGS, INCREASES THE NUMBER OF SHARES AVAILABLE UNDER SUCH PLAN BY 9,000,000, EXTENDS THE TERM OF THE PLAN UNTIL MARCH 2019 AND CONTINUES TO ALLOW GRANTS UNDER THE PLAN TO QUALIFY AS PERFORMANCE BASED FOR PURPOSES OF IRC SECTION 162(M).				Management	For		For
		CIA SANEAMENTO MINAS GERAIS SA
		Security			P28269101	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			28-Apr-2009
		ISIN			BRCSMGACNOR5	Agenda			701900474 - Management
		City			BELO HORIZONTE	Holding Recon Date			24-Apr-2009
		Country			Brazil	Vote Deadline Date			21-Apr-2009
		SEDOL(s)			B0YBZJ2 - B1BYFV3	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
			PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST" IN THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED. THANK YOU				Non-Voting
			PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE-THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM-IS RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR-OR AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK YOU.				Non-Voting
		I.	Approve to take knowledge of the Directors' accounts, to examine, discuss and the financial statements for the FYE 31 DEC 2008				Management	For		For
		II.	Approve the allocation of the net profit for the FYE on 31 DEC 2008, with the retention of part of the net profit for reinvestment, payment of interest over own capital, to be imputed to the amount of the minimum mandatory dividend				Management	Against		Against
		III.	Approve the investment plan of Copasa MG, under the terms of Article 196 2 of Federal Law 6404 76				Management	For		For
		IV.	Elect the Members of the Board of Directors and Finance Committee				Management	For		For
		CIA SANEAMENTO MINAS GERAIS SA
		Security			P28269101	Meeting Type			ExtraOrdinary General Meeting
		Ticker Symbol				Meeting Date			28-Apr-2009
		ISIN			BRCSMGACNOR5	Agenda			701900525 - Management
		City			BELO HORIZONTE	Holding Recon Date			24-Apr-2009
		Country			Brazil	Vote Deadline Date			21-Apr-2009
		SEDOL(s)			B0YBZJ2 - B1BYFV3	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
			PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST" IN THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED. THANK YOU.				Non-Voting
		I.	Amend the Corporate Bylaws of the Company, in accordance with, 1) Article 1 to Article 4, to adapt to the provisions of State Law Number 17945 of 22 DEC 2008, 2) Article 5, of the share capital of the Company, arising from the conversion of the debentures, second issuance, into common shares, and 3) Article 21, Line 'R' so that it now reads with the following wording Article 21 the Board of Directors has the power to Line 'R' propose for discussion by the general meeting the distribution of dividends and/or interest on own capital and the allocation to be given to the remaining balance of the profits from each FY, this including the share of the employees in the profits				Management	For		For
		II.	Approve the COPASA MG Dividends Policy				Management	Against		Against
		III.	Approve to set the total annual remuneration for the Members of the Board of Directors, Finance Committee, and for the Executive Committee				Management	For		For
		IV.	Approve the instatement of the bid process for the contracting of the expansion and improvement works of Estacao De Tratamento De Esgotos Da Bacia Do Ribeirao Arrudes ,Ete Arrudas, for the average, secondary treatment capacity of 3.375m3/s, in the amount of up to BRL 162,300,000.00				Management	For		For
		V.	Approve the negotiation and contracting of finance from the German Bank KFW, relating to the implementation of projects and services to treat the pollution at BACIA Do Rio Paraopeba, in the amount of EUR 100,000,000.00, which, added to the counter payment of the Company in the amount of EUR 20,000,000.00, constitute the amount of EUR 120,000,000.00				Management	For		For
		VI.	Approve the donation, by return, of the following real estate improperly donated to the Company lot 1 of block 3, in the neighborhood of Veredas Da Serra, in Gouveia, in the state of Minas Gerais				Management	For		For
		VII.	Approve the donation, by return, to the municipality of Augusto De Lima, of the following real estate area of well c 02, easement strips for well c 02 at highway BR 135, in Augusto De Lima, state of Minas Gerais				Management	For		For
		FMC CORPORATION
		Security			302491303	Meeting Type			Annual
		Ticker Symbol			FMC	Meeting Date			28-Apr-2009
		ISIN			US3024913036	Agenda			933016049 - Management
		City				Holding Recon Date			03-Mar-2009
		Country			United States	Vote Deadline Date			27-Apr-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1A	ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR TERM EXPIRING IN 2012: PATRICIA A. BUFFLER				Management	For		For
		1B	ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR TERM EXPIRING IN 2012: G. PETER D'ALOIA				Management	For		For
		1C	ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR TERM EXPIRING IN 2012: C. SCOTT GREER				Management	For		For
		1D	ELECTION OF CLASS II DIRECTOR FOR A THREE-YEAR TERM EXPIRING IN 2012: PAUL J. NORRIS				Management	For		For
		1E	ELECTION OF CLASS III DIRECTOR FOR A ONE-YEAR TERM EXPIRING IN 2010: DIRK A. KEMPTHORNE				Management	For		For
		02	RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.				Management	For		For
		CONSOL ENERGY INC.
		Security			20854P109	Meeting Type			Annual
		Ticker Symbol			CNX	Meeting Date			28-Apr-2009
		ISIN			US20854P1093	Agenda			933021367 - Management
		City				Holding Recon Date			05-Mar-2009
		Country			United States	Vote Deadline Date			27-Apr-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	JOHN WHITMIRE				For		For
			2	J. BRETT HARVEY				For		For
			3	JAMES E. ALTMEYER, SR.				For		For
			4	PHILIP W. BAXTER				For		For
			5	WILLIAM E. DAVIS				For		For
			6	RAJ K. GUPTA				For		For
			7	PATRICIA A. HAMMICK				For		For
			8	DAVID C. HARDESTY, JR.				For		For
			9	JOHN T. MILLS				For		For
			10	WILLIAM P. POWELL				For		For
			11	JOSEPH T. WILLIAMS				For		For
		02	RATIFICATION OF ANTICIPATED SELECTION OF INDEPENDENT AUDITOR: ERNST & YOUNG LLP.				Management	For		For
		03	CONSOL ENERGY INC. AMENDMENT AND RESTATEMENT OF EQUITY INCENTIVE PLAN.				Management	For		For
		04	SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING.				Shareholder	For		Against
		05	SHAREHOLDER PROPOSAL REGARDING EARLY DISCLOSURE OF VOTING RESULTS OF SHAREHOLDER PROPOSALS.				Shareholder	For		Against
		COMPANHIA ENERGETICA DE MINAS GERAIS
		Security			P2577R110	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			29-Apr-2009
		ISIN			BRCMIGACNPR3	Agenda			701857128 - Management
		City			BELO HORIZONTE	Holding Recon Date			27-Apr-2009
		Country			Brazil	Vote Deadline Date			21-Apr-2009
		SEDOL(s)			2192712 - 7400153 - B06V976 - B1YBRG0 - B1YCCV3 - B1YCS26 - B2QHFV4	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
			PLEASE NOTE THAT VOTES 'IN FAVOR' AND 'AGAINST' IN THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/OR ABSTAIN ARE AL-LOWED. THANK YOU.				Non-Voting
			PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE-THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM-IS RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR-OR AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK YOU.				Non-Voting
			PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE ON ITEMS 4 AND 5				Non-Voting
		1.	To examine, discuss and approve the Board of Directors report and financial st-atements for the FYE 31 DEC 2008 as well as the respective complementary docum-ents				Non-Voting
		2.	Allocation of the net profit from the 2008 FY, in the amount of BRL 1.887.035,-and from the balance of the heading of accumulated profit, in the amount of B-RL 17,877,000 in accordance wit h that which is provided for in Article 192 of-Law 6404 of 15 DEC 1975, as amended				Non-Voting
		3.	To set the manner and date for payment of interest on own capital and dividend-s of BRL 943.518				Non-Voting
		4.	Elect the Members and Substitute Members of the Finance Committee and approve to set their remuneration				Management	For		For
		5.	Elect the Members and Substitute Members of the Board of Directors				Management	For		For
		SGL CARBON SE, WIESBADEN
		Security			D6949M108	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			29-Apr-2009
		ISIN			DE0007235301	Agenda			701858788 - Management
		City			WIESBADEN	Holding Recon Date			07-Apr-2009
		Country			Germany	Vote Deadline Date			15-Apr-2009
		SEDOL(s)			4818351 - B02NW11 - B28MFV7	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			AS A CONDITION OF VOTING, GERMAN MARKET REGULATIONS REQUIRE THAT YOU DISCLOSE-WHETHER YOU HAVE A CONTROLLING OR PERSONAL INTEREST IN THIS COMPANY. SHOULD EI-THER BE THE CASE, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE SO THAT WE-MAY LODGE YOUR INSTRUCTIONS ACCORDINGLY. IF YOU DO NOT HAVE A CONTROLLING OR- PERSONAL INTEREST, SUBMIT YOUR VOTE AS NORMAL. THANK YOU.				Non-Voting
			PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 08 APR 2009 , WHEREA-S THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. TH-IS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE G-ERMAN LAW. THANK YOU.				Non-Voting
		1.	Presentation of the financial statements and annual report for the 2008 FY wit-h the report of the Supervisor Board, the group financial statements and annua-l report, and the report pursuant to Sections 289(4) and 315(4) of the German-Commercial Code				Non-Voting
		2.	Resolution on the appropriation of the distributable profit of EUR 90,775,000 as follows: EUR 45,387,500 shall be allocated to the revenue reserve EUR 45,387,500 shall be carried forward				Management	Against		Against
		3.	Ratify the acts of the Board of Managing Director				Management	For		For
		4.	Ratification of the acts of the Supervisor Board				Management	For		For
		5.	Appoint the Auditors for the 2009 FY: Ernst + Young AG, Frankfurt				Management	For		For
		6.	Elect Messer: Helmut Jodl, Michael Pfeiffer, Marek Plata, Josef Scherer, Stuart Skinner, Heinz Will as the Supervisor Board the representatives and elect Messer: Markus Stettenberger, Juergen Kerner, Malgorzata Pasikowska, Josef Jung, Bob McClymont, Franz Mehle as the Supervisor Board of their substitutes				Management	For		For
		7	Authorized the capital I, and the correspondent amendments to the Articles of Association The existing authorized capital I shall be revoked, the Board of MDs shall be authorized, with the consent of the Supervisor Board, to increase the share capital by up to EUR 52,736,000 through the issue of up to 20,600,000 new bearer shares against payment in cash and/or kind, on or before 28 APR 2014 Shareholders shall be granted subscription rights, except for residual amounts, for the issue of up to 350,000 shares within the scope of the company’s Matching Share Plan, and for the issue of shares for acquisition purposes				Management	Against		Against
		8.	Approve the resolution on the reduction of the contingent capital, and the correspondent amendment to the Articles of Association The current contingent capital shall be reduced to EUR 16,640,000				Management	For		For
		9.	Authorize the issue conversion and/or warrant bonds, creation of further contingent capital, and the correspondent amendments to the Articles of Association The Board of MDs shall be authorized, with the consent of the Supervisor Board to issue bonds of up to EUR 800,000,000, conferring a conversion or option right for new shares of the company, on or before 28 APR 2014 Shareholders shall be granted subscription rights, except for the issue of bonds at a price not materially below their theoretical market value, for residual amounts, and for the granting of such rights to other bondholders the share capital shall be increased accordingly by up to EUR 51,200,000 through the issue of up to 20,000,000 new shares, insofar as conversion or option rights are exercised				Management	Against		Against
		10.	Authorize to grant Stock Appreciation Rights, the creation of contingent capital, and the correspondent amendments to the Articles of Association the share capital shall be increased by up to EUR 5,376,000 through the issue of up to 2,100,000 new shares, insofar as Stock Appreciation Rights are issued and exercised The company shall be authorized to issue the above mentioned SARs to its own and its affiliates executives and top managers, between 01 JAN 2010 and 31 DEC 2014 entitled to vote are those shareholders of record on 08 APR 2009, who provide written evidence of such holding and who register with the company on or before 22 APR 2009 If you wish us to exercise your voting right on your behalf, please send us your instructions by 8 a.m. Frankfurt time on 21 APR 2009				Management	Against		Against
			COUNTER PROPOSALS HAVE BEEN RECEIVED FOR THIS MEETING. A LINK TO THE COUNTER P-ROPOSAL INFORMATION IS AVAILABLE IN THE MATERIAL URL SECTION OF THE APPLICATIO-N. IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEN-D AND VOTE YOUR SHARES AT THE COMPANYS MEETING.				Non-Voting
		SUZANO PAPEL E CELULOSE S A
		Security			P06768165	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			29-Apr-2009
		ISIN			BRSUZBACNPA3	Agenda			701906197 - Management
		City			BRAZIL	Holding Recon Date			27-Apr-2009
		Country			Brazil	Vote Deadline Date			22-Apr-2009
		SEDOL(s)			B02GKF0 - B02GR59 - B069FD8 - B06V932 - B1VSYR4	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
			PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE-THE NAME OF THE CANDIDATE TO BE ELE CTED. IF INXS TO VOTE ON THIS ITEM IS REC-EIVED WITHOUT A CANDIDATE'S N AME, YOUR VOTE WILL BE PROCESSED IN FAVOR OR AGA-INST OF THE DEFAULT CO MPANY'S CANDIDATE. THANK YOU.				Non-Voting
			PLEASE NOTE THAT VOTES IN FAVOR 'AND' AGAINST IN THE SAME AGENDA ITEM ARE NOT-ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AG AINST AND/ OR ABSTAIN ARE AL-LOWED. THANK YOU.				Non-Voting
		1.	Approve the Board of Directors' report, the Company's consolidated financial s-tatements and of the Finance Committee opinion report for the FYE 31 DEC 2008				Non-Voting
		2.	Destination of the YE results of 2008				Non-Voting
			PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE ON ITEM 3 ONLY. THANK YOU.				Non-Voting
		3.	Elect the Members of the Finance Committee and approve to set their remuneration				Management	Against		Against
		4.	To set the Directors and Board of Directors remuneration				Non-Voting
		BRADESPAR SA
		Security			P1808W104	Meeting Type			MIX
		Ticker Symbol				Meeting Date			29-Apr-2009
		ISIN			BRBRAPACNPR2	Agenda			701921000 - Management
		City			TBA	Holding Recon Date			27-Apr-2009
		Country			Brazil	Vote Deadline Date			22-Apr-2009
		SEDOL(s)			2571634 - 7168547 - B01SCS4 - B01SDG9 - B04S8V6	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
			PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE-THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM-IS RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR-OR AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK YOU.				Non-Voting
			PLEASE NOTE THAT VOTES IN FAVOR 'AND' AGAINST IN THE SAME AGENDA ITEM ARE NOT-ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/OR ABSTAIN ARE ALLO-WED. THANK YOU.				Non-Voting
			PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE ON ITEM 5 AND 6 ONLY. THANK Y-OU.				Non-Voting
		1.	Amend the Articles				Non-Voting
		2.	Transfer funds from one reserve account to another annual meeting agenda				Non-Voting
		3.	Accept financial statements and statutory reports for FYE 31 DEC 2008				Non-Voting
		4.	Approve allocation of income and dividends				Non-Voting
		5.	Elect the Directors				Management	Against		Against
		6.	Elect the Fiscal Council Members and approve their remuneration				Management	Against		Against
		7.	Approve remuneration of Executive Officers and Non-Executive Directors				Non-Voting
		SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
		Security			833635105	Meeting Type			Annual
		Ticker Symbol			SQM	Meeting Date			29-Apr-2009
		ISIN			US8336351056	Agenda			933054811 - Management
		City				Holding Recon Date			09-Apr-2009
		Country			Cote D'ivoire	Vote Deadline Date			24-Apr-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	BALANCE SHEET, AUDITED FINANCIAL STATEMENTS, ANNUAL REPORT, REPORT OF THE ACCOUNTING INSPECTORS AND REPORT OF THE EXTERNAL AUDITORS FOR THE BUSINESS YEAR ENDED DECEMBER 31, 2008.				Management	For
		02	APPOINTMENT OF THE EXTERNAL AUDITORS AND ACCOUNTING INSPECTORS OF THE COMPANY FOR THE 2009 BUSINESS YEAR.				Management	For
		03	OPERATIONS REFERRED TO IN ARTICLE 44 OF LAW NO 18,046 ("LAW OF CORPORATIONS" OF CHILE).				Management	For
		04	INVESTMENT AND FINANCING POLICIES.				Management	For
		05	NET INCOME FOR THE YEAR 2008, FINAL DIVIDEND DISTRIBUTION AND POLICY ON FUTURE DIVIDENDS.				Management	For
		06	EXPENSES OF THE BOARD OF DIRECTORS DURING THE 2008 BUSINESS YEAR.				Management	For
		07	COMPENSATION FOR THE MEMBERS OF THE BOARD.				Management	For
		08	ISSUES RELATED TO THE AUDIT AND DIRECTORS' COMMITTEES.				Management	Against
		09	OTHER MATTERS THAT MAY CORRESPOND IN ACCORDANCE WITH THE LAW.				Management	Against
		STRAITS ASIA RESOURCES LTD
		Security			Y81705108	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			30-Apr-2009
		ISIN			SG1U11932563	Agenda			701884202 - Management
		City			SINGAPORE	Holding Recon Date			28-Apr-2009
		Country			Singapore	Vote Deadline Date			22-Apr-2009
		SEDOL(s)			B1FT4X9 - B1N93W3 - B1TRYV7	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1.	Receive and adopt the Directors report and the audited accounts of the Company for the YE 31 DEC 2008 together with the Auditors report thereon				Management	For		For
		2.	Declare a final dividend of 2.18 US cents per share [equivalent to approximately Singapore 3.30 cents per share], tax exempt for the YE 31 DEC 2008				Management	For		For
		3.	Re-elect Mr. Milan Jerkovic as a Director of the Company, who retires pursuant to Articles 94 and 100 of the Company's Articles of Association				Management	For		For
		4.	Re-elect Dr Chua Yong Hai as a Director of the Company, who retires pursuant to Articles 94 and 100 of the Company's Articles of Association				Management	For		For
		5.	Approve the payment of Directors fees of up to SGD 400,000 payable by the Company for the YE 31 DEC 2009				Management	For		For
		6.	Re-appoint Messrs PricewaterhouseCoopers as the Company's Auditors and authorize the Directors to fix their remuneration				Management	For		For
			Transact any other business				Non-Voting
		7.	Authorize the Directors of the Company, pursuant to Section 161 of the Companies Act, Chapter 50 [''CA''] and the rule guidelines and measures issued by the Singapore Exchange Securities Trading Limited [the SGX-ST]: (i) issue shares in the capital of the Company [''shares'']; or (ii) convertible securities; or (iii) additional convertible securities issued pursuant to adjustments; or (iv) shares arising from the conversion of the securities in (ii) and (iii) above, [whether by way of rights, bonus or otherwise or in pursuance of any offer, agreement or option made or granted by the Directors during the continuance of this authority or thereafter] at any time and upon such terms and conditions and for such purposes and to such persons as the Directors may in their absolute discretion deem fit [notwithstanding the authority conferred by this resolution may have ceased to be in force], provided that: the aggregate number of shares to be issued pursuant to this resolution [including shares to be issued in pursuance of convertible securities made or granted pursuant to this resolution does not (i) in the case of a renounceable rights issue, exceed 100% of the total number of issued shares [excluding treasury shares] in the capital of the Company [as calculated in accordance with sub-paragraph (2) below] [''Issued Shares'']; and (ii) in all other cases, exceed 50% of the total number of Issued shares provided that the aggregate number of shares to be issued other than on a pro rata basis to shareholders of the Company [including shares to be issued in pursuance of convertible securities made or granted pursuant to this resolution] does not exceed 20% of the total number of issued shares; [subject to such manner of calculation as may be prescribed by the SGX-ST] for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above, the				Management	For		For
			percentage of Issued Shares shall be based on the total number of issued shares [excluding treasury shares]in the capital of the Company at the time this Resolution is passed, after adjusting for: (i) new shares arising from the conversion or exercise of any convertible securities; (ii) [where applicable] new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of the passing of this Resolution, provided the options or awards were granted in compliance with the Listing Manual; and (iii) any subsequent bonus issue, consolidation or subdivision of shares; 3) in exercising the authority conferred by this Resolution, the Company shall comply with the rules, guidelines and measures issued by the SGX-ST for the time being in force [unless such compliance has been waived by the SGX-ST] and the Articles of Association for the time being of the Company; [Authority expires whichever is earlier of the next AGM of the C ompany or the date by which the next AGM of the Company is required by law to be held]
		8.	Authorize the Directors of the Company, pursuant to the share issue mandate in Resolution 7 above being obtained to issue new shares in the capital of the Company other than on a pro-rata basis to shareholders of the Company at an issue price per new share which shall be determined by the Directors in their absolute discretion provided that such price shall not represent more than a 20% discount to the weighted average price per share determined in accordance with the requirements of the SGX-ST				Management	For		For
		9.	Authorize the Directors of the Company, pursuant to Section 161 of the CA, to offer and grant option under the rules of the straits employee share option plan [''Option Plan''] and to issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the exercise of the options granted under the Option Plan, and that such shares may be issued notwithstanding this authority has ceased to be in force so long as the shares are issued pursuant to an offer or grant of options made while this authority was in force, provided always that the aggregate number of shares to be issued under this Option Plan and all other share option, share incentive, performance share or restricted share plans implemented				Management	For		For
		10.	Authorize the Directors, pursuant to Section 161 of the CA, to allot and issue from time to time such number of shares in the capital of the Company as may be required to be issued pursuant to the Straits Executive Shares Acquisition Plan, provided always that the aggregate number of shares to be issued pursuant to the Acquisition Plan and all other share option, share incentive, performance share or restricted share plans implemented by the Company shall not 15% of the issued shares in the capital of the Company excluding treasury shares for the time being				Management	For		For
		11.	Approve, for the purposes of Chapter 9 of the Listing Manual, to renew the mandate for the Company and its subsidiaries, or any of them to enter into any of the transactions falling within the types of Interested Person Transactions as specified in the Company's addendum to shareholders dated 06 APR 2009 being an addendum to the Annual Report of the Company for the FYE 31 DEC 2008 [the ''Addendum''] with any party who falls within the class of Interested Persons described in the Addendum, provided that such transactions are carried out in the normal course of business, at arms length and on commercial terms and in accordance with the guidelines of the Company for Interested Person Transactions as specified in the Addendum [the				Management	For		For
			Shareholders Mandate]; and authorize the Directors to complete and do all such acts and things [including executing all such documents as may be required] they may consider necessary, desirable or expedient to give effect to the Shareholder's Mandate; [Authority expires the earlier of the next AGM of the Company or the date by which the next AGM of the Company is required by law to be held]
		12.	Authorize the Directors to allot and issue up to 500,000 ordinary shares in the capital of the Company to Mr. Richard Ong Chui Chat [the Chief Executive Officer and an Executive Director of the Company] in accordance with the terms specified in the Addendum; and to do all things necessary or appropriate to give effect to this Resolution as he may deem fit				Management	For		For
		USINAS SIDERURGICAS DE MINAS GERAIS S A -USIMINAS
		Security			P9632E125	Meeting Type			ExtraOrdinary General Meeting
		Ticker Symbol				Meeting Date			30-Apr-2009
		ISIN			BRUSIMACNOR3	Agenda			701902961 - Management
		City			BELO HORIZONTE	Holding Recon Date			28-Apr-2009
		Country			Brazil	Vote Deadline Date			23-Apr-2009
		SEDOL(s)			2193696 - B1WSXV0	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
			PLEASE NOTE THAT VOTES 'IN FAVOR' AND "AGAINST" IN THE SAME AGENDA ITEM ARE NO-T ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE A-LLOWED. THANK YOU.				Non-Voting
			PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE-THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTION TO VOTE ON THIS ITEM-IS RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR O-R AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK YOU.				Non-Voting
		1.	Approve the protocol and justification instrument protocol for the merger of Companhia Siderurgica Paul Ista Cosipa, with its headquarters in the state Sao Paulo, into the assets of the Company				Management	For		For
		2.	Approve the choice of the Company PricewaterhouseCoopers Auditores Independentes as being responsible for the valuations of the net worth of the Companies to be merged into Usiminas and the valuation reports prepared by that Auditing Company				Management	For		For
		3.	Approve the merger of the Companies referred to, by the Board of Directors of the Company, in a meeting on 18 FEB 2009, with the consequent extinction of the Companies being merged				Management	For		For
		4.	Authorize the Executive Committee to do the Administrative Acts resulting from the decisions of the general meeting called here				Management	For		For
		5.	Ratify the appointment of a Full and Alternate Member of the Board of Directors of Usiminas to serve out the term in office until the 2010 AGM, in accordance with a resolution approved at the meeting of the Board of Directors held on 13 APR 2009				Management	For		For
		COMPANHIA ENERGETICA DE SAO PAULO
		Security			P25784193	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			30-Apr-2009
		ISIN			BRCESPACNPB4	Agenda			701905993 - Management
		City			SAO PAULO	Holding Recon Date			28-Apr-2009
		Country			Brazil	Vote Deadline Date			23-Apr-2009
		SEDOL(s)			B17MHG0 - B1NPCX5	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
			PLEASE NOTE THAT THE VOTES IN FAVOR 'AND' AGAINST IN THE SAME AGENDA ITEM ARE-NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/OR ABSTAIN ARE-ALLOWED. THANK YOU.				Non-Voting
			PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE-THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM-IS RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR-OR AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK YOU.				Non-Voting
			PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE ON ITEMS 4 AND 5 ONLY. THANK-YOU.				Non-Voting
		1.	To take the accounts of the Director's and financial statements relating to FY-E 31 DEC 2008				Non-Voting
		2.	No distribution of dividends to the shareholders for the 2008 FY in light of t-he loss				Non-Voting
		3.	The use of part of the capital reserves to absorb the balance of the accumulat-ed losses account, in accordance with Article 200, Line I of Law 6404/76				Non-Voting
		4.	Elect the Members of the Board of Directors				Management	Against		Against
		5.	Elect the Members of the Finance Committee and your respective substitute				Management	Against		Against
		VOTORANTIM CELULOSE E PAPEL SA, SAO PAULO
		Security			P9806R118	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			30-Apr-2009
		ISIN			BRVCPAACNPR2	Agenda			701906490 - Management
		City			SAO PAULO	Holding Recon Date			28-Apr-2009
		Country			Brazil	Vote Deadline Date			23-Apr-2009
		SEDOL(s)			2682257 - B04M7M2	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
			PLEASE NOTE THAT THE VOTES IN FAVOR 'AND' AGAINST IN THE SAME AGENDA ITEM AREN-OT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE-ALLOWED. THANK YOU.				Non-Voting
			PLEASE NOTE THAT SHAREHOLDERS SUBMITTING A VOTE TO ELECT A MEMBER MUST INCLUDE-THE NAME OF THE CANDIDATE TO BE ELECTED. IF INSTRUCTIONS TO VOTE ON THIS ITEM-IS RECEIVED WITHOUT A CANDIDATE'S NAME, YOUR VOTE WILL BE PROCESSED IN FAVOR-OR AGAINST OF THE DEFAULT COMPANY'S CANDIDATE. THANK YOU.				Non-Voting
			PLEASE NOTE THAT PREFERRED SHAREHOLDERS CAN VOTE ON ITEMS C AND D ONLY. THANK-YOU.				Non-Voting
		A.	To take knowledge of the Directors accounts, to examine, discuss and approve t-he Company's consolidated financial statements for the FYE 31 DEC 2008				Non-Voting
		B.	Destination of the YE results of 2008				Non-Voting
		C.	Elect the Members of the Board of Directors				Management	Against		Against
		D.	Elect the Members of the Finance Committee				Management	Against		Against
		E.	To set the total annual remuneration for the Members of the Board of Directors-elected, and for the Executive Committee				Non-Voting
		RANDGOLD RESOURCES LIMITED
		Security			752344309	Meeting Type			Annual
		Ticker Symbol			GOLD	Meeting Date			05-May-2009
		ISIN			US7523443098	Agenda			933034415 - Management
		City				Holding Recon Date			20-Mar-2009
		Country			South Africa	Vote Deadline Date			28-Apr-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		O1	ADOPTION OF THE DIRECTORS' REPORT AND ACCOUNTS				Management	For
		O2	ELECTION OF DIRECTORS CHRISTOPHER L COLEMAN (MEMBER OF THE NOMINATION AND GOVERNANCE COMMITTEE)				Management	For
		O3	ELECTION OF DIRECTORS JON WALDEN (MEMBER OF THE AUDIT COMMITTEE)				Management	For
		O4	ADOPTION OF THE REPORT OF THE REMUNERATION COMMITTEE				Management	For
		O5	APPROVE THE FEES PAYABLE TO DIRECTORS				Management	For
		O6	RE-APPOINT BDO STOY HAYWARD LLP AS AUDITORS OF THE COMPANY				Management	For
		FOSTER WHEELER AG
		Security			H27178104	Meeting Type			Annual
		Ticker Symbol			FWLT	Meeting Date			05-May-2009
		ISIN			CH0018666781	Agenda			933035114 - Management
		City				Holding Recon Date			09-Mar-2009
		Country			United States	Vote Deadline Date			04-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1A	ELECTION OF DIRECTOR: ROBERT C. FLEXON				Management	For		For
		1B	ELECTION OF DIRECTOR: MAUREEN B. TART-BEZER				Management	For		For
		1C	ELECTION OF DIRECTOR: JAMES D. WOODS				Management	For		For
		02	RE-ELECTION OF PRICEWATERHOUSECOOPERS AG, SWITZERLAND, AS OUR INDEPENDENT AUDITOR ("REVISIONSSTELLE") FOR 2009				Management	For		For
		03	RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009 (CONSULTATIVE VOTE)				Management	For		For
		04	IN THE EVENT COUNTERPROPOSALS, ALTERATIONS OR AMENDMENTS OF THE AGENDA ITEMS OR OTHER MATTERS ARE RAISED AT THE ANNUAL GENERAL MEETING, I INSTRUCT THE APPOINTED PROXIES TO VOTE AS FOLLOWS				Management	For		For
		EL PASO CORPORATION
		Security			28336L109	Meeting Type			Annual
		Ticker Symbol			EP	Meeting Date			06-May-2009
		ISIN			US28336L1098	Agenda			933017510 - Management
		City				Holding Recon Date			11-Mar-2009
		Country			United States	Vote Deadline Date			05-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1A	ELECTION OF DIRECTOR: JUAN CARLOS BRANIFF				Management	For		For
		1B	ELECTION OF DIRECTOR: JAMES L. DUNLAP				Management	For		For
		1C	ELECTION OF DIRECTOR: DOUGLAS L. FOSHEE				Management	For		For
		1D	ELECTION OF DIRECTOR: ROBERT W. GOLDMAN				Management	For		For
		1E	ELECTION OF DIRECTOR: ANTHONY W. HALL, JR.				Management	For		For
		1F	ELECTION OF DIRECTOR: THOMAS R. HIX				Management	For		For
		1G	ELECTION OF DIRECTOR: FERRELL P. MCCLEAN				Management	For		For
		1H	ELECTION OF DIRECTOR: STEVEN J. SHAPIRO				Management	For		For
		1I	ELECTION OF DIRECTOR: J. MICHAEL TALBERT				Management	For		For
		1J	ELECTION OF DIRECTOR: ROBERT F. VAGT				Management	For		For
		1K	ELECTION OF DIRECTOR: JOHN L. WHITMIRE				Management	For		For
		02	APPROVAL OF THE EL PASO CORPORATION 2005 OMNIBUS INCENTIVE COMPENSATION PLAN.				Management	For		For
		03	APPROVAL OF THE EL PASO CORPORATION EMPLOYEE STOCK PURCHASE PLAN.				Management	For		For
		04	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.				Management	For		For
		CANADIAN NAT RES LTD MED TERM NTS CDS-
		Security			136385101	Meeting Type			Ordinary General Meeting
		Ticker Symbol				Meeting Date			07-May-2009
		ISIN			CA1363851017	Agenda			701862496 - Management
		City			ALBERTA	Holding Recon Date			18-Mar-2009
		Country			Canada	Vote Deadline Date			01-May-2009
		SEDOL(s)			2125202 - 2171573 - 5313673 - B1SNWG7	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT THIS IS AN AGM. THANK YOU.				Non-Voting
			PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'ABSTAIN' RESO-LUTIONS 1.1 to 1.12 AND 2. THANK YOU.				Non-Voting
			To receive the annual report of the Corporation to the shareholders, the conso-lidated financial statements, and the report of the Auditors, for the FYE 31 D-EC 2008				Non-Voting
		1.1	Elect Ms. Catherine M. Best as a Director of the Corporation for the ensuing year, as specified				Management	For		For
		1.2	Elect Mr. N. Murray Edwards as a Director of the Corporation for the ensuing year, as specified				Management	For		For
		1.3	Elect Hon. Gary A. Filmon as a Director of the Corporation for the ensuing year, as specified				Management	For		For
		1.4	Elect Ambassador Gordon D. Giffin as a Director of the Corporation for the ensuing year, as specified				Management	For		For
		1.5	Elect Mr. John G. Langille as a Director of the Corporation for the ensuing year, as specified				Management	For		For
		1.6	Elect Mr. Steve W. Laut as a Director of the Corporation for the ensuing year, as specified				Management	For		For
		1.7	Elect Mr. Keith A. J. MacPhail as a Director of the Corporation for the ensuing year, as specified				Management	For		For
		1.8	Elect Mr. Allan P. Markin as a Director of the Corporation for the ensuing year, as specified				Management	For		For
		1.9	Elect Hon. Frank J. McKenna as a Director of the Corporation for the ensuing year, as specified				Management	For		For
		1.10	Elect Mr. James S. Palmer as a Director of the Corporation for the ensuing year, as specified				Management	For		For
		1.11	Elect Mr. Eldon R. Smith as a Director of the Corporation for the ensuing year, as specified				Management	For		For
		1.12	Elect Mr. David A. Tuer as a Director of the Corporation for the ensuing year, as specified				Management	For		For
		2.	Appoint PricewaterhouseCoopers LLP, Chartered Accountants, Calgary, Alberta as the Auditors of the Corporation for the ensuing year and authorize the Audit Committee of the Board of Directors of the Corporation to fix their remuneration				Management	For		For
		3.	Transact any other business				Non-Voting
		POTASH CORPORATION OF SASKATCHEWAN INC.
		Security			73755L107	Meeting Type			Annual and Special Meeting
		Ticker Symbol			POT	Meeting Date			07-May-2009
		ISIN			CA73755L1076	Agenda			933013156 - Management
		City				Holding Recon Date			12-Mar-2009
		Country			Canada	Vote Deadline Date			06-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	C.M. BURLEY				For		For
			2	W.J. DOYLE				For		For
			3	J.W. ESTEY				For		For
			4	C.S. HOFFMAN				For		For
			5	D.J. HOWE				For		For
			6	A.D. LABERGE				For		For
			7	K.G. MARTELL				For		For
			8	J.J. MCCAIG				For		For
			9	M. MOGFORD				For		For
			10	P.J. SCHOENHALS				For		For
			11	E.R. STROMBERG				For		For
			12	E. VIYELLA DE PALIZA				For		For
		02	THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS AUDITORS OF THE CORPORATION.				Management	For		For
		03	THE RESOLUTION (ATTACHED AS APPENDIX B TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR) APPROVING THE ADOPTION OF A NEW PERFORMANCE OPTION PLAN, THE FULL TEXT OF WHICH IS ATTACHED AS APPENDIX C TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR.				Management	For		For
		04	THE SHAREHOLDER PROPOSAL (ATTACHED AS APPENDIX D TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR).				Shareholder	Against		For
		ALLEGHENY TECHNOLOGIES INCORPORATED
		Security			01741R102	Meeting Type			Annual
		Ticker Symbol			ATI	Meeting Date			07-May-2009
		ISIN			US01741R1023	Agenda			933019742 - Management
		City				Holding Recon Date			11-Mar-2009
		Country			United States	Vote Deadline Date			06-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		A	DIRECTOR				Management
			1	DIANE C. CREEL*				For		For
			2	JAMES E. ROHR*				For		For
			3	LOUIS J. THOMAS*				For		For
			4	BARBARA S. JEREMIAH**				For		For
		B	RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.				Management	For		For
		PEABODY ENERGY CORPORATION
		Security			704549104	Meeting Type			Annual
		Ticker Symbol			BTU	Meeting Date			07-May-2009
		ISIN			US7045491047	Agenda			933021064 - Management
		City				Holding Recon Date			13-Mar-2009
		Country			United States	Vote Deadline Date			06-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTORS				Management
			1	GREGORY H. BOYCE				For		For
			2	WILLIAM E. JAMES				For		For
			3	ROBERT B. KARN III				For		For
			4	M. FRANCES KEETH				For		For
			5	HENRY E. LENTZ				For		For
		02	RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.				Management	For		For
		03	REAPPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE MEASURES UNDER THE COMPANY'S 2004 LONG-TERM EQUITY INCENTIVE PLAN.				Management	For		For
		SUBSEA 7 INC.
		Security			G8549P108	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			08-May-2009
		ISIN			KYG8549P1081	Agenda			701919271 - Management
		City			CAYMAN ISLANDS	Holding Recon Date			30-Apr-2009
		Country			Cayman Islands	Vote Deadline Date			28-Apr-2009
		SEDOL(s)			2027580 - 7448971 - B0LMBJ0 - B16FRV5 - B290112 - B64SV08	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1.	Approve the Company's financial statements for the FYE 31 DEC 2008				Management	For		For
		2.	Re-appoint PricewaterhouseCoopers as the Company's Auditors for FY 2009				Management	For		For
		3.	Authorize the Board of Directors to fix the remuneration to the Company's Auditors for 2008				Management	For		For
		4.1	Re-elect Mr. Kristian Siem as a Director of the Company				Management	Against		Against
		4.2	Re-elect Mr. Arild Schultz as a Director of the Company				Management	Against		Against
		4.3	Re-elect Mr. Michael Delouche as a Director of the Company				Management	Against		Against
		5.	Authorize the Board of Directors to fix the remuneration to the Company's Directors				Management	For		For
		6.	Approve and ratify the actions of the Directors and Officers of the Company				Management	For		For
		7.	Approve and ratify the establishment of a new Company Restricted Stock Award Plan				Management	Against		Against
		8.	Approve and ratify, subject to the Resolution 7, the granting of awards of restricted shares under the new Company Restricted Stock Award Plan				Management	Against		Against
		9.	Approve to increase the authorized share capital of the Company from USD 2,000,000.00 divided into 200,000,000 Common Shares of a nominal or par value of USD 0.01 each to USD 3,000,000.00 divided into 300,000,000 Common Shares of a nominal or par value of USD 0.01 each by the creation of an additional 100,000,000 shares of a nominal or par value of USD 0.01 each				Management	For		For
		10.	Amend and restate, subject to the approval of Resolution 9, the Company's Memorandum and Articles of Association in their entirety in order to have one composite set of constitutive documents that are available to the Company and that reflect the changes effected by the adoption of Resolution 9				Management	For		For
		11.	Transact such other business				Non-Voting
		MCDERMOTT INTERNATIONAL, INC.
		Security			580037109	Meeting Type			Annual
		Ticker Symbol			MDR	Meeting Date			08-May-2009
		ISIN			PA5800371096	Agenda			933024262 - Management
		City				Holding Recon Date			09-Mar-2009
		Country			United States	Vote Deadline Date			07-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	ROGER A. BROWN**				For		For
			2	JOHN A. FEES**				For		For
			3	O.D. KINGSLEY, JR.**				For		For
			4	D. BRADLEY MCWILLIAMS*				For		For
			5	RICHARD W. MIES*				For		For
			6	THOMAS C. SCHIEVELBEIN*				For		For
		02	APPROVE THE 2009 MCDERMOTT INTERNATIONAL, INC. LONG-TERM INCENTIVE PLAN.				Management	For		For
		03	RATIFICATION OF APPOINTMENT OF MCDERMOTT'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2009.				Management	For		For
		OCEANEERING INTERNATIONAL, INC.
		Security			675232102	Meeting Type			Annual
		Ticker Symbol			OII	Meeting Date			08-May-2009
		ISIN			US6752321025	Agenda			933030253 - Management
		City				Holding Recon Date			23-Mar-2009
		Country			United States	Vote Deadline Date			07-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	JOHN R. HUFF				For		For
			2	JEROLD J. DESROCHE				For		For
		02	PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2009.				Management	For		For
		BUNGE LIMITED
		Security			G16962105	Meeting Type			Annual
		Ticker Symbol			BG	Meeting Date			08-May-2009
		ISIN			BMG169621056	Agenda			933042892 - Management
		City				Holding Recon Date			16-Mar-2009
		Country			United States	Vote Deadline Date			07-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1A	ELECTION OF DIRECTOR: OCTAVIO CARABALLO				Management	For		For
		1B	ELECTION OF DIRECTOR: FRANCIS COPPINGER				Management	For		For
		1C	ELECTION OF DIRECTOR: LARRY G. PILLARD				Management	For		For
		1D	ELECTION OF DIRECTOR: ALBERTO WEISSER				Management	For		For
		02	TO APPOINT DELOITTE & TOUCHE LLP AS BUNGE LIMITED'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009 AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO DETERMINE THE INDEPENDENT AUDITORS' FEES.				Management	For		For
		03	TO APPROVE THE BUNGE LIMITED 2009 EQUITY INCENTIVE PLAN.				Management	For		For
		PASON SYS INC
		Security			702925108	Meeting Type			Ordinary General Meeting
		Ticker Symbol				Meeting Date			11-May-2009
		ISIN			CA7029251088	Agenda			701865391 - Management
		City			ALBERTA	Holding Recon Date			23-Mar-2009
		Country			Canada	Vote Deadline Date			05-May-2009
		SEDOL(s)			2569565 - B1YZNB9 - B243224	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR AGAINST" ONLY-FOR RESOLUTION "1" AND "IN FAVOR" OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS "2"-AND "3". THANK YOU.				Non-Voting
			Receive the consolidated audited financial statements of the Corporation for t-he YE 31 DEC 2008 and together with the report of the Auditors' thereon				Non-Voting
		1.	Approve to fix the number of Directors at 6				Management	For		For
		2.	Elect the Directors for the ensuing year				Management	For		For
		3.	Appoint the Deloitte & Touche LLP, Chartered Accountants, as the Auditors of the Corporation for the ensuing year and authorize the Directors to fix their remuneration				Management	For		For
		4.	Transact other business				Non-Voting
		MGM ENERGY CORP
		Security			59318A100	Meeting Type			MIX
		Ticker Symbol				Meeting Date			11-May-2009
		ISIN			CA59318A1003	Agenda			701887614 - Management
		City			ALBERTA	Holding Recon Date			24-Mar-2009
		Country			Canada	Vote Deadline Date			05-May-2009
		SEDOL(s)			B1NHQS4 - B1RZBS9 - B2B3PK6	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'ABSTAIN' FOR-RESOLUTIONS 1 AND 2 AND 'IN FAVOR' OR 'AGAINST' FOR RESOLUTIONS 3 AND 4. THANK-YOU.				Non-Voting
			To receive the financial statements of MGM Energy for the YE 31 DEC 2008 and t-he Auditors' report thereon				Non-Voting
		1.	Elect the Directors for the ensuing year, as specified				Management	For		For
		2.	Appoint Ernst & Young LLP, Chartered Accountants, to serve as the Auditors of the Corporation for the ensuing year and authorize the Directors to fix their remuneration				Management	For		For
		3.	Approve the unallocated entitlements under the Stock Option Plan of the Corporation, as specified				Management	For		For
		4.	Amend the Articles of the Corporation to create a new class of non-voting common shares in the capital of the Corporation, as specified				Management	For		For
			Transact other business				Non-Voting
		ARISE TECHNOLOGIES CORP
		Security			04040Q106	Meeting Type			MIX
		Ticker Symbol				Meeting Date			12-May-2009
		ISIN			CA04040Q1063	Agenda			701900905 - Management
		City			TBA	Holding Recon Date			31-Mar-2009
		Country			Canada	Vote Deadline Date			06-May-2009
		SEDOL(s)			2922726 - B0LP2Y1 - B1L8786	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'ABSTAIN' FOR-RESOLUTIONS 1.1 TO 1.8 AND 2 AND 'IN FAVOR' OR 'AGAINST' FOR RESOLUTIONS 3, 4-AND 5. THANK YOU.				Non-Voting
		1.1	Elect Mr. Harold Alexander as a Director				Management	For		For
		1.2	Elect Mr. Peter Harder as a Director				Management	For		For
		1.3	Elect Mr. Vern Heinrichs as a Director				Management	For		For
		1.4	Elect Mr. David Johnston as a Director				Management	For		For
		1.5	Elect Mr. Ian Maclellan as a Director				Management	For		For
		1.6	Elect Mr. Hal Merwald as a Director				Management	For		For
		1.7	Elect Mr. Garry West as a Director				Management	For		For
		1.8	Elect Mr. Peter Currie as a Director				Management	For		For
		2.	Appoint Deloitte & Touche LLP as the Auditors of the Company and authorize the Directors to fix the Auditors remuneration				Management	For		For
		3.	Adopt the Company's Shareholders Rights Plan, as specified				Management	For		For
		4.	Approve the specification of the rights, privileges, restrictions and conditions attaching of the common shares of the Company, as specified				Management	For		For
		5.	Approve the creation of a new class of preferred shares to be called the Class A Preferred Shares, as specified				Management	Against		Against
		SMITH INTERNATIONAL, INC.
		Security			832110100	Meeting Type			Annual
		Ticker Symbol			SII	Meeting Date			12-May-2009
		ISIN			US8321101003	Agenda			933061436 - Management
		City				Holding Recon Date			13-Mar-2009
		Country			United States	Vote Deadline Date			11-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	ROBERT KELLEY				For		For
			2	L.R. LANDIM MACHADO				For		For
			3	DOUG ROCK				For		For
		02	RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.				Management	For		For
		AMG ADVANCED METALLURGICAL GROUP NV, AMSTERDAM
		Security			N04897109	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			13-May-2009
		ISIN			NL0000888691	Agenda			701906084 - Management
		City			AMSTERDAM	Holding Recon Date			22-Apr-2009
		Country			Netherlands	Vote Deadline Date			30-Apr-2009
		SEDOL(s)			B1Z95S1 - B2362V3 - B2902F3 - B3F4D75	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT BLOCKING CONDITIONS FOR VOTING AT THIS GENERAL MEETING ARE RE-LAXED AS THERE IS A REGISTRATION DEADLINE / RECORD DATE ASSOCIATED WITH THIS M-EETING. THANK YOU.				Non-Voting
		1.	Opening				Non-Voting
		2.	Report of the Management Board for the 2008 FY				Non-Voting
		3.	Adopt the 2008 financial statements				Management	For		For
		4.	Allocation of the 2008 results				Non-Voting
		5.	Grant discharge of liability of the Members of the Management Board for the 2008 FY				Management	For		For
		6.	Grant discharge of liability to the Members of the Supervisory Board for the 2008 FY				Management	For		For
		7.	Approve the composition of the Management Board				Management	For		For
		8.	Approve the Composition of the Supervisory Board				Management	For		For
		9.	Approve the remuneration of the Members of the Supervisory Board				Management	Against		Against
		10.	Approve the remuneration policy for the Management Board				Management	Against		Against
		11.	Grant AMG Stock options to the Members of the Management Board as part of their base salary in 2009				Management	Against		Against
		12.	Re-appoint Ernst & Young Accountants as an External Auditor of the Company				Management	For		For
		13.i	Approve to renew the authorization to issue shares and/or grant options				Management	For		For
		13.ii	Approve to renew the authorization to restrict or exclude pre- emptive rights				Management	For		For
		14.	Approve to renew the authorization to acquire shares				Management	For		For
		15.	Any other business				Non-Voting
		16.	Closing				Non-Voting
		CAMERON INTERNATIONAL CORPORATION
		Security			13342B105	Meeting Type			Annual
		Ticker Symbol			CAM	Meeting Date			13-May-2009
		ISIN			US13342B1052	Agenda			933029894 - Management
		City				Holding Recon Date			16-Mar-2009
		Country			United States	Vote Deadline Date			12-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTORS				Management
			1	C. BAKER CUNNINGHAM				For		For
			2	SHELDON R. ERIKSON				For		For
			3	DOUGLAS L. FOSHEE				For		For
		2	APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2005 EQUITY INCENTIVE PLAN INCREASING THE NUMBER OF AUTHORIZED SHARES UNDER THE PLAN.				Management	For		For
		3	RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2009.				Management	For		For
		NATIONAL OILWELL VARCO, INC.
		Security			637071101	Meeting Type			Annual
		Ticker Symbol			NOV	Meeting Date			13-May-2009
		ISIN			US6370711011	Agenda			933034100 - Management
		City				Holding Recon Date			23-Mar-2009
		Country			United States	Vote Deadline Date			12-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1A	ELECTION OF DIRECTOR: MERRILL A. MILLER, JR.				Management	For		For
		1B	ELECTION OF DIRECTOR: GREG L. ARMSTRONG				Management	For		For
		1C	ELECTION OF DIRECTOR: DAVID D. HARRISON				Management	For		For
		2	RATIFICATION OF INDEPENDENT AUDITORS				Management	For		For
		3	APPROVAL OF AMENDMENT TO NATIONAL OILWELL VARCO LONG-TERM INCENTIVE PLAN				Management	For		For
		AGRIUM INC.
		Security			008916108	Meeting Type			Annual
		Ticker Symbol			AGU	Meeting Date			13-May-2009
		ISIN			CA0089161081	Agenda			933036229 - Management
		City				Holding Recon Date			23-Mar-2009
		Country			Canada	Vote Deadline Date			08-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	RALPH S. CUNNINGHAM				For		For
			2	GERMAINE GIBARA				For		For
			3	RUSSELL K. GIRLING				For		For
			4	SUSAN A. HENRY				For		For
			5	RUSSELL J. HORNER				For		For
			6	A. ANNE MCLELLAN				For		For
			7	DEREK G. PANNELL				For		For
			8	FRANK W. PROTO				For		For
			9	MICHAEL M. WILSON				For		For
			10	VICTOR J. ZALESCHUK				For		For
		02	THE APPOINTMENT OF KPMG LLP, CHARTERED ACCOUNTANTS, AS AUDITORS OF THE CORPORATION.				Management	For		For
		TRISTAR OIL & GAS LTD NEW
		Security			89677E104	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			14-May-2009
		ISIN			CA89677E1043	Agenda			701907151 - Management
		City			ALBERTA	Holding Recon Date			25-Mar-2009
		Country			Canada	Vote Deadline Date			08-May-2009
		SEDOL(s)			2593586 - B0QRN61 - B23WXT6 - B247ZS3 - B24DPT2	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ''IN FAVOR" OR "AGAINST" FOR-RESOLUTION 1 AND "IN FAVOR" OR ''ABSTAIN" FOR RESOLUTIONS 2 AND 3. THANK YOU.				Non-Voting
		1.	Approve to fix the Board of Directors at 9 Members				Management	For		For
		2.	Elect the Directors for the ensuing year, as specified				Management	For		For
		3.	Appoint KPMG LLP, Chartered Accountants, Calgary, Alberta, as the Auditors of the Corporation and authorize the Directors to fix their remuneration				Management	For		For
		4.	Transact such other business				Non-Voting
		FIRST QUANTUM MINERALS LTD
		Security			335934105	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			14-May-2009
		ISIN			CA3359341052	Agenda			701916718 - Management
		City			VANCOUVER	Holding Recon Date			07-Apr-2009
		Country			Canada	Vote Deadline Date			07-May-2009
		SEDOL(s)			2347608 - 3023521 - B01DH62 - B06F3W1	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR-RESOLUTIONS 1 AND 4 AND 'IN FAVOR' OR 'ABSTAIN' FOR RESOLUTIONS 2.1 TO 2.8 AND-3. THANK YOU.				Non-Voting
			To receive the audited consolidated financial statements of the Company for th-e FYE 31 DEC 2008 together with the Company's Auditors report thereon				Non-Voting
		1.	Approve to determine the number of Directors at 8				Management	For		For
		2.1	Elect Mr. Philip K. R. Pascall as a Director				Management	For		For
		2.2	Elect Mr. G. Clive Newall as a Director				Management	For		For
		2.3	Elect Mr. Martin Rowley as a Director				Management	For		For
		2.4	Elect Mr. Michael Martineau as a Director				Management	For		For
		2.5	Elect Mr. Rupert Pennant-Rea as a Director				Management	For		For
		2.6	Elect Mr. Andrew Adams as a Director				Management	For		For
		2.7	Elect Mr. Peter St. George as a Director				Management	For		For
		2.8	Elect Mr. Paul Brunner as a Director				Management	For		For
		3.	Appoint PricewaterhouseCoopers LLP, Chartered Accountants, as Auditors for the Company to hold office until the next AGM and to authorize the Directors of the Company to fix their remuneration				Management	For		For
		4.	Approve the Long Term Incentive [Treasury] Plan, as specified				Management	For		For
			Transact any other business				Non-Voting
			PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF CONSERVATIVE CUT-OFF DAT-E. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FOR-M UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.				Non-Voting
		COPANO ENERGY, L.L.C.
		Security			217202100	Meeting Type			Annual
		Ticker Symbol			CPNO	Meeting Date			14-May-2009
		ISIN			US2172021006	Agenda			933038158 - Management
		City				Holding Recon Date			16-Mar-2009
		Country			United States	Vote Deadline Date			13-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	JAMES G. CRUMP				For		For
			2	ERNIE L. DANNER				For		For
			3	JOHN R. ECKEL, JR.				For		For
			4	SCOTT A. GRIFFITHS				For		For
			5	MICHAEL L. JOHNSON				For		For
			6	T. WILLIAM PORTER				For		For
			7	WILLIAM L. THACKER				For		For
		02	APPROVAL OF AN AMENDMENT TO COPANO'S AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN.				Management	For		For
		03	RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009.				Management	For		For
		DRIL-QUIP, INC.
		Security			262037104	Meeting Type			Annual
		Ticker Symbol			DRQ	Meeting Date			14-May-2009
		ISIN			US2620371045	Agenda			933055976 - Management
		City				Holding Recon Date			24-Mar-2009
		Country			United States	Vote Deadline Date			13-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	LARRY E. REIMERT				For		For
			2	GARY D. SMITH				For		For
			3	L.H. DICK ROBERTSON				For		For
		02	APPROVAL OF THE APPOINTMENT OF BDO SEIDMAN LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.				Management	For		For
		03	RE-APPROVAL OF PERFORMANCE CRITERIA FOR AWARDS UNDER THE 2004 INCENTIVE PLAN.				Management	For		For
		FMC TECHNOLOGIES, INC.
		Security			30249U101	Meeting Type			Annual
		Ticker Symbol			FTI	Meeting Date			15-May-2009
		ISIN			US30249U1016	Agenda			933031003 - Management
		City				Holding Recon Date			19-Mar-2009
		Country			United States	Vote Deadline Date			14-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	MIKE R. BOWLIN				For		For
			2	PHILIP J. BURGUIERES				For		For
			3	PETER D. KINNEAR				For		For
			4	EDWARD J. MOONEY				For		For
			5	JAMES M. RINGLER				For		For
		02	APPROVE THE AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.				Management	For		For
		TRANSOCEAN, LTD.
		Security			H8817H100	Meeting Type			Annual
		Ticker Symbol			RIG	Meeting Date			15-May-2009
		ISIN			CH0048265513	Agenda			933083759 - Management
		City				Holding Recon Date			24-Apr-2009
		Country			United States	Vote Deadline Date			14-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	APPROVAL OF THE 2008 ANNUAL REPORT, THE CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2008 AND THE STATUTORY FINANCIAL STATEMENTS OF TRANSOCEAN LTD.				Management	For		For
		02	DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE OFFICERS FOR FISCAL YEAR 2008				Management	For		For
		03	APPROPRIATION OF THE AVAILABLE RETAINED EARNINGS WITHOUT PAYMENT OF A DIVIDEND TO SHAREHOLDERS FOR FISCAL YEAR 2008 AND RELEASE OF CHF 3.5 BILLION OF LEGAL RESERVES TO OTHER RESERVES.				Management	For		For
		04	AUTHORIZATION OF A SHARE REPURCHASE PROGRAM				Management	For		For
		05	APPROVAL OF THE LONG-TERM INCENTIVE PLAN OF TRANSOCEAN LTD. IN THE FORM AS AMENDED AND RESTATED EFFECTIVE AS OF 2/12/09				Management	For		For
		6A	REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR TERM: W. RICHARD ANDERSON				Management	For		For
		6B	REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR TERM: RICHARD L. GEORGE				Management	For		For
		6C	REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR TERM: ROBERT L. LONG				Management	For		For
		6D	REELECTION OF CLASS I DIRECTOR FOR A THREE YEAR TERM: EDWARD R. MULLER				Management	For		For
		6E	REELECTION OF CLASS III DIRECTOR FOR A TWO-YEAR TERM: VICTOR E. GRIJALVA				Management	For		For
		07	APPOINTMENT OF ERNST & YOUNG LLP AS TRANSOCEAN LTD.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2009 AND REELECTION OF ERNST & YOUNG LTD., ZURICH, AS TRANSOCEAN LTD.'S AUDITOR PURSUANT TO THE SWISS CODE OF OBLIGATIONS FOR A FURTHER ONE-YEAR TERM				Management	For		For
		RENEWABLE ENERGY CORPORATION AS, HOVIK
		Security			R7199U100	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			19-May-2009
		ISIN			NO0010112675	Agenda			701935631 - Management
		City			OSLO	Holding Recon Date			14-May-2009
		Country			Norway	Vote Deadline Date			11-May-2009
		SEDOL(s)			B01VHW2 - B14TB62 - B16P094 - B28LK20 - B64STR1	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 543236 DUE TO SPLITTING OF-RESOLUTION 7. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED-AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.				Non-Voting
			IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF AT-TORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTION-S IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED-. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE				Non-Voting
			MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO PROVI-DE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE POSITION TO-YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED IN ORDER FOR-YOUR VOTE TO BE LODGED				Non-Voting
		1.	Opening of the meeting by the Chairman of the Board and registration of attending Shareholders				Management	For		For
		2.	Elect Mr. Thomas Aanmoen as the Chairman of the meeting, Mr. Reidar Lund is elected to co-sign the minutes with the Chairman				Management	For		For
		3.	Approve the notice of the meeting and the agenda				Management	For		For
		4.	Approve the remuneration for the period between 19 MAY 2008 to 19 MAY 2009 for the Chairman of the Board, Board Members, Members of the Board Committees and Members of the Nomination Committee is [all amounts in NOK] as specified				Management	For		For
		5.	Approve the Auditor's remuneration of NOK 2,240,000 for the audit work with the annual accounts of Renewable Energy Corporation ASA for the accounting year of 2008				Management	For		For
		6.	Approve the annual financial statements and the annual report from the Board for 2008 and the profit for 2008 shall be distributed to other equity and that dividend will not be paid for the FY				Management	For		For
		7.1	Approve the statement of the Board regarding compensation to leading employees				Management	For		For
		7.2	Approve the statement of the Board regarding the stock option program				Management	For		For
		8.	Amend the last sentence of Section 5 of the Articles of Association as follows: "The Board Members are elected for a period of one year at the time"				Management	For		For
		9.	Authorize the Board to increase the share capital by up to NOK 49,000,000 in one or more share issues for the purpose of ensuring that the Company has sufficient financial flexibility with respect to capital expenditure and related working capital requirements and acquisitions; the authority also includes capital increases in connection with mergers; and to increase the share capital by maximum NOK 100,000,000 in one or more share issues for the purpose of fulfilling the obligations of the Company under the Share Purchase Program for the employees; the subscription price and subscription terms shall be decided by the Board in connection with each share issue, taking into consideration the Company's requirements and the shares' market value at the relevant time shares may be issued for contribution in form of cash or by transfer of other assets [contribution in kind]; existing shareholder's pre-emptive rights to subscribe for Shares may be waived by the Board upon exercise of these authorities; these authorities replace all previous authorities to issue Shares; [Authority expires at the AGM in 2010, but in any case not later than 15 months from the date of this General Meeting]; and to make necessary changes to the Articles of Association upon exercise of these authorities				Management	Against		Against
		10.	Authorize the Board to acquire shares in Renewable Energy Corporation ASA, on behalf of the Company, for one or more of the following purposes: in order to maximize the return for the shareholders; fulfillment of the Company's obligations under the Share Purchase Program for the employees; in connection with the Long Term Incentive Plan of the Company [LTIP 2007]; the authority covers purchase of up to 10% of the face value of the share capital of the Company, refer the Act Sections 9-2 and 9-3; shares may be acquired at minimum NOK 10 per share and maximum NOK 500 per share; the shares shall be acquired and disposed of through ordinary purchase and sale; [Authority is valid until the AGM in 2010 or until it is revoked by a general meeting resolution passed with simple majority], the decision shall be notified to and registered by the Norwegian Registry of Business Entities prior to acquiring any shares pursuant to the authority				Management	For		For
		11.	Authorize the Board to raise one or more loans where the Creditor is entitled to require issue of shares in order to ensure that the Company has sufficient financial flexibility with respect to capital expenditures and related working capital requirements and/or mergers and acquisitions; the loans shall not exceed a total amount of NOK 49,000,000, and the share capital increase shall not exceed NOK 49,000,000; the conditions for the loans shall be determined by the Board at each subscription with regard to the need of the Company and the market price of the shares at that time, existing shareholders' pre-emptive rights to subscribe for Shares may be waived by the Board upon exercise of the authority; [Authority shall expire at the AGM in 2010 but in any event not later than 15 months from the date of this general meeting]; and to make necessary changes to the Articles of Association in relation to execution of the authority				Management	For		For
		12.1	Elect Mr. Dag Opedal as a new Director				Management	For		For
		12.2	Elect Ms. Grace Skaugen as a new Director				Management	For		For
		12.3	Elect Mr. Hilde Myrberg as a new Director				Management	For		For
		12.4	Elect Mr. Odd Hansen as a new Director				Management	For		For
		13.1	Elect Mr. Torkild Nordberg [Committee Chair] as a Member of Nominating Committee				Management	For		For
		13.2	Elect Mr. Christian Berg as a Member of Nominating Committee				Management	For		For
		GRAFTECH INTERNATIONAL LTD.
		Security			384313102	Meeting Type			Annual
		Ticker Symbol			GTI	Meeting Date			19-May-2009
		ISIN			US3843131026	Agenda			933054001 - Management
		City				Holding Recon Date			25-Mar-2009
		Country			United States	Vote Deadline Date			18-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	RANDY W. CARSON				For		For
			2	MARY B. CRANSTON				For		For
			3	HAROLD E. LAYMAN				For		For
			4	FERRELL P. MCCLEAN				For		For
			5	MICHAEL C. NAHL				For		For
			6	FRANK A. RIDDICK III				For		For
			7	CRAIG S. SHULAR				For		For
		02	AMEND THE 2005 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AUTHORIZED FOR AWARDS BY 4,000,000 SHARES.				Management	For		For
		03	AMEND THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE BY 75,000,000 SHARES.				Management	For		For
		04	APPROVE THE GRAFTECH EXECUTIVE INCENTIVE COMPENSATION PLAN.				Management	For		For
		HALLIBURTON COMPANY
		Security			406216101	Meeting Type			Annual
		Ticker Symbol			HAL	Meeting Date			20-May-2009
		ISIN			US4062161017	Agenda			933038487 - Management
		City				Holding Recon Date			23-Mar-2009
		Country			United States	Vote Deadline Date			19-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1A	ELECTION OF DIRECTOR: A.M. BENNETT				Management	For		For
		1B	ELECTION OF DIRECTOR: J.R. BOYD				Management	For		For
		1C	ELECTION OF DIRECTOR: M. CARROLL				Management	For		For
		1D	ELECTION OF DIRECTOR: S.M. GILLIS				Management	For		For
		1E	ELECTION OF DIRECTOR: J.T. HACKETT				Management	For		For
		1F	ELECTION OF DIRECTOR: D.J. LESAR				Management	For		For
		1G	ELECTION OF DIRECTOR: R.A. MALONE				Management	For		For
		1H	ELECTION OF DIRECTOR: J.L. MARTIN				Management	For		For
		1I	ELECTION OF DIRECTOR: J.A. PRECOURT				Management	For		For
		1J	ELECTION OF DIRECTOR: D.L. REED				Management	For		For
		02	PROPOSAL FOR RATIFICATION OF THE SELECTION OF AUDITORS.				Management	For		For
		03	PROPOSAL TO AMEND AND RESTATE THE 1993 STOCK AND INCENTIVE PLAN.				Management	For		For
		04	PROPOSAL TO AMEND AND RESTATE THE 2002 EMPLOYEE STOCK PURCHASE PLAN.				Management	For		For
		05	PROPOSAL ON HUMAN RIGHTS POLICY.				Shareholder	Against		For
		06	PROPOSAL ON POLITICAL CONTRIBUTIONS.				Shareholder	Against		For
		07	PROPOSAL ON LOW CARBON ENERGY REPORT.				Shareholder	Against		For
		08	PROPOSAL ON ADDITIONAL COMPENSATION DISCUSSION AND ANALYSIS DISCLOSURE.				Shareholder	Against		For
		09	PROPOSAL ON SPECIAL SHAREOWNER MEETINGS.				Shareholder	Against		For
		10	PROPOSAL ON IRAQ OPERATIONS.				Shareholder	Against		For
		ALPHA NATURAL RESOURCES, INC.
		Security			02076X102	Meeting Type			Annual
		Ticker Symbol			ANR	Meeting Date			20-May-2009
		ISIN			US02076X1028	Agenda			933040216 - Management
		City				Holding Recon Date			23-Mar-2009
		Country			United States	Vote Deadline Date			19-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	MARY ELLEN BOWERS				For		For
			2	JOHN S. BRINZO				For		For
			3	HERMANN BUERGER				For		For
			4	KEVIN S. CRUTCHFIELD				For		For
			5	E. LINN DRAPER, JR.				For		For
			6	GLENN A. EISENBERG				For		For
			7	JOHN W. FOX, JR.				For		For
			8	MICHAEL J. QUILLEN				For		For
			9	TED G. WOOD				For		For
		02	TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION.				Management	For		For
		03	TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.				Management	For		For
		RANGE RESOURCES CORPORATION
		Security			75281A109	Meeting Type			Annual
		Ticker Symbol			RRC	Meeting Date			20-May-2009
		ISIN			US75281A1097	Agenda			933042727 - Management
		City				Holding Recon Date			27-Mar-2009
		Country			United States	Vote Deadline Date			19-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
	��	1A	ELECTION OF DIRECTOR: CHARLES L. BLACKBURN				Management	For		For
		1B	ELECTION OF DIRECTOR: ANTHONY V. DUB				Management	For		For
		1C	ELECTION OF DIRECTOR: V. RICHARD EALES				Management	For		For
		1D	ELECTION OF DIRECTOR: ALLEN FINKELSON				Management	For		For
		1E	ELECTION OF DIRECTOR: JAMES M. FUNK				Management	For		For
		1F	ELECTION OF DIRECTOR: JONATHAN S. LINKER				Management	For		For
		1G	ELECTION OF DIRECTOR: KEVIN S. MCCARTHY				Management	For		For
		1H	ELECTION OF DIRECTOR: JOHN H. PINKERTON				Management	For		For
		1I	ELECTION OF DIRECTOR: JEFFREY L. VENTURA				Management	For		For
		02	TO CONSIDER AND VOTE ON A PROPOSAL TO AMEND OUR 2005 EQUITY-BASED COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED TO BE ISSUED UNDER THAT PLAN BY 900,000 SHARES.				Management	For		For
		03	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS OF AND FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.				Management	For		For
		04	TO TRANSACT SUCH OTHER BUSINESS AS MAY ARISE THAT CAN PROPERLY BE CONDUCTED AT THE MEETING OR ANY ADJOURNMENT.				Management	For		For
		SILVER WHEATON CORP
		Security			828336107	Meeting Type			MIX
		Ticker Symbol				Meeting Date			21-May-2009
		ISIN			CA8283361076	Agenda			701897223 - Management
		City			VANCOUVER	Holding Recon Date			31-Mar-2009
		Country			Canada	Vote Deadline Date			15-May-2009
		SEDOL(s)			B058ZX6 - B059001 - B05DVK0	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 558728 DUE TO ADDITION OF-RESOLUTION. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND-YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU.				Non-Voting
			PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'ABSTAIN' FOR-RESOLUTIONS "A.1 TO A.7 AND B" AND 'IN FAVOR' OR 'AGAINST' FOR RESOLUTIONS "C-AND D". THANK YOU.				Non-Voting
			Receive and consider the audited consolidated financial statements of the Comp-any for the YE 31 DEC 2008 and the reports of the Auditors thereon				Non-Voting
		A.1	Elect Mr. Eduardo Luna as a Director of the Company for the ensuing year				Management	For		For
		A.2	Elect Mr. Peter Barnes as a Director of the Company for the ensuing year				Management	For		For
		A.3	Elect Mr. Lawrence I. Bell as a Director of the Company for the ensuing year				Management	For		For
		A.4	Elect Mr. John A. Brough as a Director of the Company for the ensuing year				Management	For		For
		A.5	Elect Mr. R. Peter Gillin as a Director of the Company for the ensuing year				Management	For		For
		A.6	Elect Mr. Douglas M. Holtby as a Director of the Company for the ensuing year				Management	For		For
		A.7	Elect Mr. Wade Nesmith as a Director of the Company for the ensuing year				Management	For		For
		B.	Appoint Deloitte & Touche LLP, Independent Registered Chartered Accountants as the Auditors of the Company for the ensuring year and authorize the Directors to fix the Auditors' remuneration				Management	For		For
		C.	Approve the Company' Shareholders Rights Plan, as specified				Management	For		For
		D.	Amend the Company's Share Option Plan, as specified				Management	For		For
		E.	Transact such other business				Non-Voting
		SILVER WHEATON CORP.
		Security			828336107	Meeting Type			Annual and Special Meeting
		Ticker Symbol			SLW	Meeting Date			21-May-2009
		ISIN			CA8283361076	Agenda			933048173 - Management
		City				Holding Recon Date			31-Mar-2009
		Country			Canada	Vote Deadline Date			18-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		A	DIRECTOR				Management
			1	EDUARDO LUNA				For		For
			2	PETER D. BARNES				For		For
			3	LAWRENCE I. BELL				For		For
			4	JOHN A. BROUGH				For		For
			5	R. PETER GILLIN				For		For
			6	DOUGLAS M. HOLTBY				For		For
			7	WADE D. NESMITH				For		For
		B	IN RESPECT OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP, CHARTERED ACCOUNTANTS, AS AUDITORS AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION;				Management	For		For
		C	A RESOLUTION CONFIRMING THE COMPANY'S SHAREHOLDER RIGHTS PLAN DATED DECEMBER 8, 2008, AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR;				Management	For		For
		D	A RESOLUTION APPROVING AMENDMENTS TO THE COMPANY'S SHARE OPTION PLAN, AS MORE PARTICULARLY DESCRIBED IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR.				Management	For		For
		THE WILLIAMS COMPANIES, INC.
		Security			969457100	Meeting Type			Annual
		Ticker Symbol			WMB	Meeting Date			21-May-2009
		ISIN			US9694571004	Agenda			933072148 - Management
		City				Holding Recon Date			30-Mar-2009
		Country			United States	Vote Deadline Date			20-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1A	ELECTION OF DIRECTOR: IRL F. ENGELHARDT				Management	For		For
		1B	ELECTION OF DIRECTOR: WILLIAM E. GREEN				Management	For		For
		1C	ELECTION OF DIRECTOR: W.R. HOWELL				Management	For		For
		1D	ELECTION OF DIRECTOR: GEORGE A. LORCH				Management	For		For
		02	TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT AUDITORS FOR 2009.				Management	For		For
		03	STOCKHOLDER PROPOSAL RELATING TO THE ELECTION OF DIRECTORS ANNUALLY.				Shareholder	Against		For
		SINO FST CORP
		Security			82934H101	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			25-May-2009
		ISIN			CA82934H1010	Agenda			701937356 - Management
		City			ONTARIO	Holding Recon Date			24-Apr-2009
		Country			Canada	Vote Deadline Date			11-May-2009
		SEDOL(s)			2810702 - 5678059 - B01DR39	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE "IN FAVOR" OR ''ABSTAIN" ONL-Y FOR RESOLUTION NUMBERS 1 AND 2. THANK YOU.				Non-Voting
			To receive the audited consolidated financial statements of the Corporation fo-r the FYE 31 DEC 2008, together with the report of the Auditor thereon				Non-Voting
		1.	Elect the Directors of the Corporation as specified				Management	For		For
		2.	Appoint Ernst & Young LLP as the Auditor of the Corporation for the ensuing year and authorize the Directors of the Corporation to fix the remuneration to be paid to the Auditor				Management	For		For
		3.	Transact any other business				Non-Voting
		CAMECO CORPORATION
		Security			13321L108	Meeting Type			Annual
		Ticker Symbol			CCJ	Meeting Date			27-May-2009
		ISIN			CA13321L1085	Agenda			933027787 - Management
		City				Holding Recon Date			03-Apr-2009
		Country			Canada	Vote Deadline Date			26-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	THE UNDERSIGNED HEREBY DECLARES THAT THE SHARES REPRESENTED BY THIS VOTING INSTRUCTION FORM ARE HELD, BENEFICIALLY OWNED OR CONTROLLED, EITHER DIRECTLY OR INDIRECTLY, BY A RESIDENT OF CANADA AS DEFINED ON THE VOTING INSTRUCTION FORM. IF THE SHARES ARE HELD IN THE NAMES OF TWO OR MORE PEOPLE, I HEREBY DECLARE THAT ALL OF THESE PEOPLE ARE RESIDENTS OF CANADA.				Management	For		Against
		02	DIRECTOR				Management
			1	JOHN H. CLAPPISON				For		For
			2	JOE F. COLVIN				For		For
			3	JAMES R. CURTISS				For		For
			4	GEORGE S. DEMBROSKI				For		For
			5	DONALD H.F. DERANGER				For		For
			6	JAMES K. GOWANS				For		For
			7	GERALD W. GRANDEY				For		For
			8	NANCY E. HOPKINS				For		For
			9	OYVIND HUSHOVD				For		For
			10	J.W. GEORGE IVANY				For		For
			11	A. ANNE MCLELLAN				For		For
			12	A. NEIL MCMILLAN				For		For
			13	ROBERT W. PETERSON				For		For
			14	VICTOR J. ZALESCHUK				For		For
		03	APPOINT KPMG LLP AS AUDITORS				Management	For		For
		GAMESA CORPORACION TECHNOLOGICA S A
		Security			E54667113	Meeting Type			Ordinary General Meeting
		Ticker Symbol				Meeting Date			28-May-2009
		ISIN			ES0143416115	Agenda			701921656 - Management
		City			VITORIA	Holding Recon Date			21-May-2009
		Country			Spain	Vote Deadline Date			14-May-2009
		SEDOL(s)			B01CP21 - B01D7H3 - B01QLN6 - B0ZYQK8	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A SE-COND CALL ON 29 MAY 2009. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN V-ALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU.				Non-Voting
		1.	Approve the individual and consolidated annual accounts of the exercise 2008				Management	For		For
		2.	Approve the application of the result and the distribution of the dividend				Management	For		For
		3.	Approve the management report of the company and consolidated group				Management	For		For
		4.	Approve the management of the Board of Directors				Management	For		For
		5.	Ratify the Board Member of Iberdrola with the Calification of dominical External Member				Management	For		For
		6.	Ratify the appointment of Mr. Carles Fernandez-Lerga with Calification of other External Board Members				Management	For		For
		7.	Re-elect the Auditors				Management	For		For
		8.	Authorize the Board of Directors for the derivated acquisition of own shares until max of 5% leaving without effect the previous agreements approved in the OGM of 2008				Management	For		For
		9.	Approve the Incentive Plan to long-term through the deliver of shares of the Company included in the strategic plan 2009-2011, delegation of the faculties for the execution of this retribution system				Management	For		For
		10.	Approve the delegation of the faculties for the execution of the agreements in the OGM				Management	For		For
		KAZMUNAIGAS EXPL & PRODTN JSC
		Security			48666V204	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			28-May-2009
		ISIN			US48666V2043	Agenda			701923016 - Management
		City			TBA	Holding Recon Date			17-Apr-2009
		Country			Kazakhstan	Vote Deadline Date			19-May-2009
		SEDOL(s)			B1FKV75 - B1FSCP4	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1.	Approve to terminate the powers of current counting Commission Members of the Company Aigul Mukanova and Gulnara Ayaganova before the expiry of their terms of powers and appoint new Members: Chairman of the counting Commission Rustam Terekhov and a Member of the counting Commission Gabiden Nurgaliyev with terms of powers that do not exceed terms of powers of existing composition of the counting Commission of the Company				Management	For		For
		2.	Approve the annual consolidated financial statements of the Company for 2008				Management	For		For
		3.	Approve the procedure of distribution of the net profit of the Company, Full title: KazMunaiGas Exploration production Joint Stock Company; Location: Republic of Kaszakhstan, Zip code 010000, Astana, Tauelsizdik, 2; Bank details: TRN 620100210124, IIC 027467201, BIC 1953101603, Kazakhstan Halyk Bank JSC, Astana regional branch; And the amount of dividend for the year 2008 per ordinary share and preferred share of the Company; 1] the amount of dividend for the year 2008 per preferred share of the Company - 656,00 tenge [including amount of tax payable in the manner prescribed by the legislation of the republic of Kazakhstan]; 2] the amount of dividend for the year 2008 per ordinary share of the Company - 656,00 tenge [including amount of tax payable in the manner prescribed by the legislation of the republic of Kazakhstan]; 3] the procedure of distribution of the net profit of the Company reported for financial year in the amount of 241 289 369 ths. Tenge in compli ance with audited consolidated financial statement for the year 2008; for the dividend payment - amount, equal to product of the dividend amount for the year 2008 per ordinary and per preferred share and the quantity of corresponding outstanding shares as for the record date of a list of shareholders entitled to receive dividends; leaving the rest at the disposal of the Company; 4] the record date and time of a list of shareholders entitled to receive dividends - 08 JUN 2009 at 00:00 hours; 5] the date for the commencement of dividend payments - 13 JUL 2009; 6] the procedure and form of dividend payments - according to a list of shareholders entitled to receive dividends by wire transfer to ank accounts of shareholders; 2] Mr. A. Balzhanov, CEO [Chairman of the Executive Board] of the Company in the prescribed manner is to take necessary measures for implementing this resolution subject to the legislation of the republic of Kazakhstan				Management	For		For
		4.	Approve the Company's 2008 annual report				Management	For		For
		5.	Receive the shareholders' applications as to the activities of the Company and its officers and the results of their review for 2008				Management	For		For
		6.	Receive the information on the remuneration package for the Members of the Board of Directors and Management Board of KMG EP in 2008				Management	For		For
		7.	Approve the report on the performance of the Company's Board of Directors and the Management Board in 2008				Management	For		For
		8.	Appoint Ernst & Young as the Company Auditor to review interim financial statements over the 06 months of 2009 and Audit the Company's financial statements and reporting package for NC KMG JSC consolidation for the YE 31 DEC 2009				Management	For		For
		PT TAMBANG BATUBARA BUKIT ASAM (PERSERO) TBK
		Security			Y8520P101	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			28-May-2009
		ISIN			ID1000094006	Agenda			701955114 - Management
		City			TBA	Holding Recon Date			12-May-2009
		Country			Indonesia	Vote Deadline Date			19-May-2009
		SEDOL(s)			6565127 - B01ZJG2 - B0302P5	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1.	Approve the Board of Directors report for book year 2008 and the partnership and community development program report for book year 2008				Management	For		For
		2.	Ratify the financial report for book year 2008 and the partnership and community development program report for book year 2008 and Acquit Et De charge to the Board of Commissioner and the Board of Directors as reflected in annual report				Management	For		For
		3.	Approve to determine the utilization of net Company's profit including cash dividend distribution for book year 2008				Management	For		For
		4.	Approve to determine on Tantiem for the Board of Directors and the Board of Commissioners for book year 2008 and salary/honorarium including facility and other allowance for book year 2009				Management	For		For
		5.	Authorize the Board of Directors to appoint of Independent Public Accountant to audit Company's books for book year 2009 and the partnership and community development program for book year 2009				Management	For		For
		6.	Approve the buy back of Company shares				Management	Against		Against
		7.	Approve to implement on regulation of the ministry of state owned enterprises No. Per 05/MBU/2008 on 03 SEP 2008 regarding the general guidelines supplying goods and services of the state owned enterprises				Management	For		For
		NOBLE CORPORATION
		Security			H5833N103	Meeting Type			Annual
		Ticker Symbol			NE	Meeting Date			28-May-2009
		ISIN			CH0033347318	Agenda			933090691 - Management
		City				Holding Recon Date			12-May-2009
		Country			United States	Vote Deadline Date			27-May-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	APPROVAL OF THE PAYMENT OF A DIVIDEND THROUGH A REDUCTION OF THE PAR VALUE OF THE SHARES IN AN AMOUNT EQUAL TO SWISS FRANCS 0.25				Management	For		For
		02	DIRECTOR				Management
			1	JULIE H. EDWARDS				For		For
			2	MARC E. LELAND				For		For
			3	DAVID W. WILLIAMS				For		For
		03	APPROVAL OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS NOBLE CORPORATION'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009				Management	For		For
		04	APPROVAL OF AN AMENDMENT OF ARTICLE 21 PARAGRAPH 1(D) OF THE ARTICLES OF ASSOCIATION IN ORDER TO LIMIT THE CHANGES TO AUTHORIZED AND CONDITIONAL CAPITAL THAT REQUIRE APPROVAL OF AT LEAST TWO-THIRDS OF THE SHARES REPRESENTED AT A GENERAL MEETING TO AN INCREASE IN THE AMOUNT OF THE AUTHORIZED OR CONDITIONAL SHARE CAPITAL				Management	For		For
		MARKWEST ENERGY PARTNERS, L.P.
		Security			570759100	Meeting Type			Annual
		Ticker Symbol			MWE	Meeting Date			02-Jun-2009
		ISIN			US5707591005	Agenda			933071348 - Management
		City				Holding Recon Date			07-Apr-2009
		Country			United States	Vote Deadline Date			01-Jun-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	FRANK M. SEMPLE				For		For
			2	JOHN M. FOX				For		For
			3	KEITH E. BAILEY				For		For
			4	MICHAEL L. BEATTY				For		For
			5	CHARLES K. DEMPSTER				For		For
			6	DONALD C. HEPPERMANN				For		For
			7	WILLIAM A. KELLSTROM				For		For
			8	ANNE E. FOX MOUNSEY				For		For
			9	WILLIAM P. NICOLETTI				For		For
			10	DONALD D. WOLF				For		For
		02	RATIFICATION OF DELOITTE & TOUCHE LLP AS THE PARTNERSHIP'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.				Management	For		For
		GUANGDONG INVT LTD
		Security			Y2929L100	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			03-Jun-2009
		ISIN			HK0270001396	Agenda			701932279 - Management
		City			HONGKONG	Holding Recon Date			29-May-2009
		Country			Hong Kong	Vote Deadline Date			22-May-2009
		SEDOL(s)			5545119 - 6913168 - B01XXJ7	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF "ABSTAIN" WILL BE TREATED T-HE SAME AS A "TAKE NO ACTION" VOTE.				Non-Voting
		1.	Receive and consider the audited consolidated financial statements and the reports of the Directors of the Company [the "Directors"] and the Auditors of the Company [the "Auditors"] for the YE 31 DEC 2008				Management	For		For
		2.	Declare a final dividend for the YE 31 DEC 2008				Management	For		For
		3.1	Re-elect Mr. Li Wenyue as a Director of the Company				Management	For		For
		3.2	Re-elect Mr. Cheng Mo Chi, Moses as a Director of the Company [Authority expires the earlier of the conclusion of the AGM of the Company to be held in 2012 or 30 JUN 2012 in accordance with the Articles of Association of the Company and/or any applicable laws and regulations]				Management	For		For
		3.3	Re-elect Mr. Zhai Zhiming as a Director of the Company [Authority expires the earlier of the conclusion of the AGM of the Company to be held in 2012 or 30 JUN 2012 in accordance with the Articles of Association of the Company and/or any applicable laws and regulations]				Management	Against		Against
		3.4	Re-elect Mr. Sun Yingming as a Director of the Company [Authority expires the earlier of the conclusion of the AGM of the Company to be held in 2012 or 30 JUN 2012 in accordance with the Articles of Association of the Company and/or any applicable laws and regulations]				Management	For		For
		3.5	Authorize the Board to fix the remuneration of Directors				Management	For		For
		4.	Re-appoint Ernst & Young as the Auditors and authorize the Board to fix their remuneration				Management	For		For
		5.	Authorize the Directors, subject to the other provisions of this resolution and pursuant to Section 57B of the Companies Ordinance [Chapter 32 of the Laws of Hong Kong], to allot, issue and deal with ordinary shares of HKD 0.50 in the capital of the Company and make or grant offers, agreements and options or warrants which would or might require the exercise of such powers be and is hereby generally and unconditionally approved; during and after the relevant period, not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company, otherwise than pursuant to i) a Rights Issue or ii) the exercise of the subscription or conversion rights attaching to any warrants, preference shares, convertible bonds or other securities issued by the Company which are convertible into ordinary Shares or iii) the exercise of options granted by the Company under any option scheme or similar arrangement for the time being adopted for the grant to Directors, o fficers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person [if any] of rights to acquire ordinary Shares or iv) any scrip dividend or similar arrangement providing for the allotment of				Management	Against		Against
			Ordinary Shares in lieu of the whole or part of a dividend on the ordinary Shares; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the Articles or any applicable laws of the Hong Kong Special Administrative Region of the People's Republic of China [Hong Kong] to be held]
		6.	Authorize the Directors during the Relevant Period of all the powers of the Company to repurchase Ordinary Shares on The Stock Exchange of Hong Kong Limited [the "Hong Kong Stock Exchange"] or on any other stock exchange on which the securities of the Company may be listed and authorized by the Securities and Futures Commission and the Hong Kong Stock Exchange under the Hong Kong Code on Share Repurchases for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved; the aggregate nominal amount of the Ordinary Shares which the Company is authorized to repurchase pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the Ordinary Shares in issue as at the date of the pass ing of this resolution; [Authority expires the earlier of the conclusion of the AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the Articles of Association of the Company or any applicable laws of Hong Kong to be held]				Management	For		For
		7.	Authorize the Directors, conditional upon the passing of Resolutions 05 and 06 set out in the notice convening this meeting, the aggregate nominal amount of the number of Ordinary Shares which are repurchased by the Company under the authority granted to the Directors as mentioned in the said Resolution 06 shall be added to the aggregate nominal amount of share capital that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to the approval in the said Resolution 05				Management	Against		Against
		S.8	Amend the Articles of Association of the Company as follows: Article 66A; 69A; 77; 78A; 134A as specified				Management	For		For
		FIRST SOLAR, INC.
		Security			336433107	Meeting Type			Annual
		Ticker Symbol			FSLR	Meeting Date			04-Jun-2009
		ISIN			US3364331070	Agenda			933067349 - Management
		City				Holding Recon Date			14-Apr-2009
		Country			United States	Vote Deadline Date			03-Jun-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1	DIRECTOR				Management
			1	MICHAEL J. AHEARN				For		For
			2	CRAIG KENNEDY				For		For
			3	JAMES F. NOLAN				For		For
			4	J. THOMAS PRESBY				For		For
			5	PAUL H. STEBBINS				Withheld		Against
			6	MICHAEL SWEENEY				Withheld		Against
			7	JOSE H. VILLARREAL				Withheld		Against
		2	RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 26, 2009				Management	For		For
		ATACAMA MINERALS CORP
		Security			045921103	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			05-Jun-2009
		ISIN			CA0459211037	Agenda			701940997 - Management
		City			VANCOUVER	Holding Recon Date			27-Apr-2009
		Country			Canada	Vote Deadline Date			26-May-2009
		SEDOL(s)			2869083 - B01DC78	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ''IN FAVOR" OR "AGAINST" ONL-Y FOR RESOLUTIONS "1, 4 AND 5" AND "IN FAVOR" OR ''ABSTAIN" ONLY FOR RESOLUTIO-N NUMBERS "2.1 to 2.7 AND 3". THANK YOU				Non-Voting
			To receive the annual report of management to the shareholders and the consoli-dated audited financial statements of the Corporation for the YE 31 DEC 2008,-together with the report of the Auditors thereon				Non-Voting
		1.	Approve to fix the number of Directors at 7				Management	For		For
		2.1	Elect Mr. Richard P. Clark as a Director for the ensuing year				Management	For		For
		2.2	Elect Mr. Paul K. Conibear as a Director for the ensuing year				Management	For		For
		2.3	Elect Mr. John H. Craig as a Director for the ensuing year				Management	For		For
		2.4	Elect Mr. Ron F. Hochstein as a Director for the ensuing year				Management	For		For
		2.5	Elect Mr. Lukas H. Lundin as a Director for the ensuing year				Management	For		For
		2.6	Elect Mr. M. B. [Barry] Needham as a Director for the ensuing year				Management	For		For
		2.7	Elect Mr. Edward F. Posey as a Director for the ensuing year				Management	For		For
		3.	Reappoint PricewaterhouseCoopers LLP, Chartered Accountants, as the Auditors of the Corporation for the ensuing year, at a remuneration to be fixed by the Board of Directors of the Corporation				Management	For		For
		4.	Transact any other business				Management	Against		Against
		5.	Approve the grant of 3,700,000 Incentive Stock Options to Insiders as specified				Management	Against		Against
		EURASIAN NATURAL RESOURCES CORPORATION PLC, LONDON
		Security			G3215M109	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			10-Jun-2009
		ISIN			GB00B29BCK10	Agenda			701934449 - Management
		City			LONDON	Holding Recon Date			08-Jun-2009
		Country			United Kingdom	Vote Deadline Date			04-Jun-2009
		SEDOL(s)			B29BCK1 - B29Z3F5 - B2PL4Y3 - B3DHDM1	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1.	Approve the report and accounts for the YE 31 DEC 2008				Management	For		For
		2.	Declare a final dividend of 19 US cents ordinary Shares				Management	For		For
		3.	Approve the Directors' remuneration report for the YE 31 DEC 2008				Management	For		For
		4.	Re-elect Sir. David Cooksey as a Non-Executive Director				Management	For		For
		5.	Re-elect Mr. Gerhard Ammann as a Non-Executive Director				Management	For		For
		6.	Re-elect Sir. Paul Judge as a Non-Executive Director				Management	For		For
		7.	Re-elect Mr. Kenneth Olisa as a Non-Executive Director				Management	For		For
		8.	Re-appoint PricewaterhouseCoopers LLP as the Auditors of the Company				Management	For		For
		9.	Authorize the Audit Committee of the Board of Directors to set the remuneration of the Auditors				Management	For		For
		S.10	Authorize the Company, for the purpose of Section 166 of the Companies Act 1985[the Act], to make market purchases [as specified in Section 163(3) of the Act] of up to 128,775,000 ordinary shares of USD 0.20 each in the capital of the Company[each an ordinary shares] on such terms and in such manner as the Directors may from time to time determine and where such ordinary shares are held as treasury shares, the Company may use them for the purposes set out in Section 162D of the Act, including for the purpose of its Employee Shares Scheme, at a minimum price of USD 0.20[exclusive expenses] and up to 105% of the average middle market quotations for such shares derived from the London Stock Exchange Daily Official List, over the previous 5 business days; [Authority expires the earlier of the conclusion of the next AGM of the Company or 09 SEP 2010]; the Company, before the expiry, may make a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry				Management	For		For
		S.11	Approve, that a general meeting other than an AGM be called on not less than 14 clear Days' notice				Management	For		For
		S.12	Amend the Articles of Association with effect from 01 OCT 2009 as specified				Management	For		For
		ENERGY RECOVERY INC
		Security			29270J100	Meeting Type			Annual
		Ticker Symbol			ERII	Meeting Date			12-Jun-2009
		ISIN			US29270J1007	Agenda			933079712 - Management
		City				Holding Recon Date			15-Apr-2009
		Country			United States	Vote Deadline Date			11-Jun-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	PAUL M. COOK				For		For
			2	FRED OLAV JOHANNESSEN				For		For
			3	M.E. PATE-CORNELL				For		For
		02	RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2009.				Management	For		For
		CHESAPEAKE ENERGY CORPORATION
		Security			165167107	Meeting Type			Annual
		Ticker Symbol			CHK	Meeting Date			12-Jun-2009
		ISIN			US1651671075	Agenda			933087062 - Management
		City				Holding Recon Date			15-Apr-2009
		Country			United States	Vote Deadline Date			11-Jun-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	RICHARD K. DAVIDSON				Withheld		Against
			2	V. BURNS HARGIS				Withheld		Against
			3	CHARLES T. MAXWELL				Withheld		Against
		02	TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.				Management	For		For
		03	TO APPROVE AN AMENDMENT TO OUR LONG TERM INCENTIVE PLAN.				Management	For		For
		04	TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009.				Management	For		For
		05	SHAREHOLDER PROPOSAL REGARDING ANNUAL ELECTIONS OF DIRECTORS.				Shareholder	For		Against
		06	SHAREHOLDER PROPOSAL REGARDING MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS.				Shareholder	For		Against
		07	SHAREHOLDER PROPOSAL REGARDING THE COMPANY'S NON-DISCRIMINATION POLICY.				Shareholder	Abstain		Against
		PETROHAWK ENERGY CORPORATION
		Security			716495106	Meeting Type			Annual
		Ticker Symbol			HK	Meeting Date			18-Jun-2009
		ISIN			US7164951060	Agenda			933093700 - Management
		City				Holding Recon Date			27-Apr-2009
		Country			United States	Vote Deadline Date			17-Jun-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	DIRECTOR				Management
			1	JAMES W. CHRISTMAS				For		For
			2	JAMES L. IRISH III				For		For
			3	ROBERT C. STONE, JR.				For		For
		02	RATIFICATION AND APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE TO 500 MILLION SHARES.				Management	For		For
		03	RATIFICATION AND APPROVAL OF THE AMENDMENT TO OUR 2004 EMPLOYEE INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN BY 5.3 MILLION SHARES.				Management	For		For
		04	RATIFICATION AND APPROVAL OF THE AMENDMENT TO OUR 2004 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN BY 0.5 MILLION SHARES.				Management	For		For
		05	RATIFICATION AND APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ALLOW THE BOARD OF DIRECTORS TO AMEND OUR BYLAWS.				Management	Against		Against
		06	RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2009.				Management	For		For
		CHINA HIGH SPEED TRANSMISSION EQUIPMENT GROUP CO L
		Security			G2112D105	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			19-Jun-2009
		ISIN			KYG2112D1051	Agenda			701962575 - Management
		City			HONG KONG	Holding Recon Date			12-Jun-2009
		Country			Cayman Islands	Vote Deadline Date			09-Jun-2009
		SEDOL(s)			B1YC2B3 - B231MR4 - B244P39	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST' FOR-ALL RESOLUTIONS. THANK YOU.				Non-Voting
		1.	Receive and approve the audited consolidated financial statements together with the Directors' report and the Independent Auditor's report of the Company for the YE 31 DEC 2008				Management	For		For
		2.	Declare a final dividend in respect of the year 31 DEC 2008				Management	For		For
		3.a	Re-elect Mr. Li Shengqiang as an Executive Director				Management	For		For
		3.b	Re-elect Mr. Liu Jianguo as an Executive Director				Management	Against		Against
		3.c	Re-elect Mr. Liao Enrong as an Executive Director				Management	For		For
		3.d	Re-elect Mr. Jiang Xihe as an Independnet Non-Executive Director				Management	For		For
		3.e	Authorize the Board of Directors of the Company to fix the remuneration of the Directors				Management	Against		Against
		4.	Re-appoint Deloitte Touche Tohmatsu as the Auditors of the Company and authorize the Board of Directors of the Company to fix their remuneration				Management	For		For
		5.	Authorize the Directors, pursuant to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited [the 'Listing Rules'], to allot, issue and deal with any unissued shares in the capital of the Company and to make or grant offers, agreements and options [including but not limited to warrants, bonds and debentures convertible into shares of the Company] which might require the exercise of such powers during and after the end of the relevant period, not exceeding 20% of the total nominal value of the share capital of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly, otherwise than pursuant to i) a rights issue [as specified]; or (ii) an issue of shares upon the exercise of options which may be granted under any Share Option Scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or any other person of shares or rights to acquire shares of the Company; or (iii) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company; or (iv) a specific authority granted by the shareholders of the Company in general meeting; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the Articles of Association of the Company or any applicable laws of the Cayman Islands to be held]				Management	Against		Against
		6.	Authorize the Directors, to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited [the 'Stock Exchange'] or on any other stock exchange on which the shares of the Company may be listed and which is recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Listing Rules or any other Stock Exchange as amended from time to time, not exceeding 10% of the total nominal value of the share capital of the Company in issue as at the date of passing of this resolution, and the authority granted pursuant to this resolution said shall be limited accordingly; [Authority expires the earlier of the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM of the Company is required by the Articles of Association of the Company or any applicable laws of the Cayman Islands to be held]				Management	For		For
		7.	Approve to extend, conditional upon the Ordinary Resolutions as specified in Resolutions 5 and 6 of this meeting being passed, the general mandate granted to the Directors to allot, issue and deal in any unissued shares pursuant to the Resolution 5 as specified in this meeting by the addition to the aggregate nominal value of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to the Ordinary Resolution 6 as specified in this meeting, provided that such extended amount shall not exceed 10% of the total nominal value of the share capital of the Company in issue at the date of the passing of this resolution				Management	Against		Against
		GAZPROM O A O
		Security			368287207	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			26-Jun-2009
		ISIN			US3682872078	Agenda			701968995 - Management
		City			MOSCOW	Holding Recon Date			08-May-2009
		Country			Russian Federation	Vote Deadline Date			12-Jun-2009
		SEDOL(s)			2016629 - 5140989 - 5259528	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
			PLEASE NOTE THAT BECAUSE OF THE SIZE OF THE AGENDA (136 RESOLUTIONS) FOR THE G-AZPROM OF RUSSIA MEETING. THE AGENDA HAS BEEN BROKEN UP AMONG TWO INDIVIDUAL M-EETINGS. THE MEETING IDS AND HOW THE RESOLUTIONS HAVE BEEN BROKEN OUT ARE AS F-OLLOWS: MEETING IDS 578091 [RESOLUTIONS 1 THROUGH 7.92], 583856 [RESOLUTIONS 7-.93 THROUGH 9.11]. IN ORDER TO VOTE ON THE COMPLETE AGENDA OF THIS MEETING YOU-MUST VOTE ON ALL TWO MEETINGS.				Non-Voting
		1.	Approval of the annual report of the Company.				Management	For		For
		2.	Approval of the annual accounting statements, including the profit and loss reports [profit and loss accounts] of the Company.				Management	For		For
		3.	Approval of the distribution of profit of the Company based on the results of 2008.				Management	For		For
		4.	Regarding the amount of, time for and form of payment of dividends based on the results of 2008.				Management	For		For
		5.	Approval of the External Auditor of the Company.				Management	For		For
		6.	Regarding the remuneration of Members of the Board of Directors and Audit Commission of the Company.				Management	Against		Against
		7.1	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Gazprombank [Open Joint Stock Company] regarding receipt by OAO Gazprom of funds in a maximum sum of 500 million U.S. dollars or its equivalent in rubles or euros, for a term of up to and including 5 years, with interest for using the loans to be paid at a rate not exceeding 15% per annum in the case of loans in U.S. dollars / euros and at a rate not exceeding the Bank of Russia's refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in rubles.				Management	For		For
		7.2	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Sberbank of Russia OAO regarding receipt by OAO Gazprom of funds in a maximum sum of 1.5 billion U.S. dollars or its equivalent in rubles or euros, for a term of up to and including 5 years, with interest for using the loans to be paid at a rate not exceeding 15% per annum in the case of loans in U.S. dollars / euros and at a rate not exceeding the Bank of Russia's refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in rubles.				Management	For		For
		7.3	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO VTB Bank regarding receipt by OAO Gazprom of funds in a maximum sum of 1 billion U.S. dollars or its equivalent in rubles or euros, for a term of up to and including 5 years, with interest for using the loans to be paid at a rate not exceeding 15% per annum in the case of loans in U.S. dollars / euros and at a rate not exceeding the Bank of Russia's refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in rubles.				Management	For		For
		7.4	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and State Corporation Bank for Development and Foreign Economic Affairs [Vnesheconombank] regarding receipt by OAO Gazprom of funds in a maximum sum of 6 billion U.S. dollars or its equivalent in rubles or euros, for a term of up to and including 5 years, with interest for using the loans to be paid at a rate not exceeding 15% per annum in the case of loans in U.S. dollars / euros and at a rate not exceeding the Bank of Russia's refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in rubles.				Management	For		For
		7.5	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Rosselkhozbank regarding receipt by OAO Gazprom of funds in a maximum sum of 1.5 billion U.S. dollars or its equivalent in rubles or euros, for a term of up to and including 5 years, with interest for using the loans to be paid at a rate not exceeding 15% per annum in the case of loans in U.S. dollars / euros and at a rate not exceeding the Bank of Russia's refinancing rate in effect on the date of entry into the applicable loan agreement, plus 3% per annum, in the case of loans in rubles.				Management	For		For
		7.6	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Gazprombank [Open Joint Stock Company], to be entered into pursuant to a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds in a maximum sum of 25 billion rubles, for a term not exceeding 30 calendar days, with interest for using the loans to be paid at a rate not exceeding the indicative rate based on the offered rates of Russian ruble loans [deposits] in the Moscow money market [MosPrime Rate] established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 2%.				Management	For		For
		7.7	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Sberbank of Russia OAO, to be entered into pursuant to a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds in a maximum sum of 17 billion rubles, for a term not exceeding 30 calendar days, with interest for using the loans to be paid at a rate not exceeding the indicative rate based on the offered rates of Russian ruble loans [deposits] in the Moscow money market [MosPrime Rate] established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%.				Management	For		For
		7.8	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Gazenergoprombank, to be entered into pursuant to a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds in a maximum sum of 100 million U.S. dollars, for a term not exceeding 30 calendar days, with interest for using the loans to be paid at a rate not exceeding the London Interbank Offered Rate [LIBOR] established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%.				Management	For		For
		7.9	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO VTB Bank, to be entered into pursuant to a loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of funds in a maximum sum of 5 billion rubles, for a term not exceeding 30 calendar days, with interest for using the loans to be paid at a rate not exceeding the indicative rate based on the offered rates of Russian ruble loans [deposits] in the Moscow money market [MosPrime Rate] established for loans with a maturity equal to the period of using the applicable loan, quoted as of the date of entry into the applicable transaction, increased by 4%.				Management	For		For
		7.10	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Gazprombank [Open Joint Stock Company] pursuant to which Gazprombank [Open Joint Stock Company] will, upon the terms and conditions announced by it, accept and credit funds transferred to accounts opened by OAO Gazprom and conduct operations through the accounts in accordance with OAO Gazprom's instructions, as well as agreements between OAO Gazprom and Gazprombank [Open Joint Stock Company] regarding maintenance in the account of a non-reducible balance in a maximum sum not exceeding 20 billion rubles or its equivalent in a foreign currency for each transaction, with interest to be paid by the bank at a rate not lower than 0.1% per annum in the relevant currency.				Management	For		For
		7.11	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Sberbank of Russia OAO pursuant to which Sberbank of Russia OAO will, upon the terms and conditions announced by it, accept and credit funds transferred to accounts opened by OAO Gazprom and conduct operations through the accounts in accordance with OAO Gazprom's instructions.				Management	For		For
		7.12	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Gazenergoprombank pursuant to which ZAO Gazenergoprombank will, upon the terms and conditions announced by it, accept and credit funds transferred to accounts opened by OAO Gazprom and conduct operations through the accounts in accordance with OAO Gazprom's instructions.				Management	For		For
		7.13	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO VTB Bank pursuant to which OAO VTB Bank will, upon the terms and conditions announced by it, accept and credit funds transferred to accounts opened by OAO Gazprom and conduct operations through the accounts in accordance with OAO Gazprom's instructions.				Management	For		For
		7.14	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Gazprombank [Open Joint Stock Company] pursuant to which the bank will provide services to OAO Gazprom making use of the Bank Client electronic payments system, including, without limitation, receipt from OAO Gazprom of electronic payment documents for executing expense operations through accounts, provision of the account electronic statements and conduct of other electronic document processing, and OAO Gazprom will pay for the services provided at such tariffs of the bank as may be in effect at the time the services are provided.				Management	For		For
		7.15	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Sberbank of Russia OAO pursuant to which Sberbank of Russia OAO will provide services to OAO Gazprom making use of the Client Sberbank electronic payments system, including, without limitation, receipt from OAO Gazprom of electronic payment documents for executing expense operations through accounts, provision of the account electronic statements and conduct of other electronic document processing, and OAO Gazprom will pay for the services provided at such tariffs of Sberbank of Russia OAO as may be in effect at the time the services are provided.				Management	For		For
		7.16	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Gazenergoprombank pursuant to which ZAO Gazenergoprombank will provide services to OAO Gazprom making use of the Bank Client electronic payments system, including, without limitation, receipt from OAO Gazprom of electronic payment documents for executing expense operations through accounts, provision of the account electronic statements and conduct of other electronic document processing, and OAO Gazprom will pay for the services provided at such tariffs of ZAO Gazenergoprombank as may be in effect at the time the services are provided.				Management	For		For
		7.17	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO VTB Bank pursuant to which OAO VTB Bank will provide services to OAO Gazprom making use of the Bank Client electronic payments system, including, without limitation, receipt from OAO Gazprom of electronic payment documents for executing expense operations through accounts, provision of the account electronic statements and conduct of other electronic document processing, and OAO Gazprom will pay for the services provided at such tariffs of OAO VTB Bank as may be in effect at the time the services are provided.				Management	For		For
		7.18	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, the foreign currency purchase/sale transactions between OAO Gazprom and Gazprombank [Open Joint Stock Company], to be entered into under the General Agreement on the Conduct of Conversion Operations between OAO Gazprom and the bank dated as of September 12, 2006, No. 3446, in a maximum sum of 500 million U.S. dollars or its equivalent in rubles, euros or other currency for each transaction.				Management	For		For
		7.19	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Gazprombank [Open Joint Stock Company] pursuant to which OAO Gazprom will grant suretyships to secure performance of OAO Gazprom's subsidiaries' obligations to Gazprombank [Open Joint Stock Company] with respect to the bank's guarantees issued to the Russian Federation's tax authorities in connection with the subsidiaries challenging such tax authorities' claims in court, in an aggregate maximum sum equivalent to 500 million U.S. dollars and for a period of not more than 14 months.				Management	For		For
		7.20	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Sberbank of Russia OAO pursuant to which OAO Gazprom will grant suretyships to secure performance of OAO Gazprom's subsidiaries' obligations to Sberbank of Russia OAO with respect to the bank's guarantees issued to the Russian Federation's tax authorities in connection with the subsidiary companies challenging such tax authorities' claims in court, in an aggregate maximum sum equivalent to 500 million U.S. dollars and for a period of not more than 14 months.				Management	For		For
		7.21	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Gazprombank [Open Joint Stock Company] pursuant to which OAO Gazprom will grant suretyships to secure performance of OAO Gazprom's subsidiaries' obligations to Gazprombank [Open Joint Stock Company] with respect to the bank's guarantees issued to the Russian Federation's tax authorities related to such companies' obligations to pay excise taxes in connection with exports of petroleum products that are subject to excise taxes, and eventual penalties, in a maximum sum of 1.8 billion rubles and for a period of not more than 14 months.				Management	For		For
		7.22	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Nord Stream AG pursuant to which OAO Gazprom will issue a guarantee [suretyship] to Nord Stream AG to secure performance of OOO Gazprom Export's obligations under a gas transportation agreement between Nord Stream AG and OOO Gazprom Export, including its obligations to pay a tariff for the transportation of gas via the North Stream gas pipeline on the basis of an agreed-upon model for calculating the tariff, in an aggregate maximum sum of 24.035 billion euros.				Management	For		For
		7.23	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Gazprombank [Open Joint Stock Company] pursuant to which Gazprombank [Open Joint Stock Company] undertakes under instructions of OAO Gazprom and for a fee not exceeding 0.5% per annum, to open on a monthly basis documentary irrevocable uncovered letters of credit in favor of AK Uztransgaz in connection with payments for its services related to natural gas transportation across the territory of the Republic of Uzbekistan, with the maximum amount under all of the simultaneously outstanding letters of credit being 81 million U.S. dollars.				Management	For		For
		7.24	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Beltransgaz pursuant to which OAO Gazprom will grant OAO Beltransgaz temporary possession and use of the facilities of the Yamal-Europe trunk gas pipeline system and related service equipment that are situated in the territory of the Republic of Belarus for a period of not more than 12 months and OAO Beltransgaz will make payment for using such property in a maximum sum of 6.33 billion rubles.				Management	For		For
		7.25	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Gazpromregiongaz pursuant to which OAO Gazprom will grant OAO Gazpromregiongaz temporary possession and use of the property complex of the gas distribution system, comprised of facilities designed to transport and supply gas directly to consumers [gas off taking pipelines, gas distribution pipelines, inter-township and street gas pipelines, high-, medium- and low- pressure gas pipelines, gas flow control stations and buildings], for a period of not more than 12 months and OAO Gazpromregiongaz will make payment for using such property in a maximum sum of 769.4 million rubles.				Management	For		For
		7.26	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Gazprom Neft Orenburg pursuant to which OAO Gazprom will grant ZAO Gazprom Neft Orenburg temporary possession and use of the wells and downhole and above-ground well equipment within the Eastern Segment of the Orenburgskoye oil and gas- condensate field for a period of not more than 12 months and ZAO Gazprom Neft Orenburg will make payment for using such property in a maximum sum of 1.5 billion rubles.				Management	For		For
		7.27	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Gazpromtrubinvest pursuant to which OAO Gazprom will grant OAO Gazpromtrubinvest temporary possession and use of the building and equipment of a tubing and casing manufacturing facility with a thermal treatment shop and pipe coating unit, situated in the Kostromskaya Region, town of Volgorechensk, for a period of not more than 12 months and OAO Gazpromtrubinvest will make payment for using such property in a maximum sum of 451 million rubles.				Management	For		For
		7.28	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Lazurnaya pursuant to which OAO Gazprom will grant OAO Lazurnaya temporary possession and use of the property of the first and second units of the Lazurnaya Peak Hotel complex, situated in the city of Sochi, for a period of not more than 12 months and OAO Lazurnaya will make payment for using such property in a maximum sum of 93.3 million rubles.				Management	For		For
		7.29	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and DOAO Tsentrenergogaz of OAO Gazprom pursuant to which OAO Gazprom will grant DOAO Tsentrenergogaz of OAO Gazprom temporary possession and use of the building and equipment of the repair and machining shop at the home base of the oil and gas production department for the Zapolyarnoye gas-oil-condensate field, situated in the Yamalo-Nenetskiy Autonomous Area, Tazovskiy District, township of Novozapolyarnyi, as well as of the building and equipment of the repair and machining shop at the Southern Regional Repair Base, situated in the Stavropolskiy Province, town of Izobilnyi, for a period of not more than 12 months and DOAO Tsentrenergogaz of OAO Gazprom will make payment for using such property in a maximum sum of 115.5 million rubles.				Management	For		For
		7.30	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OOO Gazpromtrans pursuant to which OAO Gazprom will grant OOO Gazpromtrans temporary possession and use of the infrastructure facilities of the railway stations of the Surgutskiy Condensate Stabilization Plant, of the Sernaya railway station and of the Tvyordaya Sera railway station, the facilities of the railway station situated in the town of Slavyansk-na-Kubani, as well as the facilities of the railway line from the Obskaya station to the Bovanenkovo station, for a period of not more than 12 months and OOO Gazpromtrans will make payment for using such property in a maximum sum of 2.1 billion rubles.				Management	For		For
		7.31	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OOO Gazpromtrans pursuant to which OAO Gazprom will grant OOO Gazpromtrans temporary possession and use of methanol tank cars for a period of not more than 5 years and OOO Gazpromtrans will make payment for using such property in a maximum sum of 190 million rubles				Management	For		For
		7.32	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Tsentrgaz pursuant to which OAO Gazprom will grant OAO Tsentrgaz temporary possession and use of the facilities of a preventative clinic that are situated in the Tulskaya Region, Shchokinskiy District, township of Grumant, for a period of not more than 12 months and OAO Tsentrgaz will make payment for using such property in a maximum sum of 24.1 million rubles.				Management	For		For
		7.33	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Druzhba pursuant to which OAO Gazprom will grant OAO Druzhba temporary possession and use of the facilities of Druzhba vacation center [hotels, effluent treatment facilities, transformer substations, entrance checkpoints, cottages, utility networks, metal fences, parking area, ponds, roads, pedestrian				Management	For		For
			crossings, playgrounds, sewage pumping station, sports center, roofed ground-level arcade, servicing station, diesel-generator station, boiler house extension, storage facility, Fisherman's Lodge, garage, as well as service machinery, equipment, furniture and accessories] situated in the Moscow Region, Naro-Fominskiy District, village of Rogozinino, for a period of not more than 12 months and OAO Druzhba will make payment for using such property in a maximum sum of 249.55 million rubles.
		7.34	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Gazprom Promgaz pursuant to which OAO Gazprom will grant OAO Gazprom Promgaz temporary possession and use of experimental prototypes of gas-using equipment [self-contained modular boiler installation, recuperative air heater, mini-boiler unit, radiant panel heating system, U-shaped radiant tube, modularized compact full-function gas and water treatment installations for coal bed methane extraction wells, well-head equipment, borehole enlargement device, and pressure core sampler] located in the Rostovskaya Region, town of Kamensk-Shakhtinskiy, and the Kemerovskaya Region, city of Novokuznetsk, for a period of not more than 12 months and OAO Gazprom Promgaz will make payment for using such property in a maximum sum of 3.5 million rubles.				Management	For		For
		7.35	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Gazprombank [Open Joint Stock Company] pursuant to which OAO Gazprom will grant Gazprombank [Open Joint Stock Company] temporary possession and use of the non-residential premises in a building that are situated at 31 Lenina Street, Yugorsk, Tyumenskaya Region and are used to house a branch of Gazprombank [Open Joint Stock Company], with a total floor space of 810.6 square meters, and the plot of land occupied by the building and required to use that building, with an area of 3,371 square meters, for a period of not more than 12 months and Gazprombank [Open Joint Stock Company] will make payment for using such property in a maximum sum of 2.61 million rubles.				Management	For		For
		7.36	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Salavatnefteorgsintez pursuant to which OAO Gazprom will grant OAO Salavatnefteorgsintez temporary possession and use of the gas condensate pipeline running from the Karachaganakskoye gas condensate field to the Orenburgskiy Gas Refinery for a period of not more than 12 months and OAO Salavatnefteorgsintez will make payment for using such property in a maximum sum of 347 thousand rubles.				Management	For		For
		7.37	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Vostokgazprom pursuant to which OAO Gazprom will grant OAO Vostokgazprom temporary possession and use of an M- 468R special-purpose communications installation for a period of not more than 12 months and OAO Vostokgazprom will make payment for using such property in a maximum sum of 109 thousand rubles.				Management	For		For
		7.38	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OOO Gazprom Export pursuant to which OAO Gazprom will grant OOO Gazprom Export temporary possession and use of an M- 468R special-purpose communications installation for a period of not more than 12 months and OOO Gazprom Export will make payment for using such property in a maximum sum of 129 thousand rubles.				Management	For		For
		7.39	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Gazprom Neft pursuant to which OAO Gazprom will grant OAO Gazprom Neft temporary possession and use of an M-468R special-purpose communications installation for a period of not more than 12 months and OAO Gazprom Neft will make payment for using such property in a maximum sum of 132 thousand rubles.				Management	For		For
		7.40	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Gazprom Space Systems pursuant to which OAO Gazprom will grant OAO Gazprom Space Systems temporary possession and use of an ERP software and hardware solution, System for Managing OAO Gazprom's Property and Other Assets at OAO Gazcom Level [ERP], for a period of not more than 12 months and OAO Gazprom Space Systems will make payment for using such property in a maximum sum of 1.15 million rubles.				Management	For		For
		7.41	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Yamalgazinvest pursuant to which OAO Gazprom will grant ZAO Yamalgazinvest temporary possession and use of an ERP software and hardware solution, System for Managing OAO Gazprom's Property and Other Assets at ZAO Yamalgazinvest Level [ERP], for a period of not more than 12 months and ZAO Yamalgazinvest will make payment for using such property in a maximum sum of 1.74 million rubles.				Management	For		For
		7.42	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Gaztelecom pursuant to which OAO Gazprom will grant ZAO Gaztelecom temporary possession and use of communications facilities within the composition of buildings, communications lines, communications networks, cable duct systems and equipment, which are located in the city of Moscow, the city of Maloyaroslavets, the city of Rostov-on-Don, the city of Kaliningrad, in the Smolenskaya Region of the Russian Federation and in the territory of the Republic of Belarus, for a period of not more than 12 months and ZAO Gaztelecom will make payment for using such property in a maximum sum of 204.8 million rubles.				Management	For		For
		7.43	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OOO TsentrCaspneftegaz pursuant to which OAO Gazprom will extend to OOO TsentrCaspneftegaz long-term loans in an aggregate maximum sum of 12.6 billion rubles for the purpose of development by it in 2009-2011 of the Tsentralnaya geological structure.				Management	For		For
		7.44	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and Gazprombank [Open Joint Stock Company] pursuant to which the bank will issue guarantees to the Russian Federation's customs authorities with respect to the obligations of OAO Gazprom as a customs broker to pay customs payments and eventual interest and penalties, in a maximum sum of 50 million rubles, with the bank to be paid a fee at a rate of not more than 1% per annum of the amount of the guarantee.				Management	For		For
		7.45	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OOO Mezhregiongaz pursuant to which OAO Gazprom will deliver and OOO Mezhregiongaz will accept [off-take] gas in an amount of not more than 300 billion cubic meters, deliverable monthly, and will pay for gas a maximum sum of 886.9 billion rubles.				Management	For		For
		7.46	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OOO Mezhregiongaz pursuant to which OOO Mezhregiongaz undertakes under instructions of OAO Gazprom and for a fee of not more than 200 million rubles, in its own name, but for OAO Gazprom's account, to accept and, through OOO Mezhregiongaz's electronic trading site, sell gas produced by OAO Gazprom and its affiliates, in an amount of not more than 11.25 billion cubic meters for a maximum sum of 20 billion rubles.				Management	For		For
		7.47	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OOO Mezhregiongaz pursuant to which OOO Mezhregiongaz will deliver and OAO Gazprom will accept [off-take] gas purchased by OOO Mezhregiongaz from independent entities, in an amount of not more than 21.9 billion cubic meters for a maximum sum of 70 billion rubles.				Management	For		For
		7.48	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OOO Gazprom Export pursuant to which OOO Gazprom Export undertakes under instructions of OAO Gazprom and for a fee of not more than 55 million rubles, in its own name, but for OAO Gazprom's account, to accept and sell in the market outside the customs territory of the Russian Federation liquid hydrocarbons owned by OAO Gazprom, including crude oil, gas condensate and refined products [gasoline, liquefied gases, etc.], in an amount of not more than 1.25 million tons for a maximum sum of 11 billion rubles.				Management	For		For
		7.49	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OOO Mezhregiongaz pursuant to which OAO Gazprom will deliver and OOO Mezhregiongaz will accept [off-take] gas purchased by OAO Gazprom from OAO LUKOIL and stored in underground gas storage facilities, in an amount of not more than 3.39 billion cubic meters, and will pay for gas a maximum sum of 9.1 billion rubles.				Management	For		For
		7.50	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Northgas pursuant to which ZAO Northgas will deliver and OAO Gazprom will accept [off-take] gas in an amount of not more than 4.8 billion cubic meters, deliverable monthly, and will pay for gas a maximum sum of 4 billion rubles.				Management	For		For
		7.51	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Severneftegazprom pursuant to which OAO Severneftegazprom will deliver and OAO Gazprom will accept [off- take] gas in an amount of not more than 24.2 billion cubic meters and will pay for gas a maximum sum of 23 billion rubles.				Management	For		For
		7.52	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Gazprom Neft Orenburg pursuant to which ZAO Gazprom Neft Orenburg will deliver and OAO Gazprom will accept [off-take] unstable crude oil in an amount of not more than 650 thousand tons and will pay for crude oil a maximum sum of 5.3 billion rubles.				Management	For		For
		7.53	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO SIBUR Holding pursuant to which OAO SIBUR Holding will deliver and OAO Gazprom will accept [off-take] dry stripped gas processed at gas refining complexes in an amount of not more than 4.5 billion cubic meters and will pay for gas a maximum sum of 5.1 billion rubles.				Management	For		For
		7.54	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO SIBUR Holding pursuant to which OAO Gazprom will sell and OAO SIBUR Holding will buy ethane fraction in a total amount of 4.885 million tons for a maximum sum of 33.707 billion rubles.				Management	For		For
		7.55	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO SIBUR Holding pursuant to which OAO SIBUR Holding undertakes under instructions of OAO Gazprom and for a fee of not more than 30 million rubles, to enter into: in OAO Gazprom's name and for OAO Gazprom's account: agreements providing for the processing of ethane fraction in an amount of not more than 275 thousand tons and with the maximum cost of ethane fraction processing services being 2.6 billion rubles; and agreements providing for the sale of ethane fraction processing products [polyethylene] in an amount of not more than 180 thousand tons for a maximum sum of 6.5 billion rubles; and in its own name, but for OAO Gazprom's account: agreements on arranging for the transportation and storage of ethane fraction processing products [polyethylene] owned by OAO Gazprom in a n amount of not more than 36 thousand tons for a maximum sum of 75 million rubles.				Management	For		For
		7.56	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO SIBUR Holding pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount of not more than 1.2 billion cubic meters and OAO SIBUR Holding will pay for the services related to arranging for the transportation of gas via trunk gas pipelines a maximum sum of 1 billion rubles.				Management	For		For
		7.57	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Tomskgazprom pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount of not more than 3 billion cubic meters and OAO Tomskgazprom will pay for the services related to arranging for the transportation of gas via trunk gas pipelines a maximum sum of 1.2 billion rubles.				Management	For		For
		7.58	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OOO Mezhregiongaz pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount of not more than 45 billion cubic meters across the territory of the Russian Federation, CIS countries and Baltic states and OOO Mezhregiongaz will pay for the services related to arranging for the transportation of gas via trunk gas pipelines a maximum sum of 70 billion rubles.				Management	For		For
		7.59	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Gazprom Neft pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount of not more than 3.8 billion cubic meters and OAO Gazprom Neft will pay for the services related to arranging for the transportation of gas via trunk gas pipelines a maximum sum of 2.62 billion rubles.				Management	For		For
		7.60	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO NOVATEK pursuant to which OAO Gazprom will provide services related to arranging for the transportation of gas in a total amount of not more than 45 billion cubic meters and OAO NOVATEK will pay for the services related to arranging for the transportation of gas via trunk gas pipelines a maximum sum of 60 billion rubles..				Management	For		For
		7.61	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO NOVATEK pursuant to which OAO Gazprom will provide services related to arranging for the injection into and storage in underground gas storage facilities of gas owned by OAO NOVATEK in an amount of not more than 1 billion cubic meters and OAO NOVATEK will pay for the services related to arranging for gas injection and storage a maximum sum of 400 million rubles, as well as services related to arranging for the off-taking from underground gas storage facilities of gas owned by OAO NOVATEK in an amount of not more than 1 billion cubic meters and OAO NOVATEK will pay for the services related to arranging for the off-taking of gas a maximum sum of 20 million rubles.				Management	For		For
		7.62	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and a/s Latvijas Gaze pursuant to which OAO Gazprom will sell and a/s Latvijas Gaze will purchase gas as follows: in an amount of not more than 750 million cubic meters for a maximum sum of 225 million euros in the second half of 2009 and in an amount of not more than 750 million cubic meters for a maximum sum of 225 million euros in the first half of 2010, as well as pursuant to which a/s Latvijas Gaze will provide services related to injection into and storage in the Ineukalna underground gas storage facility of gas owned by OAO Gazprom, and related to its off-taking and transportation across the territory of the Republic of Latvia, as follows: in the second half of 2009-services related to injection of gas in an amount of not more than 1.2 billion cubic meters, services related to storage and off-taking of gas in an amount of not more than 800 million cubic meters and services related to transportation of gas in an amount of not more than 2 billion cubic meters, and OAO Gazprom will pay for such services a maximum				Management	For		For
			sum of 20 million euros; and in the first half of 2010 – services related to injection of gas in an amount of not more than 800 million cubic meters, services related to storage and off-taking of gas in an amount of not more than 1 billion cubic meters and services related to transportation of gas in an amount of not more than 1.8 billion cubic meters, and OAO Gazprom will pay for such services a maximum sum of 23 million euros.
		7.63	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and AB Lietuvos Dujos pursuant to which OAO Gazprom will sell and AB Lietuvos Dujos will purchase gas as follows: in an amount of not more than 675 million cubic meters for a maximum sum of 180 million euros in the second half of 2009 and in an amount of not more than 790 million cubic meters for a maximum sum of 210 million euros in the first half of 2010, as well as pursuant to which AB Lietuvos Dujos will provide services related to the transportation of gas in transit mode across the territory of the Republic of Lithuania as follows: in the second half of 2009-in an amount of not more than 743 million cubic meters, and OAO Gazprom will pay for such gas transportation services a maximum sum of 3 million euros; and in the first half of 2010-in an amount of not more than 1.25 billion cubic meters, and OAO Gazprom will pay for such gas transportation services a maximum sum of 6.5 million euros.				Management	For		For
		7.64	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and UAB Kauno termofikacijos elektrin pursuant to which OAO Gazprom will sell and UAB Kauno termofikacijos elektrin will purchase gas as follows: in an amount of not more than 180 million cubic meters for a maximum sum of 48 million euros in the second half of 2009 and in an amount of not more than 225 million cubic meters for a maximum sum of 60 million euros in the first half of 2010.				Management	For		For
		7.65	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and MoldovaGaz S.A. pursuant to which OAO Gazprom will deliver and MoldovaGaz S.A. will accept [off-take] in 2010 gas in an amount of not more than 3.9 billion cubic meters and will pay for gas a maximum sum of 1.33 billion U.S. dollars.				Management	For		For
		7.66	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and MoldovaGaz S.A. pursuant to which in 2010 MoldovaGaz S.A. will provide services related to the transportation of gas in transit mode across the territory of the Republic of Moldova in an amount of not more than 22.1 billion cubic meters and OAO Gazprom will pay for the services related to the transportation of gas via trunk gas pipelines a maximum sum of 55.4 million U.S. dollars.				Management	For		For
		7.67	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and KazRosGaz LLP pursuant to which KazRosGaz LLP will sell and OAO Gazprom will purchase in 2010 gas in an amount of not more than 1.2 billion cubic meters for a maximum sum of 150 million U.S. dollars.				Management	For		For
		7.68	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and KazRosGaz LLP pursuant to which in 2010 OAO Gazprom will provide services related to the transportation across the territory of the Russian Federation of gas owned by KazRosGaz LLP in an amount of not more than 8.5 billion cubic meters and KazRosGaz LLP will pay for the services related to the transportation of gas via trunk gas pipelines a maximum sum of 35.2 million U.S. dollars.				Management	For		For
		7.69	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Beltransgaz pursuant to which OAO Gazprom will sell and OAO Beltransgaz will purchase in 2010 gas in an amount of not more than 22.1 billion cubic meters for a maximum sum of 4.42 billion U.S. dollars, as well as pursuant to which in 2010 OAO Beltransgaz will provide services related to the transportation of gas in transit mode across the territory of the Republic of Belarus via the gas transportation system of OAO Beltransgaz and via the Byelorussian segment of Russia's Yamal-Europe gas pipeline in an amount of not more than 48.2 billion cubic meters and OAO Gazprom will pay for the services related to the transportation of gas via trunk gas pipelines a maximum sum of 700 million U.S. dollars.				Management	For		For
		7.70	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OOO Gazpromtrans pursuant to which OOO Gazpromtrans undertakes, using in-house and/or outside personnel and resources, to perform in accordance with instructions from OAO Gazprom an aggregate of start-up and commissioning work at OAO Gazprom's facilities, with the time periods for performance being from July 2009 to December 2009 and from January 2010 to June 2010, and to deliver the results of such work to OAO Gazprom and OAO Gazprom undertakes to accept the results of such work and to pay for such work a maximum sum of 500 thousand rubles.				Management	For		For
		7.71	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Gazprom Invest Yug pursuant to which ZAO Gazprom Invest Yug undertakes, using in-house and/or outside personnel and resources, to perform in accordance with instructions from OAO Gazprom an aggregate of start-up and commissioning work at OAO Gazprom's facilities, with the time periods for performance being from July 2009 to December 2009 and from January 2010 to June 2010, and to deliver the results of such work to OAO Gazprom and OAO Gazprom undertakes to accept the results of such work and to pay for such work a maximum sum of 150 million rubles.				Management	For		For
		7.72	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Yamalgazinvest pursuant to which ZAO Yamalgazinvest undertakes, using in-house and/or outside personnel and resources, to perform in accordance with instructions from OAO Gazprom an aggregate of start-up and commissioning work at OAO Gazprom's facilities, with the time periods for performance being from July 2009 to December 2009 and from January 2010 to June 2010, and to deliver the results of such work to OAO Gazprom and OAO Gazprom undertakes to accept the results of such work and to pay for such work a maximum sum of 350 million rubles.				Management	For		For
		7.73	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Gazprom Space Systems pursuant to which OAO Gazprom Space Systems undertakes, during the period from 01 JUL 2009 to 31 DEC 2010, in accordance with instructions from OAO Gazprom, to provide services related to the implementation of OAO Gazprom's investment projects involving the construction and commissioning of facilities and OAO Gazprom undertakes to pay for such services a maximum sum of 600 thousand rubles.				Management	For		For
		7.74	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Yamalgazinvest pursuant to which ZAO Yamalgazinvest undertakes, during the period from 01 JUL 2009 to 31 DEC 2010, in accordance with instructions from OAO Gazprom, to provide services related to the implementation of OAO Gazprom's investment projects involving the construction and commissioning of facilities and OAO Gazprom undertakes to pay for such services a maximum sum of 3.6 billion rubles.				Management	For		For
		7.75	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Gazprom Neft Orenburg pursuant to which ZAO Gazprom Neft Orenburg undertakes, during the period from 01 JUL 2009 to 31 DEC 2010, in accordance with instructions from OAO Gazprom, to provide services related to the implementation of OAO Gazprom's investment projects involving the construction and commissioning of facilities and OAO Gazprom undertakes to pay for such services a maximum sum of 29.69 million rubles.				Management	For		For
		7.76	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Gazprom Invest Yug pursuant to which ZAO Gazprom Invest Yug undertakes, during the period from 01 JUL 2009 to 31 DEC 2010, in accordance with instructions from OAO Gazprom, to provide services related to the implementation of OAO Gazprom's investment projects involving the construction and commissioning of facilities and OAO Gazprom undertakes to pay for such services a maximum sum of 3.3 billion rubles.				Management	For		For
		7.77	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OOO Gazpromtrans pursuant to which OOO Gazpromtrans undertakes, during the period from 01 JUL 2009 to 31 DEC 2010, in accordance with instructions from OAO Gazprom, to provide services related to the implementation of OAO Gazprom's investment projects involving the construction and commissioning of facilities and OAO Gazprom undertakes to pay for such services a maximum sum of 280 million rubles.				Management	For		For
		7.78	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Gaztelecom pursuant to which ZAO Gaztelecom undertakes, during the period from 01 JUL 2009 to 31 DEC 2010, in accordance with instructions from OAO Gazprom, to provide services related to the implementation of OAO Gazprom's investment projects involving the construction and commissioning of facilities and OAO Gazprom undertakes to pay for such services a maximum sum of 6.35 million rubles.				Management	For		For
		7.79	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and ZAO Federal Research and Production Center NefteGazAeroCosmos pursuant to which ZAO Federal Research and Production Center NefteGazAeroCosmos undertakes, during the period from 01 JUL 2009 to 31 DEC 2010, in accordance with instructions from OAO Gazprom, to provide services related to the implementation of OAO Gazprom's investment projects involving the construction and commissioning of facilities and OAO Gazprom undertakes to pay for such services a maximum sum of 6.7 million rubles.				Management	For		For
		7.80	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO SOGAZ pursuant to which OAO SOGAZ undertakes, in the event of loss or destruction of or damage to, including deformation of the original geometrical dimensions of the structures or individual elements of, machinery or equipment; linear portions, technological equipment or fixtures of trunk gas pipelines, petroleum pipelines or refined product pipelines; property forming part of wells; natural gas held at the facilities of the Unified Gas Supply System in the course of transportation or storage in underground gas storage reservoirs [insured property], as well as in the event of incurrence of losses by OAO Gazprom as a result of an interruption in production operations due to destruction or loss of or damage to insured property [insured events], to make payment of insurance compensatio n to OAO Gazprom or OAO Gazprom's subsidiaries to which the insured property has been leased [beneficiaries], up to the aggregate insurance amount of not more than 10 trillion rubles in respect of all insured events, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium in a total maximum amount of 5 billion rubles, with each agreement having a term of 1 year.				Management	For		For
		7.81	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO SOGAZ pursuant to which OAO SOGAZ undertakes, in the event that harm is caused to the life, health or property of other persons or to the environment as a result of an emergency or incident that occurs, amongst other things, because of a terrorist act at a hazardous industrial facility operated by OAO Gazprom [insured events], to make an insurance payment to the physical persons whose life, health or property has been harmed, to the legal entities whose property has been harmed or to the state, acting through those authorized agencies of executive power whose jurisdiction includes overseeing protection of the environment, in the event that harm is caused to the environment [beneficiaries], up to the aggregate insurance amount of not more than 30 million rubles, and OAO Gazprom undert akes to pay an insurance premium in a total maximum amount of 100 thousand rubles, with each agreement having a term of 1 year.				Management	For		For
		7.82	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO SOGAZ pursuant to which OAO SOGAZ undertakes, in the event that harm is caused to the life or health of OAO Gazprom's employees [insured persons] as a result of an accident that occurs during the period of the insurance coverage on a 24-hour-a-day basis or diseases that are diagnosed during the effective period of				Management	For		For
			the agreements [insured events], to make an insurance payment to the insured person or the person designated by him as his beneficiary or to the heir of the insured person [beneficiaries], up to the aggregate insurance amount of not more than 150 billion rubles, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium in a total maximum amount of 40 million rubles, with each agreement having a term of 1 year.
		7.83	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO SOGAZ pursuant to which OAO SOGAZ undertakes, whenever employees of OAO Gazprom or members of their families or non-working retired former employees of OAO Gazprom or members of their families [insured persons who are beneficiaries] apply to a health care institution for the provision of medical services [insured events], to arrange and pay for the provision of medical services to the insured persons up to the aggregate insurance amount of not more than 90 billion rubles and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium in a total maximum amount of 200 million rubles, with each agreement having a term of 1 year.				Management	For		For
		7.84	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO SOGAZ pursuant to which OAO SOGAZ undertakes, whenever employees of OAO Gazprom Avtopredpriyatie, a branch of OAO Gazprom, or members of their families or non-working retired former employees of OAO Gazprom Avtopredpriyatie, a branch of OAO Gazprom, or members of their families [insured persons who are beneficiaries] apply to a health care institution for the provision of medical services [insured events], to arrange and pay for the provision of medical services to the insured persons up to the aggregate insurance amount of not more than 52.8 million rubles and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium in a total maximum amount of 51.1 million rubles, with each agreement having a term of 1 year.				Management	For		For
		7.85	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO SOGAZ pursuant to which OAO SOGAZ undertakes, in the event that OAO Gazprom, acting in its capacity as customs broker, incurs liability as a result of any harm having been caused to the property of third persons represented by OAO Gazprom in connection with the conduct of customs operations [beneficiaries] and/or any contracts with such persons having been breached [insured events], to make an insurance payment to such persons up to the aggregate insurance amount of not more than 70 million rubles and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium in a total maximum amount of 1 million rubles, with each agreement having a term of 3 years.				Management	For		For
		7.86	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO SOGAZ pursuant to which OAO SOGAZ undertakes, whenever harm [damage or destruction] is caused to a transportation vehicle owned by OAO Gazprom, or it is stolen or hijacked, or an individual component, part, unit, device or supplementary equipment installed on such transportation vehicle is stolen [insured events], to make an insurance payment to OAO Gazprom [beneficiary] up to the aggregate insurance amount of not more than 840 million rubles and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium in a total maximum amount of 16 million rubles, with each agreement having a term of 1 year.				Management	For		For
		7.87	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, the following interested-party transactions that may be entered into by OAO Gazprom in the future in the ordinary course of business, agreement between OAO Gazprom and OAO SOGAZ pursuant to which OAO SOGAZ undertakes, in the event of: assertion against members of the Board of Directors or the Management Committee of OAO Gazprom who are not persons holding state positions in the Russian Federation or positions in the state civil service [insured persons] by physical or legal persons for whose benefit the agreement will be entered into and to whom harm could be caused, including shareholders of OAO Gazprom, debtors and creditors of OAO Gazprom, employees of OAO Gazprom, as well as the Russian Federation represented by its authorized agencies and representatives [third persons [beneficiaries]], of claims for compensation of losses resulting from unintentional erroneous actions [inaction] by insured persons in the conduct by them of their managerial activities; incurrence by insured persons of judicial or other costs to settle such claims; assertion against OAO Gazprom by third persons [beneficiaries] of claims for compensation of losses resulting from unintentional erroneous actions [inaction] by insured persons in the conduct by them of their managerial activities on the basis of claims asserted with respect to OAO Gazprom's securities, as well as claims originally asserted against insured persons; incurrence by OAO Gazprom of judicial or other costs to settle such claims [insured events], to make an insurance payment to the third persons [beneficiaries] whose interests have been harmed, as well as to insured persons and/or OAO Gazprom in the event of incurrence of judicial or other costs to settle claims for compensation of losses, up to the aggregate insurance amount of not more than the r uble equivalent of 100 million U.S. dollars, and OAO Gazprom undertakes to pay OAO SOGAZ an insurance premium in a total maximum amount equal to the ruble equivalent of 2 million U.S. dollars, such agreement to be for a term of 1 year.				Management	For		For
		7.88	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Vostokgazprom, OAO Gazprom Promgaz, OAO Gazpromregiongaz, OOO Gazprom Export, OAO Gazprom Space Systems, OOO Gazpromtrans, OOO Gazprom Komplektatsiya, OAO Lazurnaya, ZAO Gazprom Neft Orenburg, ZAO Yamalgazinvest, OAO Salavatnefteorgsintez, DOAO Tsentrenergogaz of OAO Gazprom and OAO Tsentrgaz [the Contractors] pursuant to which the Contractors undertake to perform from 30 AUG 2009 to 31 DEC 2009 in accordance with instructions from OAO Gazprom the services of arranging for and proceeding with a stocktaking of the property, plant and equipment of OAO Gazprom that are to be leased to the Contractors and OAO Gazprom undertakes to pay for such services an aggregate maximum sum of 2.5 million rubles.				Management	For		For
		7.89	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and DOAO Tsentrenergogaz of OAO Gazprom pursuant to which DOAO Tsentrenergogaz of OAO Gazprom undertakes to perform during the period from 01 JUL 2009 to 30 OCT 2010, in accordance with instructions from OAO Gazprom, research work for OAO Gazprom covering the following subject: Development of regulatory documents in the area of maintenance and repair of equipment and structures , and to deliver the result of such work to OAO Gazprom and OAO Gazprom undertakes to accept the result of such work and to pay for such work a total maximum sum of 31 million rubles.				Management	For		For
		7.90	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Gazavtomatika of OAO Gazprom pursuant to which OAO Gazavtomatika of OAO Gazprom undertakes to perform during the period from 01 JUL 2009 to 30 JUN 2011, in accordance with instructions from OAO Gazprom, research work for OAO Gazprom covering the following subjects: Development of key regulations regarding the creation of integrated automatic process control systems for the operating facilities of subsidiary companies by type of activity [production, transportation, underground storage and refining of gas and gas condensate] ; and Development of model technical requirements for designing automation systems for facilities of software and hardware complex by type of activity [production, transportation, storage and refining of gas and gas condensate] , and to deliver the results of such work to OAO Gazprom and OAO Gazprom undertakes to accept the results of such work and to pay for such work a total maximum sum of 26.55 million rubles.				Management	For		For
		7.91	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Gazprom Promgaz pursuant to which OAO Gazprom Promgaz undertakes to perform during the period from 01 JUL 2009 to 30 JUL 2010, in accordance with instructions from OAO Gazprom, research work for OAO Gazprom covering the following subjects: Development of recommendations regarding the determination of the amounts of overhead expenses and anticipated profits in the construction of OAO Gazprom's wells ; Development of a technology for remotely updating technological and other schemes directly in a graphical data base ; Recommendations regarding the application and utilization of alternative types of energy resources for the gasification of industrial enterprises, households and transportation vehicles ; and Preparation of a report on the financial and economic feasibility of acqu isition of shares owned by OOO NGK ITERA in OAO Bratskekogaz, the holder of the license for the right to use the subsoil of the Bratskoye gas condensate field , and to deliver the results of such work to OAO Gazprom and OAO Gazprom undertakes to accept the results of such work and to pay for such work a total maximum sum of 49.1 million rubles.				Management	For		For
		7.92	Approve, in accordance with Chapter XI of the Federal Law on Joint Stock Companies and Chapter XI of the Charter of OAO Gazprom, to enter into an agreement between OAO Gazprom and OAO Gazprom Promgaz pursuant to which OAO Gazprom Promgaz undertakes to perform during the period from 01 JUL 2009 to 31 DEC 2010, in accordance with instructions from OAO Gazprom, research work for OAO Gazprom covering the following subjects: Development of programs for the reconstruction and technological upgrading of the gas facilities of the Gazprom Group for 2010 ; Development of a Master Plan of the Siting of Facilities for the Production and Sale of Liquefied Hydrocarbon Gases [Propane-Butane] ; Organizing the metering of the quantities of gas, condensate and oil extracted from the subsoil in the process of development of gas condensate fields and oil and gas condensate fields ; and Development of cost estimation standards and rules for the construction of trunk gas pipelines with a 12 MPa pressure rating to meet OAO Gazprom's requirements , and to deliver the results of such work to OAO Gazprom and OAO Gazprom undertakes to accept the results of such work and to pay for such work a total maximum sum of 73 million rubles.				Management	For		For
			PLEASE NOTE THIS AGENDA IS CONTINUED ON MEETING 583856, WHICH WILL CONTAIN RES-OLUTION ITEMS 7.93 - 9.11. THANK YOU.				Non-Voting
		OAO GAZPROM
		Security			368287207	Meeting Type			Annual
		Ticker Symbol			OGZPY	Meeting Date			26-Jun-2009
		ISIN			US3682872078	Agenda			933102662 - Management
		City				Holding Recon Date			08-May-2009
		Country			United States	Vote Deadline Date			15-Jun-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		01	APPROVE THE ANNUAL REPORT OF OAO "GAZPROM" FOR 2008.				Management	For
		02	APPROVE THE ANNUAL ACCOUNTING STATEMENTS, INCLUDING THE PROFIT AND LOSS REPORT OF THE COMPANY BASED ON THE RESULTS OF 2008.				Management	For
		03	APPROVE THE DISTRIBUTION OF PROFIT OF THE COMPANY BASED ON THE RESULTS OF 2008.				Management	For
		04	APPROVE THE AMOUNT OF, TIME FOR AND FORM OF PAYMENT OF ANNUAL DIVIDENDS ON THE COMPANY'S SHARES THAT HAVE BEEN PROPOSED BY THE BOARD OF DIRECTORS OF THE COMPANY.				Management	For
		05	APPROVE CLOSED JOINT STOCK COMPANY PRICEWATERHOUSECOOPERS AUDIT AS THE COMPANY'S EXTERNAL AUDITOR.				Management	For
		06	PAY REMUNERATION TO MEMBERS OF THE BOARD OF DIRECTORS AND AUDIT COMMISSION OF THE COMPANY IN THE AMOUNTS RECOMMENDED BY THE BOARD OF DIRECTORS OF THE COMPANY.				Management	Against
		G1	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY) REGARDING RECEIPT BY OAO GAZPROM OF FUNDS IN A MAXIMUM SUM OF 500 MILLION U.S. DOLLARS OR ITS EQUIVALENT IN RUBLES OR EUROS.				Management	For
		G2	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND SBERBANK OF RUSSIA OAO REGARDING RECEIPT BY OAO GAZPROM OF FUNDS IN A MAXIMUM SUM OF 1.5 BILLION U.S. DOLLARS OR ITS EQUIVALENT IN RUBLES OR EUROS.				Management	For
		G3	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO VTB BANK REGARDING RECEIPT BY OAO GAZPROM OF FUNDS IN A MAXIMUM SUM OF 1 BILLION U.S. DOLLARS OR ITS EQUIVALENT IN RUBLES OR EUROS.				Management	For
		J1	ELECT ARKHIPOV DMITRY ALEXANDROVICH TO THE AUDIT COMMISSION OF OAO "GAZPROM"				Management	For
		J2	ELECT BIKULOV VADIM KASYMOVICH TO THE AUDIT COMMISSION OF OAO "GAZPROM"				Management	For
		J3	ELECT ISHUTIN RAFAEL VLADIMIROVICH TO THE AUDIT COMMISSION OF OAO "GAZPROM"				Management	For
		J4	ELECT KOBZEV ANDREY NIKOLAEVICH TO THE AUDIT COMMISSION OF OAO "GAZPROM"				Management	For
		J5	ELECT LOBANOVA NINA VLADISLAVOVNA TO THE AUDIT COMMISSION OF OAO "GAZPROM"				Management	For
		J6	ELECT MIKHAILOVA SVETLANA SERGEEVNA TO THE AUDIT COMMISSION OF OAO "GAZPROM"				Management	For
		J7	ELECT NOSOV YURY STANISLAVOVICH TO THE AUDIT COMMISSION OF OAO "GAZPROM"				Management	For
		J8	ELECT OZEROV SERGEY MIKHAILOVICH TO THE AUDIT COMMISSION OF OAO "GAZPROM"				Management	For
		J9	ELECT TIKHONOVA MARIYA GENNADIEVNA TO THE AUDIT COMMISSION OF OAO "GAZPROM"				Management	For
		J10	ELECT TULINOVA OLGA ALEXANDROVNA TO THE AUDIT COMMISSION OF OAO "GAZPROM"				Management	For
		J11	ELECT SHUBIN YURY IVANOVICH TO THE AUDIT COMMISSION OF OAO "GAZPROM"				Management	For
		OAO GAZPROM
		Security			368287207	Meeting Type			Annual
		Ticker Symbol			OGZPY	Meeting Date			26-Jun-2009
		ISIN			US3682872078	Agenda			933103614 - Management
		City				Holding Recon Date			08-May-2009
		Country			United States	Vote Deadline Date			15-Jun-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		004	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND STATE CORPORATION "BANK FOR DEVELOPMENT AND FOREIGN ECONOMIC AFFAIRS (VNESHECONOMBANK)" REGARDING RECEIPT BY OAO GAZPROM OF FUNDS IN A MAXIMUM SUM OF 6 BILLION U.S. DOLLARS OR ITS EQUIVALENT IN RUBLES OR EUROS.				Management	For
		005	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO ROSSELKHOZBANK REGARDING RECEIPT BY OAO GAZPROM OF FUNDS IN A MAXIMUM SUM OF 1.5 BILLION U.S. DOLLARS OR ITS EQUIVALENT IN RUBLES OR EUROS.				Management	For
		006	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: TRANSACTIONS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY), TO BE ENTERED INTO PURSUANT TO A LOAN FACILITY AGREEMENT BETWEEN OAO GAZPROM AND THE BANK, INVOLVING RECEIPT BY OAO GAZPROM OF FUNDS IN A MAXIMUM SUM OF 25 BILLION RUBLES.				Management	For
		007	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: TRANSACTIONS BETWEEN OAO GAZPROM AND SBERBANK OF RUSSIA OAO, TO BE ENTERED INTO PURSUANT TO A LOAN FACILITY AGREEMENT BETWEEN OAO GAZPROM AND THE BANK, INVOLVING RECEIPT BY OAO GAZPROM OF FUNDS IN A MAXIMUM SUM OF 17 BILLION RUBLES.				Management	For
		008	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: TRANSACTIONS BETWEEN OAO GAZPROM AND ZAO GAZENERGOPROMBANK, TO BE ENTERED INTO PURSUANT TO A LOAN FACILITY AGREEMENT BETWEEN OAO GAZPROM AND THE BANK, INVOLVING RECEIPT BY OAO GAZPROM OF FUNDS IN A MAXIMUM SUM OF 100 MILLION U.S. DOLLARS.				Management	For
		009	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: TRANSACTIONS BETWEEN OAO GAZPROM AND OAO VTB BANK, TO BE ENTERED INTO PURSUANT TO A LOAN FACILITY AGREEMENT BETWEEN OAO GAZPROM AND THE BANK, INVOLVING RECEIPT BY OAO GAZPROM OF FUNDS IN A MAXIMUM SUM OF 5 BILLION RUBLES.				Management	For
		010	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY) PURSUANT TO WHICH GAZPROMBANK (OPEN JOINT STOCK COMPANY) WILL, UPON THE TERMS AND CONDITIONS ANNOUNCED BY IT, ACCEPT AND CREDIT FUNDS TRANSFERRED TO ACCOUNTS OPENED BY OAO GAZPROM AND CONDUCT OPERATIONS THROUGH THE ACCOUNTS.				Management	For
		011	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND SBERBANK OF RUSSIA OAO PURSUANT TO WHICH SBERBANK OF RUSSIA OAO WILL, UPON THE TERMS AND CONDITIONS ANNOUNCED BY IT, ACCEPT AND CREDIT FUNDS TRANSFERRED TO ACCOUNTS OPENED BY OAO GAZPROM AND CONDUCT OPERATIONS THROUGH THE ACCOUNTS IN ACCORDANCE WITH OAO GAZPROM'S INSTRUCTIONS.				Management	For
		012	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZENERGOPROMBANK PURSUANT TO WHICH ZAO GAZENERGOPROMBANK WILL, UPON THE TERMS AND CONDITIONS ANNOUNCED BY IT, ACCEPT AND CREDIT FUNDS TRANSFERRED TO ACCOUNTS OPENED BY OAO GAZPROM AND CONDUCT OPERATIONS THROUGH THE ACCOUNTS IN ACCORDANCE WITH OAO GAZPROM'S INSTRUCTIONS.				Management	For
		013	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO VTB BANK PURSUANT TO WHICH OAO VTB BANK WILL, UPON THE TERMS AND CONDITIONS ANNOUNCED BY IT, ACCEPT AND CREDIT FUNDS TRANSFERRED TO ACCOUNTS OPENED BY OAO GAZPROM AND CONDUCT OPERATIONS THROUGH THE ACCOUNTS IN ACCORDANCE WITH OAO GAZPROM'S INSTRUCTIONS.				Management	For
		014	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY) PURSUANT TO WHICH THE BANK WILL PROVIDE SERVICES TO OAO GAZPROM MAKING USE OF THE BANK - CLIENT ELECTRONIC PAYMENTS SYSTEM.				Management	For
		015	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND SBERBANK OF RUSSIA OAO PURSUANT TO WHICH SBERBANK OF RUSSIA OAO WILL PROVIDE SERVICES TO OAO GAZPROM MAKING USE OF THE CLIENT - SBERBANK ELECTRONIC PAYMENTS SYSTEM.				Management	For
		016	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZENERGOPROMBANK PURSUANT TO WHICH ZAO GAZENERGOPROMBANK WILL PROVIDE SERVICES TO OAO GAZPROM MAKING USE OF THE BANK - CLIENT ELECTRONIC PAYMENTS.				Management	For
		017	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO VTB BANK PURSUANT TO WHICH OAO VTB BANK WILL PROVIDE SERVICES TO OAO GAZPROM MAKING USE OF THE BANK - CLIENT ELECTRONIC PAYMENTS SYSTEM.				Management	For
		018	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: FOREIGN CURRENCY PURCHASE / SALE TRANSACTIONS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY), TO BE ENTERED INTO UNDER THE GENERAL AGREEMENT ON THE CONDUCT OF CONVERSION OPERATIONS BETWEEN OAO GAZPROM AND THE BANK DATED AS OF SEPTEMBER 12, 2006, NO. 3446, IN A MAXIMUM SUM OF 500 MILLION U.S. DOLLARS OR ITS EQUIVALENT IN RUBLES, EUROS OR OTHER CURRENCY FOR EACH TRANSACTION.				Management	For
		019	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY) PURSUANT TO WHICH OAO GAZPROM WILL GRANT SURETYSHIPS TO SECURE PERFORMANCE OF OAO GAZPROM'S SUBSIDIARIES' OBLIGATIONS TO GAZPROMBANK (OPEN JOINT STOCK COMPANY).				Management	For
		020	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND SBERBANK OF RUSSIA OAO PURSUANT TO WHICH OAO GAZPROM WILL GRANT SURETYSHIPS TO SECURE PERFORMANCE OF OAO GAZPROM'S SUBSIDIARIES' OBLIGATIONS TO SBERBANK OF RUSSIA OAO.				Management	For
		021	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY) PURSUANT TO WHICH OAO GAZPROM WILL GRANT SURETYSHIPS TO SECURE PERFORMANCE OF OAO GAZPROM'S SUBSIDIARIES' OBLIGATIONS TO GAZPROMBANK (OPEN JOINT STOCK COMPANY).				Management	For
		022	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENT BETWEEN OAO GAZPROM AND NORD STREAM AG PURSUANT TO WHICH OAO GAZPROM WILL ISSUE A GUARANTEE (SURETYSHIP) TO NORD STREAM AG TO SECURE PERPORMANCE OF OOO GAZPROM EXPORT'S OBLIGATIONS UNDER A GAS TRANSPORTATION AGREEMENT BETWEEN NORD STREAM AG AND OOO GAZPROM EXPORT.				Management	For
		023	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENT BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY) PURSUANT TO WHICH GAZPROMBANK (OPEN JOINT STOCK COMPANY) UNDERTAKES UNDER INSTRUCTIONS OF OAO GAZPROM.				Management	For
		024	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO BELTRANSGAZ PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO BELTRANSGAZ TEMPORARY POSSESSION AND USE OF THE FACILITIES OF THE YAMAL - EUROPE TRUNK GAS PIPELINE SYSTEM AND RELATED SERVICE EQUIPMENT.				Management	For
		025	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROMREGIONGAZ PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO GAZPROMREGIONGAZ TEMPORARY POSSESSION AND USE OF THE PROPERTY COMPLEX OF THE GAS DISTRIBUTION SYSTEM.				Management	For
		026	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZPROM NEFT ORENBURG PURSUANT TO WHICH OAO GAZPROM WILL GRANT ZAO GAZPROM NEFT ORENBURG TEMPORARY POSSESSION AND USE OF THE WELLS AND DOWNHOLE AND ABOVE-GROUND WELL EQUIPMENT.				Management	For
		027	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROMTRUBINVEST PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO GAZPROMTRUBINVEST TEMPORARY POSSESSION AND USE OF THE BUILDING AND EQUIPMENT OF A TUBING AND CASING MANUFACTURING FACILITY.				Management	For
		028	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO LAZURNAYA PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO LAZURNAYA TEMPORARY POSSESSION AND USE OF THE PROPERTY OF THE FIRST AND SECOND UNITS OF THE LAZURNAYA PEAK HOTEL COMPLEX.				Management	For
		029	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND DOAO TSENTRENERGOGAZ OF OAO GAZPROM PURSUANT WHICH OAO GAZPROM WILL GRANT DOAO TSENTRENERGOGAZ OF OAO GAZPROM.				Management	For
		030	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROMTRANS PURSUANT TO WHICH OAO GAZPROM WILL GRANT OOO GAZPROMTRANS TEMPORARY POSSESSION AND USE OF THE INFRASTRUCTURE FACILITIES OF THE RAILWAY STATIONS OF THE SURGUTSKIY CONDENSATE STABILIZATION PLANT.				Management	For
		031	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROMTRANS PURSUANT TO WHICH OAO GAZPROM WILL GRANT OOO GAZPROMTRANS TEMPORARY POSSESSION AND USE OF METHANOL TANK CARS FOR A PERIOD OF NOT MORE THAN 5 YEARS AND OOO GAZPROMTRANS WILL MAKE PAYMENT FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF 190 MILLION RUBLES.				Management	For
		032	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO TSENTRGAZ PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO TSENTRGAZ TEMPORARY POSSESSION AND USE OF THE FACILITIES OF A PREVENTATIVE CLINIC THAT ARE SITUATED IN THE TULSKAYA REGION, SHCHOKINSKIY DISTRICT, TOWNSHIP OF GRUMANT, FOR A PERIOD OF NOT MORE THAN 12 MONTHS AND OAO TSENTRGAZ WILL MAKE PAYMENT FOR USING SUCH PROPERTY IN A MAXIMUM SUM OF 24.1 MILLION RUBLES.				Management	For
		033	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO DRUZHBA PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO DRUZHBA TEMPORARY POSSESSION AND USE OF THE FACILITIES OF DRUZHBA VACATION CENTER.				Management	For
		034	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO GAZPROM PROMGAZ TEMPORARY POSSESSION AND USE OF EXPERIMENTAL PROTOTYPES OF GAS-USING EQUIPMENT.				Management	For
		035	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY) PURSUANT TO WHICH OAO GAZPROM WILL GRANT GAZPROMBANK (OPEN JOINT STOCK COMPANY) TEMPORARY POSSESSION AND USE OF THE NON- RESIDENTIAL PREMISES IN A BUILDING.				Management	For
		036	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO SALAVATNEFTEORGSINTEZ PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO SALAVATNEFTEORGSINTEZ TEMPORARY POSSESSION AND USE OF THE GAS CONDENSATE PIPELINE RUNNING FROM THE KARACHAGANAKSKOYE GAS CONDENSATE FIELD TO THE ORENBURGSKIY GAS REFINERY.				Management	For
		037	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO VOSTOKGAZPROM PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO VOSTOKGAZPROM TEMPORARY POSSESSION AND USE OF AN M-468R SPECIAL-PURPOSE COMMUNICATIONS INSTALLATION.				Management	For
		038	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROM EXPORT PURSUANT TO WHICH OAO GAZPROM WILL GRANT OOO GAZPROM EXPORT TEMPORARY POSSESSION AND USE OF AN M-468R SPECIAL-PURPOSE COMMUNICATIONS INSTALLATION.				Management	For
		039	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM NEFT PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO GAZPROM NEFT TEMPORARY POSSESSION AND USE OF AN M-468R SPECIAL-PURPOSE COMMUNICATIONS INSTALLATION.				Management	For
		040	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM SPACE SYSTEMS PURSUANT TO WHICH OAO GAZPROM WILL GRANT OAO GAZPROM SPACE SYSTEMS TEMPORARY POSSESSION AND USE OF AN ERP SOFTWARE AND HARDWARE SOLUTION, SYSTEM FOR MANAGING OAO GAZPROM'S PROPERTY AND OTHER ASSETS AT OAO GAZCOM LEVEL (ERP).				Management	For
		041	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO YAMALGAZINVEST PURSUANT TO WHICH OAO GAZPROM WILL GRANT ZAO YAMALGAZINVEST TEMPORARY POSSESSION AND USE OF AN ERP SOFTWARE AND HARDWARE SOLUTION, SYSTEM FOR MANAGING OAO GAZPROM'S PROPERTY AND OTHER ASSETS AT ZAO YAMALGAZINVEST LEVEL (ERP).				Management	For
		042	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZTELECOM PURSUANT TO WHICH OAO GAZPROM WILL GRANT ZAO GAZTELECOM TEMPORARY POSSESSION AND USE OF COMMUNICATIONS FACILITIES WITHIN THE COMPOSITION OF BUILDINGS, COMMUNICATIONS LINES, COMMUNICATIONS NETWORKS, CABLE DUCT SYSTEMS AND EQUIPMENT.				Management	For
		043	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OOO TSENTRCASPNEFTEGAZ PURSUANT TO WHICH OAO GAZPROM WILL EXTEND TO OOO TSENTRCASPNEFTEGAZ LONG-TERM LOANS IN AN AGGREGATE MAXIMUM SUM OF 12.6 BILLION RUBLES FOR THE PURPOSE OF DEVELOPMENT BY IT IN 2009-2011 OF THE TSENTRALNAYA GEOLOGICAL STRUCTURE.				Management	For
		044	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK COMPANY) PURSUANT TO WHICH THE BANK WILL ISSUE GUARANTEES TO THE RUSSIAN FEDERATION'S CUSTOMS AUTHORITIES WITH RESPECT TO THE OBLIGATIONS OF OAO GAZPROM AS A CUSTOMS BROKER TO PAY CUSTOMS PAYMENTS AND EVENTUAL INTEREST AND PENALTIES.				Management	For
		045	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OOO MEZHREGIONGAZ PURSUANT TO WHICH OAO GAZPROM WILL DELIVER AND OOO MEZHREGIONGAZ WILL ACCEPT (OFF-TAKE) GAS IN AN AMOUNT OF NOT MORE THAN 300 BILLION CUBIC METERS, DELIVERABLE MONTHLY, AND WILL PAY FOR GAS A MAXIMUM SUM OF 886.9 BILLION RUBLES.				Management	For
		046	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OOO MEZHREGIONGAZ PURSUANT TO WHICH OOO MEZHREGIONGAZ UNDERTAKES UNDER INSTRUCTIONS OF OAO GAZPROM AND FOR A FEE OF NOT MORE THAN 200 MILLION RUBLES, IN ITS OWN NAME.				Management	For
		047	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OOO MEZHREGIONGAZ PURSUANT TO WHICH OOO MEZHREGIONGAZ WILL DELIVER AND OAO GAZPROM WILL ACCEPT (OFF-TAKE) GAS PURCHASED BY OOO MEZHREGIONGAZ FROM INDEPENDENT ENTITIES, IN AN AMOUNT OF NOT MORE THAN 21.9 BILLION CUBIC METERS FOR A MAXIMUM SUM OF 70 BILLION RUBLES.				Management	For
		048	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROM EXPORT PURSUANT TO WHICH OOO GAZPROM EXPORT UNDERTAKES UNDER INSTRUCTIONS OF OAO GAZPROM AND FOR A FEE OF NOT MORE THAN 55 MILLION RUBLES, IN ITS OWN NAME.				Management	For
		049	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OOO MEZHREGIONGAZ PURSUANT TO WHICH OAO GAZPROM WILL DELIVER AND OOO MEZHREGIONGAZ WILL ACCEPT (OFF-TAKE) GAS PURCHASED BY OAO GAZPROM FROM OAO LUKOIL AND STORED IN UNDERGROUND GAS STORAGE FACILITIES.				Management	For
		050	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO NORTHGAS PURSUANT TO WHICH ZAO NORTHGAS WILL DELIVER AND OAO GAZPROM WILL ACCEPT (OFF-TAKE) GAS IN AN AMOUNT OF NOT MORE THAN 4.8 BILLION CUBIC METERS, DELIVERABLE MONTHLY, AND WILL PAY FOR GAS A MAXIMUM SUM OF 4 BILLION RUBLES.				Management	For
		051	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO SEVERNEFTEGAZPROM PURSUANT TO WHICH OAO SEVERNEFTEGAZPROM WILL DELIVER AND OAO GAZPROM WILL ACCEPT (OFF-TAKE) GAS IN AN AMOUNT OF NOT MORE THAN 24.2 BILLION CUBIC METERS AND WILL PAY FOR GAS A MAXIMUM SUM OF 23 BILLION RUBLES.				Management	For
		052	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZPROM NEFT ORENBURG PURSUANT TO WHICH ZAO GAZPROM NEFT ORENBURG WILL DELIVER AND OAO GAZPROM WILL ACCEPT (OFF-TAKE) UNSTABLE CRUDE OIL IN AN AMOUNT OF NOT MORE THAN 650 THOUSAND TONS AND WILL PAY FOR CRUDE OIL A MAXIMUM SUM OF 5.3 BILLION RUBLES.				Management	For
		053	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO SIBUR HOLDING PURSUANT TO WHICH OAO SIBUR HOLDING WILL DELIVER AND OAO GAZPROM WILL ACCEPT (OFF-TAKE) DRY STRIPPED GAS PROCESSED AT GAS REFINING COMPLEXES IN AN AMOUNT OF NOT MORE THAN 4.5 BILLION CUBIC METERS AND WILL PAY FOR GAS A MAXIMUM SUM OF 5.1 BILLION RUBLES.				Management	For
		054	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO SIBUR HOLDING PURSUANT TO WHICH OAO GAZPROM WILL SELL AND OAO SIBUR HOLDING WILL BUY ETHANE FRACTION IN A TOTAL AMOUNT OF 4.885 MILLION TONS FOR A MAXIMUM SUM OF 33.707 BILLION RUBLES.				Management	For
		055	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENT BETWEEN OAO GAZPROM AND OAO SIBUR HOLDING PURSUANT TO WHICH OAO SIBUR HOLDING UNDERTAKES UNDER INSTRUCTIONS OF OAO GAZPROM AND FOR A FEE OF NOT MORE THAN 30 MILLION RUBLES. ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		056	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO SIBUR HOLDING PURSUANT TO WHICH OAO GAZPROM WILL PROVIDE SERVICES RELATED TO ARRANGING FOR THE TRANSPORTATION OF GAS IN A TOTAL AMOUNT OF NOT MORE THAN 1.2 BILLION CUBIC METERS AND OAO SIBUR HOLDING WILL PAY FOR THE SERVICES RELATED TO ARRANGING FOR THE TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES A MAXIMUM SUM OF 1 BILLION RUBLES.				Management	For
		057	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO TOMSKGAZPROM PURSUANT TO WHICH OAO GAZPROM WILL PROVIDE SERVICES RELATED TO ARRANGING FOR THE TRANSPORTATION OF GAS IN A TOTAL AMOUNT OF NOT MORE THAN 3 BILLION CUBIC METERS AND OAO SIBUR HOLDING WILL PAY FOR THE SERVICES RELATED TO ARRANGING FOR THE TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINE A MAXIMUM SUM OF 1.2 BILLION RUBLES.				Management	For
		058	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OOO MEZHREGIONGAZ PURSUANT TO WHICH OAO GAZPROM WILL PROVIDE SERVICES RELATED TO ARRANGING FOR THE TRANSPORTATION OF GAS IN A TOTAL AMOUNT OF NOT MORE THAN 45 BILLION CUBIC METERS ACROSS THE TERRITORY OF THE RUSSIAN FEDERATION, CIS COUNTRIES AND BALTIC STATES AND WILL PAY FOR THE SERVICES RELATEDT TO ARRANGING FOR TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES A MAXIMUM SUM OF 70 BILLION RUBLES.				Management	For
		059	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM NEFT PURSUANT TO WHICH OAO GAZPROM WILL PROVIDE SERVICES RELATED TO ARRANGING FOR THE TRANSPORTATION OF GAS IN A TOTAL AMOUNT OF NOT MORE THAN 3.8 BILLION CUBIC METERS AND OAO GAZPROM NEFT WILL PAY FOR THE SERVICES RELATED TO ARRANGING FOR TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES A MAXIMUM SUM OF 2.62 BILLION RUBLES.				Management	For
		060	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO NOVATEK PURSUANT TO WHICH OAO GAZPROM WILL PROVIDE SERVICES RELATED TO ARRANGING FOR THE TRANSPORTATION OF GAS IN A TOTAL AMOUNT OF NOT MORE THAN 45 BILLION CUBIC METERS OAO NOVATEK WILL PAY FOR THE SERVICES ARRANGING FOR THE TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES A MAXIMUM SUM OF 60 BILLION RUBLES.				Management	For
		061	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO NOVATEK PURSUANT TO WHICH OAO GAZPROM WILL PROVIDE SERVICES RELATED TO ARRANGING FOR THE INJECTION INTO AND STORAGE IN UNDERGROUND GAS STORAGE FACILITIES OF GAS OWNED BY OAO NOVATEK IN AN AMOUNT OF NOT MORE THAN 1 BILLION CUBIC METERS.				Management	For
		062	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND A/S LATVIJAS GAZE PURSUANT TO WHICH OAO GAZPROM WILL SELL AND A/S LATVIJAS GAZE WILL PURCHASE GAS. ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		063	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND AB LIETUVOS DUJOS PURSUANT TO WHICH OAO GAZPROM WILL SELL AND AB LIETUVOS DUJOS WILL PURCHASE GAS. ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		064	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND UAB KAUNO TERMOFIKACIJOS ELEKTRINE PURSUANT TO WHICH OAO GAZPROM WILL SELL AND UAB KAUNO TERMOFIKACIJOS ELEKTRINE WILL PURCHASE GAS. ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		065	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND MOLDOVAGAZ S.A. PURSUANT TO WHICH OAO GAZPROM WILL DELIVER AND MOLDOVAGAZ S.A. WILL ACCEPT (OFF- TAKE) IN 2010 GAS IN AN AMOUNT OF NOT MORE THAN 3.9 BILLION CUBIC METERS AND WILL PAY FOR GAS A MAXIMUM SUM OF 1.33 BILLION U.S. DOLLARS.				Management	For
		066	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND MOLDOVAGAZ S.A. PURSUANT TO WHICH IN 2010 MOLDOVAGAZ S.A. WILL PROVIDE SERVICES RELATED TO THE TRANSPORTATION OF GAS IN TRANSIT MODE ACROSS THE TERRITORY OF THE REPUBLIC OF MOLDOVA.				Management	For
		067	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND KAZROSGAZ LLP PURSUANT TO WHICH KAZROSGAZ LLP WILL SELL AND OAO GAZPROM WILL PURCHASE IN 2010 GAS IN AN AMOUNT OF NOT MORE THAN 1.2 BILLION CUBIC METERS FOR A MAXIMUM SUM OF 150 MILLION U.S. DOLLARS.				Management	For
		068	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND KAZROSGAZ LLP PURSUANT TO WHICH IN 2010 OAO GAZPROM WILL PROVIDE SERVICES RELATED TO THE TRANSPORTATION ACROSS THE TERRITORY OF THE RUSSIAN FEDERATION OF GAS OWNED BY KAZROSGAZ LLP.				Management	For
		069	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO BELTRANSGAZ PURSUANT TO WHICH OAO GAZPROM WILL SELL AND OAO BELTRANSGAZ WILL PURCHASE IN 2010 GAS IN AN AMOUNT OF NOT MORE THAN 22.1 BILLION CUBIC METERS FOR A MAXIMUM SUM OF 4.42 BILLION U.S. DOLLARS.				Management	For
		070	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROMTRANS PURSUANT TO WHICH OOO GAZPROMTRANS UNDERTAKES, USING IN-HOUSE AND/OR OUTSIDE PERSONNEL AND RESOURCES, TO PERFORM IN ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM.				Management	For
		071	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZPROM INVEST YUG PURSUANT TO WHICH ZAO GAZPROM INVEST YUG UNDERTAKES, USING IN-HOUSE AND/OR OUTSIDE PERSONNEL AND RESOURCES, TO PERFORM IN ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM.				Management	For
		072	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO YAMALGAZINVEST PURSUANT TO WHICH ZAO YAMALGAZINVEST UNDERTAKES, USING IN-HOUSE AND/OR OUTSIDE PERSONNEL AND RESOURCES, TO PERFORM IN ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM.				Management	For
		073	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM SPACE SYSTEMS PURSUANT TO WHICH OAO GAZPROM SPACE SYSTEMS UNDERTAKES, DURING THE PERIOD FROM JULY 1, 2009 TO DECEMBER 31, 2010, IN ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM.				Management	For
		074	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO YAMALGAZINVEST PURSUANT TO WHICH ZAO YAMALGAZINVEST UNDERTAKES, DURING THE PERIOD FROM JULY 1, 2009 TO DECEMBER 31, 2010, IN ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM.				Management	For
		075	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZPROM NEFT ORENBURG PURSUANT TO WHICH ZAO GAZPROM NEFT ORENBURG UNDERTAKES, DURING THE PERIOD FROM JULY 1, 2009 TO DECEMBER 31, 2010, IN ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM.				Management	For
		076	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZPROM INVEST YUG PURSUANT TO WHICH ZAO GAZPROM INVEST YUG UNDERTAKES, DURING THE PERIOD FROM JULY 1, 2009 TO DECEMBER 31, 2010, IN ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM.				Management	For
		077	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROMTRANS PURSUANT TO WHICH OOO GAZPROMTRANS UNDERTAKES, DURING THE PERIOD FROM JULY 1, 2009 TO DECEMBER 31, 2010, IN ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM.				Management	For
		078	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZTELECOM PURSUANT TO WHICH ZAO GAZTELECOM UNDERTAKES, DURING THE PERIOD FROM JULY 1, 2009 TO DECEMBER 31, 2010, IN ACCORDANCE WITH INSTRUCTIONS FROM OAO GAZPROM.				Management	For
		079	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO FEDERAL RESEARCH AND PRODUCTION CENTER NEFTEGAZAEROCOSMOS PURSUANT TO WHICH ZAO FEDERAL RESEARCH AND PRODUCTION CENTER NEFTEGAZAEROCOSMOS UNDERTAKES, DURING THE PERIOD FROM JULY 1, 2009 TO DECEMBER 31, 2010.				Management	For
		080	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO SOGAZ. ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		081	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO SOGAZ PURSUANT TO WHICH OAO SOGAZ UNDERTAKES, IN THE EVENT THAT HARM IS CAUSED TO THE LIFE, HEALTH OR PROPERTY OF OTHER PERSONS OR TO THE ENVIRONMENT AS A RESULT OF AN EMERGENCY OR INCIDENT THAT OCCURS, AMONGST OTHER THINGS.				Management	For
		082	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO SOGAZ PURSUANT TO WHICH OAO SOGAZ UNDERTAKES, IN THE EVENT THAT HARM IS CAUSED TO THE LIFE OR HEALTH OF OAO GAZPROM'S EMPLOYEES (INSURED PERSONS).				Management	For
		083	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO SOGAZ PURSUANT TO WHICH OAO SOGAZ UNDERTAKES, WHENEVER EMPLOYEES OF OAO GAZPROM OR MEMBERS OF THEIR FAMILIES OR NON-WORKING RETIRED FORMER EMPLOYEES OF OAO GAZPROM OR MEMBERS OF THEIR FAMILIES (INSURED PERSONS WHO ARE BENEFICIARIES).				Management	For
		084	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO SOGAZ PURSUANT TO WHICH OAO SOGAZ UNDERTAKES, WHENEVER EMPLOYEES OF OAO GAZPROM AVTOPREDPRIYATIE, A BRANCH OF OAO GAZPROM, OR MEMBERS OF THEIR FAMILIES OR NON-WORKING RETIRED FORMER EMPLOYEES OF OAO GAZPROM AVTOPREDPRIYATIE.				Management	For
		085	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO SOGAZ PURSUANT TO WHICH OAO SOGAZ UNDERTAKES, IN THE EVENT THAT OAO GAZPROM, ACTING IN ITS CAPACITY AS CUSTOMS BROKER, INCURS LIABILITY AS A RESULT OF ANY HARM HAVING BEEN CAUSED TO THE PROPERTY OF THIRD PERSONS.				Management	For
		086	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO SOGAZ PURSUANT TO WHICH OAO SOGAZ UNDERTAKES, WHENEVER HARM (DAMAGE OR DESTRUCTION) IS CAUSED TO A TRANSPORTATION VEHICLE OWNED BY OAO GAZPROM. ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		087	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENT BETWEEN OAO GAZPROM AND OAO SOGAZ PURSUANT TO WHICH OAO SOGAZ UNDERTAKES, IN THE EVENT. ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		088	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO VOSTOKGAZPROM, OAO GAZPROM PROMGAZ, OAO GAZPROMREGIONGAZ, OOO GAZPROM EXPORT, OAO GAZPROM SPACE SYSTEMS, OOO GAZPROMTRANS, OOO GAZPROM KOMPLEKTATSIYA, OAO LAZURNAYA, ZAO GAZPROM NEFT ORENBURG, ZAO YAMALGAZINVEST, OAO SALAVATNEFTEORGSINTEZ, DOAO TSENTRENERGOGAZ OF OAO GAZPROM AND OAO TSENTRGAZ (THE CONTRACTORS).				Management	For
		089	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND DOAO TSENTRENERGOGAZ OF OAO GAZPROM PURSUANT TO WHICH DOAO TSENTRENERGOGAZ OF OAO GAZPROM UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1, 2009 TO OCTOBER 30, 2010.				Management	For
		090	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZAVTOMATIKA OF OAO GAZPROM PURSUANT TO WHICH OAO GAZAVTOMATIKA OF OAO GAZPROM UNDERTAKES TO PERFORM DURING THE PERIOD FROM JULY 1, 2009 TO JUNE 30, 2011.				Management	For
		091	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES TO PERFORM RESEARCH WORK FOR "DEVELOPMENT OF RECOMMENDATIONS REGARDING THE DETERMINATION OF THE AMOUNTS OF OVERHEAD EXPENSES AND ANTICIPATED PROFITS IN THE CONSTRUCTION OF OAO GAZPROM'S WELLS", ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		092	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ UNDERTAKES TO PERFORM RESEARCH WORK FOR "DEVELOPMENT OF PROGRAMS FOR THE RECONSTRUCTION AND TECHNOLOGICAL UPGRADING OF THE GAS FACILITIES OF THE GAZPROM GROUP FOR 2010", ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		093	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ UNDERTAKES TO PERFORM RESEARCH WORK FOR "DEVELOPMENT OF A CONCEPT FOR UTILIZATION OF RENEWABLE ENERGY SOURCES BY OAO GAZPROM ON THE BASIS OF AN ANALYSIS OF THE EXPERIENCE OF GLOBAL ENERGY COMPANIES IN THE AREA OF DEVELOPMENT OF ALTERNATIVE POWER", ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		094	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ UNDERTAKES TO PERFORM RESEARCH WORK FOR "DEVELOPMENT OF REGULATORY AND TECHNICAL DOCUMENTATION RELATED TO THE ORGANIZATION AND PERFORMANCE OF REPAIRS AT OAO GAZPROM'S FACILITIES", ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		095	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ UNDERTAKES TO PERFORM RESEARCH WORK FOR "IMPROVING THE REGULATORY AND METHODOLOGICAL FRAMEWORK FOR ENERGY SAVING AT OAO GAZPROM'S FACILITIES", ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		096	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES TO PERFORM RESEARCH WORK FOR "DEVELOPMENT OF REGULATORY DOCUMENTS IN THE AREA OF THE ENERGY INDUSTRY, INCLUDING SEA- BASED FACILITIES", ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		097	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES TO PERFORM RESEARCH WORK FOR "DEVELOPMENT OF A SYSTEM OF MEDICAL, SANITARY AND PSYCHOLOGICAL SUPPORT FOR WORK AT THE SHTOKMAN FIELD MAKING USE OF ROTATIONAL TEAM LABOR", ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		098	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES TO PERFORM RESEARCH WORK FOR "ANALYTICAL STUDIES OF THE COST OF 1 METER OF DRILLING PROGRESS AT OAO GAZPROM'S FIELDS AND SITES", ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		099	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ PURSUANT TO WHICH OAO GAZPROM PROMGAZ UNDERTAKES TO PERFORM RESEARCH WORK FOR "ARRANGING FOR THE MONITORING OF PRICES FOR ALL TYPES OF CAPITAL CONSTRUCTION RESOURCES WITH REFERENCE TO AREAS OF CLUSTERED CONSTRUCTION OF OAO GAZPROM'S FACILITIES", ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		100	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS OF OAO GAZPROM WITH OAO GAZPROM PROMGAZ AND OAO GAZAVTOMATIKA OF OAO GAZPROM (THE CONTRACTORS), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		101	APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW "ON JOINT STOCK COMPANIES" AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZPROM INVEST YUG, OOO GAZPROMTRANS, ZAO GAZPROM ZARUBEZHNEFTEGAZ, OAO GAZPROM PROMGAZ, OOO SEVERNEFTEGAZPROM, ZAO YAMALGAZINVEST, ZAO GAZPROM NEFT ORENBURG, OOO GAZPROM KOMPLEKTATSIYA, OAO VOSTOKGAZPROM, OAO TOMSKGAZPROM, OAO TGK-1, OAO MOSENERGO, OOO GAZPROM TSENTRREMONT, OAO TSENTRGAZ, OOO GAZPROM EXPORT, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.				Management	For
		OAO GAZPROM
		Security			368287207	Meeting Type			Annual
		Ticker Symbol			OGZPY	Meeting Date			26-Jun-2009
		ISIN			US3682872078	Agenda			933103626 - Management
		City				Holding Recon Date			08-May-2009
		Country			United States	Vote Deadline Date			15-Jun-2009
		SEDOL(s)				Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		8A	ELECTION OF DIRECTOR: AKIMOV ANDREY IGOREVICH				Management	For
		8B	ELECTION OF DIRECTOR: ANANENKOV ALEXANDER GEORGIEVICH				Management	For
		8C	ELECTION OF DIRECTOR: BERGMANN BURCKHARD				Management	For
		8D	ELECTION OF DIRECTOR: GAZIZULLIN FARIT RAFIKOVICH				Management	For
		8E	ELECTION OF DIRECTOR: GUSAKOV VLADIMIR ANATOLIEVICH				Management	For
		8F	ELECTION OF DIRECTOR: ZUBKOV VIKTOR ALEXEEVICH				Management	For
		8G	ELECTION OF DIRECTOR: KARPEL ELENA EVGENIEVNA				Management	For
		8H	ELECTION OF DIRECTOR: MAKAROV ALEXEY ALEXANDROVICH				Management	For
		8I	ELECTION OF DIRECTOR: MILLER ALEXEY BORISOVICH				Management	For
		8J	ELECTION OF DIRECTOR: MUSIN VALERY ABRAMOVICH				Management	For
		8K	ELECTION OF DIRECTOR: NABIULLINA ELVIRA SAKHIPZADOVNA				Management	For
		8L	ELECTION OF DIRECTOR: NIKOLAEV VIKTOR VASILIEVICH				Management	For
		8M	ELECTION OF DIRECTOR: PETROV YURY ALEXANDROVICH				Management	For
		8N	ELECTION OF DIRECTOR: SEREDA MIKHAIL LEONIDOVICH				Management	For
		8O	ELECTION OF DIRECTOR: FORESMAN ROBERT MARK				Management	For
		8P	ELECTION OF DIRECTOR: FORTOV VLADIMIR EVGENIEVICH				Management	For
		8Q	ELECTION OF DIRECTOR: SHMATKO SERGEY IVANOVICH				Management	For
		8R	ELECTION OF DIRECTOR: YUSUFOV IGOR KHANUKOVICH				Management	For
		URALKALI JSC
		Security			91688E206	Meeting Type			Annual General Meeting
		Ticker Symbol				Meeting Date			30-Jun-2009
		ISIN			US91688E2063	Agenda			702022310 - Management
		City			TBA	Holding Recon Date			22-May-2009
		Country			Russian Federation	Vote Deadline Date			18-Jun-2009
		SEDOL(s)			B1FLM08 - B28RV47 - B3K5JF3	Quick Code
		Item	Proposal				Type	Vote		For/Against Management
		1.	Approve the procedure of the AGM of shareholders of OJSC Uralkali				Management	For		For
		2.	Approve the annual report of OJSC Uralkali for 2008				Management	For		For
		3.	Approve the annual accounting statements of OJSC Uralkali for 2008				Management	For		For
		4.	Approve the profit distribution of OJSC Uralkali by results of 2008: 1) not to pay to the Members of the Board of Directors the remuneration by results of OJSC Uralkali's activity for the year of account, provided by the regulations on the Board of Directors of OJSC Uralkali [approved by the decision of the general meeting of shareholders of OJSC Uralkali, MOM No 13 dated 28 JUN 2002]; 2) pursuant to the regulations on the Audit Committee of the Board of Directors of OJSC Uralkali and the regulations on the information disclosure Committee of the Board of Directors of OJSC Uralkali, the regulations on the human resources and remuneration Committee of the Board of Directors of OJSC Uralkali to assign the amount at the rate of RUR 14,464,4 thousand for payment of remuneration to the Board Members who are the Independent Directors, for their activities as Board Committees Members; 3) no to distribute the remaining part of the profit by the results of 2008 at the rate of RUR 20,967,560,2 thousand [the amount excluding the part of the profit distributed as dividends by the results of the first half of 2008]				Management	For		For
		5.1	Elect Elena V. Bormaleva as a Member of the Audit Commission of OJSC Uralkali; pursuant to the charter of OJSC Uralkali				Management	For		For
		5.2	Elect Natalya V. Zhuravleva as a Member of the Audit Commission of OJSC Uralkali; pursuant to the charter of OJSC Uralkali				Management	For		For
		5.3	Elect Elena A. Radaeva as a Member of the Audit Commission of OJSC Uralkali; pursuant to the charter of OJSC Uralkali				Management	For		For
		5.4	Elect Irina V. Razumova as a Member of the Audit Commission of OJSC Uralkali; pursuant to the charter of OJSC Uralkali				Management	For		For
		5.5	Elect Alexei M. Yakovlev as a Member of the Audit Commission of OJSC Uralkali; pursuant to the charter of OJSC Uralkali				Management	For		For
		6.	Approve the Limited Liability Company Auditing Firm "Buhgalterskie Auditorskie Traditsii audit" [LLC Auditing Firm "BAT-Audit"] as the Auditor of OJSC Uralkali for 2009				Management	For		For
			PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS RESOLUTION REGARDING THE EL-ECTION OF DIRECTORS. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS MEETING.-PLEASE NOTE THAT ONLY A VOTE "FOR" THE DIRECTOR WILL BE CUMULATED. PLEASE CON-TACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.				Non-Voting
		7.1	Elect Mihail Vyacheslavovich Antonov as a Member of the Board of Directors of OJSC 'Uralkali'; pursuant to the charter of OJSC Uralkali				Management	Against		Against
		7.2	Elect Anna Aleksandrovna Batarina as a Member of the Board of Directors of OJSC 'Uralkali'; pursuant to the charter of OJSC Uralkali				Management	Against		Against
		7.3	Elect Vladislav Arturovich Baumgertner as a Member of the Board of Directors of OJSC 'Uralkali'; pursuant to the charter of OJSC Uralkali				Management	Against		Against
		7.4	Elect Viktor Nikolaevich Belyakov as a Member of the Board of Directors of OJSC 'Uralkali'; pursuant to the charter of OJSC Uralkali				Management	Against		Against
		7.5	Elect Jury Valeryevich Gavrilov as a Member of the Board of Directors of OJSC 'Uralkali'; pursuant to the charter of OJSC Uralkali				Management	Against		Against
		7.6	Elect Andrey Rudolfovich Konogorov as a Member of the Board of Directors of OJSC 'Uralkali'; pursuant to the charter of OJSC Uralkali				Management	For		For
		7.7	Elect Anatoly Anatolyevich Lebedev as a Member of the Board of Directors of OJSC 'Uralkali'; pursuant to the charter of OJSC Uralkali				Management	Against		Against
		7.8	Elect Kuzma Valeryevich Marchuk as a Member of the Board of Directors of OJSC 'Uralkali'; pursuant to the charter of OJSC Uralkali				Management	Against		Against
		7.9	Elect Vladimir Eduardovich Ruga as a Member of the Board of Directors of OJSC 'Uralkali'; pursuant to the charter of OJSC Uralkali				Management	For		For
		7.10	Elect Dmitry Yevgenyevich Rybolovlev as a Member of the Board of Directors of OJSC 'Uralkali'; pursuant to the charter of OJSC Uralkali				Management	Against		Against
		7.11	Elect Hans Jochum Horn as a Member of the Board of Directors of OJSC 'Uralkali'; pursuant to the charter of OJSC Uralkali				Management	For		For
		7.12	Elect Marina Vladimirovna Shvetsova as a Member of the Board of Directors of OJSC 'Uralkali'; pursuant to the charter of OJSC Uralkali				Management	Against		Against
		7.13	Elect Ilya Arturovich Yuzhanov as a Member of the Board of Directors of OJSC 'Uralkali'; pursuant to the charter of OJSC Uralkali				Management	For		For
		8.1	Approve the conclusion between OJSC 'Uralkali' [Customer] and OJSC 'Galurgia' [Contractor, Performer] of work contracts [including the work contracts for design and survey works], contracts for research and development works, contracts for engineering development and process design works as the interested party transactions; and which may be concluded in the future by OJSC 'Uralkali' in the course of its usual business activity, having determined that the ceiling amount to which the specified transactions may be concluded is RUR 900 million				Management	For		For
		8.2	Approve the conclusion between OJSC 'Uralkali' [Customer] and the Contractors [Performers]: 1) LLC 'SMT BShSU' and [or] 2) CJSC 'Novaya Nedvizhimost' and [or] 3) LLC 'Vagonoe Depo Balahontsy' and [or] 4) LLC 'Satellit-Service' of work contracts, paid service contracts as the interested party transactions; and which may be concluded in the future by OJSC 'Uralkali' in the course of its usual business activity, having determined that the ceiling amount to which the specified transactions may be concluded is RUR 4,800 million				Management	For		For
		8.3	Approve the conclusion between OJSC 'Uralkali' [Customer] and LLC 'Polyclinic Uralkali-Med' [Performer] of paid service contracts as the interested party transactions; and which may be concluded in the future by OJSC 'Uralkali' in the course of its usual business activity, having determined that the ceiling amount to which the specified transactions may be concluded is RUR 35 million				Management	For		For
		8.4	Approve the conclusion between OJSC 'Uralkali' [Customer] and the Sellers: 1) LLC 'Mashinostroitelnoe predpriyatie 'Kurs' and [or] 2) LLC 'SMT 'BShSU' and [or] 3) LLC 'Satellit- Service' and [or] 4) CJSC 'Avtotranskali' and [or] 5) LLC 'Vagonoe Depo Balahontsy' and [or] 6) CJSC Novaya Nedvizhimost' of sales contracts as the interested party transactions; and which may be concluded in the future by OJSC 'Uralkali' in the course of its usual business activity, having determined that the ceiling amount to which the specified transactions may be concluded is RUR 1200 million				Management	For		For
		8.5	Approve the conclusion between OJSC 'Uralkali' [Seller] and the Customers: 1) LLC 'SMT 'BShSU' and [or] 2) CJSC 'Avtotranskali' and [or] 3) LLC 'Vagonoe Depo Balahontsy' and [or] 4) CJSC Novaya Nedvizhimost' of sales contracts as the interested party transactions; and which may be concluded in the future by OJSC 'Uralkali' in the course of its usual business activity, having determined that the ceiling amount to which the specified transactions may be concluded is RUR 100 million				Management	For		For
		8.6	Approve the conclusion between OJSC 'Uralkali' [Lessor] and the Lessees: 1) LLC 'SMT 'BShSU' and [or] 2) LLC 'Vagonoe Depo Balahontsy' and [or] 3) CJSC 'Avtotranskali' and [or] 4) LLC 'Satellit-Service' and [or] 5) LLC 'Polyclinic Uralkali-Med' of lease contracts as the interested party transactions; and which may be concluded in the future by OJSC 'Uralkali' in the course of its usual business activity, having determined that the ceiling amount to which the specified transactions may be concluded is RUR 155 million				Management	For		For
		8.7	Approve the conclusion between OJSC 'Uralkali' [Sublicensee] and LLC 'Satellit-Service' [Sublicensor] of sublicense contracts as the interested party transactions; and which may be concluded in the future by OJSC 'Uralkali' in the course of its usual business activity, having determined that the ceiling amount to which the specified transactions may be concluded is RUR 20 million				Management	For		For

IVY FUNDS VIP GROWTH
(until July 31, 2008, W&R Target Growth Portfolio)

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
94 W&R Target Growth
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
04/24/09 - A	Abbott Laboratories *ABT*			002824100			02/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director R.J. Alpern --- For
			2.6a
	1.2	Elect Director R.S. Austin --- For
			2.6a
	1.3	Elect Director W.M. Daley --- For
			2.6a
	1.4	Elect Director W.J. Farrell --- For
			2.6a
	1.5	Elect Director H.L. Fuller --- For
			2.6a
	1.6	Elect Director W.A. Osborn --- For
			2.6a
	1.7	Elect Director D.A.L. Owen --- For
			2.6a
	1.8	Elect Director W.A. Reynolds --- For
			2.6a
	1.9	Elect Director R.S. Roberts --- For
			2.6a
	1.10	Elect Director S.C. Scott, III --- For
			2.6a
	1.11	Elect Director W.D. Smithburg --- For
			2.6a
	1.12	Elect Director G.F. Tilton --- For
			2.6a
	1.13	Elect Director M.D. White --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 Total # of shares available for grant is > 10% (14.98%) of outstanding shares
	3	Approve Nonqualified Employee Stock Purchase Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Report on Animal Testing			Against	Against		ShrHoldr
			5.4
	6	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	7	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
07/08/08 - S	Activision Blizzard, Inc. *ATVI*			004930202			06/05/08
	1	Approve Merger Agreement			For	For		Mgmt
			3.5 per Erik Becker
	2	Change Company Name			For	For		Mgmt
			3.17
	3	Increase Authorized Common Stock			For	For		Mgmt
			3.6
	4	Eliminate Class of Preferred Stock			For	For		Mgmt
			3.7
	5	Amend Quorum Requirements			For	For		Mgmt
			3.5
	6	Adopt Supermajority Vote Requirement for Amendments			For	For		Mgmt
			3.4b
	7	Prohibit Board to Amend Bylaws Without Shareholder Consent			For	For		Mgmt
			3.3b
	8	Permit Directors Designated by Vivendi Certain Voting Powers			For	For		Mgmt
			3.5
	9	Amend Certificate of Incorporation to Limit Certain Business Activities			For	For		Mgmt
			3.5
	10	Amend Certificate of Incorporation to Establish Procedures Allocating Certain Corporate Opportunities			For	For		Mgmt
			3.5
	11	Amend Certificate of Incorporation to Require Vivendi or Activision Blizzard to Acquire all Outstanding Shares			For	For		Mgmt
			3.5
	12	Amend Certificate of Incorporation to Approve a Affiliate Transactions Provision			For	For		Mgmt
			3.5
	13	Amend Certificate of Incorporation to Restrict Business Combination Provision			For	For		Mgmt
			3.5
	14	Prohibit Board to Amend Bylaws Without Shareholder Consent			For	For		Mgmt
			3.3b
	15	Adjourn Meeting			For	For		Mgmt
			7.7b
09/24/08 - A	Activision Blizzard, Inc. *ATVI*			00507V109			07/28/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Philippe G. H. Capron --- For
			2.6a
	1.2	Elect Director Robert J. Corti --- For
			2.6a
	1.3	Elect Director Frederic R. Crepin --- For
			2.6a
	1.4	Elect Director Bruce L. Hack --- For
			2.6a
	1.5	Elect Director Brian G. Kelly --- For
			2.6a
	1.6	Elect Director Robert A. Kotick --- For
			2.6a
	1.7	Elect Director Jean-Bernard Levy --- For
			2.6a
	1.8	Elect Director Robert J. Morgado --- For
			2.6a
	1.9	Elect Director Douglas P. Morris --- For
			2.6a
	1.10	Elect Director Rene P. Penisson --- For
			2.6a
	1.11	Elect Director Richard Sarnoff --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Adopt Policy and Report on Board Diversity			Against	Against		ShrHoldr
			6.1
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
06/05/09 - A	Activision Blizzard, Inc. *ATVI*			00507V109			04/07/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Philippe G. H. Capron --- For
			2.6a
	1.2	Elect Director Robert J. Corti --- For
			2.6a
	1.3	Elect Director Frederic R. Crepin --- For
			2.6a
	1.4	Elect Director Brian G. Kelly --- For
			2.6a
	1.5	Elect Director Robert A. Kotick --- For
			2.6a
	1.6	Elect Director Jean-bernard Levy --- For
			2.6a
	1.7	Elect Director Robert J. Morgado --- For
			2.6a
	1.8	Elect Director Douglas P. Morris --- For
			2.6a
	1.9	Elect Director Stephane Roussel --- For
			2.6a
	1.10	Elect Director Richard Sarnoff --- For
			2.6a
	1.11	Elect Director Regis Turrini --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
02/25/09 - A	Apple Inc. *AAPL*			037833100			12/29/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William V. Campbell --- For
			2.6a
	1.2	Elect Director Millard S. Drexler --- For
			2.6a
	1.3	Elect Director Albert A. Gore, Jr. --- For
			2.6a
	1.4	Elect Director Steven P. Jobs --- For
			2.6a
	1.5	Elect Director Andrea Jung --- For
			2.6a
	1.6	Elect Director A.D. Levinson --- For
			2.6a
	1.7	Elect Director Eric E. Schmidt --- For
			2.6a
	1.8	Elect Director Jerome B. York --- For
			2.6a
	2	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	3	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	4	Prepare Sustainability Report			Against	Against		ShrHoldr
			5.4
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/05/09 - A	Baxter International Inc. *BAX*			071813109			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Walter E. Boomer --- For
			2.6a
	1.2	Elect Director James R. Gavin III --- For
			2.6a
	1.3	Elect Director Peter S. Hellman --- For
			2.6a
	1.4	Elect Director K. J. Storm --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Report on Animal Testing			Against	Against		ShrHoldr
			5.4
11/13/08 - A	Cisco Systems, Inc. *CSCO*			17275R102			09/15/08
	1	Elect Director Carol A. Bartz			For	For		Mgmt
			2.6a
	2	Elect Director M. Michele Burns			For	For		Mgmt
			2.6a
	3	Elect Director Michael D. Capellas			For	For		Mgmt
			2.6a
	4	Elect Director Larry R. Carter			For	For		Mgmt
			2.6a
	5	Elect Director John T. Chambers			For	For		Mgmt
			2.6a
	6	Elect Director Brian L. Halla			For	For		Mgmt
			2.6a
	7	Elect Director John L. Hennessy			For	For		Mgmt
			2.6a
	8	Elect Director Richard M. Kovacevich			For	For		Mgmt
			2.6a
	9	Elect Director Roderick C. McGeary			For	For		Mgmt
			2.6a
	10	Elect Director Michael K. Powell			For	For		Mgmt
			2.6a
	11	Elect Director Steven M. West			For	For		Mgmt
			2.6a
	12	Elect Director Jerry Yang			For	Against		Mgmt
			2.6b attendance less than 75% with no explanation
	13	Ratify Auditors			For	For		Mgmt
			3.1a
	14	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			6.1
	15	Report on Internet Fragmentation			Against	Against		ShrHoldr
			5.4
08/18/08 - S	CME Group Inc. *CME*			12572Q105			07/18/08
	1	Approve Increase in Size of Board			For	For		Mgmt
			2.1b per Barry Ogden
	2	Issue Shares in Connection with Acquisition			For	For		Mgmt
			3.5 per Barry Ogden
	3	Adjourn Meeting			For	For		Mgmt
			7.7b per Barry Ogden
05/13/09 - A	CME Group Inc. *CME*			12572Q105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Dennis H. Chookaszian --- For
			2.6a
	1.2	Elect Director Robert F. Corvino --- For
			2.6a
	1.3	Elect Director Larry G. Gerdes --- For
			2.6a
	1.4	Elect Director Daniel R. Glickman --- For
			2.6a
	1.5	Elect Director James E. Oliff --- For
			2.6a
	1.6	Elect Director John L. Pietrzak --- For
			2.6a
	1.7	Elect Director Alex J. Pollock --- For
			2.6a
	1.8	Elect Director William R. Shepard --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	4	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	5	Ratify Auditors			For	For		Mgmt
			3.1a
05/08/09 - A	Colgate-Palmolive Co. *CL*			194162103			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John T. Cahill --- For
			2.6a
	1.2	Elect Director Jill K. Conway --- For
			2.6a
	1.3	Elect Director Ian Cook --- For
			2.6a
	1.4	Elect Director Ellen M. Hancock --- For
			2.6a
	1.5	Elect Director David W. Johnson --- For
			2.6a
	1.6	Elect Director Richard J. Kogan --- For
			2.6a
	1.7	Elect Director Delano E. Lewis --- For
			2.6a
	1.8	Elect Director J. Pedro Reinhard --- For
			2.6a
	1.9	Elect Director Stephen I. Sadove --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
01/28/09 - A	Costco Wholesale Corporation *COST*			22160K105			11/21/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director James D. Sinegal --- For
			Item 2.6a
	1.2	Elect Director Jeffrey H. Brotman --- For
			Item 2.6a
	1.3	Elect Director Richard A. Galanti --- For
			Item 2.6a
	1.4	Elect Director Daniel J. Evans --- For
			Item 2.6a
	1.5	Elect Director Jeffrey S. Raikes --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
02/25/09 - A	Deere & Co. *DE*			244199105			12/31/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Crandall C. Bowles --- For
			2.6a
	1.2	Elect Director Vance D. Coffman --- For
			2.6a
	1.3	Elect Director Clayton M. Jones --- For
			2.6a
	1.4	Elect Director Thomas H. Patrick --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Declassify the Board of Directors			For	For		ShrHoldr
			2.4b
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	5	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
05/12/09 - A	Dentsply International, Inc. *XRAY*			249030107			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Wendy L Dixon --- For
			Item 2.6a
	1.2	Elect Director Leslie A. Jones --- For
			Item 2.6a
	1.3	Elect Director Bret W. Wise --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/08/09 - A	Ecolab, Inc. *ECL*			278865100			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Leslie S. Biller --- For
			2.6a
	1.2	Elect Director Jerry A. Grundhofer --- For
			2.6a
	1.3	Elect Director John J. Zillmer --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Declassify the Board of Directors			Against	For		ShrHoldr
			2.4b
07/31/08 - A	Electronic Arts Inc. *ERTS*			285512109			06/09/08
	1	Elect Director Leonard S. Coleman			For	For		Mgmt
			2.6a
	2	Elect Director Gary M. Kusin			For	For		Mgmt
			2.6a
	3	Elect Director Gregory B. Maffei			For	For		Mgmt
			2.6a
	4	Elect Director Vivek Paul			For	For		Mgmt
			2.6a
	5	Elect Director Lawrence F. Probst III			For	For		Mgmt
			2.6a
	6	Elect Director John S. Riccitiello			For	For		Mgmt
			2.6a
	7	Elect Director Richard A. Simonson			For	For		Mgmt
			2.6a
	8	Elect Director Linda J. Srere			For	For		Mgmt
			2.6a
	9	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	10	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	11	Ratify Auditors			For	For		Mgmt
			3.1a
02/03/09 - A	Emerson Electric Co. *EMR*			291011104			11/25/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director A.A. Busch III --- For
			Item 2.6a
	1.2	Elect Director A.F. Golden --- For
			Item 2.6a
	1.3	Elect Director H. Green --- For
			Item 2.6a
	1.4	Elect Director W.R. Johnson --- For
			Item 2.6a
	1.5	Elect Director J.B. Menzer --- For
			Item 2.6a
	1.6	Elect Director V.R. Loucks, Jr. --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/06/09 - A	General Dynamics Corp. *GD*			369550108			03/09/09
	1	Elect Director Nicholas D. Chabraja			For	For		Mgmt
			2.6a
	2	Elect Director James S. Crown			For	For		Mgmt
			2.6a
	3	Elect Director William P. Fricks			For	For		Mgmt
			2.6a
	4	Elect Director Jay L. Johnson			For	For		Mgmt
			2.6a
	5	Elect Director George A. Joulwan			For	For		Mgmt
			2.6a
	6	Elect Director Paul G. Kaminski			For	For		Mgmt
			2.6a
	7	Elect Director John M. Keane			For	For		Mgmt
			2.6a
	8	Elect Director Deborah J. Lucas			For	For		Mgmt
			2.6a
	9	Elect Director Lester L. Lyles			For	For		Mgmt
			2.6a
	10	Elect Director J. Christopher Reyes			For	For		Mgmt
			2.6a
	11	Elect Director Robert Walmsley			For	For		Mgmt
			2.6a
	12	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	13	Approve Nonqualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	14	Ratify Auditors			For	For		Mgmt
			3.1a
	15	Report on Space-based Weapons Program			Against	Against		ShrHoldr
			5.4
	16	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99
05/21/09 - A	Genzyme Corp. *GENZ*			372917104			03/31/09
	1	Elect Director Douglas A. Berthiaume			For	For		Mgmt
			2.6a
	2	Elect Director Gail K. Boudreaux			For	For		Mgmt
			2.6a
	3	Elect Director Robert J. Carpenter			For	For		Mgmt
			2.6a
	4	Elect Director Charles L. Cooney			For	For		Mgmt
			2.6a
	5	Elect Director Victor J. Dzau			For	For		Mgmt
			2.6a
	6	Elect Director Connie Mack III			For	For		Mgmt
			2.6a
	7	Elect Director Richard F. Syron			For	For		Mgmt
			2.6a
	8	Elect Director Henri A. Termeer			For	For		Mgmt
			2.6a
	9	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	10	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	11	Ratify Auditors			For	For		Mgmt
			3.1a
05/06/09 - A	Gilead Sciences, Inc. *GILD*			375558103			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Paul Berg --- For
			2.6a
	1.2	Elect Director John F. Cogan --- For
			2.6a
	1.3	Elect Director Etienne F. Davignon --- For
			2.6a
	1.4	Elect Director James M. Denny --- For
			2.6a
	1.5	Elect Director Carla A. Hills --- For
			2.6a
	1.6	Elect Director John W. Madigan --- For
			2.6a
	1.7	Elect Director John C. Martin --- For
			2.6a
	1.8	Elect Director Gordon E. Moore --- For
			2.6a
	1.9	Elect Director Nicholas G. Moore --- For
			2.6a
	1.10	Elect Director Richard J. Whitley --- For
			2.6a
	1.11	Elect Director Gayle E. Wilson --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
05/07/09 - A	Google Inc *GOOG*			38259P508			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Eric Schmidt --- For
			2.6a
	1.2	Elect Director Sergey Brin --- For
			2.6a
	1.3	Elect Director Larry Page --- For
			2.6a
	1.4	Elect Director L. John Doerr --- For
			2.6a
	1.5	Elect Director John L. Hennessy --- For
			2.6a
	1.6	Elect Director Arthur D. Levinson --- For
			2.6a
	1.7	Elect Director Ann Mather --- For
			2.6a
	1.8	Elect Director Paul S. Otellini --- For
			2.6a
	1.9	Elect Director K. Ram Shriram --- For
			2.6a
	1.10	Elect Director Shirley M. Tilghman --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Report on Political Contributions			For	Against		ShrHoldr
			7.2b
	5	Adopt Policies to Protect Freedom of Access to the Internet			Against	Against		ShrHoldr
			5.4
	6	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
03/18/09 - A	Hewlett-Packard Company *HPQ*			428236103			01/20/09
	1	Elect Director Lawrence T. Babbio, Jr.			For	For		Mgmt
			Item 2.6a
	2	Elect Director Sari M. Baldauf			For	For		Mgmt
			Item 2.6a
	3	Elect Director Rajiv L. Gupta			For	For		Mgmt
			Item 2.6a
	4	Elect Director John H. Hammergren			For	For		Mgmt
			Item 2.6a
	5	Elect Director Mark V. Hurd			For	For		Mgmt
			Item 2.6a
	6	Elect Director Joel Z. Hyatt			For	For		Mgmt
			Item 2.6a
	7	Elect Director John R. Joyce			For	For		Mgmt
			Item 2.6a
	8	Elect Director Robert L. Ryan			For	For		Mgmt
			Item 2.6a
	9	Elect Director Lucille S. Salhany			For	For		Mgmt
			Item 2.6a
	10	Elect Director G. Kennedy Thompson			For	For		Mgmt
			Item 2.6a
	11	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Home Depot, Inc. *HD*			437076102			03/30/09
	1	Elect Director F. Duane Ackerman			For	For		Mgmt
			2.6a
	2	Elect Director David H. Batchelder			For	For		Mgmt
			2.6a
	3	Elect Director Francis S. Blake			For	For		Mgmt
			2.6a
	4	Elect Director Ari Bousbib			For	For		Mgmt
			2.6a
	5	Elect Director Gregory D. Brenneman			For	For		Mgmt
			2.6a
	6	Elect Director Albert P. Carey			For	For		Mgmt
			2.6a
	7	Elect Director Armando Codina			For	For		Mgmt
			2.6a
	8	Elect Director Bonnie G. Hill			For	For		Mgmt
			2.6a
	9	Elect Director Karen L. Katen			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Approve Right to Call Special Meetings			For	Against		Mgmt
			3.2a
	12	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	13	Call Special Meetings			Against	For		ShrHoldr
			3.2b
	14	Prepare Employment Diversity Report			Against	Against		ShrHoldr
			6.1
	15	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	16	Assess Energy Use and Establish Reduction Targets			Against	Against		ShrHoldr
			5.4
05/19/09 - A	JPMorgan Chase & Co. *JPM*			46625H100			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Crandall C. Bowles --- For
			2.6a
	1.2	Elect Director Stephen B. Burke --- For
			2.6a
	1.3	Elect Director David M. Cote --- For
			2.6a
	1.4	Elect Director James S. Crown --- For
			2.6a
	1.5	Elect Director James Dimon --- For
			2.6a
	1.6	Elect Director Ellen V. Futter --- For
			2.6a
	1.7	Elect Director William H. Gray, III --- For
			2.6a
	1.8	Elect Director Laban P. Jackson, Jr. --- For
			2.6a
	1.9	Elect Director David C. Novak --- For
			2.6a
	1.10	Elect Director Lee R. Raymond --- For
			2.6a
	1.11	Elect Director William C. Weldon --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1
	4	Disclose Prior Government Service			Against	Against		ShrHoldr
			5.4
	5	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	6	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	7	Report on Predatory Lending Policies			Against	Against		ShrHoldr
			5.4
	8	Amend Key Executive Performance Plan			Against	Against		ShrHoldr
			5.1c
	9	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
	10	Prepare Carbon Principles Report			Against	Against		ShrHoldr
			6.2
05/14/09 - A	Kohl's Corp. *KSS*			500255104			03/11/09
	1	Elect Director Peter Boneparth			For	For		Mgmt
			2.6a
	2	Elect Director Steven A. Burd			For	For		Mgmt
			2.6a
	3	Elect Director John F. Herma			For	For		Mgmt
			2.6a
	4	Elect Director Dale E. Jones			For	For		Mgmt
			2.6a
	5	Elect Director William S. Kellogg			For	For		Mgmt
			2.6a
	6	Elect Director Kevin Mansell			For	For		Mgmt
			2.6a
	7	Elect Director R. Lawrence Montgomery			For	For		Mgmt
			2.6a
	8	Elect Director Frank V. Sica			For	For		Mgmt
			2.6a
	9	Elect Director Peter M. Sommerhauser			For	For		Mgmt
			2.6a
	10	Elect Director Stephanie A. Streeter			For	For		Mgmt
			2.6a
	11	Elect Director Stephen E. Watson			For	For		Mgmt
			2.6a
	12	Ratify Auditors			For	For		Mgmt
			3.1a
	13	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
04/23/09 - A	Lockheed Martin Corp. *LMT*			539830109			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director E. C. "Pete" Aldrige, Jr. --- For
			2.6a
	1.2	Elect Director Nolan D. Archibald --- For
			2.6a
	1.3	Elect Director David B. Burritt --- For
			2.6a
	1.4	Elect Director James O. Ellis, Jr. --- For
			2.6a
	1.5	Elect Director Gwendolyn S. King --- For
			2.6a
	1.6	Elect Director James M. Loy --- For
			2.6a
	1.7	Elect Director Douglas H. McCorkindale --- For
			2.6a
	1.8	Elect Director Joseph W. Ralston --- For
			2.6a
	1.9	Elect Director Frank Savage --- For
			2.6a
	1.10	Elect Director James Schneider --- For
			2.6a
	1.11	Elect Director Anne Stevens --- For
			2.6a
	1.12	Elect Director Robert J. Stevens --- For
			2.6a
	1.13	Elect Director James R. Ukropina --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Reduce Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	4	Report on Space-based Weapons Program			Against	Against		ShrHoldr
			6.3
	5	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris
	6	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/29/09 - A	Lowe's Companies, Inc. *LOW*			548661107			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Peter C. Browning --- For
			2.6a
	1.2	Elect Director Marshall O. Larsen --- For
			2.6a
	1.3	Elect Director Stephen F. Page --- For
			2.6a
	1.4	Elect Director O. Temple Sloan, Jr. --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
	4	Eliminate Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	5	Reincorporate in Another State from Delaware to North Dakota			Against	Against		ShrHoldr
			3.16a
	6	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	7	Require Independent Board Chairman			Against	Against		ShrHoldr
			2.12
06/09/09 - A	MasterCard Incorporated *MA*			57636Q104			04/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Richard Haythornthwaite --- For
			2.6a
	1.2	Elect Director David R. Carlucci --- For
			2.6a
	1.3	Elect Director Robert W. Selander --- For
			2.6a
	2	Amend Certificate of Incorporation to Increase Size of Board and Amend Director Qualifications			For	For		Mgmt
			1.3a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/27/09 - A	McDonald's Corp. *MCD*			580135101			03/30/09
	1	Elect Director Robert A. Eckert			For	For		Mgmt
			2.6a
	2	Elect Director Enrique Hernandez, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Jeanne P. Jackson			For	For		Mgmt
			2.6a
	4	Elect Director Andrew J. McKenna			For	For		Mgmt
			2.6a
	5	Ratify Auditors			For	For		Mgmt
			3.1a
	6	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	7	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1a
	8	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	9	Phase out Sales of Eggs from Battery Cage Hens			Against	Against		ShrHoldr
			5.4
08/15/08 - A	Microchip Technology Incorporated *MCHP*			595017104			06/19/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Steve Sanghi --- For
			Item 2.6a
	1.2	Elect Director Albert J. Hugo-Martinez --- For
			Item 2.6a
	1.3	Elect Director L.B. Day --- For
			Item 2.6a
	1.4	Elect Director Matthew W. Chapman --- For
			Item 2.6a
	1.5	Elect Director Wade F. Meyercord --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
01/14/09 - A	Monsanto Co. *MON*			61166W101			11/17/08
	1	Elect Director Janice L. Fields			For	For		Mgmt
			Item 2.6a
	2	Elect Director Hugh Grant			For	For		Mgmt
			Item 2.6a
	3	Elect Director C. Steven McMillan			For	For		Mgmt
			Item 2.6a
	4	Elect Director Robert J. Stevens			For	For		Mgmt
			Item 2.6a
	5	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/13/09 - A	National Oilwell Varco, Inc. *NOV*			637071101			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Merrill A. Miller, Jr. --- For
			2.6a
	1.2	Elect Director Greg L. Armstrong --- For
			2.6a
	1.3	Elect Director David D. Harrison --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
05/06/09 - A	PepsiCo, Inc. *PEP*			713448108			03/06/09
	1	Elect Director S.L. Brown			For	For		Mgmt
			2.6a
	2	Elect Director I.M. Cook			For	For		Mgmt
			2.6a
	3	Elect Director D. Dublon			For	For		Mgmt
			2.6a
	4	Elect Director V.J. Dzau			For	For		Mgmt
			2.6a
	5	Elect Director R.L. Hunt			For	For		Mgmt
			2.6a
	6	Elect Director A. Ibarguen			For	For		Mgmt
			2.6a
	7	Elect Director A.C. Martinez			For	For		Mgmt
			2.6a
	8	Elect Director I.K. Nooyi			For	For		Mgmt
			2.6a
	9	Elect Director S.P. Rockefeller			For	For		Mgmt
			2.6a
	10	Elect Director J.J. Schiro			For	For		Mgmt
			2.6a
	11	Elect Director L.G. Trotter			For	For		Mgmt
			2.6a
	12	Elect Director D.Vasella			For	For		Mgmt
			2.6a
	13	Elect Director M.D. White			For	For		Mgmt
			2.6a
	14	Ratify Auditors			For	For		Mgmt
			3.1a
	15	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	16	Report on Recycling			Against	Against		ShrHoldr
			5.4
	17	Report on Genetically Engineered Products			Against	Against		ShrHoldr
			5.4
	18	Report on Charitable Contributions			Against	Against		ShrHoldr
			7.3
	19	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
04/28/09 - A	Praxair, Inc. *PX*			74005P104			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Stephen F. Angel --- For
			2.6a
	1.2	Elect Director Nance K. Dicciani --- For
			2.6a
	1.3	Elect Director Edward G. Galante --- For
			2.6a
	1.4	Elect Director Claire W. Gargalli --- For
			2.6a
	1.5	Elect Director Ira D. Hall --- For
			2.6a
	1.6	Elect Director Raymond W. LeBoeuf --- For
			2.6a
	1.7	Elect Director Larry D. McVay --- For
			2.6a
	1.8	Elect Director Wayne T. Smith --- For
			2.6a
	1.9	Elect Director H. Mitchell Watson, Jr. --- For
			2.6a
	1.10	Elect Director Robert L. Wood --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
03/03/09 - A	QUALCOMM Inc *QCOM*			747525103			01/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Barbara T. Alexander --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Bennett --- For
			Item 2.6a
	1.3	Elect Director Donald G. Cruickshank --- For
			Item 2.6a
	1.4	Elect Director Raymond V. Dittamore --- For
			Item 2.6a
	1.5	Elect Director Thomas W. Horton --- For
			Item 2.6a
	1.6	Elect Director Irwin Mark Jacobs --- For
			Item 2.6a
	1.7	Elect Director Paul E. Jacobs --- For
			Item 2.6a
	1.8	Elect Director Robert E. Kahn --- For
			Item 2.6a
	1.9	Elect Director Sherry Lansing --- For
			Item 2.6a
	1.10	Elect Director Duane A. Nelles --- For
			Item 2.6a
	1.11	Elect Director Marc I. Stern --- For
			Item 2.6a
	1.12	Elect Director Brent Scowcroft --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Raytheon Co. *RTN*			755111507			04/03/09
	1	Elect Director Vernon E. Clark			For	For		Mgmt
			2.6a
	2	Elect Director John M. Deutch			For	For		Mgmt
			2.6a
	3	Elect Director Frederic M. Poses			For	For		Mgmt
			2.6a
	4	Elect Director Michael C. Ruettgers			For	For		Mgmt
			2.6a
	5	Elect Director Ronald L. Skates			For	For		Mgmt
			2.6a
	6	Elect Director William R. Spivey			For	For		Mgmt
			2.6a
	7	Elect Director Linda G. Stuntz			For	For		Mgmt
			2.6a
	8	Elect Director William H. Swanson			For	For		Mgmt
			2.6a
	9	Ratify Auditors			For	For		Mgmt
			3.1a
	10	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	11	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	12	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	13	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	14	Submit SERP to Shareholder Vote			Against	Against		ShrHoldr
			5.1c
07/15/08 - A	Research In Motion Ltd *RIM*			760975102			05/27/08
	1	Elect James Balsillie, Mike Lazaridis, James Estill, David Kerr, Roger Martin, John Richardson, Barbara Stymiest and John Wetmore as Directors			For	For		Mgmt
			Item 2.6a
	2	Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			Item 3.1a
04/08/09 - A	Schlumberger Ltd. *SLB*			806857108			02/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect P. Camus as Director --- For
			2.6a
	1.2	Elect J.S. Gorelick as Director --- For
			2.6a
	1.3	Elect A. Gould as Director --- For
			2.6a
	1.4	Elect T. Issac as Director --- For
			2.6a
	1.5	Elect N. Kudryavtsev as Director --- For
			2.6a
	1.6	Elect A. Lajous as Director --- For
			2.6a
	1.7	Elect M.E. Marks as Director --- For
			2.6a
	1.8	Elect L.R. Reif as Director --- For
			2.6a
	1.9	Elect T.I. Sandvold as Director --- For
			2.6a
	1.10	Elect H. Seydoux as Director --- For
			2.6a
	1.11	Elect L.G. Stuntz as Director --- For
			2.6a
	2	Adopt and Approve Financials and Dividends			For	For		Mgmt
			3.24
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	4	Approval of Independent Registered Public Accounting Firm			For	For		Mgmt
			3.1a
05/12/09 - A	Smith International, Inc. *SII*			832110100			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert Kelley --- For
			Item 2.6a
	1.2	Elect Director Luiz Rodolfo Landim Machado --- For
			Item 2.6a
	1.3	Elect Director Doug Rock --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/29/09 - A	Stryker Corp. *SYK*			863667101			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John W. Brown --- For
			Item 2.6a
	1.2	Elect Director Howard E. Cox. Jr. --- For
			Item 2.6a
	1.3	Elect Director Donald M. Engelman --- For
			Item 2.6a
	1.4	Elect Director Louise L. Francesconi --- For
			Item 2.6a
	1.5	Elect Director Howard L. Lance --- For
			Item 2.6a
	1.6	Elect Director Stephen P. MacMillan --- For
			Item 2.6a
	1.7	Elect Director William U. Parfet --- For
			Item 2.6a
	1.8	Elect Director Ronda E. Stryker --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/08/09 - A	T. Rowe Price Group, Inc. *TROW*			74144T108			02/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Edward C. Bernard --- For
			Item 2.6a
	1.2	Elect Director James T. Brady --- For
			Item 2.6a
	1.3	Elect Director J. Alfred Broaddus, Jr. --- For
			Item 2.6a
	1.4	Elect Director Donald B. Hebb, Jr. --- For
			Item 2.6a
	1.5	Elect Director James A.C. Kennedy --- For
			Item 2.6a
	1.6	Elect Director Brian C. Rogers --- For
			Item 2.6a
	1.7	Elect Director Alfred Sommer --- For
			Item 2.6a
	1.8	Elect Director Dwight S. Taylor --- For
			Item 2.6a
	1.9	Elect Director Anne Marie Whittemore --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/14/09 - A	The Charles Schwab Corp. *SCHW*			808513105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Nancy H. Bechtle --- For
			2.6a
	1.2	Elect Director Walter W. Bettinger II --- For
			2.6a
	1.3	Elect Director C. Preston Butcher --- For
			2.6a
	2	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	3	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			4.1 per Erik Becker
	4	Amend Corporate Executive Bonus Plan			Against	Against		ShrHoldr
			4.1 per Erik Becker
04/22/09 - A	The Coca-Cola Company *KO*			191216100			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Herbert A. Allen --- For
			2.6a
	1.2	Elect Director Ronald W. Allen --- For
			2.6a
	1.3	Elect Director Cathleen P. Black --- For
			2.6a
	1.4	Elect Director Barry Diller --- For
			2.6a
	1.5	Elect Director Alexis M. Herman --- For
			2.6a
	1.6	Elect Director Muhtar Kent --- For
			2.6a
	1.7	Elect Director Donald R. Keough --- For
			2.6a
	1.8	Elect Director Maria Elena Lagomsino --- For
			2.6a
	1.9	Elect Director Donald F. McHenry --- For
			2.6a
	1.10	Elect Director Sam Nunn --- For
			2.6a
	1.11	Elect Director James D. Robinson III --- For
			2.6a
	1.12	Elect Director Peter V. Ueberroth --- For
			2.6a
	1.13	Elect Director Jacob Wallenberg --- For
			2.6a
	1.14	Elect Director James B. Williams --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b "Say On Pay"
	4	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	5	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			3.23c
	6	Performance-Based Awards			Against	Against		ShrHoldr
			4.1
05/20/09 - A	Thermo Fisher Scientific Inc. *TMO*			883556102			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Judy C. Lewent --- For
			Item 2.6a
	1.2	Elect Director Peter J. Manning --- For
			Item 2.6a
	1.3	Elect Director Jim P. Manzi --- For
			Item 2.6a
	1.4	Elect Director Elaine S. Ullian --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/08/09 - A	United Technologies Corp. *UTX*			913017109			02/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Louis R. Ch  nevert --- For
			2.6a
	1.2	Elect Director George David --- For
			2.6a
	1.3	Elect Director John V. Faraci --- For
			2.6a
	1.4	Elect Director Jean-Pierre Garnier --- For
			2.6a
	1.5	Elect Director Jamie S. Gorelick --- For
			2.6a
	1.6	Elect Director Carlos M. Gutierrez --- For
			2.6a
	1.7	Elect Director Edward A. Kangas --- For
			2.6a
	1.8	Elect Director Charles R. Lee --- For
			2.6a
	1.9	Elect Director Richard D. McCormick --- For
			2.6a
	1.10	Elect Director Harold McGraw III --- For
			2.6a
	1.11	Elect Director Richard B. Myers --- For
			2.6a
	1.12	Elect Director H. Patrick Swygert --- For
			2.6a
	1.13	Elect Director Andr   Villeneuve --- For
			2.6a
	1.14	Elect Director Christine Todd Whitman --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Report on Foreign Military Sales Offsets			Against	Against		ShrHoldr
			5.4
12/16/08 - S	Visa Inc. *V*			92826C839			11/12/08
	1	Amend Certificate of Incorporation			For	For		Mgmt
			3.23c
04/21/09 - A	Visa Inc. *V*			92826C839			02/26/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Hani Al-Qadi --- For
			Item 2.6a
	1.2	Elect Director Charles T. Doyle --- For
			Item 2.6a
	1.3	Elect Director Peter Hawkins --- For
			Item 2.6a
	1.4	Elect Director David I. McKay --- For
			Item 2.6a
	1.5	Elect Director Charles W. Scharf --- For
			Item 2.6a
	1.6	Elect Director Segismundo Schulin-Zeuthen --- For
			Item 2.6a
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Thomas J. Campbell --- For
			Item 2.6a
	2.2	Elect Director Gary P. Coughlan --- For
			Item 2.6a
	2.3	Elect Director Mary B. Cranston --- For
			Item 2.6a
	2.4	Elect Director Francisco Javier Fernandez-Carbajal --- For
			Item 2.6a
	2.5	Elect Director Suzanne Nora Johnson --- For
			Item 2.6a
	2.6	Elect Director Joseph. W. Saunders --- For
			Item 2.6a
	3	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/05/09 - A	Wal-Mart Stores, Inc. *WMT*			931142103			04/09/09
	1	Elect Director Aida M. Alvarez			For	For		Mgmt
			2.6a
	2	Elect Director James W. Breyer			For	For		Mgmt
			2.6a
	3	Elect Director M. Michele Burns			For	For		Mgmt
			2.6a
	4	Elect Director James I. Cash, Jr.			For	For		Mgmt
			2.6a
	5	Elect Director Roger C. Corbett			For	For		Mgmt
			2.6a
	6	Elect Director Douglas N. Daft			For	For		Mgmt
			2.6a
	7	Elect Director Michael T. Duke			For	For		Mgmt
			2.6a
	8	Elect Director Gregory B. Penner			For	For		Mgmt
			2.6a
	9	Elect Director Allen I. Questrom			For	For		Mgmt
			2.6a
	10	Elect Director H. Lee Scott, Jr.			For	For		Mgmt
			2.6a
	11	Elect Director Arne M. Sorenson			For	For		Mgmt
			2.6a
	12	Elect Director Jim C. Walton			For	For		Mgmt
			2.6a
	13	Elect Director S. Robson Walton			For	For		Mgmt
			2.6a
	14	Elect Director Christopher J. Williams			For	For		Mgmt
			2.6a
	15	Elect Director Linda S. Wolf			For	For		Mgmt
			2.6a
	16	Ratify Auditors			For	For		Mgmt
			3.1a
	17	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			6.1a
	18	Pay For Superior Performance			Against	Against		ShrHoldr
			5.1c
	19	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	20	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	21	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	22	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
02/17/09 - C	Weatherford International Ltd *WFT*			G95089101			12/15/08
		Court-Ordered Meeting for Shareholders
	1	Approve Reincorporation through Scheme of Arrangement with Subsiadiary			For	For		Mgmt
			3.5 Per Erik Becker
	2	Adjourn Meeting			For	For		Mgmt
			7.7b Per Erik Becker
	3	Transact Other Business (Non-Voting)			None	None		Mgmt
05/21/09 - A	Yum Brands, Inc. *YUM*			988498101			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director David W. Dorman --- For
			2.6a
	1.2	Elect Director Massimo Ferragamo --- For
			2.6a
	1.3	Elect Director J. David Grissom --- For
			2.6a
	1.4	Elect Director Bonnie G. Hill --- For
			2.6a
	1.5	Elect Director Robert Holland, Jr. --- For
			2.6a
	1.6	Elect Director Kenneth G. Langone --- For
			2.6a
	1.7	Elect Director Jonathan S. Linen --- For
			2.6a
	1.8	Elect Director Thomas C. Nelson --- For
			2.6a
	1.9	Elect Director David C. Novak --- For
			2.6a
	1.10	Elect Director Thomas M. Ryan --- For
			2.6a
	1.11	Elect Director Jing-Shyh S. Su --- For
			2.6a
	1.12	Elect Director Jackie Trujillo --- For
			2.6a
	1.13	Elect Director Robert D. Walter --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote			Against	For		ShrHoldr
			3.12b
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	6	Report on Sustainability and Food Safety in the Supply Chain			Against	Against		ShrHoldr
			5.4
	7	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			5.4
	8	Report on Animal Welfare Policies			Against	Against		ShrHoldr
			5.4

IVY FUNDS VIP HIGH INCOME
(until July 31, 2008, W&R Target High Income Portfolio)

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
93 W&R Target High Income
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
04/23/09 - A	Baker Hughes Incorporated *BHI*			057224107			02/26/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Larry D. Brady --- For
			2.6a
	1.2	Elect Director Clarence P. Cazalot, Jr. --- For
			2.6a
	1.3	Elect Director Chad C. Deaton --- For
			2.6a
	1.4	Elect Director Edward P. Djerejian --- For
			2.6a
	1.5	Elect Director Anthony G. Fernandes --- For
			2.6a
	1.6	Elect Director Claire W. Gargalli --- For
			2.6a
	1.7	Elect Director Pierre H. Jungels --- For
			2.6a
	1.8	Elect Director James A. Lash --- For
			2.6a
	1.9	Elect Director J. Larry Nichols --- For
			2.6a
	1.10	Elect Director H. John Riley, Jr. --- For
			2.6a
	1.11	Elect Director Charles L. Watson --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
05/20/09 - A	Citadel Broadcasting Corp *CTDB*			17285T106			03/24/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Michael A. Miles --- For
			Item 2.6a
	1.2	Elect Director Theodore J. Forstmann --- For
			Item 2.6a
	1.3	Elect Director Farid Suleman --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	3	Other Business			For	Against		Mgmt
			Item 7.7a
05/12/09 - A	NII Holdings, Inc. *NIHD*			62913F201			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director George A. Cope --- For
			Item 2.6a
	1.2	Elect Director Raymond P. Dolan --- For
			Item 2.6a
	1.3	Elect Director Carolyn Katz --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/05/09 - A	Pinnacle Entertainment, Inc. *PNK*			723456109			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Daniel R. Lee --- For
			2.6a
	1.2	Elect Director Stephen C. Comer --- For
			2.6a
	1.3	Elect Director John V. Giovenco --- For
			2.6a
	1.4	Elect Director Richard J. Goeglein --- For
			2.6a
	1.5	Elect Director Ellis Landau --- For
			2.6a
	1.6	Elect Director Bruce A. Leslie --- For
			2.6a
	1.7	Elect Director James L. Martineau --- For
			2.6a
	1.8	Elect Director Michael Ornest --- For
			2.6a
	1.9	Elect Director Lynn P. Reitnouer --- For
			2.6a
	2	Approve Stock Option Exchange Program			For	Against		Mgmt
			4.1 Per Tim Miller
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/12/09 - A	RHI ENTERTAINMENT INC *RHIE*			74957T104			04/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Frank J. Loverro --- For
			2.6a
	1.2	Elect Director Russel H. Givens, Jr. --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	Against		Mgmt
			4.1 # of shares available for grant is greater than 10% of outstanding shares
	3	Ratify Auditors			For	For		Mgmt
			3.1a
04/08/09 - A	Schlumberger Ltd. *SLB*			806857108			02/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect P. Camus as Director --- For
			2.6a
	1.2	Elect J.S. Gorelick as Director --- For
			2.6a
	1.3	Elect A. Gould as Director --- For
			2.6a
	1.4	Elect T. Issac as Director --- For
			2.6a
	1.5	Elect N. Kudryavtsev as Director --- For
			2.6a
	1.6	Elect A. Lajous as Director --- For
			2.6a
	1.7	Elect M.E. Marks as Director --- For
			2.6a
	1.8	Elect L.R. Reif as Director --- For
			2.6a
	1.9	Elect T.I. Sandvold as Director --- For
			2.6a
	1.10	Elect H. Seydoux as Director --- For
			2.6a
	1.11	Elect L.G. Stuntz as Director --- For
			2.6a
	2	Adopt and Approve Financials and Dividends			For	For		Mgmt
			3.24
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	4	Approval of Independent Registered Public Accounting Firm			For	For		Mgmt
			3.1a

IVY FUNDS VIP INTERNATIONAL GROWTH
(until July 31, 2008, W&R Target International Growth Portfolio)

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
96 W&R Target International Growth
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
06/23/09 - A/S	Alstom			F0259M475			06/18/09
		Ordinary Business
	1	Approve Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Accept Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	3	Approve Allocation of Income and Dividends of EUR 1.12 per Share			For	For		Mgmt
			3.18
	4	Approve Special Auditors' Report Regarding Ongoing Related-Party Transaction			For	For		Mgmt
			3.5
	5	Approve Transaction with Patrick Kron			For	For		Mgmt
			4.1
	6	Ratify PricewaterhouseCoopers Audit as Auditor			For	For		Mgmt
			3.1a
	7	Ratify Mazars as Auditor			For	For		Mgmt
			3.1a
	8	Ratify Yves Nicolas as Alternate Auditor			For	For		Mgmt
			3.1a
	9	Ratify Patrick de Cambourg as Alternate Auditor			For	For		Mgmt
			3.1a
	10	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
		Special Business
	11	Approve Reduction in Share Capital via Cancellation of Repurchased Shares			For	For		Mgmt
			3.22a
	12	Authorize Filing of Required Documents/Other Formalities			For	For		Mgmt
			2.14b
05/06/09 - A	BAE Systems plc			G06940103			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Remuneration Report			For	For		Mgmt
			1.3a
	3	Approve Final Dividend of 8.7 Pence Per Ordinary Share			For	For		Mgmt
			3.18
	4	Re-elect Philip Carroll as Director			For	For		Mgmt
			2.6a
	5	Re-elect Ian King as Director			For	For		Mgmt
			2.6a
	6	Re-elect Roberto Quarta as Director			For	For		Mgmt
			2.6a
	7	Re-elect George Rose as Director			For	For		Mgmt
			2.6a
	8	Elect Carl Symon as Director			For	For		Mgmt
			2.6a
	9	Reappoint KPMG Audt plc as Auditors of the Company			For	For		Mgmt
			3.1a
	10	Authorise the Audit Committee to Fix Remuneration of Auditors			For	For		Mgmt
			3.1a
	11	Authorise the Company and its Subsidiaries to Make EU Political Donations to Political Parties and/ or Independent Election Candidates, to Political Organisations Other than Political Parties and to Incur EU Political Expenditure up to GBP 100,000			For	For		Mgmt
			7.2a
	12	Approve Increase in Authorised Ordinary Share Capital from GBP 188,750,001 to GBP 218,750,001			For	For		Mgmt
			3.6
	13	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights Under a General Authority up to Aggregate Nominal Amount of GBP 29,396,313 and an Additional Amount Pursuant to a Rights Issue of up to GBP 29,396,313			For	Against		Mgmt
			3.9a
	14	Subject to the Passing of Resolution 13, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 4,409,888			For	For		Mgmt
			3.9b
	15	Authorise 352,791,045 Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
	16	Amend Articles of Association by Deleting All the Provisions of the Company's Memorandum of Association which, by Virtue of Section 28 of the Companies Act of 2006, are to be Treated as Provisions of the Company's Articles of Association			For	For		Mgmt
			3.23b
	17	Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice			For	For		Mgmt
			3.2b
05/12/09 - A	Bayer AG			D07112119			04/21/09
	1	Receive Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of EUR 1.40 per Share for Fiscal 2008			For	For		Mgmt
			3.24
	2	Approve Discharge of Management Board for Fiscal 2008			For	For		Mgmt
			3.25
	3	Approve Discharge of Supervisory Board for Fiscal 2008			For	For		Mgmt
			3.25
	4	Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares			For	For		Mgmt
			3.21a
	5	Approve Conversion of Bearer Shares into Registered Shares			For	For		Mgmt
			99
	6	Amend Articles Re: Allow Electronic Distribution of Company Communications			For	For		Mgmt
			3.23b
	7	Ratify PricewaterhouseCoopers AG as Auditors for Fiscal 2009			For	For		Mgmt
			3.1a
10/23/08 - A	BHP Billiton plc			G10877101			None
	1	Accept Financial Statements and Statutory Reports for BHP Billiton plc			For	For		Mgmt
			3.24
	2	Accept Financial Statements and Statutory Reports for BHP Billiton Limited			For	For		Mgmt
			3.24
	3	Re-elect Paul Anderson as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	4	Re-elect Paul Anderson as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	5	Re-elect Don Argus as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	6	Re-elect Don Argus as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	7	Re-elect Dr John Buchanan as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	8	Re-elect Dr John Buchanan as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	9	Re-elect David Crawford as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	10	Re-elect David Crawford as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	11	Re-elect Jacques Nasser as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	12	Re-elect Jacques Nasser as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	13	Re-elect Dr John Schubert as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	14	Re-elect Dr John Schubert as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	15	Elect Alan Boeckmann as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	16	Elect Alan Boeckmann as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
		Shareholder Proposal
	17	Elect Stephen Mayne as Director of BHP Billiton plc			Against	Against		ShrHoldr
			2.6b
	18	Elect Stephen Mayne as Director of BHP Billiton Limited			Against	Against		ShrHoldr
			2.6b
		Continuation of Management Proposals
	19	Elect Dr David Morgan as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	20	Elect Dr David Morgan as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	21	Elect Keith Rumble as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	22	Elect Keith Rumble as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	23	Reappoint KPMG Audit plc as Auditors of BHP Billiton plc and Authorise the Board to Determine Their Remuneration			For	For		Mgmt
			3.1a
	24	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 277,983,328			For	Against		Mgmt
			3.9a
	25	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 55,778,030			For	For		Mgmt
			3.9b
	26	Authorise 223,112,120 BHP Billiton plc Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
	27i	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 30 April 2009			For	For		Mgmt
			3.22a
	27ii	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 29 May 2009			For	For		Mgmt
			3.22a
	27iii	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 15 June 2009			For	For		Mgmt
			3.22a
	27iv	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 31 July 2009			For	For		Mgmt
			3.22a
	27v	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 15 September 2009			For	For		Mgmt
			3.22a
	27vi	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 30 November 2009			For	For		Mgmt
			3.22a
	28	Approve Remuneration Report			For	For		Mgmt
			2.8a
	29	Amend BHP Billiton plc Group Incentive Scheme; Amend BHP Billiton Limited Group Incentive Scheme			For	For		Mgmt
			4.1
	30	Approve Grant of Deferred Shares and Options under the BHP Billiton Limited Group Incentive Scheme and the Grant of Performance Shares under the BHP Billiton Limited Long Term Incentive Plan to Executive Director, Marius Kloppers			For	For		Mgmt
			4.1
	31	Increase Maximum Aggregate Remuneration Paid by BHP Billiton plc to All Non-Executive Directors Together with the Remuneration Paid to Those Non-Executive Directors by BHP Billiton Limited to USD 3,800,000; Approve this Increase for All Purposes			For	For		Mgmt
			2.8a
	32	Increase Maximum Aggregate Remuneration Paid by BHP Billiton Limited to All Non-Executive Directors Together with the Remuneration Paid to Those Non-Executive Directors by BHP Billiton plc to USD 3,800,000; Approve this Increase for All Purposes			For	For		Mgmt
			2.8a
	33	Amend the Articles of Association of of BHP Billiton plc			For	For		Mgmt
			3.23b
	34	Amend the Constitution of BHP Billiton Limited			For	For		Mgmt
			3.23b
04/30/09 - A	British American Tobacco plc			G1510J102			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Remuneration Report			For	For		Mgmt
			2.8a
	3	Approve Final Dividend of 61.6 Pence Per Ordinary Share			For	For		Mgmt
			3.18
	4	Reappoint PricewaterhouseCoopers LLP as Auditors of the Company			For	For		Mgmt
			3.1a
	5	Authorise Board to Fix Remuneration of Auditors			For	For		Mgmt
			3.1a
	6 (a)	Re-elect Paul Adams as Director			For	For		Mgmt
			2.6a
	6 (b)	Re-elect Jan du Plessis as Director			For	For		Mgmt
			2.6a
	6 (c)	Re-elect Robert Lerwill as Director			For	For		Mgmt
			2.6a
	6 (d)	Re-elect Sir Nicholas Scheele as Director			For	For		Mgmt
			2.6a
	7	Elect Gerry Murphy as Director			For	For		Mgmt
			2.6a
	8	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 166,359,108			For	Against		Mgmt
			3.9a
	9	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 24,953,866			For	For		Mgmt
			3.9b
	10	Authorise 199,600,000 Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
	11	Authorise the Company and its Subsidiaries to Make EU Political Donations to Political Parties or Independent Election Candidates, to Political Organisations Other than Political Parties and to Incur EU Political Expenditure up to GBP 1,000,000			For	For		Mgmt
			7.2a
	12	Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice			For	For		Mgmt
			99
	13	Adopt New Articles of Association with Effect from 01 October 2009			For	For		Mgmt
			3.23b
03/27/09 - A	Canon Inc. *7751*			J05124144			12/31/08
	1	Approve Allocation of Income, With a Final Dividend of JY 55			For	For		Mgmt
			3.18
	2	Amend Articles to Reflect Digitalization of Share Certificates			For	For		Mgmt
			3.23b
	3	Elect Directors			For	For		Mgmt
	3.1	Elect Director --- For
			2.6a
	3.2	Elect Director --- For
			2.6a
	3.3	Elect Director --- For
			2.6a
	3.4	Elect Director --- For
			2.6a
	3.5	Elect Director --- For
			2.6a
	3.6	Elect Director --- For
			2.6a
	3.7	Elect Director --- For
			2.6a
	3.8	Elect Director --- For
			2.6a
	3.9	Elect Director --- For
			2.6a
	3.10	Elect Director --- For
			2.6a
	3.11	Elect Director --- For
			2.6a
	3.12	Elect Director --- For
			2.6a
	3.13	Elect Director --- For
			2.6a
	3.14	Elect Director --- For
			2.6a
	3.15	Elect Director --- For
			2.6a
	3.16	Elect Director --- For
			2.6a
	3.17	Elect Director --- For
			2.6a
	3.18	Elect Director --- For
			2.6a
	3.19	Elect Director --- For
			2.6a
	3.20	Elect Director --- For
			2.6a
	3.21	Elect Director --- For
			2.6a
	3.22	Elect Director --- For
			2.6a
	3.23	Elect Director --- For
			2.6a
	3.24	Elect Director --- For
			2.6a
	3.25	Elect Director --- For
			2.6a
	4	Approve Retirement Bonus for Director			For	For		Mgmt
			2.8a Shunichi Uzawa is EVP of Canon USA inc
	5	Approve Payment of Annual Bonuses to Directors			For	For		Mgmt
			2.8a
	6	Approve Stock Option Plan			For	For		Mgmt
			4.1
03/12/09 - A	Carlsberg			K36628137			02/26/09
	1	Receive Report of Board			None	None		Mgmt
	2	Approve Financial Statements and Statutory Report; Approve Discharge of Directors			For	For		Mgmt
			1.3a
	3	Approve Allocation of Income			For	For		Mgmt
			3.18
	4	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
	5a	Extend Authorization to Issue DKK 10 Million Class B Shares to Employees; Extend Authorization to Issue Convertible Bonds Up to DKK 639 Million; Extend Authorization to Take Loan up to the Amount of DKK 200 Million			For	Against		Mgmt
			1.3b NO INFO
	5b	Amend Articles Re: Change Address of Share Registrar			For	For		Mgmt
			3.23b
	6	Reelect Povl Krogsgaard-Larsen and Niels kaergaard as Directors; Elect Richard Burrows and Kees van der Graaf as New Directors			For	For		Mgmt
			2.6a
	7	Ratify KPMG as Auditor			For	For		Mgmt
			3.1a
	8	Authorize Board of Directors to Make Editorial Changes to Adopted Resolutions in Connection with Registration			For	For		Mgmt
			2.14b
06/23/09 - A	Central Japan Railway Co. *9022*			J05523105			03/31/09
	1	Approve Allocation of Income, with a Final Dividend of JPY 4500			For	For		Mgmt
			3.18
	2	Amend Articles To Reflect Digitalization of Share Certificates - Allow Company to Make Rules on Exercise of Shareholder Rights			For	Against		Mgmt
			1.3b
	3	Elect Director			For	For		Mgmt
			2.6a
	4	Appoint Statutory Auditor			For	For		Mgmt
			3.1a
05/21/09 - A	Cheung Kong (Holdings) Limited			Y13213106			05/13/09
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			Item 3.24
	2	Approve Final Dividend			For	For		Mgmt
			Item 3.18
	3a	Elect Kam Hing Lam as Director			For	For		Mgmt
			Item 2.6a
	3b	Elect Woo Chia Ching, Grace as Director			For	For		Mgmt
			Item 2.6a
	3c	Elect Fok Kin-ning, Canning as Director			For	For		Mgmt
			Item 2.6a
	3d	Elect Frank John Sixt as Director			For	For		Mgmt
			Item 2.6a
	3e	Elect George Colin Magnus as Director			For	For		Mgmt
			Item 2.6a
	3f	Elect Kwok Tun-li, Stanley as Director			For	For		Mgmt
			Item 2.6a
	3g	Elect Hung Siu-lin, Katherine as Director			For	For		Mgmt
			Item 2.6a
	4	Appoint Deloitte Touche Tohmatsu as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			Item 3.1a
	5a	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			Item 3.9b
	5b	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			Item 3.21a
	5c	Authorize Reissuance of Repurchased Shares			For	For		Mgmt
			Item 3.9b
03/26/09 - S	China Construction Bank Corporation			Y1397N101			02/23/09
		Special Business
	1	Approve Issuance of Subordinated Bonds in the Aggregate Principal Amount Not Exceeding RMB 80 Billion			For	For		Mgmt
			99 per Ryan Caldwell
		Ordinary Business
	2	Approve Resolution on Supplying Corporate Communications to the Holders of H Shares By Means of the Bank's Own Website			For	For		Mgmt
			3.23b
06/11/09 - A	China Construction Bank Corporation			Y1397N101			05/11/09
	1	Accept 2008 Report of the Board of Directors			For	For		Mgmt
			3.24
	2	Accept 2008 Report of the Board of Supervisors			For	For		Mgmt
			3.24
	3	Accept 2008 Final Financial Accounts			For	For		Mgmt
			3.24
	4	Approve 2009 Fixed Assets Investment Budget			For	For		Mgmt
			99
	5	Approve Profit Distribution Plan for the Second Half of 2008			For	For		Mgmt
			3.18
	6	Approve 2008 Final Emoluments Distribution Plan for Directors and Supervisors			For	For		Mgmt
			2.8a
	7	Appoint Auditors			For	For		Mgmt
			3.1a
	8	Elect Chen Zuofu as Executive Director			For	For		Mgmt
			2.6a
05/25/09 - A	China Life Insurance Co. Limited			16939P106			04/27/09
		Meeting for ADR Holders
	1	Approve Report of the Board of Directors			For	For		Mgmt
			3.24
	2	Accept Report of the Supervisory Committee			For	For		Mgmt
			3.24
	3	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	4	Approve Profit Distribution and Cash Dividend Distribution Plan for the Year Ended Dec. 31, 2008			For	For		Mgmt
			3.18
	5	Approve Remuneration of Directors and Supervisors			For	For		Mgmt
			2.8a
	6	Reappoint PricewaterhouseCoopers Zhong Tian Certified Public Accountants Co. Ltd. and PricewaterhouseCoopers as PRC and International Auditors, Respectfully, and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	7	Elect Directors			For	For		Mgmt
	7.1	Elect Yang Chao as Executive Director --- For
			2.6a
	7.2	Elect Wan Feng as Executive Director --- For
			2.6a
	7.3	Elect Lin Dairen as Executive Director --- For
			2.6a
	7.4	Elect Liu Yingqi as Executive Director --- For
			2.6a
	7.5	Elect Miao Jianmin as Non-Executive Director --- For
			2.6a
	7.6	Elect Shi Guoqing as Non-Executive Director --- For
			2.6a
	7.7	Elect Zhuang Zuojin as Non-Executive Director --- For
			2.6a
	7.8	Elect Sun Shuyi as Independent Non-Executive Director --- For
			2.6a
	7.9	Elect Ma Yongwei as Independent Non-Executive Director --- For
			2.6a
	7.10	Elect Sun Changji as Independent Non-Executive Director --- For
			2.6a
	7.11	Elect Bruce Douglas Moore as Independent Non-Executive Director --- For
			2.6a
	8.1	Elect Xia Zhihua as Non-Employee Representative Supervisor			For	For		Mgmt
			2.6a
	8.2	Elect Shi Xiangming as Non-Employee Representative Supervisor			For	For		Mgmt
			2.6a
	8.3	Elect Tian Hui as Non-Employee Representative Supervisor			For	For		Mgmt
			2.6a
	9	Approve Renewal of Liability Insurance for Directors and Senior Management Officers			For	Against		Mgmt
			2.9c not enough information
	10	Review Duty Report of Independent Directors for the Year 2008			None	None		Mgmt
	11	Review Status of Connected Transactions and Execution of Connected Transaction Management System of the Company for the Year 2008			None	None		Mgmt
	12	Amend Articles of Association			For	For		Mgmt
			3.23b
	13	Amend Procedural Rules for Shareholders' General Meetings			For	For		Mgmt
			3.23b
	14	Amend Procedural Rules for Board of Directors Meetings			For	For		Mgmt
			3.23b
	15	Amend Procedural Rules for the Supervisory Committee Meetings			For	For		Mgmt
			3.23b
	16	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
11/14/08 - S	CHINA SOUTH LOCOMOTIVE & ROLLING STOCK CORPORATION			Y1516V109			11/06/08
	1	Approve Usage of A Shares Accumulated Funds of RMB 2.6 Billion to Temporarily Supplement Floating Capital			For	For		Mgmt
			99 Per Frederick Jiang
	2	Approve Adjustment of A Shares Project Funds			For	For		Mgmt
			3.5 Per Frederick Jiang
06/15/09 - A	CHINA SOUTH LOCOMOTIVE & ROLLING STOCK CORPORATION			Y1516V109			05/15/09
	1	Accept Working Report of Board			For	For		Mgmt
			3.24
	2	Accept Working Report of the Supervisory Committee			For	For		Mgmt
			3.24
	3	Approve Proposal Regarding the 2008 Final Accounts			For	For		Mgmt
			3.24
	4	Approve Profit Distribution Plan			For	For		Mgmt
			3.18
	5	Approve Resolution in Relation to the Expected Total Amount of the A Share Connected Transactions for 2009			For	For		Mgmt
			3.5
	6	Approve Resolution in Relation to the External Guarantees of the Company and Its Subsidiaries			For	For		Mgmt
			99
	7	Reappoint Auditors and the Bases for Determination of Their Audit Fees			For	For		Mgmt
			3.1a
	8	Approve Resolution in Relation to the Remuneration and Welfare of Directors and Supervisors			For	For		Mgmt
			2.8a
	9	Amend Articles Re: Distribution of Corporate Communications by Electronic Means and Cash Dividend Policy; and Amend Rules of Procedures for General Meetings			For	For		Mgmt
			3.23c
05/15/09 - A/S	Compagnie generale des Etablissements Michelin			F61824144			05/12/09
		Ordinary Business
	1	Approve Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Allocation of Income and Dividends of EUR 1.00 per Share			For	For		Mgmt
			3.18
	3	Accept Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	4	Approve Auditors' Special Report Regarding Related-Party Transactions Mentionning the Absence of Related-Party Transactions			For	For		Mgmt
			3.5
	5	Reelect Eric Bourdais de Charbonniere as Supervisory Board Member			For	For		Mgmt
			2.6a
	6	Reelect Francois Grappotte as Supervisory Board Member			For	For		Mgmt
			2.6a
	7	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
		Special Business
	8	Amend Article 15 of Bylaws Re: Length of Term for Supervisory Board Members			For	For		Mgmt
			3.23b
	9	Authorize up to 2 Percent of Issued Capital for Use in Stock Option Plan			For	For		Mgmt
			4.1
05/06/09 - A	E.ON AG (formerly Veba AG)			D24914133			None
	1	Receive Financial Statements and Statutory Reports for Fiscal 2008 (Non-Voting)			None	None		Mgmt
	2	Approve Allocation of Income and Dividends of EUR 1.50 per Share			For	For		Mgmt
			3.18
	3	Approve Discharge of Management Board for Fiscal 2008			For	For		Mgmt
			3.25
	4	Approve Discharge of Supervisory Board for Fiscal 2008			For	For		Mgmt
			3.25
	5	Elect Jens Heyerdahl to the Supervisory Board			For	For		Mgmt
			2.6a
	6a	Ratify PricewaterhouseCoopers AG as Auditors for Fiscal 2009			For	For		Mgmt
			3.1a
	6b	Ratify PricewaterhouseCoopers AG as Auditors for the Inspection of the Abbreviated Financial Statements for the First Half of Fiscal 2009			For	For		Mgmt
			3.1a
	7	Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares; Authorize Use of Financial Derivatives When Repurchasing Shares			For	For		Mgmt
			1.3a
	8	Approve Creation of EUR 460 Million Pool of Capital without Preemptive Rights			For	For		Mgmt
			3.9b
	9a	Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 5 Billion; Approve Creation of EUR 175 Million Pool of Capital to Guarantee Conversion Rights			For	For		Mgmt
			3.9b
	9b	Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 5 Billion; Approve Creation of EUR 175 Million Pool of Capital to Guarantee Conversion Rights			For	For		Mgmt
			3.9b
	10	Amend Corporate Purpose			For	For		Mgmt
			3.19
	11a	Amend Articles Re: Audio and Video Transmission at Annual Meeting due to New German Legislation (Law on Transposition of EU Shareholders' Rights Directive)			For	For		Mgmt
			3.23b
	11b	Amend Articles Re: Voting Rights Representation at Annual Meeting due to New German Legislation (Law on Transposition of EU Shareholders' Rights Directive)			For	For		Mgmt
			3.23b
	11c	Amend Articles Re: Convocation of Annual Meeting due to New German Legislation (Law on Transposition of EU Shareholders' Rights Directive)			For	For		Mgmt
			3.23b
	12	Approve Affiliation Agreement with E.ON Einundzwanzigste Verwaltungs GmbH			For	For		Mgmt
			3.5
	13	Approve Affiliation Agreement with E.ON Zweiundzwanzigste Verwaltungs GmbH			For	For		Mgmt
			3.5
06/23/09 - A	East Japan Railway Co *9020*			J1257M109			03/31/09
		Management Proposals
	1	Approve Allocation of Income, With a Final Dividend of JPY 55			For	For		Mgmt
			3.18
	2	Amend Articles To Reflect Digitalization of Share Certificates			For	For		Mgmt
			3.23b
	3	Elect Directors			For	For		Mgmt
	3.1	Elect Director --- For
			2.6a
	3.2	Elect Director --- For
			2.6a
	3.3	Elect Director --- For
			2.6a
	4.1	Appoint Statutory Auditor			For	For		Mgmt
			3.1a
	4.2	Appoint Statutory Auditor			For	For		Mgmt
			3.1a
	5	Approve Payment of Annual Bonuses to Directors and Statutory Auditors			For	For		Mgmt
			1.3a
		Shareholder Proposals
	6	Amend Articles to Allow Shareholder Meeting Agenda to Include Compliance Related Resolutions			Against	Against		ShrHoldr
			3.23c
	7	Amend Articles to Form Committee on Compliance			Against	Against		ShrHoldr
			3.23c
	8	Amend Articles to Require Disclosure of Individual Director Compensation Levels			Against	Against		ShrHoldr
			5.1b
	9	Amend Articles to Require At Least 20% Non-Executive Board of Directors			Against	For		ShrHoldr
			2.2a
	10	mend Articles to Clarify Roles of Advisors and to Create Board Committees on Labor Relations and on Safety			Against	Against		ShrHoldr
			3.23c
	11.1	Remove Chairman Mutsutake Ohtsuka from Board			Against	Against		ShrHoldr
			2.10c
	11.2	Remove President Satoshi Seino from Board			Against	Against		ShrHoldr
			2.10c
	11.3	Remove Vice President Masaki Ogata from Board			Against	Against		ShrHoldr
			2.10c
	11.4	Remove Director Hiroyuki Nakamura from Board			Against	Against		ShrHoldr
			2.10c
	11.5	Remove Director Tohru Owada from Board			Against	Against		ShrHoldr
			2.10c
	11.6	Remove Director Seiichiro Oi from Board			Against	Against		ShrHoldr
			2.10c
	11.7	Remove Director Yuji Fukazawa from Board			Against	Against		ShrHoldr
			2.10c
	11.8	Remove Director Yuji Morimoto from Board			Against	Against		ShrHoldr
			2.10c
	12.1	Appoint Shareholder Nominee to the Board			Against	Against		ShrHoldr
			99
	12.2	Appoint Shareholder Nominee to the Board			Against	Against		ShrHoldr
			99
	12.3	Appoint Shareholder Nominee to the Board			Against	Against		ShrHoldr
			99
	12.4	Appoint Shareholder Nominee to the Board			Against	Against		ShrHoldr
			99
	12.5	Appoint Shareholder Nominee to the Board			Against	Against		ShrHoldr
			99
	13	Cut Director Compensation by 20 Percent			Against	Against		ShrHoldr
			2.8a
	14	Approve Alternate Income Allocation to Establish Reserve for Reemployment of Former JNR Employees			Against	Against		ShrHoldr
			99
	15	Approve Alternate Income Allocation to Establish Reserve for Consolidation of Local Rail Lines			Against	Against		ShrHoldr
			99
05/20/09 - A/S	Electricite de France			F2940H113			05/15/09
		Ordinary Business
	1	Approve Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Accept Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	3	Approve Allocation of Income and Dividends of EUR 1.28 per Share			For	For		Mgmt
			3.18
	A	Approve Dividends of EUR 0.64 per Share			Against	Against		ShrHoldr
			99
	4	Approve Auditors' Special Report Regarding Related-Party Transactions			For	For		Mgmt
			3.5
	5	Approve aditional Remuneration of Directors of EUR 32,000 for Fiscal Year 2008			For	For		Mgmt
			2.8a
	B	Approve No Additional Remuneration for Directors for Fiscal Year 2008			Against	Against		ShrHoldr
			99
	6	Approve Remuneration of Directors in the Aggregate Amount of EUR 180,000 Starting for Fiscal Year 2009			For	For		Mgmt
			2.8a
	7	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
		Special Business
	8	Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 45 Million			For	Against		Mgmt
			3.9a
	9	Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 45 Million			For	For		Mgmt
			3.9b
	10	Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above			For	Against		Mgmt
			3.9a
	11	Authorize Capitalization of Reserves of Up to EUR 1 Billion for Bonus Issue or Increase in Par Value			For	For		Mgmt
			3.6
	12	Authorize Capital Increase of Up to EUR 45 Million for Future Exchange Offers			For	For		Mgmt
			3.9b
	13	Authorize Capital Increase of up to EUR 45 Million for Future Acquisitions			For	For		Mgmt
			3.9b
	14	Approve Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	15	Approve Reduction in Share Capital via Cancellation of Repurchased Shares			For	For		Mgmt
			3.22a
	16	Authorize Filing of Required Documents/Other Formalities			For	For		Mgmt
			2.14b
04/07/09 - A	Fortum Oyj			X2978Z118			03/27/09
	1	Open Meeting			None	None		Mgmt
	2	Calling the Meeting to Order			None	None		Mgmt
	3	Designate Inspector or Shareholder Representative(s) of Minutes of Meeting			For	For		Mgmt
			2.14a
	4	Acknowledge Proper Convening of Meeting			For	For		Mgmt
			2.14a
	5	Prepare and Approve List of Shareholders			For	For		Mgmt
			2.14a
	6	Receive Financial Statements and Statutory Reports; Receive Supervisory Board's Report; Receive Auditor's Report			None	None		Mgmt
	7	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	8	Approve Allocation of Income and Dividends of EUR 1.00 Per Share			For	For		Mgmt
			3.18
	9	Approve Discharge of Board of Directors, Supervisory Board and President			For	For		Mgmt
			3.25
	10	Approve Remuneration of Members of Supervisory Board			For	For		Mgmt
			2.8a
	11	Fix Number of Supervisory Board Members			For	For		Mgmt
			2.1b
	12	Elect Supervisory Board Members			For	For		Mgmt
			2.6a
	13	Approve Remuneration of Directors in the Amount of EUR 66,000 for Chair, EUR 49,200 for Vice-chair and EUR 35,400 for Other Directors; Approve Additional Compensation for Attendance			For	For		Mgmt
			2.8a
	14	Fix Number of Directors at 7			For	For		Mgmt
			2.1a
	15	Reelect Peter Fagernaes (Chair), Matti Lehti (Vice-chair), Esko Aho, Ilona Ervasti-Vaintola, Birgitta Johansson-Hedberg and Christian Ramm-Schmidt as Directors; Elect Sari Baldauf as New Director			For	For		Mgmt
			2.6a
	16	Approve Remuneration of Auditors			For	For		Mgmt
			3.1a
	17	Ratify Deloitte & Touche Ltd as Auditors			For	For		Mgmt
			3.1a
		Shareholder Proposals
	18	Shareholder Proposal: Appoint Nominating Committee			None	Against		ShrHoldr
			99
05/04/09 - A	H & M Hennes & Mauritz			W41422101			04/27/09
	1	Open Meeting			None	None		Mgmt
	2	Elect Sven Unger as Chairman of Meeting			For	For		Mgmt
			2.14a
	3	Receive President's Report; Allow for Questions			None	None		Mgmt
	4	Prepare and Approve List of Shareholders			For	For		Mgmt
			2.14a
	5	Approve Agenda of Meeting			For	For		Mgmt
			2.14a
	6	Designate Inspector(s) of Minutes of Meeting			For	For		Mgmt
			2.14a
	7	Acknowledge Proper Convening of Meeting			For	For		Mgmt
			2.14a
	8a	Receive Financial Statements and Statutory Reports; Receive Information About Remuneration Guidelines			None	None		Mgmt
	8b	Receive Auditor's and Auditing Committee's Reports			None	None		Mgmt
	8c	Receive Chairman's Report About Board Work			None	None		Mgmt
	8d	Receive Report of the Chairman of the Nominating Committee			None	None		Mgmt
	9a	Approve Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	9b	Approve Allocation of Income and Dividends of SEK 15.50 per Share			For	For		Mgmt
			3.18
	9c	Approve Discharge of Board and President			For	For		Mgmt
			3.25
	10	Determine Number of Members (7) and Deputy Members (0) of Board			For	For		Mgmt
			2.1b
	11	Approve Remuneration of Directors in the Amount of SEK 1.4 Million to the Chairman and 375,000 to Other Directors; Approve Remuneration to Committee Members; Approve Remuneration of Auditors			For	For		Mgmt
			1.3a
	12	Reelect Mia Livfors, Lottie Knutson, Sussi Kvart, Bo Lundquist, Stig Nordfelt, Stefan Persson (Chair), and Melker Schoerling as Directors			For	For		Mgmt
			2.6a
	13	Ratify Ernst & Young as Auditor for a Four Year Period			For	For		Mgmt
			3.1a
	14	Elect Stefan Persson, Lottie Tham, Staffan Grefbaeck, Jan Andersson, and Peter Lindell as Members of Nominating Committee			For	For		Mgmt
			2.6a
	15	Approve Remuneration Policy And Other Terms of Employment For Executive Management			For	For		Mgmt
			4.1
	16	Close Meeting			None	None		Mgmt
10/07/08 - A	IG Group Holdings plc			G4753Q106			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Re-elect Jonathan Davie as Director			For	For		Mgmt
			2.6a
	3	Re-elect Nat le Roux as Director			For	For		Mgmt
			2.6a
	4	Approve Final Dividend of 9 Pence Per Ordinary Share			For	For		Mgmt
			3.18
	5	Reappoint Ernst & Young LLP as Auditors of the Company			For	For		Mgmt
			3.1a
	6	Authorise Board to Fix Remuneration of Auditors			For	For		Mgmt
			3.1a
	7	Approve Remuneration Report			For	For		Mgmt
			2.8a
	8	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 5,492			For	Against		Mgmt
			3.9a
	9	Authorise 32,954,617 Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
	10	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 823			For	For		Mgmt
			3.9b
	11	Amend Articles of Association			For	For		Mgmt
			3.23b
05/08/09 - A	Informa plc			G4771A117			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Final Dividend of 3.9 Pence Per Ordinary Share			For	For		Mgmt
			3.18
	3	Re-elect Derek Mapp as Director			For	For		Mgmt
			2.6a
	4	Re-elect Peter Rigby as Director			For	For		Mgmt
			2.6a
	5	Re-elect Adam Walker as Director			For	For		Mgmt
			2.6a
	6	Re-elect Dr Pamela Kirby as Director			For	For		Mgmt
			2.6a
	7	Re-elect John Davis as Director			For	For		Mgmt
			2.6a
	8	Re-elect Dr Brendan O'Neill as Director			For	For		Mgmt
			2.6a
	9	Approve Remuneration Report			For	For		Mgmt
			2.8a
	10	Reappoint Deloitte LLP as Auditors of the Company			For	For		Mgmt
			3.1a
	11	Authorise Board to Fix Remuneration of Auditors			For	For		Mgmt
			3.1a
	12	Approve Increase in Authorised Ordinary Share Capital from GBP 600,000 to GBP 750,000			For	For		Mgmt
			3.6
	13	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights Under a General Authority up to Aggregate Nominal Amount of GBP 141,706 and an Additional Amount Pursuant to a Rights Issue of up to GBP 141,706			For	Against		Mgmt
			3.9a
	14	Amend Informa 2005 Management Long-Term Incentive Scheme			For	For		Mgmt
			4.1
	15	Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice			For	For		Mgmt
			3.2b
	16	Subject to the Passing of Resolution 13, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 21,256			For	For		Mgmt
			3.9b
	17	Authorise 42,511,883 Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
06/02/09 - S	Informa plc			G4771A117			None
	1	Authorise Directors to Carry the Scheme into Effect; Approve Reduction and Subsequent Increase in Share Capital; Apply Credit in Paying Up Informa New Ord. Shares; Issue Equity with Pre-emptive Rights; Reclassify Shares; Amend and Adopt Articles of Assoc.			For	For		Mgmt
			1.3a per Robert Nightingale
	2	Approve Reduction of Share Capital of New Informa by Cancelling and Extinguishing Paid Up Capital (26.9 Pence on Each Issued Ordinary Share) and by Reducing the Nominal Value of Each Ordinary Share to 0.1 Pence; Cancel New Informa's Share Premium Account			For	For		Mgmt
			3.22a
	3	Approve Change of Company Name to Informa Group plc			For	For		Mgmt
			3.17
	4	Approve Delisting of the Informa Shares from the Official List			For	For		Mgmt
			99 per Robert Nightingale
	5a	Approve The Informa 2009 Investment Plan			For	For		Mgmt
			4.3b
	5b	Approve Informa 2009 US Stock Purchase Plan			For	For		Mgmt
			4.3b
	5c	Approve Informa 2009 Management Long Term Incentive Plan			For	For		Mgmt
			4.1
06/02/09 - C	Informa plc			G4771A117			None
		Court Meeting
	1	Approve Scheme of Arrangement Proposed to be Made Between the Company and the Holders of the Scheme Shares			For	For		Mgmt
			3.5
06/23/09 - A	Japan Tobacco Inc *2914*			J27869106			03/31/09
	1	Approve Allocation of Income, with a Final Dividend of JPY 2,800			For	For		Mgmt
			3.18
	2	Amend Articles To Reflect Digitalization of Share Certificates			For	For		Mgmt
			3.23b
	3	Elect Director			For	For		Mgmt
			2.6a
	4	Appoint Statutory Auditor			For	For		Mgmt
			3.1a
06/26/09 - A	Mitsubishi Electric Corp. *6503*			J43873116			03/31/09
	1	Amend Articles To Reflect Digitalization of Share Certificates			For	For		Mgmt
			3.23b
	2	Elect Directors			For	Split		Mgmt
	2.1	Elect Director --- For
			2.6a
	2.2	Elect Director --- For
			2.6a
	2.3	Elect Director --- For
			2.6a
	2.4	Elect Director --- For
			2.6a
	2.5	Elect Director --- For
			2.6a
	2.6	Elect Director --- For
			2.6a
	2.7	Elect Director --- For
			2.6a
	2.8	Elect Director --- For
			2.6a
	2.9	Elect Director --- For
			2.6a
	2.10	Elect Director --- For
			2.6a
	2.11	Elect Director --- For
			2.6a
	2.12	Elect Director --- Against
			2.6b attendance less than 75%
07/28/08 - A	National Grid plc			G6375K151			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Final Dividend of 21.3 Pence Per Ordinary Share			For	For		Mgmt
			3.18
	3	Elect Bob Catell as Director			For	For		Mgmt
			2.6a
	4	Elect Tom King as Director			For	For		Mgmt
			2.6a
	5	Elect Philip Aiken as Director			For	For		Mgmt
			2.6a
	6	Re-elect John Allan as Director			For	For		Mgmt
			2.6a
	7	Reappoint PricewaterhouseCoopers LLP as Auditors of the Company			For	For		Mgmt
			3.1a
	8	Authorise Board to Fix Remuneration of Auditors			For	For		Mgmt
			3.1a
	9	Approve Remuneration Report			For	For		Mgmt
			1.3a
	10	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 94,936,979			For	For		Mgmt
			3.9a
	11	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 14,240,547			For	For		Mgmt
			3.9b
	12	Authorise 249,936,128 Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
	13	Adopt New Articles of Association			For	For		Mgmt
			3.23b
06/26/09 - A	Nintendo Co. Ltd. *7974*			J51699106			03/31/09
	1	Approve Allocation of Income, With a Final Dividend of JPY 780			For	For		Mgmt
			Item 3.18
	2	Amend Articles To Reflect Digitalization of Share Certificates			For	For		Mgmt
			Item 3.23b
	3	Elect Directors			For	For		Mgmt
	3.1	Elect Director --- For
			Item 2.6a
	3.2	Elect Director --- For
			Item 2.6a
	3.3	Elect Director --- For
			Item 2.6a
	3.4	Elect Director --- For
			Item 2.6a
	3.5	Elect Director --- For
			Item 2.6a
	3.6	Elect Director --- For
			Item 2.6a
	3.7	Elect Director --- For
			Item 2.6a
	3.8	Elect Director --- For
			Item 2.6a
	3.9	Elect Director --- For
			Item 2.6a
	3.10	Elect Director --- For
			Item 2.6a
	3.11	Elect Director --- For
			Item 2.6a
	3.12	Elect Director --- For
			Item 2.6a
04/23/09 - A	Nokia Corp.			X61873133			04/09/09
	1	Open Meeting			None	None		Mgmt
	2	Calling the Meeting to Order			None	None		Mgmt
	3	Designate Inspector or Shareholder Representative(s) of Minutes of Meeting			For	For		Mgmt
			2.14a
	4	Acknowledge Proper Convening of Meeting			For	For		Mgmt
			2.14a
	5	Prepare and Approve List of Shareholders			For	For		Mgmt
			2.14a
	6	Receive Financial Statements and Statutory Reports; Receive Auditor's Report; Receive CEO's Review			None	None		Mgmt
	7	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	8	Approve Allocation of Income and Dividends of EUR 0.40 Per Share			For	For		Mgmt
			3.18
	9	Approve Discharge of Board and President			For	For		Mgmt
			3.25
	10	Approve Remuneration of Directors in the Amount of EUR 440,000 for Chairman, EUR 150,000 for Vice Chairman, and EUR 130,000 for Other Directors; Approve Remuneration for Committee Work			For	For		Mgmt
			2.8a
	11	Fix Number of Directors at 11			For	For		Mgmt
			2.1b
	12	Reelect Georg Ehrnrooth, Lalita D. Gupte, Bengt Holmstrom, Henning Kagermann, Olli-Pekka Kallasvuo, Per Karlsson, Jorma Ollila, Marjorie Scardino, Risto Siilasmaa, and Keijo Suila as Directors; Elect Isabel Marey-Semper as New Director			For	For		Mgmt
			2.6a
	13	Approve Remuneration of Auditors			For	For		Mgmt
			3.1a
	14	Ratify PricewaterhouseCoopers Oy as Auditors			For	For		Mgmt
			3.1a
	15	Authorize Repurchase of up to 360 Million Nokia Shares			For	For		Mgmt
			3.21a
	16	Close Meeting			None	None		Mgmt
11/24/08 - S	Petroleo Brasileiro			71654V408			10/30/08
		Meeting for ADR Holders
	1	Approve Absorption of 17 de Maio Participacoes SA			For	For		Mgmt
			3.5 Per Ryan Caldwell
	2	Appoint Independent Firm to Appraise Proposed Absorption			For	For		Mgmt
			3.5 Per Ryan Caldwell
04/08/09 - A	Petroleo Brasileiro			71654V408			03/23/09
		Meeting for ADR Holders
	1	Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2008			For	For		Mgmt
			3.24
	2	Approve Capital Budget for Upcoming Fiscal Year			For	For		Mgmt
			3.24
	3	Approve Allocation of Income and Dividends for Fiscal 2008			For	For		Mgmt
			3.18
	4	Elect Directors			For	For		Mgmt
			2.6a
	5	Elect Board Chairman			For	For		Mgmt
			2.13
	6	Elect Fiscal Council Members and Alternates			For	Against		Mgmt
			2.6b No Information
	7	Approve Remuneration of Executive Officers, Non-Executive Directors, and Fiscal Council Members			For	For		Mgmt
			1.3a
05/07/09 - A/S	PPR			F7440G127			05/04/09
		Ordinary Business
	1	Approve Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Accept Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	3	Approve Allocation of Income and Dividends of EUR 3.30 per Share			For	For		Mgmt
			3.18
	4	Approve Remuneration of Directors in the Aggregate Amount of EUR 660,000			For	For		Mgmt
			2.8a
	5	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
		Special Business
	6	Approve Reduction in Share Capital via Cancellation of Repurchased Shares			For	For		Mgmt
			3.22a
	7	Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million			For	Against		Mgmt
			3.9a
	8	Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million, with the Possibility Not to Offer them to the Public for up to EUR 100 Million			For	For		Mgmt
			3.9b
	9	Authorize Capitalization of Reserves of up to EUR 200 Million for Bonus Issue or Increase in Par Value			For	For		Mgmt
			3.6
	10	Authorize Board to Set Issue Price for 10 Percent per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights Above			For	For		Mgmt
			3.9b
	11	Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 7, 8, and 10			For	For		Mgmt
			3.6
	12	Set Global Limit for Capital Increase to Result from Issuance Requests Under Items 7 to 11 at EUR 200 Million			For	For		Mgmt
			99
	13	Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Acquisitions			For	For		Mgmt
			3.9b
	14	Approve Employee Stock Purchase Plan			For	For		Mgmt
			4.3a
	15	Amend Article 10 of Bylaws Re: Staggered Election of Board Members			For	For		Mgmt
			3.23b
		Special Business
	16	Subject to Approval of Item 15, Reelect Pierre Bellon as Director			For	For		Mgmt
			2.6a
	17	Subject to Approval of Item 15, Reelect Allan Chapin as Director			For	For		Mgmt
			2.6a
	18	Subject to Approval of Item 15, Reelect Luca Cordero Di Montezemolo as Director			For	For		Mgmt
			2.6a
	19	Subject to Approval of Item 15, Reelect Philippe Lagayette as Director			For	For		Mgmt
			2.6a
	20	Reelect Francois-Henri Pinault as Director			For	For		Mgmt
			2.6a
	21	Reelect Patricia Barbizet as Director			For	For		Mgmt
			2.6a
	22	Reelect Baudouin Prot as Director			For	For		Mgmt
			2.6a
	23	Reelect Jean-Philippe Thierry as Director			For	For		Mgmt
			2.6a
	24	Elect Aditya Mittal as Director			For	For		Mgmt
			2.6a
	25	Elect Jean-Francois Palus as Director			For	For		Mgmt
			2.6a
	26	Authorize Filing of Required Documents/Other Formalities			For	For		Mgmt
			2.14b
05/14/09 - A	Prudential plc			G72899100			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Remuneration Report			For	For		Mgmt
			2.8a
	3	Elect Harvey McGrath as Director			For	For		Mgmt
			2.6a
	4	Re-elect Mark Tucker as Director			For	For		Mgmt
			2.6a
	5	Re-elect Michael McLintock as Director			For	For		Mgmt
			2.6a
	6	Re-elect Nick Prettejohn as Director			For	For		Mgmt
			2.6a
	7	Reappoint KPMG Audit plc as Auditors of the Company			For	For		Mgmt
			3.1a
	8	Authorise Board to Determine Remuneration of Auditors			For	For		Mgmt
			3.1a
	9	Approve Final Dividend of 12.91 Pence Per Ordinary Share			For	For		Mgmt
			3.18
	10	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 41,611,000			For	Against		Mgmt
			3.9a
	11	Auth. Issue of Equity Securities with Rights up to a Nominal Amount of GBP 83,223,000 After Deducting From Such Limit Any Relevant Securities Alloted Under Resolution 10 in Connection with an Offer by Way of Rights			For	Against		Mgmt
			3.9a
	12	Authorise Issue of Preference Shares with Pre-emptive Rights up to GBP 20,000,000 (Sterling Preference Shares), USD 20,000,000 (Dollar Preference Shares) and EUR 20,000,000 (Euro Preference Shares)			For	Against		Mgmt
			3.9a
	13	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,242,000			For	For		Mgmt
			3.9b
	14	Authorise 249,680,000 Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
	15	Adopt New Articles of Association			For	For		Mgmt
			3.23b
	16	Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice			For	For		Mgmt
			3.2b
05/07/09 - A	Reckitt Benckiser Group plc			G74079107			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Remuneration Report			For	For		Mgmt
			2.8a
	3	Approve Final Dividend of 48 Pence Per Ordinary Share			For	For		Mgmt
			3.18
	4	Re-elect Adrian Bellamy as Director			For	For		Mgmt
			2.6a
	5	Re-elect Dr Peter Harf as Director			For	For		Mgmt
			2.6a
	6	Elect Andre Lacroix as Director			For	For		Mgmt
			2.6a
	7	Reappoint PricewaterhouseCoopers LLP as Auditors of the Company			For	For		Mgmt
			3.1a
	8	Authorise Board to Fix Remuneration of Auditors			For	For		Mgmt
			3.1a
	9	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 23,662,000			For	Against		Mgmt
			3.9a
	10	Subject to the Passing of Resolution 9, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,611,000			For	For		Mgmt
			3.9b
	11	Authorise 72,000,000 Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
	12	Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice			For	For		Mgmt
			3.2b
07/15/08 - A	Research In Motion Ltd *RIM*			760975102			05/27/08
	1	Elect James Balsillie, Mike Lazaridis, James Estill, David Kerr, Roger Martin, John Richardson, Barbara Stymiest and John Wetmore as Directors			For	For		Mgmt
			Item 2.6a
	2	Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			Item 3.1a
05/19/09 - A	SAP AG			D66992104			04/28/09
	1	Receive Financial Statements and Statutory Reports for Fiscal 2008 (Non-Voting)			None	None		Mgmt
	2	Approve Allocation of Income and Dividends of EUR 0.50 per Share			For	For		Mgmt
			3.18
	3	Approve Discharge of Management Board for Fiscal 2008			For	For		Mgmt
			3.25
	4	Approve Discharge of Supervisory Board for Fiscal 2008			For	For		Mgmt
			3.25
	5	Ratify KPMG AG as Auditors for Fiscal 2009			For	For		Mgmt
			3.1a
	6	Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares			For	For		Mgmt
			1.3a
	7	Amend Articles Re: Electronic Proxy Authorization due to New German Legislation (Law on Transposition of EU Shareholders' Rights Directive)			For	For		Mgmt
			3.23b
09/19/08 - A	SEADRILL LIMITED			G7945E105			07/11/08
	1	Reelect John Fredriksen as Director			For	For		Mgmt
			2.6a
	2	Reelect Tor Olav Troim as Director			For	For		Mgmt
			2.6a
	3	Reelect Jan Tore Stromme as Director			For	For		Mgmt
			2.6a
	4	Reelect Kate Blankenship as Director			For	For		Mgmt
			2.6a
	5	Reelect Kjell E. Jacobsen as Director			For	For		Mgmt
			2.6a
	6	Elect Kathrine Fredriksen as Director			For	For		Mgmt
			2.6a
	7	Approve PricewaterhouseCoopers AS as Auditor and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	8	Approve Remuneration of Directors			For	For		Mgmt
			2.8a
	9	Approve Reduction of Share Premium Account			For	For		Mgmt
			3.18
	10	Transact Other Business (Voting)			For	Against		Mgmt
			7.7a
05/12/09 - A	Serco Group plc			G80400107			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Remuneration Report			For	For		Mgmt
			2.8a
	3	Approve Final Dividend of 3.52 Pence Per Ordinary Share			For	For		Mgmt
			3.18
	4	Re-elect Kevin Beeston as Director			For	For		Mgmt
			2.6a
	5	Re-elect Andrew Jenner as Director			For	For		Mgmt
			2.6a
	6	Re-elect Margaret Baroness Ford of Cunninghame as Director			For	For		Mgmt
			2.6a
	7	Re-elect David Richardson as Director			For	For		Mgmt
			2.6a
	8	Reappoint Deloitte LLP as Auditors of the Company			For	For		Mgmt
			3.1a
	9	Authorise Board to Fix Remuneration of Auditors			For	For		Mgmt
			3.1a
	10	Authorise 48,681,359 Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
	11	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights Under a General Authority up to Aggregate Nominal Amount of GBP 3,212,969 and an Additional Amount Pursuant to a Rights Issue of up to GBP 3,212,969			For	Against		Mgmt
			3.9a
	12	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 486,814			For	For		Mgmt
			3.9b
	13	Approve Adoption of Serco Group plc Performance Share Plan			For	For		Mgmt
			4.1
	14	Approve Adoption of Serco Group plc Deferred Bonus Plan			For	For		Mgmt
			4.1
	15	Amend Articles of Association			For	For		Mgmt
			3.23b
	16	Auth. Company and its Subsidiaries to Make EU Political Donations to Political Parties or Independent Election Candidates, to Political Org. Other Than Political Parties and Incur EU Political Expenditure up to GBP 130,000			For	For		Mgmt
			7.2a
	17	Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice			For	For		Mgmt
			3.2b
06/26/09 - A	Shin-Etsu Chemical Co. Ltd. *4063*			J72810120			03/31/09
	1	Approve Allocation of Income, With a Final Dividend of JPY 50			For	For		Mgmt
			3.18
	2	Amend Articles To Reflect Digitalization of Share Certificates - Increase Maximum Board Size			For	For		Mgmt
			1.3a
	3	Elect Directors			For	Split		Mgmt
	3.1	Elect Director --- For
			2.6a
	3.2	Elect Director --- For
			2.6a
	3.3	Elect Director --- For
			2.6a
	3.4	Elect Director --- Against
			2.6b attendance is less than 75%
	3.5	Elect Director --- For
			2.6a
	3.6	Elect Director --- For
			2.6a
	3.7	Elect Director --- For
			2.6a
	3.8	Elect Director --- For
			2.6a
	3.9	Elect Director --- For
			2.6a
	3.10	Elect Director --- For
			2.6a
	3.11	Elect Director --- For
			2.6a
	3.12	Elect Director --- For
			2.6a
	3.13	Elect Director --- For
			2.6a
	3.14	Elect Director --- For
			2.6a
	4	Appoint Statutory Auditor			For	For		Mgmt
			3.1a
	5	Approve Stock Option Plan			For	For		Mgmt
			4.1
	6	Approve Takeover Defense Plan (Poison Pill)			For	Against		Mgmt
			3.12a
05/07/09 - A	Shoppers Drug Mart Corporation *SC*			82509W103			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director M. Shan Atkins --- For
			Item 2.6a
	1.2	Elect Director James F. Hankinson --- For
			Item 2.6a
	1.3	Elect Director Krystyna Hoeg --- For
			Item 2.6a
	1.4	Elect Director Holger Kluge --- For
			Item 2.6a
	1.5	Elect Director Gaetan Lussier --- For
			Item 2.6a
	1.6	Elect Director David Peterson --- For
			Item 2.6a
	1.7	Elect Director Martha Piper --- For
			Item 2.6a
	1.8	Elect Director Derek Ridout --- For
			Item 2.6a
	1.9	Elect Director Jurgen Schreiber --- For
			Item 2.6a
	1.10	Elect Director David M. Williams --- For
			Item 2.6a
	2	Approve Deloitte & Touche LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			Item 3.1a
05/07/09 - A	Shoppers Drug Mart Corporation *SC*			82509W202			03/10/09
		This is a duplicate meeting for ballots received via the Broadridge North American ballot distribution system
	1	Elect Directors			For	For		Mgmt
	1.1	DIRECTOR M. SHAN ATKINS --- For
			Item 2.6a
	1.2	DIRECTOR JAMES F. HANKINSON --- For
			Item 2.6a
	1.3	DIRECTOR KRYSTYNA HOEG --- For
			Item 2.6a
	1.4	DIRECTOR HOLGER KLUGE --- For
			Item 2.6a
	1.5	DIRECTOR GAETAN LUSSIER --- For
			Item 2.6a
	1.6	DIRECTOR HON. DAVID PETERSON --- For
			Item 2.6a
	1.7	DIRECTOR DR. MARTHA PIPER --- For
			Item 2.6a
	1.8	DIRECTOR DEREK RIDOUT --- For
			Item 2.6a
	1.9	DIRECTOR JURGEN SCHREIBER --- For
			Item 2.6a
	1.10	DIRECTOR DAVID M. WILLIAMS --- For
			Item 2.6a
	2	IN RESPECT OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP ASAUDITORS FOR THE ENSUING YEAR AND AUTHORIZATION FOR THEDIRECTORS TO FIX THEIR REMUNERATION.			For	For		Mgmt
			Item 3.1a
09/08/08 - A	SINA Corporation *SINA*			G81477104			07/11/08
		This is a duplicate meeting for ballots received via the Broadridge North American Ballot distribution system.
	1	Elect Directors			For	For		Mgmt
	1.1	ELECT DIRECTOR PEHONG CHEN --- For
			2.6a
	1.2	ELECT DIRECTOR LIP-BU TAN --- For
			2.6a
	1.3	ELECT DIRECTOR YICHEN ZHANG --- For
			2.6a
	2	RATIFY AUDITORS			For	For		Mgmt
			3.1a
	3	APPROVAL OF THE AMENDMENT AND RESTATEMENT OF AMENDED AND RESTATED ARTICLES OF ASSOCIATION.			For	Against		Mgmt
			1.3b
07/08/08 - A	Subsea 7 Inc.			G8549P108			None
	1	Accept Financial Statements and Statutory Reports (Voting)			For	For		Mgmt
			3.24
	2	Ratify PricewaterhouseCoopers as Auditors			For	For		Mgmt
			3.1a
	3	Authorize Board to Fix Remuneration of Auditors			For	For		Mgmt
			3.1a
	4	Elect Allen Stevens and Mel Fitzgerald as Directors			For	For		Mgmt
			2.6a
	5	Approve Remuneration of Directors			For	For		Mgmt
			2.8a
	6	Approve and Ratify the Actions of the Directors and Officers of the Company			For	For		Mgmt
			2.9c
	7	Amend Articles Re: Statutory References			For	For		Mgmt
			3.23b
	8	Amend Articles Re: Restatement of Amendments			For	For		Mgmt
			3.23b
	9	Transact Other Business (Non-Voting)			None	None		Mgmt
06/26/09 - A	SUMITOMO MITSUI FINANCIAL GROUP INC. *8316*			J7771X109			03/31/09
	1	Approve Allocation of Income, with a Final Dividend of JPY 20 for Ordinary Shares			For	For		Mgmt
			3.18
	2	Amend Articles To Reflect Digitalization of Share Certificates - Authorize Public Announcements in Electronic Format - Clarify Terms of Alternate Statutory Auditors			For	For		Mgmt
			1.3a
	3	Elect Directors			For	For		Mgmt
	3.1	Elect Director --- For
			2.6a
	3.2	Elect Director --- For
			2.6a
	3.3	Elect Director --- For
			2.6a
	3.4	Elect Director --- For
			2.6a
	3.5	Elect Director --- For
			2.6a
	3.6	Elect Director --- For
			2.6a
	4.1	Appoint Statutory Auditor			For	For		Mgmt
			3.1a
	4.2	Appoint Statutory Auditor			For	For		Mgmt
			3.1a
	4.3	Appoint Statutory Auditor			For	Against		Mgmt
			3.1b
	4.4	Appoint Statutory Auditor			For	Against		Mgmt
			3.1b
	5	Appoint Alternate Statutory Auditor			For	For		Mgmt
			3.1a
	6	Approve Retirement Bonus Payment for Directors and Statutory Auditors			For	Against		Mgmt
			2.8b
04/30/09 - A/S	Technip			F90676101			04/27/09
		Ordinary Business
	1	Approve Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Allocation of Income and Dividends of EUR 1.20 per Share			For	For		Mgmt
			3.18
	3	Accept Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	4	Receive Auditors' Special Report Regarding Related-Party Transactions and Approve Transaction Concluded during Fiscal Year 2009			For	Against		Mgmt
			Per John Maxwell 4.2
	5	Receive Auditors' Special Report Regarding Related-Party Transactions and Approve Transaction Concluded during Fiscal Year 2008			For	For		Mgmt
			3.5
	6	Receive Auditors' Special Report Regarding Related-Party Transactions and Approve Ongoing Transactions Concluded before Fiscal Year 2008			For	For		Mgmt
			4.2
	7	Reelect Jean-Pierre Lamoure as Director			For	For		Mgmt
			2.6a
	8	Reelect Daniel Lebegue as Director			For	For		Mgmt
			2.6a
	9	Reelect Bruno Weymuller as Director			For	For		Mgmt
			2.6a
	10	Elect Gerard Hauser as Director			For	For		Mgmt
			2.6a
	11	Elect Marwan Lahoud as Director			For	For		Mgmt
			2.6a
	12	Elect Joseph Rinaldi as Director			For	For		Mgmt
			2.6a
	13	Approve Remuneration of Directors in the Aggregate Amount of EUR 440,000			For	For		Mgmt
			2.8a
	14	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
		Special Business
	15	Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 37.5 Million			For	Against		Mgmt
			3.9a
	16	Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 12 Million			For	For		Mgmt
			3.9b
	17	Approve Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	18	Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plan			For	For		Mgmt
			4.1
	19	Authorize up to 0.03 Percent of Issued Capital for Use in Restricted Stock Plan Reserved for Chairman and/or CEO, Subject to Approval of Item 18			For	For		Mgmt
			1.3a
	20	Authorize up to 1 Percent of Issued Capital for Use in Stock Option Plan			For	For		Mgmt
			4.1
	21	Authorize up to 0.1 Percent of Issued Capital for Use in Stock Option Plan Reserved for Chairman and/or CEO, Subject to Approval of Item 20			For	For		Mgmt
			4.1
	22	Authorize Filing of Required Documents/Other Formalities			For	For		Mgmt
			2.14b
06/22/09 - A	Telefonica S.A.			879382109			None
	1	Approve Individual and Consolidated Financial Statements, Allocation of Income, and Discharge Directors			For	For		Mgmt
			1.3a
	2	Approve Dividend Charged to Unrestricted Reserves			For	For		Mgmt
			3.18
	3	Approve Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Authorize Share Repurchase Program			For	For		Mgmt
			3.21a
	5	Approve Reduction in Capital via the Cancellation of Treasury Shares; Amend Articles Accordingly			For	For		Mgmt
			3.22a
	6	Ratify Auditors for Fiscal Year 2009			For	For		Mgmt
			3.1a
	7	Authorize Board to Ratify and Execute Approved Resolutions			For	For		Mgmt
			2.14b
11/21/08 - A	Telstra Corporation Limited. *TLS*			Q8975N105			11/19/08
	1	Other Business			None	None		Mgmt
	2	Approve Remuneration Report for the Financial Year Ended June 30, 2008			For	For		Mgmt
			2.8a
	3	Discuss the Company's Financial Statements and Reports for the Year Ended June 30, 2008			None	None		Mgmt
	4	Approve Adoption of a New Constitution			For	For		Mgmt
			for 3.23c
	5a	Elect John Mullen as Director			For	For		Mgmt
			2.6a
	5b	Elect Catherine Livingstone as Director			For	For		Mgmt
			2.6a
	5c	Elect Donald McGauchie as Director			For	For		Mgmt
			2.6a
	5d	Elect John Stewart as Director			For	For		Mgmt
			2.6a
05/13/09 - A	TENCENT HOLDINGS LIMITED			G87572122			05/07/09
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2a	Approve Final Dividend			For	For		Mgmt
			3.18
	2b	Approve Special Dividend			For	For		Mgmt
			3.18
	3a1	Reelect Iain Ferguson Bruce as Director			For	For		Mgmt
			2.6a
	3a2	Reelect Ian Charles Stone as Director			For	For		Mgmt
			2.6a
	3b	Authorize Board to Fix the Remuneration of Directors			For	For		Mgmt
			2.8a
	4	Reappoint Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	5	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
	6	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
	7	Authorize Reissuance of Repurchased Shares			For	For		Mgmt
			3.9b
05/13/09 - S	TENCENT HOLDINGS LIMITED			G87572122			05/07/09
	1	Adopt 2009 Share Option Scheme			For	For		Mgmt
			4.1
	2	Amend the Existing Share Award Scheme Adopted on Dec. 13, 2007			For	For		Mgmt
			4.1
05/06/09 - A	The Capita Group plc			G1846J115			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Remuneration Report			For	For		Mgmt
			2.8a
	3	Approve Final Dividend of 9.6 Pence Per Ordinary Share			For	For		Mgmt
			3.18
	4	Re-elect Eric Walters as Director			For	For		Mgmt
			2.6a
	5	Re-elect Gordon Hurst as Director			For	For		Mgmt
			2.6a
	6	Elect Maggi Bell as Director			For	For		Mgmt
			2.6a
	7	Reappoint Ernst & Young LLP as Auditors of the Company			For	For		Mgmt
			3.1a
	8	Authorise Board to Fix Remuneration of Auditors			For	For		Mgmt
			3.1a
	9	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 4,240,389			For	Against		Mgmt
			3.9a
	10	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 642,483			For	For		Mgmt
			3.9b
	11	Authorise 62,174,799 Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
	12	Amend Articles of Association by Deleting All the Provisions in the Company's Memorandum of Association; Adopt New Articles of Association			For	For		Mgmt
			1.3a
	13	Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice			For	For		Mgmt
			99
	14	Approve Change of Company Name to Capita plc			For	For		Mgmt
			3.17
05/15/09 - A/S	Total SA			F92124100			05/12/09
		Ordinary Business
	1	Approve Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	3	Approve Allocation of Income and Dividends of EUR 2.28 per Share			For	For		Mgmt
			3.18
	4	Approve Special Auditors' Report Presenting Ongoing Related-Party Transactions			For	For		Mgmt
			3.5
	5	Approve Transaction with Thierry Desmarest			For	For		Mgmt
			4.2
	6	Approve Transaction with Christophe de Margerie			For	For		Mgmt
			4.2
	7	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
	8	Reelect Anne Lauvergeon as Director			For	For		Mgmt
			2.6a
	9	Reelect Daniel Bouton as Director			For	Against		Mgmt
			2.6b <75% attendance
	10	Reelect Bertrand Collomb as Director			For	For		Mgmt
			2.6a
	11	Reelect Christophe de Margerie as Director			For	For		Mgmt
			2.6a
	12	Reelect Michel Pebereau as Director			For	For		Mgmt
			2.6a
	13	Electe Patrick Artus as Director			For	For		Mgmt
			2.6a
		Special Business
	14	Amend Article 12 of Bylaws Re: Age Limit for Chairman			For	For		Mgmt
			3.23c
		Shareholder Proposals
	A	Amend Article 19 of Bylaws Re: Disclosure of Individual Stock Plans			Against	Against		ShrHoldr
			5.4
	B	Amend Article 11 of Bylaws Re: Nomination of Employees Shareholders Representative to the Board of Directors			Against	Against		ShrHoldr
			3.23c
	C	Approve Restricted Stock Plan to All Employees			Against	Against		ShrHoldr
			4.1
05/14/09 - A/S	Vinci			F5879X108			05/11/09
		Ordinary Business
	1	Accept Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	3	Approve Allocation of Income and Dividends of EUR 1.62 per Share			For	For		Mgmt
			3.18
	4	Authorize Payment of Dividends by Shares			For	For		Mgmt
			3.18
	5	Ratify Appointment of Jean-Pierre Lamoure as Director			For	For		Mgmt
			2.6a
	6	Reelect Francois David as Director			For	For		Mgmt
			2.6a
	7	Reelect Patrick Faure as Director			For	For		Mgmt
			2.6a
	8	Elect Michael Pragnell as Director			For	For		Mgmt
			2.6a
	9	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
	10	Approve Transaction between Vinci et Vinci Concessions Re: Financing of Prado Sud Railway Concession			For	For		Mgmt
			3.5
	11	Approve Transaction between Vinci et Vinci Concessions Re: Financing of Stade du Mans Concession			For	For		Mgmt
			3.5
	12	Approve Transaction between Vinci et Vinci Concessions Re: Financing Obtained by Arcour, Contractor of A19 Highway			For	For		Mgmt
			3.5
	13	Approve Transaction between Vinci et Vinci Concessions Re: Sale by Vinci to Vinci Concession of Its Participation to Aegean Motorway SA			For	For		Mgmt
			3.5
	14	Approve Transaction between Vinci et Vinci Concessions Re: Sale by Vinci to Vinci Concession of Its Participation to Olympia Odos			For	For		Mgmt
			3.5
	15	Approve Transaction between Vinci et Vinci Concessions Re: Sale by Vinci to Vinci Concession of Its Participation to Olympia Odos Operation			For	For		Mgmt
			3.5
	16	Approve Transaction between Vinci et Vinci Concessions Re: Sale by Vinci to Vinci Concession of Its Participation to Vinci Airports Holding			For	For		Mgmt
			3.5
		Special Business
	17	Approve Reduction in Share Capital via Cancellation of Repurchased Shares			For	For		Mgmt
			3.22a
	18	Authorize Capitalization of Reserves for Bonus Issue or Increase in Par Value			For	For		Mgmt
			3.6
	19	Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 300 Million			For	Against		Mgmt
			3.9a
	20	Authorize Issuance of Specific Convertible Bonds without Preemptive Rights Named OCEANE			For	For		Mgmt
			3.9b
	21	Approve Issuance of Convertible Bonds without Preemptive Rights Other than OCEANE			For	For		Mgmt
			3.9b
	22	Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above			For	For		Mgmt
			3.6
	23	Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Acquisitions			For	For		Mgmt
			3.9b
	24	Approve Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	25	Approve Stock Purchase Plan Reserved for International Employees			For	For		Mgmt
			4.3b
	26	Authorize up to 1.5 Percent of Issued Capital for Use in Stock Option Plan			For	For		Mgmt
			4.1
	27	Authorize Filing of Required Documents/Other Formalities			For	For		Mgmt
			2.14b
07/29/08 - A	Vodafone Group plc			G93882135			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Re-elect Sir John Bond as Director			For	For		Mgmt
			2.6a
	3	Re-elect John Buchanan as Director			For	For		Mgmt
			2.6a
	4	Re-elect Vittorio Colao as Director			For	For		Mgmt
			2.6a
	5	Re-elect Andy Halford as Director			For	For		Mgmt
			2.6a
	6	Re-elect Alan Jebson as Director			For	For		Mgmt
			2.6a
	7	Re-elect Nick Land as Director			For	For		Mgmt
			2.6a
	8	Re-elect Anne Lauvergeon as Director			For	For		Mgmt
			2.6a
	9	Re-elect Simon Murray as Director			For	For		Mgmt
			2.6a
	10	Re-elect Luc Vandevelde as Director			For	For		Mgmt
			2.6a
	11	Re-elect Anthony Watson as Director			For	For		Mgmt
			2.6a
	12	Re-elect Philip Yea as Director			For	For		Mgmt
			2.6a
	13	Approve Final Dividend of 5.02 Pence Per Ordinary Share			For	For		Mgmt
			3.18
	14	Approve Remuneration Report			For	For		Mgmt
			2.8a
	15	Reappoint Deloitte & Touche LLP as Auditors of the Company			For	For		Mgmt
			3.1a
	16	Authorise the Audit Committee to Fix Remuneration of Auditors			For	For		Mgmt
			3.1a
	17	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 1,100,000,000			For	Against		Mgmt
			3.9a
	18	Subject to the Passing of Resolution 17, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 300,000,000			For	For		Mgmt
			3.9b
	19	Authorise 5,300,000,000 Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
	20	Authorise the Company and its Subsidiaries to Make EU Political Donations to Political Parties, and/or Independent Election Candidates, to Political Organisations Other Than Political Parties and Incur EU Political Expenditure up to GBP 100,000			For	For		Mgmt
			7.2a
	21	Amend Articles of Association			For	For		Mgmt
			3.23b
	22	Approve Vodafone Group 2008 Sharesave Plan			For	For		Mgmt
			4.3b

IVY FUNDS VIP INTERNATIONAL VALUE
(until July 31, 2008, W&R Target International Value Portfolio)

Proxy Voting Record

N-PX Proxy Report

AccountName

Name

Ticker

Security ID

Country

Meeting Date

Record Date

Meeting Type

Ballot Shares

Ballot Item Number

MorS

Item Desc

Mgt Rec Vote

Vote Cast

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

1

M

ELECTION OF DIRECTOR: MICHAEL G. ATIEH TO TERM EXPIRING IN 2009.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

2

M

ELECTION OF DIRECTOR: MARY A. CIRILLO TO TERM EXPIRING IN 2009.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

3

M

ELECTION OF DIRECTOR: BRUCE L. CROCKETT TO TERM EXPIRING IN 2009.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

4

M

ELECTION OF DIRECTOR: THOMAS J. NEFF TO TERM EXPIRING IN 2009.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

5

M

ELECTION OF DIRECTOR: GARY M. STUART TO TERM EXPIRING IN 2009.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

6

M

ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ TO TERM EXPIRING IN 2010.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

7

M

ELECTION OF DIRECTOR: PETER MENIKOFF TO TERM EXPIRING IN 2010.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

8

M

ELECTION OF DIRECTOR: ROBERT RIPP TO TERM EXPIRING IN 2010.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

9

M

ELECTION OF DIRECTOR: DERMOT F. SMURFIT TO TERM EXPIRING IN 2010.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

10

M

ELECTION OF DIRECTOR: EVAN G. GREENBERG TO TERM EXPIRING IN

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

11

M

ELECTION OF DIRECTOR: JOHN A. KROL TO TERM EXPIRING IN 2011.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

12

M

ELECTION OF DIRECTOR: LEO F. MULLIN TO TERM EXPIRING IN 2011.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

13

M

ELECTION OF DIRECTOR: OLIVIER STEIMER TO TERM EXPIRING IN 2011.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

14

M

APPROVAL OF THE AMENDMENT (THE DE-REGISTRATION AMENDMENT ) TO THE COMPANY S MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION TO PERMIT THE DEREGISTRATION OF THE COMPANY FROM THE CAYMAN ISLANDS

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

15

M

APPROVAL OF THE AMENDMENT (THE FINANCIAL STATEMENT AMENDMENT ) TO THE COMPANY S ARTICLES OF ASSOCIATION TO REQUIRE THE COMPANY TO PREPARE AND PROVIDE TO SHAREHOLDERS NOT LESS THAN ANNUALLY AN UNCONSOLIDATED BALANCE SHEET OF THE COMPANY

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

16

M

APPROVAL OF AMENDMENTS TO THE ARTICLES OF ASSOCIATION WHICH WILL HAVE THE EFFECT OF INCREASING THE PAR VALUE OF THE ORDINARY SHARES FROM $0.041666667 TO AN AMOUNT IN SWISS FRANCS EQUAL TO $11,000,000,000 DIVIDED BY THE NUMBER OF OUR ORDINARY SHARES

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

17

M

APPROVAL OF THE COMPANY S DE-REGISTRATION FROM THE CAYMAN ISLANDS AND CONTINUATION IN SWITZERLAND (THE CONTINUATION )

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

18

M

APPROVAL OF THE NAME OF THE COMPANY

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

19

M

APPROVAL OF THE CHANGE OF THE PURPOSE OF THE COMPANY

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

20

M

APPROVAL OF THE REARRANGEMENT OF THE COMPANY S EXISTING SHARE CAPITAL

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

21

M

APPROVAL OF THE COMPANY S ARTICLES OF ASSOCIATION

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

22

M

CONFIRMATION OF SWISS LAW AS THE AUTHORITATIVE LEGISLATION GOVERNING THE COMPANY

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

23

M

CONFIRMATION OF THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY AS ZURICH, SWITZERLAND

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

24

M

RATIFY AUDITORS

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

25

M

APPROVAL OF THE COMPANY S 2004 LONG-TERM INCENTIVE PLAN AS AMENDED THROUGH THE FOURTH AMENDMENT

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

26

M

RATIFY AUDITORS

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

G0070K103

Cayman Islands

7/14/2008

5/27/2008

Annual

83770

27

M

APPROVAL OF PAYMENT OF A DIVIDEND THROUGH A REDUCTION OF THE PAR VALUE OF OUR SHARES IN AN AMOUNT EQUAL TO THE SWISS FRANC EQUIVALENT OF $0.87, CONVERTED INTO SWISS FRANCS

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Chunghwa Telecom Co. Ltd.

17133Q304

Taiwan

8/14/2008

7/21/2008

Special

355847

1

M

TO APPROVE THE PROPOSAL FOR CONVERSION OF THE CAPITAL SURPLUS INTO CAPITAL INCREASE OF THE COMPANY AND ISSUANCE OF NEW SHARES.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Chunghwa Telecom Co. Ltd.

17133Q304

Taiwan

8/14/2008

7/21/2008

Special

355847

2

M

TO APPROVE THE PROPOSAL FOR DECREASE IN CASH OF THE COMPANY.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Check Point Software Technologies Ltd.

CHKP

M22465104

Israel

9/4/2008

7/28/2008

Annual

442720

1

M

ELECTION OF DIRECTORS: GIL SHWED, MARIUS NACHT, JERRY UNGERMAN, DAN PROPPER, DAVID RUBNER, TAL SHAVIT NOTE: DIRECTORS ARE ELECTED AS A GROUP, NOT INDIVIDUALLY

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Check Point Software Technologies Ltd.

CHKP

M22465104

Israel

9/4/2008

7/28/2008

Annual

442720

2

M

REELECTION OF OUTSIDE DIRECTOR: IRWIN FEDERMAN

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Check Point Software Technologies Ltd.

CHKP

M22465104

Israel

9/4/2008

7/28/2008

Annual

442720

3

M

REELECTION OF OUTSIDE DIRECTOR: RAY ROTHROCK

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Check Point Software Technologies Ltd.

CHKP

M22465104

Israel

9/4/2008

7/28/2008

Annual

442720

4

M

TO RATIFY THE APPOINTMENT AND COMPENSATION OF CHECK POINT S INDEPENDENT PUBLIC ACCOUNTANTS.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Check Point Software Technologies Ltd.

CHKP

M22465104

Israel

9/4/2008

7/28/2008

Annual

442720

5

M

TO APPROVE COMPENSATION TO CHECK POINT S CHIEF EXECUTIVE OFFICER WHO IS ALSO THE CHAIRMAN OF THE BOARD OF DIRECTORS.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Check Point Software Technologies Ltd.

CHKP

M22465104

Israel

9/4/2008

7/28/2008

Annual

442720

6

M

I AM A CONTROLLING SHAREHOLDER OF THE COMPANY. MARK FOR = YES OR AGAINST = NO.

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Check Point Software Technologies Ltd.

CHKP

M22465104

Israel

9/4/2008

7/28/2008

Annual

442720

7

M

I HAVE A PERSONAL INTEREST IN ITEM 5. MARK FOR = YES OR AGAINST = NO.

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

KB Financial Group Inc

KOKBFG

50049M109

South Korea

8/25/2008

7/30/2008

Special

73760

1

M

Approval of Stock Transfer Plan to Establish Financial Holding Company through Comprehensive Stock Transfer

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KB Financial Group Inc

KOKBFG

50049M109

South Korea

8/25/2008

7/30/2008

Special

73760

2

M

Amend Articles Regarding Settlement Method for Outstanding Stock Options

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Flextronics International Ltd.

FLEX

Y2573F102

Singapore

9/30/2008

8/22/2008

Annual

559100

1

M

RE-ELECTION OF MR. H. RAYMOND BINGHAM AS A DIRECTOR OF FLEXTRONICS.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Flextronics International Ltd.

FLEX

Y2573F102

Singapore

9/30/2008

8/22/2008

Annual

559100

2

M

RE-ELECTION OF MR. AJAY B. SHAH AS A DIRECTOR OF FLEXTRONICS.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Flextronics International Ltd.

FLEX

Y2573F102

Singapore

9/30/2008

8/22/2008

Annual

559100

3

M

RE-ELECTION OF DR. WILLY C. SHIH AS A DIRECTOR OF FLEXTRONICS.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Flextronics International Ltd.

FLEX

Y2573F102

Singapore

9/30/2008

8/22/2008

Annual

559100

4

M

RE-APPOINTMENT OF MR. ROCKWELL A. SCHNABEL AS A DIRECTOR OF FLEXTRONICS.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Flextronics International Ltd.

FLEX

Y2573F102

Singapore

9/30/2008

8/22/2008

Annual

559100

5

M

RATIFY AUDITORS

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Flextronics International Ltd.

FLEX

Y2573F102

Singapore

9/30/2008

8/22/2008

Annual

559100

6

M

TO APPROVE THE GENERAL AUTHORIZATION FOR THE DIRECTORS OF FLEXTRONICS TO ALLOT AND ISSUE ORDINARY SHARES.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Flextronics International Ltd.

FLEX

Y2573F102

Singapore

9/30/2008

8/22/2008

Annual

559100

7

M

TO APPROVE THE RENEWAL OF THE SHARE PURCHASE MANDATE RELATING TO ACQUISITIONS BY FLEXTRONICS OF ITS OWN ISSUED ORDINARY SHARES.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Flextronics International Ltd.

FLEX

Y2573F102

Singapore

9/30/2008

8/22/2008

Annual

559100

8

M

APPROVE AN AMENDMENT TO 2001 EQUITY INCENTIVE PLAN TO INCREASE THE SUB-LIMIT ON THE MAXIMUM NUMBER OF ORDINARY SHARES WHICH MAY BE ISSUED AS SHARE BONUSES BY 5,000,000 ORDINARY SHARES.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Flextronics International Ltd.

FLEX

Y2573F102

Singapore

9/30/2008

8/22/2008

Annual

559100

9

M

TO APPROVE AN AMENDMENT TO THE 2001 EQUITY INCENTIVE PLAN TO INCREASE THE SUB-LIMIT ON THE MAXIMUM NUMBER OF ORDINARY SHARES SUBJECT TO AWARDS WHICH MAY BE GRANTED TO A PERSON IN A SINGLE CALENDAR YEAR BY 2,000,000 ORDINARY SHARES.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Flextronics International Ltd.

FLEX

Y2573F102

Singapore

9/30/2008

8/22/2008

Annual

559100

10

M

TO APPROVE AN AMENDMENT TO THE 2001 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF ORDINARY SHARES RESERVED FOR ISSUANCE BY 20,000,000 ORDINARY SHARES.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

1/14/2009

11/24/2008

Special

213520

1

M

Amend Articles of Incorporation Regarding President Qualification Requirements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

1/14/2009

11/24/2008

Special

213520

2

M

Elect Lee Suk-Chae as President

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

1/14/2009

11/24/2008

Special

213520

3

M

Elect Kang Si-Chin as Outside Director and as Audit Committee Member

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

1/14/2009

11/24/2008

Special

213520

4

M

Elect Song In-Man as Outside Director and as Audit Committee Member

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

1/14/2009

11/24/2008

Special

213520

5

M

Elect Park Joon as Outside Director and as Audit Committee Member

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

1/14/2009

11/24/2008

Special

213520

6

M

Approve Employment Contract with President

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

3/6/2009

2/10/2009

Annual

213520

1

M

Approve Appropriation of Income and Dividend of KRW 1,120 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

3/6/2009

2/10/2009

Annual

213520

1-Feb

M

Elect Lee Sang-Hoon as Inside Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

3/6/2009

2/10/2009

Annual

213520

2-Feb

M

Elect Pyo Hyun-Myung as Inside Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

3/6/2009

2/10/2009

Annual

213520

3-Feb

M

Elect Lee Choon-Ho as Outside Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

3/6/2009

2/10/2009

Annual

213520

4-Feb

M

Elect Kim Eung-Han as Outside Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

3/6/2009

2/10/2009

Annual

213520

5-Feb

M

Elect Huh Jeung-Soo as Outside Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

3/6/2009

2/10/2009

Annual

213520

3

M

Elect Kim Eung-Han as Member of Audit Committee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

3/6/2009

2/10/2009

Annual

213520

4

M

Approve Total Remuneration of Inside Directors and Outside Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Samsung Electronics Co. Ltd.

796050888

South Korea

3/13/2009

12/31/2008

Annual

49690

1

M

Approve Appropriation of Income and Year-End Dividend of KRW 5,000 per Common Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Samsung Electronics Co. Ltd.

796050888

South Korea

3/13/2009

12/31/2008

Annual

49690

2.1

M

Elect Three Outside Directors (Bundled)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Samsung Electronics Co. Ltd.

796050888

South Korea

3/13/2009

12/31/2008

Annual

49690

2.2

M

Elect Four Inside Directors (Bundled)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Samsung Electronics Co. Ltd.

796050888

South Korea

3/13/2009

12/31/2008

Annual

49690

2.3

M

Elect Two Members of Audit Committee (Bundled)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Samsung Electronics Co. Ltd.

796050888

South Korea

3/13/2009

12/31/2008

Annual

49690

3

M

Approve Total Remuneration of Inside Directors and Outside Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

3/27/2009

2/5/2009

Special

213520

1

M

Approve Merger Agreement with KT Freetel Co., Ltd.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KT Corp (formerly Korea Telecom Corporation)

48268K101

South Korea

3/27/2009

2/5/2009

Special

213520

2

M

Amend Articles of Incorporation regarding Expansion of Business Objectives, Changes to Executives' Title, Board's Quorum Requirements, and Other Legislative Changes

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KB Financial Group Inc

KOKBFG

48241A105

South Korea

3/27/2009

12/31/2008

Annual

113180

1

M

Approve Financial Statements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KB Financial Group Inc

KOKBFG

48241A105

South Korea

3/27/2009

12/31/2008

Annual

113180

2

M

Amend Articles of Incorporation Regarding Preemptive Right, Stock Option, Public Notice for Shareholder Meeting, Duties of Audit Committee, Share Cancellation, and Interim Dividend

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KB Financial Group Inc

KOKBFG

48241A105

South Korea

3/27/2009

12/31/2008

Annual

113180

3

M

Elect Two Outside Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KB Financial Group Inc

KOKBFG

48241A105

South Korea

3/27/2009

12/31/2008

Annual

113180

4

M

Elect Five Outside Directors who will serve as Members of Audit Committee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

KB Financial Group Inc

KOKBFG

48241A105

South Korea

3/27/2009

12/31/2008

Annual

113180

5

M

Approve Total Remuneration of Inside Directors and Outside Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Embraer, Empresa Brasileira de Aeronautica

29081M102

Brazil

4/29/2009

3/17/2009

Annual

170290

1

M

Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Embraer, Empresa Brasileira de Aeronautica

29081M102

Brazil

4/29/2009

3/17/2009

Annual

170290

2

M

Approve Allocation of Income and Dividends

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Embraer, Empresa Brasileira de Aeronautica

29081M102

Brazil

4/29/2009

3/17/2009

Annual

170290

3

M

Elect Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Embraer, Empresa Brasileira de Aeronautica

29081M102

Brazil

4/29/2009

3/17/2009

Annual

170290

4

M

Elect Fiscal Council Members and Approve their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Embraer, Empresa Brasileira de Aeronautica

29081M102

Brazil

4/29/2009

3/17/2009

Annual

170290

5

M

Approve Remuneration of Executive Officers, Non-Executive Directors, and Fiscal Council Members

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Embraer, Empresa Brasileira de Aeronautica

29081M102

Brazil

4/29/2009

3/17/2009

Annual

170290

6

M

Elect Fiscal Council Members and Approve their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

H0023R105

Switzerland

5/20/2009

3/31/2009

Annual

83770

1

M

Election Of Director: Michael G. Atieh

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

H0023R105

Switzerland

5/20/2009

3/31/2009

Annual

83770

2

M

Election Of Director: Mary A. Cirillo

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

H0023R105

Switzerland

5/20/2009

3/31/2009

Annual

83770

3

M

Election Of Director: Bruce L. Crockett

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

H0023R105

Switzerland

5/20/2009

3/31/2009

Annual

83770

4

M

Election Of Director: Thomas J. Neff

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

H0023R105

Switzerland

5/20/2009

3/31/2009

Annual

83770

5

M

Approval Of The Annual Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

H0023R105

Switzerland

5/20/2009

3/31/2009

Annual

83770

6

M

Approval Of The Statutory Financial Statements Of Ace Limited

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

H0023R105

Switzerland

5/20/2009

3/31/2009

Annual

83770

7

M

Approval Of The Consolidated Financial Statements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

H0023R105

Switzerland

5/20/2009

3/31/2009

Annual

83770

8

M

Allocation Of Disposable Profit

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

H0023R105

Switzerland

5/20/2009

3/31/2009

Annual

83770

9

M

Discharge Of The Board Of Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

H0023R105

Switzerland

5/20/2009

3/31/2009

Annual

83770

10

M

Amendment Of Articles Of Association Relating To Special Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

H0023R105

Switzerland

5/20/2009

3/31/2009

Annual

83770

11

M

Election Of Pricewaterhousecoopers Ag (zurich) As Our Statutoryauditor Until Our Next Annual Ordinary General Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

H0023R105

Switzerland

5/20/2009

3/31/2009

Annual

83770

12

M

Ratification Of Appointment Of Independent Registered Publicaccounting Firm Pricewaterhousecoopers Llp

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

H0023R105

Switzerland

5/20/2009

3/31/2009

Annual

83770

13

M

Election Of Bdo Visura (zurich) As Special Auditing Firm Until our Next Annual Ordinary General Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ACE Ltd.

ACE

H0023R105

Switzerland

5/20/2009

3/31/2009

Annual

83770

14

M

Approval Of The Payment Of A Dividend In The Form Of Adistribution Through A Reduction Of The Par Value Of Our Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

1

M

Approval Of The Annual Report Of The Company.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

2

M

Approval Of The Annual Accounting Statements, Including The Profit And Loss Reports Of The Company.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

3

M

Approval Of The Distribution Of Profit Of The Company Based On The Results Of 2008.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

4

M

Regarding The Amount Of, Time For And Form Of Payment Of Dividends Based On The Results Of 2008.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

5

M

Approval Of The External Auditor Of The Company.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

6

M

Regarding The Remuneration Of Members Of The Board Of Directors And Audit Commission Of The Company.

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.1

M

Approve Related-Party Transactions with OAO Gazprombank Re: Loan Agreements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.2

M

Approve Related-Party Transactions with OAO Sberbank Re: Loan Agreements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.3

M

Approve Related-Party Transactions with OAO VTB Bank Re: Loan Agreements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.4

M

Approve Related-Party Transactions with State Corporation Vnesheconombank Re: Loan Agreements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.5

M

Approve Related-Party Transactions with OAO Rosselkhozbank Re: Loan Agreements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.6

M

Approve Related-Party Transactions with OAO Gazprombank Re: Loan Facility Agreements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.7

M

Approve Related-Party Transactions with OAO Sberbank Re: Loan Facility Agreements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.8

M

Approve Related-Party Transactions with ZAO Gazenergoprombank Re: Loan Facility Agreements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.9

M

Approve Related-Party Transactions with OAO VTB Bank Re: Loan Facility Agreements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.1

M

Approve Related-Party Transactions with OAO Gazprombank Re: Agreements on Transfer of Credit Funds

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.11

M

Approve Related-Party Transactions with OAO Sberbank Re: Agreements on Transfer of Credit Funds

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.12

M

Approve Related-Party Transactions with ZAO Gazenergoprombank Re: Agreements on Transfer of Credit Funds

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.13

M

Approve Related-Party Transactions with OAO VTB Bank Re: Agreements on Transfer of Credit Funds

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.14

M

Approve Related-Party Transactions with OAO Gazprombank Re: Agreements on Using Electronic Payments System

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.15

M

Approve Related-Party Transactions with OAO Sberbank Re: Agreements on Using Electronic Payments System

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.16

M

Approve Related-Party Transactions with ZAO Gazenergoprombank Re: Agreements on Using Electronic Payments System

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.17

M

Approve Related-Party Transactions with OAO VTB Bank Re: Agreements on Using Electronic Payments System

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.18

M

Approve Related-Party Transactions with OAO Gazprombank Re: Agreements on Foreign Currency Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.19

M

Approve Related-Party Transactions with OAO Gazprombank Re: Agreement on Guarantees to Tax Authorities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.2

M

Approve Related-Party Transactions with OAO Sberbank Re: Agreement on Guarantees to Tax Authorities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.21

M

Approve Related-Party Transactions with OAO Gazprombank Re: Agreement on Guarantees to Tax Authorities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.22

M

Approve Related-Party Transaction with Nord Stream AG Re: Gas Transportation Agreement

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.23

M

Approve Related-Party Transaction with OAO Gazprombank Re: Loan Agreement in Favor of AK Uztransgaz for Gas Transportation Across Uzbekistan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.24

M

Approve Related-Party Transactions with OAO Beltransgaz Re: Agreement on Temporary Possession and Use of Facilities of Yamal-Europe Trunk Gas Pipeline

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.25

M

Approve Related-Party Transactions with OAO Gazpromregiongaz Re: Agreement on Temporary Possession and Use of Property Complex of Gas Distribution System

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.26

M

Approve Related-Party Transactions with ZAO Gazprom Neft Orenburg Re: Agreement on Temporary Possession and Use of Wells and Well Equipment

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.27

M

Approve Related-Party Transactions with OAO Gazpromtrubinvest Re: Agreement on Temporary Possession and Use of Facilities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.28

M

Approve Related-Party Transactions with OAO Lazurnaya Re: Agreement on Temporary Possession and Use of Property of Lazurnaya Peak Hotel Complex

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.29

M

Approve Related-Party Transactions with DOAO Tsentrenergogaz Re: Agreement on Temporary Possession and Use of Building and Equipment

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.3

M

Approve Related-Party Transactions with OOO Gazpromtrans Re: Agreement on Temporary Possession and Use of Facilities of Surgutsky Condensate Stabilization Plant

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.31

M

Approve Related-Party Transactions with OOO Gazpromtrans Re: Agreement on Temporary Possession and Use of Methanol Tank Cars

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.32

M

Approve Related-Party Transactions with OAO Tsentrgaz Re: Agreement on Temporary Possession and Use of Preventative Clinic Facilities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.33

M

Approve Related-Party Transactions with OAO Druzhba Re: Agreement on Temporary Possession and Use of Facilities of Druzhba Vacation Center

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.34

M

Approve Related-Party Transactions with OAO Gazprom Promgaz Re: Agreement on Temporary Possession and Use of Gas-Using Equipment

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.35

M

Approve Related-Party Transactions with OAO Gazprombank Re: Agreement on Temporary Possession and Use of Non-Residential Premises

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.36

M

Approve Related-Party Transactions with OAO Salavatnefteorgsintez Re: Agreement on Temporary Possession and Use of Gas Pipeline

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.37

M

Approve Related-Party Transactions with OAO Vostokgazprom Re: Agreement on Temporary Possession and Use of Special Installation

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.38

M

Approve Related-Party Transactions with OAO Gazprom Export Re: Agreement on Temporary Possession and Use of Special Installation

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.39

M

Approve Related-Party Transactions with OAO Gazprom Neft Re: Agreement on Temporary Possession and Use of Special Installation

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.4

M

Approve Related-Party Transactions with OAO Gazprom Space Systems Re: Agreement on Temporary Possession and Use of ERP System

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.41

M

Approve Related-Party Transactions with ZAO Yamalgazinvest Re: Agreement on Temporary Possession and Use of ERP System

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.42

M

Approve Related-Party Transactions with ZAO Gaztelecom Re: Agreement on Temporary Possession and Use of Communication Facilities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.43

M

Approve Related-Party Transactions with OOO TsentrCaspneftegaz Re: Agreement on Extension of Loans

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.44

M

Approve Related-Party Transactions with OAO Gazprombank Re: Guarantee Agreements to Customs Authorities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.45

M

Approve Related-Party Transactions with OOO Mezhregiongaz Re: Agreement on Delivery of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.46

M

Approve Related-Party Transactions with OOO Mezhregiongaz Re: Agreement on Sale of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.47

M

Approve Related-Party Transactions with OOO Mezhregiongaz Re: Agreement on Accepting Gas Purchased from Independent Entities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.48

M

Approve Related-Party Transactions with OOO Gazprom Export Re: Agreement on Sale of Liquid Hydrocarbons

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.49

M

Approve Related-Party Transactions OOO Mezhregiongaz Re: Agreement on Gas Storage

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.5

M

Approve Related-Party Transactions with ZAO Northgas Re: Agreement on Delivery of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.51

M

Approve Related-Party Transactions with OAO Severneftegazprom Re: Agreement on Delivery of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.52

M

Approve Related-Party Transactions with ZAO Gazprom Neft Orenburg Re: Agreement on Delivery of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.53

M

Approve Related-Party Transactions with OAO SIBUR Holding Re: Agreement on Delivery of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.54

M

Approve Related-Party Transactions with OAO SIBUR Holding Re: Agreement on Purchase of Ethane Fraction

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.55

M

Approve Related-Party Transactions with OAO SIBUR Holding Re: Agreement on Processing of Ethane Fraction

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.56

M

Approve Related-Party Transactions with OAO SIBUR Holding Re: Agreement on Transportation of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.57

M

Approve Related-Party Transactions with OAO Tomskgazprom Re: Agreement on Transportation of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.58

M

Approve Related-Party Transactions with OO Mezhregiongaz Re: Agreement on Transportation of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.59

M

Approve Related-Party Transactions with OAO Gazprom Neft Re: Agreement on Transportation of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.6

M

Approve Related-Party Transactions with OAO NOVATEK Re: Agreement on Transportation of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.61

M

Approve Related-Party Transactions with OAO NOVATEK Re: Agreement on Arranging of Injection and Storage of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.62

M

Approve Related-Party Transactions with a/s Latvijas Gaze Re: Agreement on Purchase of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.63

M

Approve Related-Party Transactions with AB Lietuvos Dujos Re: Agreement on Purchase of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.64

M

Approve Related-Party Transactions with UAB Kauno Termofikacijos Elektrine Re: Agreement on Purchase of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.65

M

Approve Related-Party Transactions with MoldovaGaz SA Re: Agreement on Purchase of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.66

M

Approve Related-Party Transactions with MoldovaGaz SA Re: Agreement on Transportation of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.67

M

Approve Related-Party Transactions with KazRosGaz LLP Re: Agreement on Sale of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.68

M

Approve Related-Party Transactions with KazRosGaz LLP Re: Agreement on Transportation of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.69

M

Approve Related-Party Transactions with OAO Beltransgaz Re: Agreement on Purchase of Gas

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.7

M

Approve Related-Party Transactions with OOO Gazpromtrans Re: Agreement on Start-Up and Commissioning Work

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.71

M

Approve Related-Party Transactions with ZAO Gazprom Invest Yug Re: Agreement on Start-Up and Commissioning Work

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.72

M

Approve Related-Party Transactions with ZAO Yamalgazinvest Re: Agreement on Start-Up and Commissioning Work

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.73

M

Approve Related-Party Transactions with OAO Gazprom Space Systems Re: Agreement on Investment Projects

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.74

M

Approve Related-Party Transactions with ZAO Yamalgazinvest Re: Agreement on Investment Projects

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.75

M

Approve Related-Party Transactions with ZAO Gazprom Neft Orenburg Re: Agreement on Investment Projects

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.76

M

Approve Related-Party Transactions with ZAO Gazprom Invest Yug Re: Agreement on Investment Projects

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.77

M

Approve Related-Party Transactions with OOO Gazpromtrans Re: Agreement on Investment Projects

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.78

M

Approve Related-Party Transactions with ZAO Gaztelecom Re: Agreement on Investment Projects

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.79

M

Approve Related-Party Transactions with ZAO Federal Research and Production Center NefteGazAeroCosmos Re: Agreement on Investment Projects

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.8

M

Approve Related-Party Transactions with OAO Sogaz Re: Agreement on Property Insurance

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.81

M

Approve Related-Party Transactions with OAO Sogaz Re: Agreement on Life and Individual Property Insurance

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.82

M

Approve Related-Party Transactions with OAO Sogaz Re: Agreement on Insurance of Gazprom's Employees

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.83

M

Approve Related-Party Transactions with OAO Sogaz Re: Agreement on Provision of Medical Services to Gazprom's Employees and Their Families

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.84

M

Approve Related-Party Transactions with OAO Sogaz Re: Agreement on Insurance of Employees of OAO Gazprom Avtopredpriyatie

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.85

M

Approve Related-Party Transactions with OAO Sogaz Re: Agreement on Insurance of Property of Third Persons Representing OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.86

M

Approve Related-Party Transactions with OAO Sogaz Re: Agreement on Insurance of Transportation Vehicles

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.87

M

Approve Related-Party Transactions with OAO Sogaz Re: Agreement on Insurance to Board of Directors and Management Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.88

M

Approve Related-Party Transactions Re: Agreeement on Arranging Stocktaking of Property

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.89

M

Approve Related-Party Transactions with DOAO Tsentrenergogaz Re: Agreement on Research Work for OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.9

M

Approve Related-Party Transactions with OAO Gazavtomatika Re: Agreement on Research Work for OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.91

M

Approve Related-Party Transactions with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.92

M

Approve Related-Party Transactions with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

1

M

Approve 2008 Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y309

Taiwan

6/19/2009

4/20/2009

Annual

533709

1

M

Approve 2008 Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y309

Taiwan

6/19/2009

4/20/2009

Annual

533709

2

M

Approve 2008 Allocation of Income and Dividends

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

2

M

Approve 2008 Allocation of Income and Dividends

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

3

M

Approve Capitalization of 2008 Dividends and Employee Profit Sharing

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y309

Taiwan

6/19/2009

4/20/2009

Annual

533709

3

M

Approve Capitalization of 2008 Dividends and Employee Profit Sharing

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

4

M

Amend Articles of Association

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y309

Taiwan

6/19/2009

4/20/2009

Annual

533709

4

M

Amend Articles of Association

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

5

M

Amend Procedures Governing the Acquisition or Disposal of Assets

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y309

Taiwan

6/19/2009

4/20/2009

Annual

533709

5

M

Amend Procedures Governing the Acquisition or Disposal of Assets

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

6

M

Approve Amendment on the Procedures for Endorsement and Guarantee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y309

Taiwan

6/19/2009

4/20/2009

Annual

533709

6

M

Approve Amendment on the Procedures for Endorsement and Guarantee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

7

M

Approve Amendment on the Procedures for Loans to Other Parties

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y309

Taiwan

6/19/2009

4/20/2009

Annual

533709

7

M

Approve Amendment on the Procedures for Loans to Other Parties

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

8

M

Elect Directors and Supervisors

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y309

Taiwan

6/19/2009

4/20/2009

Annual

533709

8

M

Elect Directors and Supervisors

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

9

M

Approve Release of Restrictions on Competitive Activities of Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y309

Taiwan

6/19/2009

4/20/2009

Annual

533709

9

M

Approve Release of Restrictions on Competitive Activities of Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

10

M

Transact Other Business (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y309

Taiwan

6/19/2009

4/20/2009

Annual

533709

10

M

Transact Other Business (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

536759301

Taiwan

6/22/2009

4/23/2009

Annual/Special

544642

S

Meeting for GDR Holders

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

536759301

Taiwan

6/22/2009

4/23/2009

Annual/Special

544642

1

M

Approve 2008 Financial Statements and Statutory Reports

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

536759301

Taiwan

6/22/2009

4/23/2009

Annual/Special

544642

2

M

Approve 2008 Allocation of Income and Dividends

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

536759301

Taiwan

6/22/2009

4/23/2009

Annual/Special

544642

3

M

Approve Capitalization of 2008 Dividends and Employee Profit Sharing

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

536759301

Taiwan

6/22/2009

4/23/2009

Annual/Special

544642

4

M

Approve Amendment on the Procedures for Loans to Other Parties and for Endorsement and Guarantee

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

536759301

Taiwan

6/22/2009

4/23/2009

Annual/Special

544642

5

M

Approve Release of Restrictions on Competitive Activities of Directors

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

536759301

Taiwan

6/22/2009

4/23/2009

Annual/Special

544642

6

M

Transact Other Business (Non-Voting)

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telefonica S.A.

879382208

Spain

6/22/2009

5/26/2009

Annual

95274

1

M

Approve Individual and Consolidated Financial Statements, Allocation of Income, and Discharge Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telefonica S.A.

879382208

Spain

6/22/2009

5/26/2009

Annual

95274

2

M

Approve Dividend Charged to Unrestricted Reserves

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telefonica S.A.

879382208

Spain

6/22/2009

5/26/2009

Annual

95274

3

M

Approve Employee Stock Purchase Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telefonica S.A.

879382208

Spain

6/22/2009

5/26/2009

Annual

95274

4

M

Authorize Share Repurchase Program

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telefonica S.A.

879382208

Spain

6/22/2009

5/26/2009

Annual

95274

5

M

Approve Reduction in Capital via the Cancellation of Treasury Shares; Amend Articles Accordingly

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telefonica S.A.

879382208

Spain

6/22/2009

5/26/2009

Annual

95274

6

M

Ratify Auditors for Fiscal Year 2009

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telefonica S.A.

879382208

Spain

6/22/2009

5/26/2009

Annual

95274

7

M

Authorize Board to Ratify and Execute Approved Resolutions

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Chunghwa Telecom Co. Ltd.

17133Q403

Taiwan

6/19/2009

4/17/2009

Annual

278575

1

M

Acceptance Of 2008 Business Report And Financial Statements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Chunghwa Telecom Co. Ltd.

17133Q403

Taiwan

6/19/2009

4/17/2009

Annual

278575

2

M

Approval Of The Proposal For The Distribution Of 2008 Earnings

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Chunghwa Telecom Co. Ltd.

17133Q403

Taiwan

6/19/2009

4/17/2009

Annual

278575

3

M

Revision Of The Articles Of Incorporation

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Chunghwa Telecom Co. Ltd.

17133Q403

Taiwan

6/19/2009

4/17/2009

Annual

278575

4

M

Proposed Conversion Of The Capital Surplus Into Capital Stock Ofthe Company And Issuance Of New Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Chunghwa Telecom Co. Ltd.

17133Q403

Taiwan

6/19/2009

4/17/2009

Annual

278575

5

M

Proposed Capital Deduction And Issuance Of Cash Dividends

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Chunghwa Telecom Co. Ltd.

17133Q403

Taiwan

6/19/2009

4/17/2009

Annual

278575

6

M

Revision Of The Procedures For Acquisition Or Disposal Of Assets

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Chunghwa Telecom Co. Ltd.

17133Q403

Taiwan

6/19/2009

4/17/2009

Annual

278575

7

M

Revision Of The Procedures For Lending Of Capital To Others

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Chunghwa Telecom Co. Ltd.

17133Q403

Taiwan

6/19/2009

4/17/2009

Annual

278575

8

M

Revision Of The Procedures For Endorsements And Guarantees

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.93

M

Approve Related-Party Transactions with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.94

M

Approve Related-Party Transactions with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.95

M

Approve Related-Party Transactions with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.96

M

Approve Related-Party Transactions with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.97

M

Approve Related-Party Transactions with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.98

M

Approve Related-Party Transactions with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.99

M

Approve Related-Party Transactions with OAO Gazprom Promgaz Re: Agreement on Research Work for OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.1

M

Approve Related-Party Transactions with OAO Gazprom Promgaz and OAO Gazavtomatika Re: Agreements on Implementation of Programs for Scientific and Technical Cooperation

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7.101

M

Approve Related-Party Transactions Re: Agreement on Using OAO Gazprom's Trademarks

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.1

M

Elect Andrey Akimov as Director

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.2

M

Elect Aleksandr Ananenkov as Director

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.3

M

Elect Burckhard Bergmann as Director

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.4

M

Elect Farit Gazizullin as Director

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.5

M

Elect Vladimir Gusakov as Director

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.6

M

Elect Viktor Zubkov as Director

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.7

M

Elect Yelena Karpel as Director

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.8

M

Elect Aleksey Makarov as Director

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.9

M

Elect Aleksey Miller as Director

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.1

M

Elect Valery Musin as Director

None

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.11

M

Elect Elvira Nabiullina as Director

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.12

M

Elect Viktor Nikolayev as Director

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.13

M

Elect Yury Petrov as Director

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.14

M

Elect Mikhail Sereda as Director

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.15

M

Elect Robert Foresman as Director

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.16

M

Elect Vladimir Fortov as Director

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.17

M

Elect Sergey Shmatko as Director

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8.18

M

Elect Igor Yusufov as Director

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

9.1

M

Elect Dmitry Arkhipov as Member of Audit Commission

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

9.2

M

Elect Vadim Bikulov as Member of Audit Commission

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

9.3

M

Elect Rafael Ishutin as Member of Audit Commission

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

9.4

M

Elect Andrey Kobzev as Member of Audit Commission

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

9.5

M

Elect Nina Lobanova as Member of Audit Commission

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

9.6

M

Elect Svetlana Mikhaylova as Member of Audit Commission

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

9.7

M

Elect Yury Nosov as Member of Audit Commission

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

9.8

M

Elect Sergey Ozerov as Member of Audit Commission

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

9.9

M

Elect Mariya Tikhonova as Member of Audit Commission

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

9.1

M

Elect Olga Tulinova as Member of Audit Commission

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

9.11

M

Elect Yury Shubin as Member of Audit Commission

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

1

M

Approve The Annual Report Of Oao Gazprom For 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

2

M

Approve The Annual Accounting Statements, Including The Profit and Loss Report Of The Company Based On The Results Of 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

3

M

Approve The Distribution Of Profit Of The Company Based On The Results Of 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

4

M

Approve The Amount Of, Time For And Form Of Payment Of Annual Dividends On The Company's Shares That Have Been Proposed By The Board Of Directors Of The Company

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

5

M

Approve Closed Joint Stock Company PricewaterhouseCoopers Audit as The Company's External Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

6

M

Pay Remuneration To Members Of The Board Of Directors And Audit Commission Of The Company In The Amounts Recommended By The Board Of Directors Of The Company

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

7

M

Approve Related-Party Transaction

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

8

M

Approve Related-Party Transaction

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

9

M

Approve Related-Party Transaction

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

10

M

Elect Arkhipov Dmitry Alexandrovich To The Audit Commission of OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

11

M

Elect Bikulov Vadim Kasymovich To The Audit Commission of OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

12

M

Elect Ishutin Rafael Vladimirovich To The Audit Commission of OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

13

M

Elect Kobzev Andrey Nikolaevich To The Audit Commission of OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

14

M

Elect Lobanova Nina Vladislavovna To The Audit Commission of OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

15

M

Elect Mikhailova Svetlana Sergeevna To The Audit Commission of OAO Gazprom

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

16

M

Elect Nosov Yury Stanislavovich To The Audit Commission of OAO Gazprom

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

17

M

Elect Ozerov Sergey Mikhailovich To The Audit Commission of OAO Gazprom

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

18

M

Elect Tikhonova Mariya Gennadievna To The Audit Commission of OAO Gazprom

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

19

M

Elect Tulinova Olga Alexandrovna To The Audit Commission of OAO Gazprom

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Gazprom OAO

368287207

Russia

6/26/2009

5/8/2009

Annual

94000

20

M

Elect Shubin Yury Ivanovich To The Audit Commission of OAO Gazprom

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

2

M

Re-elect Sir John Bond as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

3

M

Re-elect John Buchanan as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

4

M

Re-elect Vittorio Colao as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

5

M

Re-elect Andy Halford as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

6

M

Re-elect Alan Jebson as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

7

M

Re-elect Nick Land as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

8

M

Re-elect Anne Lauvergeon as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

9

M

Re-elect Simon Murray as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

10

M

Re-elect Luc Vandevelde as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

11

M

Re-elect Anthony Watson as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

12

M

Re-elect Philip Yea as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

13

M

Approve Final Dividend of 5.02 Pence Per Ordinary Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

14

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

15

M

Reappoint Deloitte & Touche LLP as Auditors of the Company

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

16

M

Authorise the Audit Committee to Fix Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

17

M

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 1,100,000,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

18

M

Subject to the Passing of Resolution 17, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 300,000,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

19

M

Authorise 5,300,000,000 Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

20

M

Authorise the Company and its Subsidiaries to Make EU Political Donations to Political Parties, and/or Independent Election Candidates, to Political Organisations Other Than Political Parties and Incur EU Political Expenditure up to GBP 100,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

21

M

Amend Articles of Association

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vodafone Group plc

G93882135

United Kingdom

7/29/2008

Annual

4877865

22

M

Approve Vodafone Group 2008 Sharesave Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

1

M

Receive Supervisory Board Report, Corporate Governance Report, Remuneration Report, and Compliance Report for Fiscal 2007/2008 (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

2

M

Receive Financial Statements and Statutory Reports for Fiscal 2007/2008 (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

3

M

Approve Allocation of Income and Dividends of EUR 1.60 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

4.1

M

Postpone Discharge of Former Management Board Member Rudi Lamprecht for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

4.2

M

Postpone Discharge of Former Management Board Member Juergen Radomski for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

4.3

M

Postpone Discharge of Former Management Board Member Uriel Sharef for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

4.4

M

Postpone Discharge of Former Management Board Member Klaus Wucherer for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

4.5

M

Approve Discharge of Management Board Member Peter Loescher for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

4.6

M

Approve Discharge of Management Board Member Wolfgang Dehen for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

4.7

M

Approve Discharge of Management Board Member Heinrich Hiesinger for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

4.8

M

Approve Discharge of Management Board Member Joe Kaeser for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

4.9

M

Approve Discharge of Former Management Board Member Eduardo Montes for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

4.1

M

Approve Discharge of Former Management Board Member Jim Reid-Anderson for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

4.11

M

Approve Discharge of Former Management Board Member Erich R. Reinhardt for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

4.12

M

Approve Discharge of Management Board Member Hermann Requardt for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

4.13

M

Approve Discharge of Management Board Member Siegfried Russwurm for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

4.14

M

Approve Discharge of Management Board Member Peter Y. Solmssen for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.1

M

Approve Discharge of Supervisory Board Member Gerhard Cromme for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.2

M

Approve Discharge of Supervisory Board Member Ralf Heckmann for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.3

M

Approve Discharge of Supervisory Board Member Josef Ackermann for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.4

M

Approve Discharge of Supervisory Board Member Lothar Adler for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.5

M

Approve Discharge of Supervisory Board Member Jean-Louis Beffa for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.6

M

Approve Discharge of Former Supervisory Board Member Gerhard Bieletzki for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.7

M

Approve Discharge of Supervisory Board Member Gerd von Brandenstein for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.8

M

Approve Discharge of Former Supervisory Board Member John David Coombe for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.9

M

Approve Discharge of Former Supervisory Board Member Hildegard Cornudet for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.1

M

Approve Discharge of Supervisory Board Member Michael Diekmann for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.11

M

Approve Discharge of Supervisory Board Member Hans Michael Gaul for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.12

M

Approve Discharge of Former Supervisory Board Member Birgit Grube for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.13

M

Approve Discharge of Supervisory Board Member Peter Gruss for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.14

M

Approve Discharge of Supervisory Board Member Bettina Haller for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.15

M

Approve Discharge of Supervisory Board Member Heinz Hawreliuk for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.16

M

Approve Discharge of Supervisory Board Member Berthold Huber for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.17

M

Approve Discharge of Supervisory Board Member Harald Kern for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.18

M

Approve Discharge of Former Supervisory Board Member Walter Kroell for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.19

M

Approve Discharge of Supervisory Board Member Nicola Leibinger-Kammueller for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.2

M

Approve Discharge of Former Supervisory Board Member Michael Mirow for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.21

M

Approve Discharge of Supervisory Board Member Werner Moenius for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.22

M

Approve Discharge of Former Supervisory Board Member Roland Motzigemba for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.23

M

Approve Discharge of Former Supervisory Board Member Thomas Rackow for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.24

M

Approve Discharge of Supervisory Board Member Hakan Samuelsson for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.25

M

Approve Discharge of Supervisory Board Member Dieter Scheitor for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.26

M

Approve Discharge of Former Supervisory Board Member Albrecht Schmidt for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.27

M

Approve Discharge of Supervisory Board Member Henning Schulte-Noelle for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.28

M

Approve Discharge of Supervisory Board Member Rainer Sieg for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.29

M

Approve Discharge of Former Supervisory Board Member Peter von Siemens for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.3

M

Approve Discharge of Former Supervisory Board Member Jerry I. Speyer for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.31

M

Approve Discharge of Supervisory Board Member Birgit Steinborn for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

5.32

M

Approve Discharge of Supervisory Board Member Iain Vallance of Tummel for Fiscal 2007/2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

6

M

Ratify Ernst & Young AG as Auditors for Fiscal 2008/2009

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

7

M

Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

8

M

Authorize Use of Financial Derivatives of up to 5 Percent of Issued Share Capital When Repurchasing Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

9

M

Approve Creation of EUR 520.8 Million Pool of Capital without Preemptive Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

10

M

Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 15 Billion; Approve Creation of EUR 600 Million Pool of Capital to Guarantee Conversion Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

11

M

Approve Remuneration of Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Siemens AG

D69671218

Germany

1/27/2009

Annual

84600

12

M

Amend Articles Re: Decision Making of General Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

1a

M

Receive Supervisory Board, Corporate Governance, and Remuneration Reports for Fiscal 2008 (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

1b

M

Receive Financial Statements and Statutory Reports for Fiscal 2008 (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

2

M

Approve Allocation of Income and Dividends of EUR 5.50 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

3

M

Approve Discharge of Management Board for Fiscal 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

4

M

Approve Discharge of Supervisory Board for Fiscal 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

5

M

Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

6

M

Authorize Use of Financial Derivatives when Repurchasing Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

7.1

M

Elect Peter Gruss to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

7.2

M

Elect Henning Kagermann to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

7.3

M

Elect Peter Loescher to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

7.4

M

Elect Wolfgang Mayrhuber to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

7.5

M

Elect Karel Van Miert to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

7.6

M

Elect Bernd Pischetsrieder to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

7.7

M

Elect Anton van Rossum to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

7.8

M

Elect Hans-Juergen Schinzler to the Supervisory Board

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

7.9

M

Elect Ron Sommer to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

7.1

M

Elect Thomas Wellauer to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

8

M

Approve Creation of EUR 280 Million Pool of Capital without Preemptive Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

9

M

Amend Articles Re: Entry in the Shareholders? Register and Registration for the General Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

10

M

Amend Articles Re: Electronic Participation in the General Meeting and Postal Vote due to New German Legislation (Law on Transposition of EU Shareholders' Rights Directive)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Muenchener Rueckversicherungs-Gesellschaft AG

D55535104

Germany

4/22/2009

Annual

40980

11

M

Amend Articles Re: Election of Chairman and Deputy Chairman and Decision-Making of Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

1

M

Receive Financial Statements and Statutory Reports for Fiscal 2008 (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

2

M

Approve Allocation of Income and Dividends of EUR 0.30 per Share Common Share and EUR 0.32 per Preference Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

3

M

Approve Discharge of Management Board for Fiscal 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

4

M

Approve Discharge of Supervisory Board for Fiscal 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

5

M

Ratify KPMG AG as Auditors for Fiscal 2009

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

6.1

M

Reelect Franz Haniel to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

6.2

M

Reelect Susanne Klatten to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

6.3

M

Elect Robert Lane to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

6.4

M

Reelect Wolfgang Mayrhuber to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

6.5

M

Reelect Joachim Milberg to the Supervisory Board

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

6.6

M

Reelect Stefan Quandt to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

6.7

M

Elect Juergen Strube to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

7

M

Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

8

M

Amend Articles Re: Audio and Video Transmission of Annual Meeting due to New German Legislation (Law on Transposition of EU Shareholders' Rights Directive)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

9

M

Amend Articles Re: Voting Procedures for Supervisory Board Meetings; Adopt D & O Insurance for Supervisory Board Members

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BMW Group Bayerische Motoren Werke AG

D12096109

Germany

5/14/2009

4/23/2009

Annual

105160

10

M

Approve Creation of EUR 5 Million Pool of Capital without Preemptive Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Celesio AG (formerly Gehe AG)

D1497R112

Germany

5/8/2009

Annual

65460

1

M

Receive Financial Statements and Statutory Reports for Fiscal 2008 (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Celesio AG (formerly Gehe AG)

D1497R112

Germany

5/8/2009

Annual

65460

2

M

Approve Allocation of Income and Dividends of EUR 0.48 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Celesio AG (formerly Gehe AG)

D1497R112

Germany

5/8/2009

Annual

65460

3

M

Approve Discharge of Management Board for Fiscal 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Celesio AG (formerly Gehe AG)

D1497R112

Germany

5/8/2009

Annual

65460

4

M

Approve Discharge of Supervisory Board for Fiscal 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Celesio AG (formerly Gehe AG)

D1497R112

Germany

5/8/2009

Annual

65460

5

M

Ratify Ernst & Young AG as Auditors for Fiscal 2009

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Celesio AG (formerly Gehe AG)

D1497R112

Germany

5/8/2009

Annual

65460

6

M

Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Celesio AG (formerly Gehe AG)

D1497R112

Germany

5/8/2009

Annual

65460

7

M

Approve Creation of EUR 65.3 Million Pool of Capital without Preemptive Rights

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Celesio AG (formerly Gehe AG)

D1497R112

Germany

5/8/2009

Annual

65460

8

M

Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million; Approve Creation of EUR 21.8 Million Pool of Capital to Guarantee Conversion Rights

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Celesio AG (formerly Gehe AG)

D1497R112

Germany

5/8/2009

Annual

65460

9

M

Elect W. M. Henning Rehder to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SAP AG

D66992104

Germany

5/19/2009

4/28/2009

Annual

136110

1

M

Receive Financial Statements and Statutory Reports for Fiscal 2008 (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

SAP AG

D66992104

Germany

5/19/2009

4/28/2009

Annual

136110

2

M

Approve Allocation of Income and Dividends of EUR 0.50 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SAP AG

D66992104

Germany

5/19/2009

4/28/2009

Annual

136110

3

M

Approve Discharge of Management Board for Fiscal 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SAP AG

D66992104

Germany

5/19/2009

4/28/2009

Annual

136110

4

M

Approve Discharge of Supervisory Board for Fiscal 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SAP AG

D66992104

Germany

5/19/2009

4/28/2009

Annual

136110

5

M

Ratify KPMG AG as Auditors for Fiscal 2009

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SAP AG

D66992104

Germany

5/19/2009

4/28/2009

Annual

136110

6

M

Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SAP AG

D66992104

Germany

5/19/2009

4/28/2009

Annual

136110

7

M

Amend Articles Re: Electronic Proxy Authorization due to New German Legislation (Law on Transposition of EU Shareholders' Rights Directive)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Singapore Telecommunications Ltd.

Y79985209

Singapore

7/25/2008

Annual

2447000

1

M

Adopt Financial Statements and Directors' and Auditors' Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Singapore Telecommunications Ltd.

Y79985209

Singapore

7/25/2008

Annual

2447000

2

M

Declare Final Dividend of SGD 0.069 Per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Singapore Telecommunications Ltd.

Y79985209

Singapore

7/25/2008

Annual

2447000

3

M

Reelect Graham John Bradley as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Singapore Telecommunications Ltd.

Y79985209

Singapore

7/25/2008

Annual

2447000

4

M

Reelect Chumpol NaLamlieng as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Singapore Telecommunications Ltd.

Y79985209

Singapore

7/25/2008

Annual

2447000

5

M

Reelect Nicky Tan Ng Kuang as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Singapore Telecommunications Ltd.

Y79985209

Singapore

7/25/2008

Annual

2447000

6

M

Reelect Dominic Chiu Fai Ho as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Singapore Telecommunications Ltd.

Y79985209

Singapore

7/25/2008

Annual

2447000

7

M

Approve Directors' Fees of SGD 2.3 Million for the Year Ending March 31, 2009 (2008: SGD 2.3 Million)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Singapore Telecommunications Ltd.

Y79985209

Singapore

7/25/2008

Annual

2447000

8

M

Reappoint Auditors and Authorize Board to Fix Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Singapore Telecommunications Ltd.

Y79985209

Singapore

7/25/2008

Annual

2447000

9

M

Approve Issuance of Shares without Preemptive Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Singapore Telecommunications Ltd.

Y79985209

Singapore

7/25/2008

Annual

2447000

10

M

Approve Issuance of Shares and Grant Options Pursuant to the Singapore Telecom Share Option Scheme 1999

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Singapore Telecommunications Ltd.

Y79985209

Singapore

7/25/2008

Annual

2447000

11

M

Approve Issuance of Shares and Grant Awards Pursuant to the Singtel Performance Share Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Singapore Telecommunications Ltd.

Y79985209

Singapore

7/25/2008

Special

2447000

1

M

Authorize Share Repurchase Program

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Singapore Telecommunications Ltd.

Y79985209

Singapore

7/25/2008

Special

2447000

2

M

Approve Participation by the Relevant Person in the SingTel Performance Share Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Singapore Telecommunications Ltd.

Y79985209

Singapore

7/25/2008

Special

2447000

3

M

Amend Articles of Association

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

10/2/2008

Special

185475

1.1

M

Elect Sally Bott as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

10/2/2008

Special

185475

1.2

M

Elect Rainer-Marc Frey as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

10/2/2008

Special

185475

1.3

M

Elect Bruno Gehrig as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

10/2/2008

Special

185475

1.4

M

Elect William G. Parrett as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

10/2/2008

Special

185475

2

M

Amend Articles Re: New Governance Structure

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

1a

M

Reelect Wang Xiaochu as Director and Authorize Board to Fix His Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

1b

M

Elect Shang Bing as Director and Authorize Board to Fix His Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

1c

M

Reelect Wu Andi as Director and Authorize Board to Fix Her Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

1d

M

Reelect Zhang Jiping as Director and Authorize Board to Fix His Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

1e

M

Reelect Zhang Chenshuang as Director and Authorize Board to Fix His Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

1f

M

Elect Yang Xiaowei as Director and Authorize Board to Fix His Remuneration

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

1g

M

Reelect Yang Jie as Director and Authorize Board to Fix His Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

1h

M

Reelect Sun Kangmin as Director and Authorize Board to Fix His Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

1i

M

Reelect Li Jinming as Director and Authorize Board to Fix His Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

1j

M

Elect Wu Jichuan as an Independent Director and Authorize Board to Fix His Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

1k

M

Elect Qin Xiao as an Independent Director and Authorize Board to Fix His Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

1l

M

Reelect Tse Hau Yin, Aloysius as an Independent Director and Authorize Board to Fix His Remuneration

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

1m

M

Elect Cha May Lung, Laura as an Independent Director and Authorize Board to Fix Her Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

1n

M

Reelect Xu Erming as an Independent Director and Authorize Board to Fix His Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

2a

M

Reelect Xiao Jinxue as Supervisor and Authorize Supervisory Committee to Fix His Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

2b

M

Reelect Xu Cailiao as Supervisor and Authorize Supervisory Committee to Fix His Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

2c

M

Elect Han Fang as Supervisor and Authorize Supervisory Committee to Fix Her Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

2d

M

Reelect Zhu Lihao as Supervisor and Authorize Supervisory Committee to Fix Her Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

3a

M

Approve Issuance of Debentures Denominated in Local or Foreign Currencies with a Maximum Outstanding Repayment Amount of RMB 80 Billion (General Mandate)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

3b

M

Authorize Board to Determine the Specific Terms and Conditions of as Well as Do All Such Acts Necessary and Incidental to the Issue of Debentures Under the General Mandate

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

4a

M

Approve Issuance of Company Bonds with an Aggregate Principal Amount of Up to RMB 50 Billion

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/5/2008

8/5/2008

Special

3620000

4b

M

Authorize Board to Determine the Specific Terms and Conditions of as Well as Do All Such Acts Necessary and Incidental to the Issue of the Company Bonds

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Novartis AG

H5820Q150

Switzerland

2/24/2009

Annual

126160

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Novartis AG

H5820Q150

Switzerland

2/24/2009

Annual

126160

2

M

Approve Discharge of Board and Senior Management

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Novartis AG

H5820Q150

Switzerland

2/24/2009

Annual

126160

3

M

Approve Allocation of Income and Dividends of CHF 2 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Novartis AG

H5820Q150

Switzerland

2/24/2009

Annual

126160

4

M

Approve CHF 3 Million Reduction in Share Capital via Cancellation of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Novartis AG

H5820Q150

Switzerland

2/24/2009

Annual

126160

5.1

S

Amend Articles Re: Require Annual Advisory Vote on Remuneration Report, incl. Disclosure of Compensation Amount Paid to Board of Directors and Executive Management

Against

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Novartis AG

H5820Q150

Switzerland

2/24/2009

Annual

126160

5.2

M

Amend Corporate Purpose Re: Sustainability

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Novartis AG

H5820Q150

Switzerland

2/24/2009

Annual

126160

5.3

M

Amend Articles Re: Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Novartis AG

H5820Q150

Switzerland

2/24/2009

Annual

126160

6.1

M

Retirement of Peter Burckhardt and William George as Directors (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Novartis AG

H5820Q150

Switzerland

2/24/2009

Annual

126160

6.2.1

M

Reelect Srikant Datar as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Novartis AG

H5820Q150

Switzerland

2/24/2009

Annual

126160

6.2.2

M

Reelect Andreas von Planta as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Novartis AG

H5820Q150

Switzerland

2/24/2009

Annual

126160

6.2.3

M

Reelect Wendelin Wiedeking as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Novartis AG

H5820Q150

Switzerland

2/24/2009

Annual

126160

6.2.4

M

Reelect Rolf Zinkernagel as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Novartis AG

H5820Q150

Switzerland

2/24/2009

Annual

126160

6.3

M

Elect William Brody as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Novartis AG

H5820Q150

Switzerland

2/24/2009

Annual

126160

7

M

Ratify PricewaterhouseCoopers AG as Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

1.1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

1.2

M

Approve 2009 Compensation Model

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

2

M

Approve Carrying Forward of Net Loss

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

3.1.1

M

Reelect Peter Voser as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

3.1.2

M

Reelect David Sidwell as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

3.1.3

M

Reelect Sally Bott as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

3.1.4

M

Reelect Rainer-Marc Frey as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

3.1.5

M

Reelect Bruno Gehrig as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

3.1.6

M

Reelect William Parrett as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

3.2.1

M

Elect Kaspar Villiger as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

3.2.2

M

Elect Michel Demare as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

3.2.3

M

Elect Ann Goodbehere as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

3.2.4

M

Elect Axel Lehmann as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

3.3

M

Ratify Ernst & Young Ltd. as Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

3.4

M

Ratify BDO Visura as Special Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

4

M

Approve Issuance of Warrants without Preemptive Rights; Approve Creation of CHF 10 Million Pool of Capital to Guarantee Conversion Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

4/15/2009

Annual

185475

5

M

Approve Creation of CHF 29.3 Million Pool of Capital without Preemptive Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

2

M

Approve Final Dividend of 9.6 Pence Per Ordinary Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

3

M

Elect Andrew Griffith as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

4

M

Elect Daniel Rimer as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

5

M

Re-elect David Evans as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

6

M

Re-elect Allan Leighton as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

7

M

Re-elect James Murdoch as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

8

M

Re-elect Lord Wilson of Dinton as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

9

M

Re-elect David DeVoe as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

10

M

Re-elect Arthur Siskind as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

11

M

Reappoint Deloitte & Touche LLP as Auditors and Authorise the Board to Determine Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

12

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

13

M

Auth. Company and its Subsidiaries to Make EU Political Donations to Political Parties or Independent Election Candidates up to GBP 0.1M, to Political Org. Other Than Political Parties up to GBP 0.1M and Incur EU Political Expenditure up to GBP 0.1M

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

14

M

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 289,000,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

15

M

Subject to the Passing of Resolution 14, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 43,500,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

16

M

Approve Increase in Remuneration of Non-Executive Directors to GBP 1,500,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

17

M

Adopt New Articles of Association

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

British Sky Broadcasting Group plc

G15632105

United Kingdom

9/26/2008

Annual

737920

18

M

Approve British Sky Broadcasting Group 2008 Long-Term Incentive Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/16/2008

8/5/2008

Special

3620000

1

M

Approve Telecom CDMA Lease and Related Annual Caps

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/16/2008

8/5/2008

Special

3620000

2

M

Approve Interconnection Settlement Supplemental Agreement

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/16/2008

8/5/2008

Special

3620000

3

M

Approve Engineering Framework Supplemental Agreement and Related Annual Cap

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/16/2008

8/5/2008

Special

3620000

4

M

Approve Ancillary Telecommunications Services Framework Supplemental Agreement and the Revised Annual Cap and Proposed Annual Cap

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

9/16/2008

8/5/2008

Special

3620000

5

M

Amend Articles Re: Business Scope of the Company

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Deutsche Post AG

D19225107

Germany

4/21/2009

Annual

380230

1

M

Receive Financial Statements and Statutory Reports for Fiscal 2008 (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Deutsche Post AG

D19225107

Germany

4/21/2009

Annual

380230

2

M

Approve Allocation of Income and Dividends of EUR 0.60 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Deutsche Post AG

D19225107

Germany

4/21/2009

Annual

380230

3

M

Approve Discharge of Management Board for Fiscal 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Deutsche Post AG

D19225107

Germany

4/21/2009

Annual

380230

4

M

Approve Discharge of Supervisory Board for Fiscal 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Deutsche Post AG

D19225107

Germany

4/21/2009

Annual

380230

5

M

Ratify PricewaterhouseCoopers AG as Auditors for Fiscal 2009

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Deutsche Post AG

D19225107

Germany

4/21/2009

Annual

380230

6

M

Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Deutsche Post AG

D19225107

Germany

4/21/2009

Annual

380230

7

M

Authorize Use of Financial Derivatives when Repurchasing Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Deutsche Post AG

D19225107

Germany

4/21/2009

Annual

380230

8

M

Approve Creation of EUR 240 Million Pool of Capital without Preemptive Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Deutsche Post AG

D19225107

Germany

4/21/2009

Annual

380230

9a

M

Elect Ulrich Schroeder to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Deutsche Post AG

D19225107

Germany

4/21/2009

Annual

380230

9b

M

Elect Henning Kagermann to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Deutsche Post AG

D19225107

Germany

4/21/2009

Annual

380230

9c

M

Elect Stefan Schulte to the Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Deutsche Post AG

D19225107

Germany

4/21/2009

Annual

380230

10

M

Amend Articles Re: Proxy Voting and Location of General Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

1

M

Open Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

2

M

Calling the Meeting to Order

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

3

M

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

4

M

Acknowledge Proper Convening of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

5

M

Prepare and Approve List of Shareholders

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

6

M

Receive Financial Statements and Statutory Reports; Receive Auditor's Report; Receive CEO's Review

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

7

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

8

M

Approve Allocation of Income and Dividends of EUR 0.40 Per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

9

M

Approve Discharge of Board and President

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

10

M

Approve Remuneration of Directors in the Amount of EUR 175,000 for Chairman, EUR 120,000 for Vice Chairman, and EUR 95,000 for Other Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

11

M

Fix Number of Directors at 9

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

12

M

Reelect Matti Alahuhta, Berndt Brunow, Karl Grotenfelt, Georg Holzhey, Wendy Lane, Jussi Pesonen, Ursula Ranin, Veli-Matti Reinikkala and BjornWahlroos as Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

13

M

Approve Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

14

M

Ratify PricewaterhouseCoopers Oy as Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

15

M

Amend Articles Regarding Notification to General Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

16

M

Authorize Repurchase of up to 51 Million Issued Sharesl

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Upm-Kymmene Oy (Formerly Kymmene Corp.)

X9518S108

Finland

3/25/2009

3/13/2009

Annual

286300

17

M

Close Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

1

M

Approve Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

2

M

Accept Consolidated Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

3

M

Approve Allocation of Income and Dividends of EUR 0.40 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

4

M

Approve Auditors' Special Report Regarding Related-Party Transactions

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

5

M

Reelect Jacques de Chateauvieux as Supervisory Board Member

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

6

M

Reelect Anthony Hamilton as Supervisory Board Member

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

7

M

Reelect Michel Pebereau as Supervisory Board Member

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

8

M

Reelect Dominique Reiniche as Supervisory Board Member

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

9

M

Elect Ramon de Oliveira as Supervisory Board Member

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

10

M

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

11

M

Authorize Capitalization of Reserves of Up to EUR 1 Billion for Bonus Issue or Increase in Par Value

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

12

M

Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

13

M

Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 1 Billion

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

14

M

Authorize Board to Set Issue Price for 10 Percent of Issued Capital Pursuant to Issue Authority without Preemptive Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

15

M

Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Items 12 to 14 and 16 to 18

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

16

M

Authorize Capital Increase of Up to EUR 1 Billion for Future Exchange Offers

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

17

M

Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Acquisitions

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

18

M

Authorize Issuance of Equity upon Conversion of a Subsidiary's Equity-Linked Securities for Up to EUR 1 Billion

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

19

M

Approve Issuance of Securities Convertible into Debt

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

20

M

Approve Employee Stock Purchase Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

21

M

Approve Stock Purchase Plan Reserved for Employees of International Subsidiaries

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

22

M

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

23

M

Authorize Issuance of Preferred Stock in Favor of Axa Assurances IARD Mutuelle and Axa Assurances Vie Mutuelle for up to Aggregate Nominal Amount of EUR 1 Billion

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

24

M

Authorize Issuance of Preferred Stock with Preemptive Rights for up to Aggregate Nominal Amount of EUR 1 Billion

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

25

M

Authorize Issuance of Preferred Stock without Preemptive Rights for up to Aggregate Nominal Amount of EUR 1 Billion

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

26

M

Adopt New Articles of Association, Pursuant to Items 23 through 25

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Axa

F06106102

France

4/30/2009

4/27/2009

Annual/Special

346623

27

M

Authorize Filing of Required Documents/Other Formalities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

1

M

Elect Michael Treschow as Chairman of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

2

M

Prepare and Approve List of Shareholders

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

3

M

Approve Agenda of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

4

M

Acknowledge Proper Convening of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

5

M

Designate Inspector(s) of Minutes of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

6

M

Receive Financial Statements and Statutory Reports; Receive Auditors' Report

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

7

M

Receive President's Report; Allow Questions

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

8a

M

Approve Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

8b

M

Approve Discharge of Board and President

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

8c

M

Approve Allocation of Income and Dividends of SEK 1.85 per Share; Approve April 27, 2009 as Record Date for Dividend

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

9a

M

Determine Number of Members (10) and Deputy Members (0) of Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

9b

M

Approve Remuneration of Directors in the Amount of SEK 3.8 Million for Chairman and SEK 750,000 for Other Directors (Including Possibility to Receive Part of Remuneration in Phantom Shares); Approve Remuneration of Committee Members

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

9c

M

Reelect Michael Treschow (Chairman), Roxanne Austin, Peter Bonfield, Boerje Ekholm, Ulf Johansson, Sverker Martin-Loef, Nancy McKinstry, Anders Nyren, Carl-Henric Svanberg, and Marcus Wallenberg as Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

9d

M

Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders by Voting Power to Serve on Nominating Committee; Approve the Assignment of the Nomination Committee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

9e

M

Approve Omission of Remuneration to Nominating Committee Members

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

9f

M

Approve Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

10

M

Approve Remuneration Policy And Other Terms of Employment For Executive Management

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

11.1

M

Approve 2009 Share Matching Plan for All Employees

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

11.2

M

Authorize Reissuance of 13.9 Million Repurchased Class B Shares for 2009 Share Matching Plan for All Employees

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

11.3

M

Approve Swap Agreement with Third Party as Alternative to Item 11.2

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

11.4

M

Approve 2009 Share Matching Plan for Key Contributors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

11.5

M

Authorize Reissuance of 8.5 Million Repurchased Class B Shares for 2009 Share Matching Plan for Key Contributors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

11.6

M

Approve Swap Agreement with Third Party as Alternative to Item 11.5

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

11.7

M

Approve 2009 Restricted Stock Plan for Executives

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

11.8

M

Authorize Reissuance of 4.6 Million Repurchased Class B Shares for 2009 Restricted Stock Plan for Executives

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

11.9

M

Approve Swap Agreement with Third Party as Alternative to Item 11.8

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

12

M

Authorize Reissuance of 11 Million Repurchased Class B Shares to Cover Social Costs in Connection with 2001 Global Stock Incentive Program, and 2005, 2006, 2007, and 2008 Long-Term Incentive and Variable Compensation Plans

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

13

M

Amend Articles Regarding Publication of Meeting Notice

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

14

S

Authorize the Board of Directors to Explore How to Provide All Shares with Equal Voting Rights

None

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Ericsson (Telefonaktiebolaget L M Ericsson)

W26049119

Sweden

4/22/2009

4/16/2009

Annual

448302

15

M

Close Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

1

M

Open Meeting and Receive Announcements

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

2a

M

Receive Report of Management Board (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

2b

M

Receive Report of Supervisory Board (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

2c

M

Approve Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

3a

M

Receive Explanation on Company's Reserves and Dividend Policy

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

3b

M

Approve Dividends of EUR 0.74 Per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

4

M

Discuss Remuneration Report

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

5

M

Discussion on Company's Corporate Governance Structure

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

6

M

Receive Explanation on Company's Corporate Responsibility Performance

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

7a

M

Approve Discharge of Management Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

7b

M

Approve Discharge of Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

8a

M

Elect Jan Hommen to Executive Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

8b

M

Elect Patrick Flynn

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

9a

M

Reelect Godfried van der Lugt to Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

9b

M

Elect Tineke Bahlmann to Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

9c

M

Elect Jeroen van der Veer to Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

9d

M

Elect Lodewijk de Waal to Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

10

M

Grant Board Authority to Issue Shares and Restricting/Excluding Preemptive Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

11

M

Authorize Repurchase of Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

ING Groep NV

N4578E413

Netherlands

4/27/2009

3/30/2009

Annual

807914

12

M

Any Other Businesss and Close Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

1

M

President's Speech

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

2a

M

Approve Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

2b

M

Receive Explanation on Company's Reserves and Dividend Policy

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

2c

M

Approve Dividends of EUR 0.70 Per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

2d

M

Approve Discharge of Management Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

2e

M

Approve Discharge of Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

3

M

Reelect P-J. Sivignon to Management Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

4a

M

Elect J.J. Schiro to Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

4b

M

Elect J. van der Veer to Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

4c

M

Elect C.A. Poon to Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

5

M

Amend Long-Term Incentive Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

6a

M

Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

6b

M

Authorize Board to Exclude Preemptive Rights from Issuance under Item 6a

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

7

M

Authorize Repurchase of Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Philips Electronics N.V.

N6817P109

Netherlands

3/27/2009

3/5/2009

Annual

200550

8

M

Other Business (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

11/14/2008

11/12/2008

Special

725770

1

M

Authorize Capital Increase Through the Issuance of up to 973.08 Million Ordinary Shares Reserved to Ordinary and Saving Shareholders; Amend Bylaws Accordingly

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

11/14/2008

11/12/2008

Special

725770

1

M

Authorize Share Repurchase Program and Reissuance of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Randstad Holding NV

N7291Y137

Netherlands

3/31/2009

3/10/2009

Annual

183130

1

M

Open Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Randstad Holding NV

N7291Y137

Netherlands

3/31/2009

3/10/2009

Annual

183130

2

M

Receive Report of Management Board (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Randstad Holding NV

N7291Y137

Netherlands

3/31/2009

3/10/2009

Annual

183130

3a

M

Approve Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Randstad Holding NV

N7291Y137

Netherlands

3/31/2009

3/10/2009

Annual

183130

3b

M

Receive Explanation on Company's Reserves and Dividend Policy

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Randstad Holding NV

N7291Y137

Netherlands

3/31/2009

3/10/2009

Annual

183130

3c

M

Approve Dividends

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Randstad Holding NV

N7291Y137

Netherlands

3/31/2009

3/10/2009

Annual

183130

4a

M

Approve Discharge of Management Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Randstad Holding NV

N7291Y137

Netherlands

3/31/2009

3/10/2009

Annual

183130

4b

M

Approve Discharge of Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Randstad Holding NV

N7291Y137

Netherlands

3/31/2009

3/10/2009

Annual

183130

5

M

Reelect A.H.J. Risseeuw to the Stichting Administratiekantoor Preferente Aandelen Randstad Holding

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Randstad Holding NV

N7291Y137

Netherlands

3/31/2009

3/10/2009

Annual

183130

6a

M

Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Randstad Holding NV

N7291Y137

Netherlands

3/31/2009

3/10/2009

Annual

183130

6b

M

Authorize Board to Exclude Preemptive Rights from Issuance under Item 7a

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Randstad Holding NV

N7291Y137

Netherlands

3/31/2009

3/10/2009

Annual

183130

7

M

Ratify PricewaterhouseCoopers as Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Randstad Holding NV

N7291Y137

Netherlands

3/31/2009

3/10/2009

Annual

183130

8

M

Allow Questions

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Randstad Holding NV

N7291Y137

Netherlands

3/31/2009

3/10/2009

Annual

183130

9

M

Close Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telenor ASA

R21882106

Norway

5/11/2009

Annual

976450

1

M

Approve Notice of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telenor ASA

R21882106

Norway

5/11/2009

Annual

976450

2

M

Designate Inspector of Minutes of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telenor ASA

R21882106

Norway

5/11/2009

Annual

976450

3

M

Approve Financial Statements and Statutory Reports; Approve Allocation of Income

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telenor ASA

R21882106

Norway

5/11/2009

Annual

976450

4

M

Approve Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telenor ASA

R21882106

Norway

5/11/2009

Annual

976450

5

M

Approve Remuneration Policy And Other Terms of Employment For Executive Management

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telenor ASA

R21882106

Norway

5/11/2009

Annual

976450

6

M

Authorize Repurchase of up to 4 Million Issued Shares in Connection with Incentive Programs

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telenor ASA

R21882106

Norway

5/11/2009

Annual

976450

7

M

Elect Members and Deputy Members of Corporate Assembly

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telenor ASA

R21882106

Norway

5/11/2009

Annual

976450

8

M

Elect Members of Nominating Committee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telenor ASA

R21882106

Norway

5/11/2009

Annual

976450

9

M

Amend Articles Re: Set Minimum (5) and Maximum (13) Number of Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telenor ASA

R21882106

Norway

5/11/2009

Annual

976450

10

M

Amend Articles Re: Change Name of Election Committee to Nomination Committee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Swiss Reinsurance (Schweizerische Rueckversicherungs)

H84046137

Switzerland

3/13/2009

Annual

133030

1

M

Accept Financial Statements and Statutory Reports for Fiscal 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Swiss Reinsurance (Schweizerische Rueckversicherungs)

H84046137

Switzerland

3/13/2009

Annual

133030

2

M

Approve Allocation of Income and Dividends of CHF 0.10 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Swiss Reinsurance (Schweizerische Rueckversicherungs)

H84046137

Switzerland

3/13/2009

Annual

133030

3

M

Approve Discharge of Board and Senior Management

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Swiss Reinsurance (Schweizerische Rueckversicherungs)

H84046137

Switzerland

3/13/2009

Annual

133030

4.1

M

Approve Issuance of Convertible Notes without Preemptive Rights; Approve Creation of CHF 16 Million Pool of Capital to Guarantee Conversion Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Swiss Reinsurance (Schweizerische Rueckversicherungs)

H84046137

Switzerland

3/13/2009

Annual

133030

4.2

M

Approve Creation of CHF 18 Million Pool of Capital with Preemptive Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Swiss Reinsurance (Schweizerische Rueckversicherungs)

H84046137

Switzerland

3/13/2009

Annual

133030

5.1.1

M

Reelect Jakob Baer as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Swiss Reinsurance (Schweizerische Rueckversicherungs)

H84046137

Switzerland

3/13/2009

Annual

133030

5.1.2

M

Reelect John Coomber as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Swiss Reinsurance (Schweizerische Rueckversicherungs)

H84046137

Switzerland

3/13/2009

Annual

133030

5.1.3

M

Elect Director

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Swiss Reinsurance (Schweizerische Rueckversicherungs)

H84046137

Switzerland

3/13/2009

Annual

133030

5.2

M

Ratify PricewaterhouseCoopers AG as Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UBS AG

H89231338

Switzerland

11/27/2008

Special

185475

1

M

Approve Issuance of Mandatory Convertible Notes without Preemptive Rights; Approve Creation of CHF 36.5 Million Pool of Capital to Guarantee Conversion Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

11/20/2008

Special

1871419

1

M

Approve Increase in Authorised Ordinary Share Capital by the Creation of an Additional 22,909,776,276 Ordinary Shares of 25 Pence Each; Authorise Issue of Equity with Pre-emptive Rights up to GBP 8,092,121,756 (Placing and Open Offer)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

11/20/2008

Special

1871419

2

M

Subject to the Placing and Open Offer of 22,909,776,276 New Shares in the Company Becoming Unconditional, Approve Waiver on Tender-Bid Requirement

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

1

M

Approve Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

2

M

Approve Consolidated Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

3

M

Approve Allocation of Income and Dividends of EUR 2.28 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

4

M

Approve Special Auditors' Report Presenting Ongoing Related-Party Transactions

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

5

M

Approve Transaction with Thierry Desmarest

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

6

M

Approve Transaction with Christophe de Margerie

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

7

M

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

8

M

Reelect Anne Lauvergeon as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

9

M

Reelect Daniel Bouton as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

10

M

Reelect Bertrand Collomb as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

11

M

Reelect Christophe de Margerie as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

12

M

Reelect Michel Pebereau as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

13

M

Electe Patrick Artus as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

14

M

Amend Article 12 of Bylaws Re: Age Limit for Chairman

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

A

S

Amend Article 19 of Bylaws Re: Disclosure of Individual Stock Plans

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

B

S

Amend Article 11 of Bylaws Re: Nomination of Employees Shareholders Representative to the Board of Directors

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Total SA

F92124100

France

5/15/2009

5/12/2009

Annual/Special

118788

C

S

Approve Restricted Stock Plan to All Employees

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Alstom

F0259M475

France

6/23/2009

6/18/2009

Annual/Special

99890

S

Ordinary Business

Ivy Funds Variable Insurance Portfolios Inc-International Value

Alstom

F0259M475

France

6/23/2009

6/18/2009

Annual/Special

99890

1

M

Approve Financial Statements and Statutory Reports

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Alstom

F0259M475

France

6/23/2009

6/18/2009

Annual/Special

99890

2

M

Accept Consolidated Financial Statements and Statutory Reports

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Alstom

F0259M475

France

6/23/2009

6/18/2009

Annual/Special

99890

3

M

Approve Allocation of Income and Dividends of EUR 1.12 per Share

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Alstom

F0259M475

France

6/23/2009

6/18/2009

Annual/Special

99890

4

M

Approve Special Auditors' Report Regarding Ongoing Related-Party Transaction

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Alstom

F0259M475

France

6/23/2009

6/18/2009

Annual/Special

99890

5

M

Approve Transaction with Patrick Kron

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Alstom

F0259M475

France

6/23/2009

6/18/2009

Annual/Special

99890

6

M

Ratify PricewaterhouseCoopers Audit as Auditor

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Alstom

F0259M475

France

6/23/2009

6/18/2009

Annual/Special

99890

7

M

Ratify Mazars as Auditor

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Alstom

F0259M475

France

6/23/2009

6/18/2009

Annual/Special

99890

8

M

Ratify Yves Nicolas as Alternate Auditor

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Alstom

F0259M475

France

6/23/2009

6/18/2009

Annual/Special

99890

9

M

Ratify Patrick de Cambourg as Alternate Auditor

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Alstom

F0259M475

France

6/23/2009

6/18/2009

Annual/Special

99890

10

M

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Alstom

F0259M475

France

6/23/2009

6/18/2009

Annual/Special

99890

S

Special Business

Ivy Funds Variable Insurance Portfolios Inc-International Value

Alstom

F0259M475

France

6/23/2009

6/18/2009

Annual/Special

99890

11

M

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Alstom

F0259M475

France

6/23/2009

6/18/2009

Annual/Special

99890

12

M

Authorize Filing of Required Documents/Other Formalities

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

1

M

Approve Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

2

M

Accept Consolidated Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

3

M

Approve Allocation of Income and Dividends of EUR 2.20 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

4

M

Ratify Appointment of Chris Viehbacher as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

5

M

Approve Auditors' Special Report Regarding Related-Party Transactions

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

6

M

Approve Transaction with Chris Viehbacher Re: Severance Payments

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

7

M

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

8

M

Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1.3 Billion

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

9

M

Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

10

M

Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Acquisitions

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

11

M

Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

12

M

Authorize Capitalization of Reserves of Up to EUR 500 Million for Bonus Issue or Increase in Par Value

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

13

M

Approve Employee Stock Purchase Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

14

M

Authorize up to 2.5 Percent of Issued Capital for Use in Stock Option Plan

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

15

M

Authorize up to 1.0 Percent of Issued Capital for Use in Restricted Stock Plan

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

16

M

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

17

M

Amend Article 15 of the Bylaws Re: Audit Committee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sanofi Aventis

F5548N101

France

4/17/2009

4/14/2009

Annual/Special

140660

18

M

Authorize Filing of Required Documents/Other Formalities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Infineon Technologies AG

D35415104

Germany

2/12/2009

Annual

1245010

1

M

Receive Financial Statements and Statutory Reports for Fiscal 2007/2008 (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Infineon Technologies AG

D35415104

Germany

2/12/2009

Annual

1245010

2

M

Approve Discharge of Management Board for Fiscal 2007/2008

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Infineon Technologies AG

D35415104

Germany

2/12/2009

Annual

1245010

3

M

Approve Discharge of Supervisory Board for Fiscal 2007/2008

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Infineon Technologies AG

D35415104

Germany

2/12/2009

Annual

1245010

4

M

Ratify KPMG AG as Auditors for Fiscal 2008/2009

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Infineon Technologies AG

D35415104

Germany

2/12/2009

Annual

1245010

5

M

Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Infineon Technologies AG

D35415104

Germany

2/12/2009

Annual

1245010

6

M

Reduction and Amendment of Two Pools of Authorize Capital; Cancellation of a Pool of Authorized Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Infineon Technologies AG

D35415104

Germany

2/12/2009

Annual

1245010

7

M

Approve Creation of EUR 30 Million Pool of Capital without Preemptive Rights

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Infineon Technologies AG

D35415104

Germany

2/12/2009

Annual

1245010

8

M

Approve Creation of EUR 450 Million Pool of Capital without Preemptive Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Infineon Technologies AG

D35415104

Germany

2/12/2009

Annual

1245010

9

M

Approve Stock Option Plan for Key Employees; Approve Creation of EUR 20 Million Pool of Conditional Capital to Guarantee Conversion Rights

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Infineon Technologies AG

D35415104

Germany

2/12/2009

Annual

1245010

10

M

Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion; Approve Creation of EUR 149.9 Million Pool of Capital to Guarantee Conversion Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Infineon Technologies AG

D35415104

Germany

2/12/2009

Annual

1245010

11

M

Amend Articles Re: Composition of the Supervisory Board; Election of Supervisory Board Members; Announcement of the Annual Meeting; Exercise of Voting Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Infineon Technologies AG

D35415104

Germany

2/12/2009

Annual

1245010

12

M

Approve Affiliation Agreements with Subsidiary Infineon Technologies Mantel 19 GmbH

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Infineon Technologies AG

D35415104

Germany

2/12/2009

Annual

1245010

13

M

Approve Affiliation Agreements with Subsidiary Infineon Technologies Dresden GmbH

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telekom Austria AG

A8502A102

Austria

5/20/2009

Annual

212660

1

M

Receive Financial Statements and Statutory Reports (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telekom Austria AG

A8502A102

Austria

5/20/2009

Annual

212660

2

M

Approve Allocation of Income

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telekom Austria AG

A8502A102

Austria

5/20/2009

Annual

212660

3

M

Approve Discharge of Management and Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telekom Austria AG

A8502A102

Austria

5/20/2009

Annual

212660

4

M

Approve Remuneration of Supervisory Board Members

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telekom Austria AG

A8502A102

Austria

5/20/2009

Annual

212660

5

M

Ratify Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telekom Austria AG

A8502A102

Austria

5/20/2009

Annual

212660

6

M

Receive Report on Share Repurchase Program

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telekom Austria AG

A8502A102

Austria

5/20/2009

Annual

212660

7

M

Authorize Share Repurchase Program; Authorize Use of Repurchased Shares for Stock Option Plan, Settlement of Convertible Bonds, Acquisitions, and Other Purposes, Cancellation in an Amount of up to EUR 100.3 Million, or Sale of Shares On- or Off-Market

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telekom Austria AG

A8502A102

Austria

5/20/2009

Annual

212660

8

M

Approve Issuance of Convertible Bonds and/or Bonds with Warrants Attached that Convert into up to 80 Million Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Telekom Austria AG

A8502A102

Austria

5/20/2009

Annual

212660

9

M

Approve Creation of EUR 87.2 Million Pool of Capital without Preemptive Rights to Cover Conversion Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

2

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

3

M

Re-elect Antony Burgmans as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

4

M

Re-elect Cynthia Carroll as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

5

M

Re-elect Sir William Castell as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

6

M

Re-elect Iain Conn as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

7

M

Re-elect George David as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

8

M

Re-elect Erroll Davis, Jr as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

9

M

Elect Robert Dudley as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

10

M

Re-elect Douglas Flint as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

11

M

Re-elect Dr Byron Grote as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

12

M

Re-elect Dr Tony Hayward as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

13

M

Re-elect Andy Inglis as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

14

M

Re-elect Dr DeAnne Julius as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

15

M

Re-elect Sir Tom McKillop as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

16

M

Re-elect Sir Ian Prosser as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

17

M

Re-elect Peter Sutherland as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

18

M

Reappoint Ernst & Young LLP as Auditors and Authorise Board to Fix Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

19

M

Authorise 1,800,000,000 Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

20

M

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 1,561,000,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

21

M

Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 234,000,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

BP plc

G12793108

United Kingdom

4/16/2009

Annual

1189790

22

M

Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HBOS plc

G4364D106

United Kingdom

12/12/2008

Special

226915

1

M

Approve Waiver on Tender-Bid Requirement

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HBOS plc

G4364D106

United Kingdom

12/12/2008

Special

226915

2

M

Increase Share Capital to GBP 7.3B, EUR 3B, USD 5B, AUD 1B, CAD 1B and JPY 100B; Issue Equity with Pre-emptive Rights up to GBP 1.9B in Respect of Ord. Shares (Placing and Open Offer) and GBP 3M in Respect of Preference Shares; Approve the Capital Raising

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HBOS plc

G4364D106

United Kingdom

12/12/2008

Special

226915

3

M

Approve Reclassification of Shares; Amend Articles of Association; Approve Reduction and Subsequent Increase in Capital; Capitalise Reserves to Lloyds TSB or its Nominee; Authorise Issue of Equity with Rights; Authorise Issue of Equity without Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HBOS plc

G4364D106

United Kingdom

12/12/2008

Special

226915

4

M

Reclassify Each of the Preference Scheme Shares of Each Reclassified Class as an A Preference Share or a B Preference Share of that Reclassified Class;Amend Art. of Assoc.;Increase Share Capital;Capitalise Reserves to Lloyds TSB;Issue Equity with Rights

None

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HBOS plc

G4364D106

United Kingdom

12/12/2008

Special

226915

5

M

Reduce Share Capital of the Company by Cancelling the HBOS 9 1/4 Percent Preference Shares (Preference Scheme) or the A and B Preference Shares (to the Extent that HBOS 9 1/4 Percent Preference Shares have been Reclassified into A and B Preference Shares)

None

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HBOS plc

G4364D106

United Kingdom

12/12/2008

Special

226915

6

M

Reduce Share Capital of the Company by Cancelling the HBOS 9 3/4 Percent Preference Shares (Preference Scheme) or the A and B Preference Shares (to the Extent that HBOS 9 3/4 Percent Preference Shares have been Reclassified into A and B Preference Shares)

None

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HBOS plc

G4364D106

United Kingdom

12/12/2008

Special

226915

7

M

Reduce Share Capital by Cancelling the HBOS 6.0884 Percent Preference Shares (Preference Scheme) or the A and B Preference Shares (to the Extent that the HBOS 6.0884 Percent Preference Shares have been Reclassified into A and B Preference Shares)

None

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HBOS plc

G4364D106

United Kingdom

12/12/2008

Special

226915

8

M

Reduce Share Capital of the Company by Cancelling the HBOS 6.475 Percent Preference Shares (Preference Scheme) or the A and B Preference Shares (to the Extent that HBOS 6.475 Percent Preference Shares have been Reclassified into A and B Preference Shares)

None

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HBOS plc

G4364D106

United Kingdom

12/12/2008

Special

226915

9

M

Reduce Share Capital by Cancelling the HBOS 6.3673 Percent Preference Shares (Preference Scheme) or the A and B Preference Shares (to the Extent that the HBOS 6.3673 Percent Preference Shares have been Reclassified into A and B Preference Shares)

None

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HBOS plc

G4364D106

United Kingdom

12/12/2008

Special

226915

10

M

Reduce Share Capital of the Company by Cancelling the HBOS 6.413 Percent Preference Shares (Preference Scheme) or the A and B Preference Shares (to the Extent that HBOS 6.413 Percent Preference Shares have been Reclassified into A and B Preference Shares)

None

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HBOS plc

G4364D106

United Kingdom

12/12/2008

Special

226915

11

M

Reduce Share Capital of the Company by Cancelling the HBOS 5.92 Percent Preference Shares (Preference Scheme) or the A and B Preference Shares (to the Extent that HBOS 5.92 Percent Preference Shares have been Reclassified into A and B Preference Shares)

None

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HBOS plc

G4364D106

United Kingdom

12/12/2008

Special

226915

12

M

Reduce Share Capital of the Company by Cancelling the HBOS 6.657 Percent Preference Shares (Preference Scheme) or the A and B Preference Shares (to the Extent that HBOS 6.657 Percent Preference Shares have been Reclassified into A and B Preference Shares)

None

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HBOS plc

G4364D106

United Kingdom

12/12/2008

Special

226915

13

M

Reduce Share Capital of the Company by Cancelling the HBOS 12 Percent Preference Shares (Preference Scheme) or the A and B Preference Shares (to the Extent that HBOS 12 Percent Preference Shares have been Reclassified into A and B Preference Shares)

None

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HBOS plc

G4364D106

United Kingdom

12/12/2008

Court

226915

1

M

Approve Scheme of Arrangement Between the Company and the Scheme Shareholders; Authorise the Directors of the Company to Take All Such Actions as they Consider Necessary or Appropriate for Carrying the Scheme into Effect

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Nestle SA

H57312649

Switzerland

4/23/2009

Annual

93060

1.1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Nestle SA

H57312649

Switzerland

4/23/2009

Annual

93060

1.2

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Nestle SA

H57312649

Switzerland

4/23/2009

Annual

93060

2

M

Approve Discharge of Board and Senior Management

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Nestle SA

H57312649

Switzerland

4/23/2009

Annual

93060

3

M

Approve Allocation of Income and Dividends of CHF 1.40 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Nestle SA

H57312649

Switzerland

4/23/2009

Annual

93060

4.1.1

M

Reelect Daniel Borel as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Nestle SA

H57312649

Switzerland

4/23/2009

Annual

93060

4.1.2

M

Reelect Carolina Mueller-Moehl as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Nestle SA

H57312649

Switzerland

4/23/2009

Annual

93060

4.2

M

Ratify KPMG AG as Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Nestle SA

H57312649

Switzerland

4/23/2009

Annual

93060

5

M

Approve CHF 180 million Reduction in Share Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

4/2/2009

Annual

389930

1

M

Open Meeting; Designate Inspector(s) of Minutes of Meeting

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

4/2/2009

Annual

389930

2

M

Receive Information about Company Business

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

4/2/2009

Annual

389930

3

M

Approve Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 1.60 per Share

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

4/2/2009

Annual

389930

4

M

Approve Remuneration Policy And Other Terms of Employment For Executive Management

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

4/2/2009

Annual

389930

5

M

Approve Remuneration of Directors

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

4/2/2009

Annual

389930

6

M

Approve Remuneration of Nominating Committee

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

4/2/2009

Annual

389930

7

M

Approve Remuneration of Auditors

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

4/2/2009

Annual

389930

8

M

Elect Directors

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

4/2/2009

Annual

389930

9

M

Elect Members of Nominating Committee

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

4/2/2009

Annual

389930

10

M

Amend Articles Regarding Notification of General meeting

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

4/2/2009

Annual

389930

11

M

Authorize Repurchase of Up to Ten Percent of Issued Share Capital and Reissuance of Repurchased Shares

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compass Group plc

G23296182

United Kingdom

2/5/2009

Annual

613030

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compass Group plc

G23296182

United Kingdom

2/5/2009

Annual

613030

2

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compass Group plc

G23296182

United Kingdom

2/5/2009

Annual

613030

3

M

Approve Final Dividend of 8.0 Pence Per Ordinary Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compass Group plc

G23296182

United Kingdom

2/5/2009

Annual

613030

4

M

Elect Tim Parker as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compass Group plc

G23296182

United Kingdom

2/5/2009

Annual

613030

5

M

Re-elect Richard Cousins as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compass Group plc

G23296182

United Kingdom

2/5/2009

Annual

613030

6

M

Re-elect Andrew Martin as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compass Group plc

G23296182

United Kingdom

2/5/2009

Annual

613030

7

M

Reappoint Deloitte LLP as Auditors of the Company

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compass Group plc

G23296182

United Kingdom

2/5/2009

Annual

613030

8

M

Authorise Board to Fix Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compass Group plc

G23296182

United Kingdom

2/5/2009

Annual

613030

9

M

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 61,400,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compass Group plc

G23296182

United Kingdom

2/5/2009

Annual

613030

10

M

Subject to the Passing of Resolution 9, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 9,200,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compass Group plc

G23296182

United Kingdom

2/5/2009

Annual

613030

11

M

Authorise 184,000,000 Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compass Group plc

G23296182

United Kingdom

2/5/2009

Annual

613030

12

M

Authorise the Company and its Subsidiaries to Make EU Political Donations to Political Parties or Independent Election Candidates, to Political Organisations Other Than Political Parties and to Incur EU Political Expenditure up to GBP 125,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

2

M

Approve Final Dividend of 19.91 Pence Per Ordinary Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

3

M

Elect Mark Hodges as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

4

M

Elect Euleen Goh as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

5

M

Re-elect Mary Francis as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

6

M

Re-elect Carole Piwnica as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

7

M

Re-elect Russell Walls as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

8

M

Re-elect Richard Goeltz as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

9

M

Reappoint Ernst & Young LLP as Auditors of the Company

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

10

M

Authorise Board to Fix Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

11

M

Approve Increase in Authorised Ordinary Share Capital from GBP 1,950,000,000 and EUR 700,000,000 to GBP 2,500,000,000 and EUR 700,000,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

12

M

Authorise Issue of Equity with Pre-emptive Rights Under a General Authority up to GBP 221,475,135 and an Additional Amount Pursuant to a Rights Issue of up to GBP 442,950,270 After Deducting Any Securities Issued Under the General Authority

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

13

M

Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 33,221,270

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

14

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

15

M

Approve That a General Meeting of the Company Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

16

M

Authorise Company and its Subsidiaries to Make EU Political Donations to Political Parties or Independent Election Candidates, to Political Organisations Other than Political Parties and to Incur EU Political Expenditure up to GBP 100,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

17

M

Approve Scrip Dividend Program

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

18

M

Authorise 265,000,000 Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

19

M

Authorise 100,000,000 8 3/4 Percent Cumulative Irredeemable Preference Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aviva plc

G0683Q109

United Kingdom

4/29/2009

Annual

787910

20

M

Authorise 100,000,000 8 3/8 Percent Cumulative Irredeemable Preference Shares Preference Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

1

M

Share Re-registration Consent

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

2

M

Approve Allocation of Income and Dividends of CHF 1.50 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

3

M

Approve Discharge of Board and Senior Management

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

4.1

M

Reelect Jakob Baer as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

4.2

M

Reelect Rolf Doerig as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

4.3

M

Reelect Andreas Jacobs as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

4.4

M

Reelect Francis Mer as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

4.5

M

Reelect Thomas O'Neill as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

4.6

M

Reelect David Prince as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

4.7

M

Reelect Wanda Rapaczynski as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

4.8

M

Reelect Judith Sprieser as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

5

M

Ratify Ernst & Young Ltd as Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

6

M

Amend Articles Re: Transfer of Shares; Special Quorum for AGM Vote on Dissolution of Company; Shareholding Requirements for Board of Directors; Auditors; Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Adecco SA

H00392318

Switzerland

5/13/2009

Annual

205870

7

M

Authorize Repurchase of up to Ten Percent of Issued Share Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

StatoilHydro ASA (formerly Statoil ASA)

R8412T102

Norway

5/19/2009

Annual

320760

1

M

Open Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

StatoilHydro ASA (formerly Statoil ASA)

R8412T102

Norway

5/19/2009

Annual

320760

2

M

Elect Olaug Svarva as Chairman of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

StatoilHydro ASA (formerly Statoil ASA)

R8412T102

Norway

5/19/2009

Annual

320760

3

M

Approve Notice of Meeting and Agenda

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

StatoilHydro ASA (formerly Statoil ASA)

R8412T102

Norway

5/19/2009

Annual

320760

4

M

Registration of Attending Shareholders and Proxies

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

StatoilHydro ASA (formerly Statoil ASA)

R8412T102

Norway

5/19/2009

Annual

320760

5

M

Designate Inspectors of Minutes of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

StatoilHydro ASA (formerly Statoil ASA)

R8412T102

Norway

5/19/2009

Annual

320760

6

M

Approve Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of NOK 7.25 per Share (NOK 4.40 as Ordinary Dividend and NOK 2.85 as Special Dividend)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

StatoilHydro ASA (formerly Statoil ASA)

R8412T102

Norway

5/19/2009

Annual

320760

7

M

Approve Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

StatoilHydro ASA (formerly Statoil ASA)

R8412T102

Norway

5/19/2009

Annual

320760

8

M

Elect One Deputy Member of Corporate Assembly

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

StatoilHydro ASA (formerly Statoil ASA)

R8412T102

Norway

5/19/2009

Annual

320760

9

M

Approve Remuneration Policy And Other Terms of Employment For Executive Management

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

StatoilHydro ASA (formerly Statoil ASA)

R8412T102

Norway

5/19/2009

Annual

320760

10

M

Authorize Repurchase and Reissuance of Shares up to NOK 15 Million Aggregate Par Value for Share Saving Scheme for Employees

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

StatoilHydro ASA (formerly Statoil ASA)

R8412T102

Norway

5/19/2009

Annual

320760

11

M

Change Company Name to Statoil ASA; Amend Corporate Purpose: Include Other Forms of Energy

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

StatoilHydro ASA (formerly Statoil ASA)

R8412T102

Norway

5/19/2009

Annual

320760

12

S

Withdraw Company From Tar Sands Activities in Canada

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

1

M

Open Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

2a

M

Receive Report of Management Board

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

2b

M

Receive Report of Supervisory Board

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

2c

M

Approve Financial Statements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

3

M

Approve Dividends of USD 0.93 Per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

4

M

Discussion on Company's Corporate Governance Structure

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

5a

M

Approve Discharge of Management Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

5b

M

Approve Discharge of Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

6a

M

Reelect R. van Gelder MA to Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

7a

M

Amend Articles Board-Related

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

7b

M

Allow Electronic Distribution of Company Communications and Amend Articles Accordingly

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

7c

M

Delete Article 29.5 Re: Dividend Distribution

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

7d

M

Amend Articles

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

8

M

Ratify KPMG Accountants NV as Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

9

M

Authorize Repurchase of Up to Ten Percent of Issued Share Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

10a

M

Grant Board Authority to Issue Shares Up To Ten Percent of Issued Capital Plus Additional Ten Percent in Case of Takeover/Merger

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

10b

M

Authorize Board to Exclude Preemptive Rights from Issuance under Item 10a

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

11

M

Approve Restricted Stock Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

12

M

Allow Electronic Distribution of Company Communications

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

13

M

Other Business

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

SBM Offshore NV

N7752F148

Netherlands

5/14/2009

5/7/2009

Annual

232960

14

M

Close Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

1

M

Open Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

1

M

Open Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

2

M

Calling the Meeting to Order

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

2

M

Calling the Meeting to Order

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

3

M

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

3

M

Designate Inspector or Shareholder Representative(s) of Minutes of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

4

M

Acknowledge Proper Convening of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

4

M

Acknowledge Proper Convening of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

5

M

Prepare and Approve List of Shareholders

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

5

M

Prepare and Approve List of Shareholders

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

6

M

Receive Financial Statements and Statutory Reports; Receive Auditor's Report; Receive CEO's Report

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

6

M

Receive Financial Statements and Statutory Reports; Receive Auditor's Report; Receive CEO's Report

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

7

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

7

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

8

M

Approve Allocation of Income and Dividends of EUR 0.20 Per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

8

M

Approve Allocation of Income and Dividends of EUR 0.20 Per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

9

M

Approve Discharge of Board and President

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

9

M

Approve Discharge of Board and President

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

10

M

Approve Annual Remuneration of Directors in the Amount of EUR 67,500 for Chairman, EUR 42,500 for Vice Chair, and EUR 30,000 for Other Directors; Approve Remuneration of Committee Work

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

10

M

Approve Annual Remuneration of Directors in the Amount of EUR 67,500 for Chairman, EUR 42,500 for Vice Chair, and EUR 30,000 for Other Directors; Approve Remuneration of Committee Work

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

11

M

Fix Number of Directors at Nine

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

11

M

Fix Number of Directors at Nine

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

12

M

Reelect Gunnar Brock, Claes Dahlback, Dominique Dubreuil, Birgitta Kantola, Ilkka Niemi, Juha Rantanen, Matti Vuoria and Marcus Wallenberg as Directors; Elect Hans Straberg as New Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

12

M

Reelect Gunnar Brock, Claes Dahlback, Dominique Dubreuil, Birgitta Kantola, Ilkka Niemi, Juha Rantanen, Matti Vuoria and Marcus Wallenberg as Directors; Elect Hans Straberg as New Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

13

M

Approve Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

13

M

Approve Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

14

M

Ratify Deloitte & Touche as Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

14

M

Ratify Deloitte & Touche as Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

15

M

Elect Members of Nominating Committee

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

15

M

Elect Members of Nominating Committee

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

16

M

Approve Reduction of Share Premium Fund and Reserve Fund via Transfer of Funds Into Invested Non-Restricted Equity Fund.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

16

M

Approve Reduction of Share Premium Fund and Reserve Fund via Transfer of Funds Into Invested Non-Restricted Equity Fund.

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

17

S

Forbid Company from Procuring Wood from Rare Contiguous Wilderness Areas of Lapland

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

17

S

Forbid Company from Procuring Wood from Rare Contiguous Wilderness Areas of Lapland

None

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

18

M

Presentation of Minutes of the Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

18

M

Presentation of Minutes of the Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X21349117

Finland

4/1/2009

3/20/2009

Annual

340690

19

M

Close Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Stora Enso Oyj (Formerly Enso Oy)

X8662D115

Finland

4/1/2009

3/20/2009

Annual

71073

19

M

Close Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

1

M

Open Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

2

M

Elect Jorma Halonen as Chairman of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

3

M

Prepare and Approve List of Shareholders

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

4

M

Approve Agenda of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

5

M

Designate Inspector(s) of Minutes of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

6

M

Acknowledge Proper Convening of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

7

M

Receive President's Report

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

8

M

Receive Financial Statements, Statutory Reports, and Auditor's Report

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

9a

M

Approve Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

9b

M

Approve Allocation of Income and Dividends of SEK 0.30 per Share; Set April 24, 2009 as Record Date for Dividend

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

9c

M

Approve Discharge of Board and President

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

10

M

Determine Number of Members (7) and Deputy Members (0) of Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

11

M

Approve Remuneration of Directors in the Aggregate Amount of SEK 2 Million; Approve Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

12

M

Reelect Jorma Halonen (Chair), Carl Douglas, Tomas Franzen, Eva Lindqvist, Juan Vallejo, Ulrik Svensson, and Anders Boos as Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

13

M

Ratify PricewaterhouseCoopers as Auditor untill the AGM in 2013

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

14

M

Reelect Gustaf Douglas, Mikael Ekdahl, Marianne Nilsson, and Mats Tuner as Members of Nominating Committee; Elect Magnus Landare as New Member of the Nominating Committee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

15

M

Approve Remuneration Policy And Other Terms of Employment For Executive Management

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

16

M

Amend Articles Regarding Notification of General Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Niscayah Group AB (formerly Securitas Systems)

W5736P109

Sweden

4/21/2009

4/15/2009

Annual

1476420

17

M

Close Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

1

M

Approve Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

2

M

Accept Consolidated Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

3

M

Treatment of Losses and Allocation of Dividends of EUR 1.40 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

4

M

Authorize Payment of Dividends by Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

5

M

Approve Auditors' Special Report Regarding Related-Party Transactions

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

6

M

Approve Transaction with Jean-Bernard Levy Related to Severance Payments

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

7

M

Elect Maureen Chiquet as Supervisory Board Member

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

8

M

Elect Christophe de Margerie as Supervisory Board Member

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

9

M

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

10

M

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

11

M

Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 1.5 Billion

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

12

M

Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 800 Million

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

13

M

Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 11 and 12

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

14

M

Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Acquisitions

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

15

M

Approve Employee Stock Purchase Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

16

M

Approve Stock Purchase Plan Reserved for Employees of International Subsidiaries

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

17

M

Authorize Capitalization of Reserves of Up to EUR 800 Million for Bonus Issue or Increase in Par Value

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Vivendi

F97982106

France

4/30/2009

4/27/2009

Annual/Special

86700

18

M

Authorize Filing of Required Documents/Other Formalities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Annual

111330

1

M

Receive Statutory Reports on Statutory and Consolidated Financial Statements

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Annual

111330

2

M

Receive Auditors' Reports on Statutory and Consolidated Financial Statements

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Annual

111330

3

M

Receive Information by Joint Committee

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Annual

111330

4

M

Receive Consolidated Financial Statements on the Year 2007

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Annual

111330

5

M

Approve Financial Statements, Allocation of Income, and Dividend of EUR 2.18

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Annual

111330

6

M

Approve Discharge of Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Annual

111330

7

M

Approve Discharge of Maurice Lippens From Directorship

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Annual

111330

8

M

Approve Discharge of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Annual

111330

9

M

Elect Jozef Cornu as Director and Approve Remuneration

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Annual

111330

10

M

Approve Ernst & Young as Auditors and Authorize Board to Fix their Remuneration Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Annual

111330

11

M

Receive Information on Appointment of Romain Lesage as Member of the College of Auditors

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Annual

111330

12

M

Transact Other Business

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

1

M

Open Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

2

M

Receive Report of Management Board (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

3

M

Approve Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

4a

M

Approve Discharge of Executive Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

4b

M

Approve Discharge of Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

5

M

Approve Dividends of EUR 0.404 Per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

6

M

Ratify Deloitte Accountants as Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

7a

M

Reelect Lord Sharman to Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

7b

M

Reelect David Reid to Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

7c

M

Reelect Mark Elliott to Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

7d

M

Reelect Dien de Boer-Kruyt to Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

8

M

Elect Ian Smith to Executive Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

9

M

Authorize Repurchase of Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

10a

M

Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

10b

M

Authorize Board to Exclude Preemptive Rights from Issuance under Item 10a

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

11

M

Other Business (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

4/22/2009

3/25/2009

Annual

369107

12

M

Close Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compagnie generale des Etablissements Michelin

F61824144

France

5/15/2009

5/12/2009

Annual/Special

34960

1

M

Approve Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compagnie generale des Etablissements Michelin

F61824144

France

5/15/2009

5/12/2009

Annual/Special

34960

2

M

Approve Allocation of Income and Dividends of EUR 1.00 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compagnie generale des Etablissements Michelin

F61824144

France

5/15/2009

5/12/2009

Annual/Special

34960

3

M

Accept Consolidated Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compagnie generale des Etablissements Michelin

F61824144

France

5/15/2009

5/12/2009

Annual/Special

34960

4

M

Approve Auditors' Special Report Regarding Related-Party Transactions Mentionning the Absence of Related-Party Transactions

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compagnie generale des Etablissements Michelin

F61824144

France

5/15/2009

5/12/2009

Annual/Special

34960

5

M

Reelect Eric Bourdais de Charbonniere as Supervisory Board Member

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compagnie generale des Etablissements Michelin

F61824144

France

5/15/2009

5/12/2009

Annual/Special

34960

6

M

Reelect Francois Grappotte as Supervisory Board Member

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compagnie generale des Etablissements Michelin

F61824144

France

5/15/2009

5/12/2009

Annual/Special

34960

7

M

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compagnie generale des Etablissements Michelin

F61824144

France

5/15/2009

5/12/2009

Annual/Special

34960

8

M

Amend Article 15 of Bylaws Re: Length of Term for Supervisory Board Members

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compagnie generale des Etablissements Michelin

F61824144

France

5/15/2009

5/12/2009

Annual/Special

34960

9

M

Authorize up to 2 Percent of Issued Capital for Use in Stock Option Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

1

M

Approve Financial Statements and Discharge Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

2

M

Accept Consolidated Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

3

M

Approve Allocation of Income and Dividends of EUR 1.40 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

4

M

Approve Auditors' Special Report Regarding Related-Party Transactions

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

5

M

Renew Appointment of Ernst and Young Audit as Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

6

M

Renew Appointment of Auditex as Alternate Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

7

M

Renew Appointment of Deloitte and Associes as Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

8

M

Renew Appointment of BEAS as Alternate Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

9

M

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

10

M

Amend Article 13 of Bylaws Re: Shareholding Requirements for Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

11

M

Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 2 Billion

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

12

M

Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights, with the Possibility Not to Offer them to the Public, up to Aggregate Nominal Amount of EUR 1.5 Billion

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

13

M

Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

14

M

Authorize Capital Increase of Up to EUR 1.5 Billion for Future Exchange Offers

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

15

M

Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Acquisitions

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

16

M

Authorize Capital Increase of up to EUR 70 Million Reserved for Holders of Orange SA Stock Options or Shares in Connection with France Telecom Liquidity Agreement

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

17

M

Authorize up to EUR 1 Million for Issuance of Free Option-Based Liquidity Instruments Reserved for Holders of Orange SA Stock Options Benefitting from a Liquidity Agreement

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

18

M

Set Global Limit for Capital Increase to Result from All Issuance Requests at EUR 3.5 Billion

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

19

M

Approve Issuance of Securities Convertible into Debt up to an Aggregate Amount of EUR 7 Billion

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

20

M

Authorize Capitalization of Reserves of Up to EUR 2 Billion for Bonus Issue or Increase in Par Value

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

21

M

Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

22

M

Approve Employee Stock Purchase Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

23

M

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

France Telecom

F4113C103

France

5/26/2009

5/21/2009

Annual/Special

496729

24

M

Authorize Filing of Required Documents/Other Formalities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

1

M

Approve Financial Statements and Discharge Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

2

M

Accept Consolidated Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

3

M

Approve Auditors' Special Report Regarding Related-Party Transactions Mentionning the Absence of New Related-Party Transactions

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

4

M

Approve Allocation of Income and Dividends of EUR 1.00 per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

5

M

Reelect Daniel Bernard as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

6

M

Reelect Thierry de Montbrial as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

7

M

Elect Bernard Liautaud as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

8

M

Elect Pierre Pringuet as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

9

M

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

10

M

Approve Reduction in Share Capital via Cancellation of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

11

M

Amend Articles 14 and 15 of Bylaws Re: Age Limits for Chairman and CEO

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

12

M

Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plan

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

13

M

Approve Employee Stock Purchase Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

14

M

Approve Employee Stock Purchase Plan for International Employees

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Cap Gemini

F13587120

France

4/30/2009

4/27/2009

Annual/Special

63560

15

M

Authorize Filing of Required Documents/Other Formalities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

3/12/2009

2/9/2009

Special

6748000

1

M

Amend Articles of Association

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

G4S plc

G39283109

United Kingdom

5/26/2009

Annual

1191140

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

G4S plc

G39283109

United Kingdom

5/26/2009

Annual

1191140

2

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

G4S plc

G39283109

United Kingdom

5/26/2009

Annual

1191140

3

M

Approve Final Dividend of 3.68 Pence Per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

G4S plc

G39283109

United Kingdom

5/26/2009

Annual

1191140

4

M

Re-elect Trevor Dighton as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

G4S plc

G39283109

United Kingdom

5/26/2009

Annual

1191140

5

M

Re-elect Thorleif Krarup as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

G4S plc

G39283109

United Kingdom

5/26/2009

Annual

1191140

6

M

Re-elect Mark Seligman as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

G4S plc

G39283109

United Kingdom

5/26/2009

Annual

1191140

7

M

Reappoint KPMG Audit plc as Auditors and Authorise Board to Fix Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

G4S plc

G39283109

United Kingdom

5/26/2009

Annual

1191140

8

M

Authorise Issue of Equity with Pre-emptive Rights Under a General Authority up to Aggregate Nominal Amount of GBP 117,350,000 and an Additional Amount Pursuant to a Rights Issue of up to GBP 117,350,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

G4S plc

G39283109

United Kingdom

5/26/2009

Annual

1191140

9

M

Approve Increase in Authorised Share Capital from GBP 500,000,000 to GBP 587,500,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

G4S plc

G39283109

United Kingdom

5/26/2009

Annual

1191140

10

M

Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 17,600,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

G4S plc

G39283109

United Kingdom

5/26/2009

Annual

1191140

11

M

Authorise 140,000,000 Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

G4S plc

G39283109

United Kingdom

5/26/2009

Annual

1191140

12

M

Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

1

M

Appoint Ernst & Young Hua Ming as PRC Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

2

M

Approve Profit Distribution Plan and Final Dividend

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3a

M

Approve Provision of a Guarantee with a Maximum Limit of RMB 249.6 Million by the Company for the Loan of Shanghai Heavy Machinery Plant Co., Ltd.

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3b

M

Approve Provision of a Guarantee with a Maximum Limit of RMB 13.0 Million by the Company for the Loan of Shanghai Electric Nantong Water Processing Co., Ltd.

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3c

M

Approve Provision of a Guarantee with a Maximum Limit of RMB 85.0 Million by the Company for the Loan of Shanghai Electric Import & Export Co., Ltd.

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3d

M

Approve Provision of a Guarantee with a Maximum Limit of RMB 100.0 Million by the Company for the Loan of Shanghai Power Transmission Equipment Co., Ltd.

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3e

M

Approve Provision of a Guarantee with a Maximum Limit of RMB 130.0 Million by Shanghai Mechanical and Electrical Industry Co., Ltd. for the Loan of Shanghai Welding Equipment Co., Ltd.

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3f

M

Approve Provision of a Guarantee with a Maximum Limit of RMB 74.5 Million by Shanghai Electric Printing & Packaging Machinery Co., Ltd. for the Loan of Shanghai Yawa Printing Machinery Co., Ltd.

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3g

M

Approve Provision of Two Guarantees with Maximum Limits of RMB 65.0 Million and RMB 189.0 Million by Shanghai Heavy Machinery Plant Co., Ltd and Shanghai Heavy Machinery Forging Plant for the Loan of Shanghai Crane Transport Machinery Plant Co., Ltd.

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3h

M

Approve Provision of a Guarantee with a Maximum Limit of RMB 5.0 Million by Shanghai Heavy Duty Machine Works Co., Ltd. for the Loan of Shanghai Instrument Tool Works Co., Ltd.

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3i

M

Approve Provision of a Guarantee with a Maximum Limit of RMB 50.0 Million by Shanghai Turbine Co., Ltd. for the Loan of Shanghai Honggang Power Equipment Casting and Forging Co., Ltd.

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3j

M

Approve Provision of a Guarantee with a Maximum Limit of RMB 15.0 Million by Shanghai Power Station Auxiliary Equipment Works Co., Ltd. for the Loan of Shanghai Electric Power Generation Equipment Co., Ltd.

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3k

M

Approve Provision of a Guarantee with a Maximum Limit of RMB 795.0 Million by Shanghai Boiler Works Co., Ltd. for the Loan of Shanghai Electric Wind Power Equipment Co., Ltd.

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3l

M

Approve Provision of an Integrated Credit Guarantee with a Maximum Limit of RMB 173.31 Million by Shanghai Electric Group Shanghai Electric Machinery Co., Ltd. for Shanghai Boiler Works Co., Ltd.

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3m

M

Approve Provision of a Guarantee with a Maximum Limit of RMB 45.0 Million by the Company for the Loan of Cooper Shanghai Power Capacitor Co., Ltd.

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3n

M

Approve Provision of Letters of Guarantee with a Maximum Limit of RMB 4.6 Billion to be Issued by SE Finance In Respect of Loans Granted or to be Granted to the Company or its Subsidiaries

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

3o

M

Approve Guarantees Under the Framework Guarantee Agreement and Proposed Annual Cap of RMB 40.0 Million

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

4

M

Approve Siemens Framework Purchase and Sales Agreement as to the Purchase of Power Generation and Related Equipment, Power Transmission and Distribution Related equipment and Metropolitan Rail Transportation Equipment

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

5

M

Approve Siemens Framework Purchase and Sales Agreement as to the Sale of Power Generation and Related Components to the Siemens Group

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

3/24/2009

2/20/2009

Special

5582201

6

M

Amend Articles Re: Article 17

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

1

M

Approve 2008 Business Operations Report and Financial Statements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

2

M

Approve 2008 Allocation of Income and Dividends

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

3

M

Approve Capitalization of 2008 Dividends and Employee Profit Sharing

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

4

M

Approve to Amend the Company's Internal Policies

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

4.1

M

Approve Amendment on the Procedures for Loans to Other Parties

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

4.2

M

Approve Amendment on the Procedures for Endorsement and Guarantee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

5.1

M

Elect Morris Chang, ID No. 4515 as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

5.2

M

Elect F.C. Tseng, ID No. 104 as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

5.3

M

Elect Rick Tsai, ID No. 7252 as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

5.4

M

Elect Tain-Jy Chen (Representative of NationalDevelopment Fund, Executive Yuan), ID No. 1 as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

5.5

M

Elect Peter Leahy Bonfield, ID No. 093180657 as Independent Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

5.6

M

Elect Stan Shih, ID No. 534770 as Independent Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

5.7

M

Elect Carleton Sneed Fiorina, ID No. 438012153 as Independent Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

5.8

M

Elect Thomas J. Engibous, ID No. 135021464 as Independent Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Taiwan Semiconductor Manufacturing Co.

Y84629107

Taiwan

6/10/2009

4/10/2009

Annual

4725183

6

M

Transact Other Business (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingboard Chemical Holdings Ltd

G52562140

Hong Kong

3/23/2009

3/20/2009

Special

110500

1

M

Adopt New Share Option Scheme and Terminate Existing Share Option Scheme

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

4/29/2009

4/23/2009

Annual/Special

725770

S

Ordinary Business

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

4/29/2009

4/23/2009

Annual/Special

725770

1

M

Accept Financial Statements, Consolidated Financial Statements, and Statutory Reports

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

4/29/2009

4/23/2009

Annual/Special

725770

2

M

Approve Allocation of Income

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

4/29/2009

4/23/2009

Annual/Special

725770

S

Elect Directors - Vote Only One of the Following Slates

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

4/29/2009

4/23/2009

Annual/Special

725770

3.1

M

Slate 1 - Submitted by Three Foundation

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

4/29/2009

4/23/2009

Annual/Special

725770

3.2

M

Slate 2- Submitted by Institutional Investors

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

4/29/2009

4/23/2009

Annual/Special

725770

4

M

Approve Remuneration of Directors and Committees Members

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

4/29/2009

4/23/2009

Annual/Special

725770

5

M

Deliberations Pursuant to Article 2390 of Civil Code Re: Decisions Inherent to Authorization of Board Members To Assume Positions In Competing Companies

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

4/29/2009

4/23/2009

Annual/Special

725770

6

M

Approve Remuneration Policy

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

4/29/2009

4/23/2009

Annual/Special

725770

7

M

Approve Stock Ownership Plan for the Employees of the Company

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

4/29/2009

4/23/2009

Annual/Special

725770

S

Special Business

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

4/29/2009

4/23/2009

Annual/Special

725770

1

M

Authorize Capital Increase with Preemptive Rights, Through the Capitalization of Reserves

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

UniCredit SpA (formerly Unicredito Italiano SpA)

T95132105

Italy

4/29/2009

4/23/2009

Annual/Special

725770

2

M

Amend Articles 5, 8, 23, and 30 of Company's Bylaws

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Rentokil Initial plc

G7494G105

United Kingdom

5/13/2009

Annual

4646600

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Rentokil Initial plc

G7494G105

United Kingdom

5/13/2009

Annual

4646600

2

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Rentokil Initial plc

G7494G105

United Kingdom

5/13/2009

Annual

4646600

3

M

Re-elect Peter Bamford as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Rentokil Initial plc

G7494G105

United Kingdom

5/13/2009

Annual

4646600

4

M

Re-elect Alan Giles as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Rentokil Initial plc

G7494G105

United Kingdom

5/13/2009

Annual

4646600

5

M

Re-elect Peter Long as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Rentokil Initial plc

G7494G105

United Kingdom

5/13/2009

Annual

4646600

6

M

Elect Michael Murray as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Rentokil Initial plc

G7494G105

United Kingdom

5/13/2009

Annual

4646600

7

M

Reappoint PricewaterhouseCoopers LLP as Auditors of the Company

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Rentokil Initial plc

G7494G105

United Kingdom

5/13/2009

Annual

4646600

8

M

Authorise Board to Fix Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Rentokil Initial plc

G7494G105

United Kingdom

5/13/2009

Annual

4646600

9

M

Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Rentokil Initial plc

G7494G105

United Kingdom

5/13/2009

Annual

4646600

10

M

Authorise Issue of Equity with Pre-emptive Rights Under a General Authority up to GBP 6,043,387 and an Additional Amount Pursuant to a Rights Issue of up to GBP 12,086,774 After Deducting Any Securities Issued Under the General Authority

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Rentokil Initial plc

G7494G105

United Kingdom

5/13/2009

Annual

4646600

11

M

If Resolution 10 is Passed, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 907,415

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Rentokil Initial plc

G7494G105

United Kingdom

5/13/2009

Annual

4646600

12

M

Authorise 181,483,101 Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Rentokil Initial plc

G7494G105

United Kingdom

5/13/2009

Annual

4646600

13

M

Authorise the Company and its Subsidiaries to Make EU Political Donations to Political Parties and Independent Election Candidates, to Political Organisations Other than Political Parties and to Incur EU Political Expenditure up to EUR 200,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Annual

1871419

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Annual

1871419

2

M

Approve Remuneration Report

For

Abstain

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Annual

1871419

3

M

Elect Philip Hampton as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Annual

1871419

4

M

Elect Stephen Hester as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Annual

1871419

5

M

Elect John McFarlane as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Annual

1871419

6

M

Elect Arthur Ryan as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Annual

1871419

7

M

Reappoint Deloitte LLP as Auditors of the Company

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Annual

1871419

8

M

Authorise the Audit Committee to Fix Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Annual

1871419

9

M

Approve Increase in Authorised Ordinary Share Capital by GBP 7,500,000,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Annual

1871419

10

M

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 3,288,000,408 (Rights Issue); Otherwise up to GBP 3,288,000,408

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Annual

1871419

11

M

Subject to the Passing of the Preceding Resolution, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 493,200,061

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Annual

1871419

12

M

Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Autogrill Spa

T8347V105

Italy

4/21/2009

4/17/2009

Annual

715267

1

M

Accept Financial Statements, Consolidated Financial Statements, and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Autogrill Spa

T8347V105

Italy

4/21/2009

4/17/2009

Annual

715267

2

M

Appoint Internal Statutory Auditors, Elect Chairman, and Approve Auditors' Remuneration

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Autogrill Spa

T8347V105

Italy

4/21/2009

4/17/2009

Annual

715267

3

M

Authorize Share Repurchase Program and Reissuance of Repurchased Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

3/19/2009

Special

545140

1

M

Approve Increase in Authorised Ordinary Share Capital from USD 7,500,100,000, GBP 401,500 and EUR 100,000 to USD 10,500,100,000, GBP 401,500 and EUR 100,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

3/19/2009

Special

545140

2

M

Subject to the Passing of Resolution 1, Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 2,530,200,000 (Rights Issue)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

3/19/2009

Special

545140

3

M

Subject to the Passing of Resolution 2, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 2,530,200,000 (Rights Issue)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

2

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3a

M

Re-elect Safra Catz as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3b

M

Re-elect Vincent Cheng as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3c

M

Elect Marvin Cheung as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3d

M

Re-elect John Coombe as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3e

M

Re-elect Jose Duran as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3f

M

Re-elect Rona Fairhead as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3g

M

Re-elect Douglas Flint as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3h

M

Re-elect Alexander Flockhart as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3i

M

Re-elect Lun Fung as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3j

M

Re-elect Michael Geoghegan as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3k

M

Re-elect Stephen Green as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3l

M

Re-elect Stuart Gulliver as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3m

M

Re-elect James Hughes-Hallett as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3n

M

Re-elect William Laidlaw as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3o

M

Elect Rachel Lomax as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3p

M

Re-elect Sir Mark Moody-Stuart as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3q

M

Re-elect Gwyn Morgan as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3r

M

Re-elect Nagavara Murthy as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3s

M

Re-elect Simon Robertson as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3t

M

Elect John Thornton as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

3u

M

Re-elect Sir Brian Williamson as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

4

M

Reappoint KPMG Audit plc as Auditors and Authorise the Group Audit Committee to Determine Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

5

M

Auth. Issuance of Non-Cumulative Pref. Shares with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 100,000, EUR 100,000 and USD 85,500; and Auth. Issuance of Ord. Shares with Pre-emptive Rights up to Aggregate Nominal Amount of USD 1,720,481,200

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

6

M

Subject to the Passing of Resolution 5, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 430,120,300

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

7

M

Authorise 1,720,481,200 Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

8

M

Adopt New Articles of Association

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

HSBC Holdings plc

G4634U169

United Kingdom

5/22/2009

Annual

545140

9

M

Approve General Meetings Other Than an Annual General Meetings to be Called on 14 Clear Days' Notice

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Premier Foods plc

G72186102

United Kingdom

3/23/2009

Special

1534890

1

M

Approve Increase in Authorised Ordinary Share Capital from GBP 15,000,000 to GBP 35,000,000; Authorise Issue of Equity with Pre-emptive Rights up to GBP 23,447,639 and without Pre-emptive Rights up to GBP 6,175,618; Approve Issue of Shares at a Discount

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

2

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

3

M

Elect James Murdoch as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

4

M

Re-elect Larry Culp as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

5

M

Re-elect Sir Crispin Davis as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

6

M

Re-elect Dr Moncef Slaoui as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

7

M

Re-elect Tom de Swaan as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

8

M

Reappoint PricewaterhouseCoopers LLP as Auditors of the Company

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

9

M

Authorise the Audit Committee to Fix Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

10

M

Authorise the Company and its Subsidiaries to Make EU Political Donations to Political Organisations Other than Political Parties up to GBP 50,000 and to Incur EU Political Expenditure up to GBP 50,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

11

M

Authorise Issue of Equity with Pre-emptive Rights Under a General Authority up to GBP 432,359,137 and an Additional Amount Pursuant to a Rights Issue of up to GBP 864,692,333 After Deducting Any Securities Issued Under the General Authority

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

12

M

Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 64,854,519

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

13

M

Authorise 518,836,153 Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

14

M

Approve the Exemption from Statement of the Name of the Senior Statutory Auditor in Published Copies of the Auditor's Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

15

M

Approve That a General Meeting of the Company Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

16

M

Approve GlaxoSmithKline 2009 Performance Share Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

17

M

Approve GlaxoSmithKline 2009 Share Option Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

GlaxoSmithKline plc

G3910J112

United Kingdom

5/20/2009

Annual

418780

18

M

Approve GlaxoSmithKline 2009 Deferred Annual Bonus Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Old Mutual plc

G67395106

United Kingdom

5/7/2009

Annual

3952930

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Old Mutual plc

G67395106

United Kingdom

5/7/2009

Annual

3952930

2i

M

Elect Philip Broadley as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Old Mutual plc

G67395106

United Kingdom

5/7/2009

Annual

3952930

2ii

M

Re-elect Rudy Bogni as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Old Mutual plc

G67395106

United Kingdom

5/7/2009

Annual

3952930

2iii

M

Re-elect Reuel Khoza as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Old Mutual plc

G67395106

United Kingdom

5/7/2009

Annual

3952930

2iv

M

Re-elect Julian Roberts as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Old Mutual plc

G67395106

United Kingdom

5/7/2009

Annual

3952930

3

M

Reappoint KPMG Audit plc as Auditors of the Company

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Old Mutual plc

G67395106

United Kingdom

5/7/2009

Annual

3952930

4

M

Authorise the Group Audit and Risk Committee to Fix Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Old Mutual plc

G67395106

United Kingdom

5/7/2009

Annual

3952930

5

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Old Mutual plc

G67395106

United Kingdom

5/7/2009

Annual

3952930

6

M

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 52,767,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Old Mutual plc

G67395106

United Kingdom

5/7/2009

Annual

3952930

7

M

Subject to the Passing of Resolution 6, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 26,383,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Old Mutual plc

G67395106

United Kingdom

5/7/2009

Annual

3952930

8

M

Authorise 527,670,000 Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Old Mutual plc

G67395106

United Kingdom

5/7/2009

Annual

3952930

9

M

Approve Each Contingent Purchase Contracts and Authorise the Company to Make Off-Market Purchases of its Shares Pursuant to Each Contract for a Period of 12 Months

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Old Mutual plc

G67395106

United Kingdom

5/7/2009

Annual

3952930

10

M

Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

2

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

3

M

Elect Simon Henry as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

4

M

Re-elect Lord Kerr of Kinlochard as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

5

M

Re-elect Wim Kok as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

6

M

Re-elect Nick Land as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

7

M

Re-elect Jorma Ollila as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

8

M

Re-elect Jeroen van der Veer as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

9

M

Re-elect Hans Wijers as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

10

M

Reappoint PricewaterhouseCoopers LLP as Auditors of the Company

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

11

M

Authorise Board to Fix Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

12

M

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of EUR 145 Million

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

13

M

Subject to the Previous Resolution Being Passed, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of EUR 21 Million

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

14

M

Authorise 624 Million Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Royal Dutch Shell plc

G7690A118

United Kingdom

5/19/2009

Annual

226693

15

M

Authorise the Company and its Subsidiaries to Make EU Political Donations to Political Organisations Other than Political Parties up to GBP 200,000 and to Incur EU Political Expenditure up to GBP 200,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Special

1871419

1

M

Approve Increase in Authorised Ordinary Share Capital by 16,909,716,385 New Ordinary Shares of 25 Pence Each; Authorise Issue of Equity with Pre-emptive Rights up to GBP 4,227,429,096.25 (Placing and Open Offer)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Special

1871419

2

M

Approve the Placing and Open Offer; Approve the Preference Share Redemption

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Special

1871419

3

M

Amend Articles of Association Re: Preference Share Redemption

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

The Royal Bank of Scotland Group plc

G76891111

United Kingdom

4/3/2009

Special

1871419

4

M

Subject to and Conditional Upon the Passing of Resolution 1, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 4,227,429,096.25 (Placing and Open Offer)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

2

M

Approve Final Dividend of 22 Pence Per Ordinary Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

3

M

Re-elect David Arculus as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

4

M

Re-elect Terry Burns as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

5

M

Re-elect Patrick Cescau as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

6

M

Re-elect Rona Fairhead as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

7

M

Re-elect Robin Freestone as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

8

M

Re-elect Susan Fuhrman as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

9

M

Re-elect Ken Hydon as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

10

M

Re-elect John Makinson as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

11

M

Re-elect Glen Moreno as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

12

M

Re-elect Marjorie Scardino as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

13

M

Elect Will Ethridge as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

14

M

Elect CK Prahalad as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

15

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

16

M

Reappoint PricewaterhouseCoopers LLP as Auditors of the Company

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

17

M

Authorise Board to Fix Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

18

M

Authorise Issue of Equity with Pre-emptive Rights Under a General Authority up to GBP 67,500,000 and an Additional Amount Pursuant to a Rights Issue of up to GBP 135,000,000 After Deducting Any Securities Issued Under the General Authority

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

19

M

Approve Increase in Authorised Ordinary Share Capital from GBP 299,500,000 to GBP 400,000,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

20

M

Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 10,123,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

21

M

Authorise 80,000,000 Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

22

M

Amend Articles of Association by Deleting All Provisions of Company's Memorandum of Association which, by Virtue of Section 28 of Companies Act 2006, would Otherwise be Treated as Provisions of Company's Articles of Association, and by Deleting Article 3

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Pearson plc

G69651100

United Kingdom

5/1/2009

Annual

321500

23

M

Authorise the Company to Call General Meetings on 14 Clear Days' Notice

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Special

111330

1

M

Amend Article 5 Re: Renewal of Authorized Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Special

111330

2

M

Amend Article 8 Re: Increase of Capital by Contribution in Kind

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Special

111330

3

M

Authorize Repurchase of Up to 20 Percent of Issued Share Capital and Amend Articles of Association

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Special

111330

4

M

Amend Article 16 Re: Appointment and Dismissal of Members of the Executive Committee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Special

111330

5

M

Delete Article 50 Re: Distribution of Income to Employee for Fiscal Year 2003

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Special

111330

6

M

Delete Article 52 Re: Transitory Measure on Proposal Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Groupe Belgacom

B10414116

Belgium

4/8/2009

Special

111330

7

M

Authorize Implementation of Approved Resolutions

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Special

450000

1

M

Authorize Share Repurchase Program

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Special

450000

2

M

Approve Extension and Modification of the DBSH Share Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Special

450000

3

M

Amend Articles of Association

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Special

450000

4

M

Approve Issuance of Shares, New NRPS and New RPS Pursuant to the DBSH Scrip Dividend Scheme

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Annual

450000

1

M

Adopt Financial Statements and Directors' and Auditors' Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Annual

450000

2

M

Declare Final Dividend of SGD 0.14 Per Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Annual

450000

3a

M

Approve Directors' Fees of SGD 1.5 Million (2007: SGD 1.7 Million)

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Annual

450000

3b

M

Approve Special Remuneration of SGD 2.0 Million for Koh Boon Hwee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Annual

450000

4

M

Reappoint PricewaterhouseCoopers LLC as Auditors and Authorize Board to Fix Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Annual

450000

5a

M

Reelect Koh Boon Hwee as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Annual

450000

5b

M

Reelect Christopher Cheng Wai Chee as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Annual

450000

6a

M

Reelect Richard Daniel Stanley as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Annual

450000

6b

M

Reelect Euleen Goh Yiu Kiang as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Annual

450000

6c

M

Reelect Bart Joseph Broadman as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Annual

450000

7

M

Reelect Andrew Robert Fowell Buxton as Director

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Annual

450000

8a

M

Approve Issuance of Shares and/or Grant Awards Pursuant to the DBSH Share Option Plan and/or the DBSH Share Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

DBS Group Holdings Ltd. (Formerly Development Bank of Singapore)

Y20246107

Singapore

4/8/2009

Annual

450000

8b

M

Approve Issuance of Shares Under Preemptive Rights

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SIG plc

G80797106

United Kingdom

4/9/2009

Special

1015970

1

M

Approve Increase in Authorised Ordinary Share Capital from GBP 19,000,000 to GBP 80,000,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SIG plc

G80797106

United Kingdom

4/9/2009

Special

1015970

2

M

Subject to the Passing of Resolution 1, Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 45,504,797.30

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SIG plc

G80797106

United Kingdom

4/9/2009

Special

1015970

3

M

Subject to the Passing of Resolutions 1 and 2, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 24,170,262.80

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SIG plc

G80797106

United Kingdom

4/9/2009

Special

1015970

4

M

Subject to the Passing of Resolutions 1, 2 and 3, Approve Issuance of 455,047,973 Ordinary Shares of 10 Pence Each for Cash at a Price of 75 Pence Per Share Representing a Discount of Greater Than 10 Percent to Middle Market Price

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Persimmon plc

G70202109

United Kingdom

4/23/2009

Annual

826620

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Persimmon plc

G70202109

United Kingdom

4/23/2009

Annual

826620

2

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Persimmon plc

G70202109

United Kingdom

4/23/2009

Annual

826620

3

M

Re-elect John White as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Persimmon plc

G70202109

United Kingdom

4/23/2009

Annual

826620

4

M

Re-elect David Thompson as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Persimmon plc

G70202109

United Kingdom

4/23/2009

Annual

826620

5

M

Re-elect Hamish Melville as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Persimmon plc

G70202109

United Kingdom

4/23/2009

Annual

826620

6

M

Re-elect Nicholas Wrigley as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Persimmon plc

G70202109

United Kingdom

4/23/2009

Annual

826620

7

M

Reappoint KPMG Audit plc as Auditors and Authorise Board to Fix Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Persimmon plc

G70202109

United Kingdom

4/23/2009

Annual

826620

8

M

Authorise 30,018,769 Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Persimmon plc

G70202109

United Kingdom

4/23/2009

Annual

826620

9

M

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 6,240,856

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Persimmon plc

G70202109

United Kingdom

4/23/2009

Annual

826620

10

M

Subject to the Passing of Resolution 9, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 1,512,957

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Persimmon plc

G70202109

United Kingdom

4/23/2009

Annual

826620

11

M

Approve That a General Meeting of the Company Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Premier Foods plc

G72186102

United Kingdom

5/22/2009

Annual

4021977

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Premier Foods plc

G72186102

United Kingdom

5/22/2009

Annual

4021977

2

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Premier Foods plc

G72186102

United Kingdom

5/22/2009

Annual

4021977

3

M

Elect Tim Kelly as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Premier Foods plc

G72186102

United Kingdom

5/22/2009

Annual

4021977

4

M

Re-elect David Kappler as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Premier Foods plc

G72186102

United Kingdom

5/22/2009

Annual

4021977

5

M

Re-elect Louise Makin as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Premier Foods plc

G72186102

United Kingdom

5/22/2009

Annual

4021977

6

M

Reappoint PricewaterhouseCoopers LLP as Auditors and Authorise Board to Fix Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Premier Foods plc

G72186102

United Kingdom

5/22/2009

Annual

4021977

7

M

Authorise 239,802,158 Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Premier Foods plc

G72186102

United Kingdom

5/22/2009

Annual

4021977

8

M

Auth. Company and its Subsidiaries to Make EU Political Donations to Political Parties or Independent Election Candidates up to GBP 50,000, to Political Org. Other Than Political Parties up to GBP 50,000 and Incur EU Political Expenditure up to GBP 50,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Premier Foods plc

G72186102

United Kingdom

5/22/2009

Annual

4021977

9

M

Approve That General Meetings Other Than an Annual General Meetings May Be Called on Not Less Than 14 Clear Days' Notice

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mega Financial Holding Co. Ltd. (frm CTB FINANCIAL HOLDING C

Y59456106

Taiwan

6/19/2009

4/20/2009

Annual

15986000

1

M

Approve 2008 Business Operations Report and Financial Statements

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mega Financial Holding Co. Ltd. (frm CTB FINANCIAL HOLDING C

Y59456106

Taiwan

6/19/2009

4/20/2009

Annual

15986000

2

M

Approve 2008 Allocation of Income and Dividends

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mega Financial Holding Co. Ltd. (frm CTB FINANCIAL HOLDING C

Y59456106

Taiwan

6/19/2009

4/20/2009

Annual

15986000

3.1

M

Elect Rong Jou Wong, Representative of Ministry of Finance ROC with Shareholder ID No. 100001

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mega Financial Holding Co. Ltd. (frm CTB FINANCIAL HOLDING C

Y59456106

Taiwan

6/19/2009

4/20/2009

Annual

15986000

3.2

M

Elect Kung-Si Shiu, Representative of Ministry of Finance ROC with Shareholder ID No. 100001

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mega Financial Holding Co. Ltd. (frm CTB FINANCIAL HOLDING C

Y59456106

Taiwan

6/19/2009

4/20/2009

Annual

15986000

4

M

Amend Articles of Association

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mega Financial Holding Co. Ltd. (frm CTB FINANCIAL HOLDING C

Y59456106

Taiwan

6/19/2009

4/20/2009

Annual

15986000

5

M

Approve Release of Restrictions on Competitive Activities of Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mega Financial Holding Co. Ltd. (frm CTB FINANCIAL HOLDING C

Y59456106

Taiwan

6/19/2009

4/20/2009

Annual

15986000

6

M

Transact Other Business (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

2

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

3

M

Approve Final Dividend of 3.4 Pence Per Ordinary Share

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

4

M

Elect Kevin O'Byrne as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

5

M

Re-elect Phil Bentley as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

6

M

Re-elect John Nelson as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

7

M

Re-elect Michael Hepher as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

8

M

Reappoint PricewaterhouseCoopers LLP as Auditors of the Company

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

9

M

Authorise the Audit Committee to Fix Remuneration of Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

10

M

Approve Increase in Authorised Share Capital from GBP 475,000,000 to GBP 624,285,660

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

11

M

Authorise Issue of Equity with Pre-emptive Rights Under a General Authority up to GBP 123,662,752 and an Additional Amount Pursuant to a Rights Issue of up to GBP 247,325,505 After Deducting Any Securities Issued Under the General Authority

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

12

M

Authorise the Company and its Subsidiaries to Make EU Political Donations to Political Parties and/or Independent Election Candidates, to Political Organisations Other Than Political Parties and Incur EU Political Expenditure up to GBP 75,000

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

13

M

Subject to the Passing of Resolution 11, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 18,549,412

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

14

M

Authorise 236,083,523 Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

15

M

Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingfisher plc

G5256E441

United Kingdom

6/3/2009

Annual

3305860

16

M

Amend Memorandum of Association

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Annual

807100

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Annual

807100

2

M

Approve Final Dividend

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Annual

807100

3a

M

Reelect Li Ka-shing as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Annual

807100

3b

M

Reelect Chow Woo Mo Fong, Susan as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Annual

807100

3c

M

Reelect Lai Kai Ming, Dominic as Director

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Annual

807100

3d

M

Reelect William Shurniak as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Annual

807100

4

M

Appoint Auditors and Authorize Board to Fix Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Annual

807100

5

M

Approve Remuneration of Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Annual

807100

6a

M

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Annual

807100

6b

M

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Annual

807100

6c

M

Authorize Reissuance of Repurchased Shares

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Annual

807100

7

M

Approve Amendments to the 2004 Partner Share Option Plan

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

Y5313K109

Taiwan

6/22/2009

4/23/2009

Annual

1849929

1

M

Approve 2008 Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

Y5313K109

Taiwan

6/22/2009

4/23/2009

Annual

1849929

2

M

Approve 2008 Allocation of Income and Dividends

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

Y5313K109

Taiwan

6/22/2009

4/23/2009

Annual

1849929

3

M

Approve Capitalization of 2008 Dividends and Employee Profit Sharing

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

Y5313K109

Taiwan

6/22/2009

4/23/2009

Annual

1849929

4

M

Approve Amendment on the Procedures for Loans to Other Parties and for Endorsement and Guarantee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

Y5313K109

Taiwan

6/22/2009

4/23/2009

Annual

1849929

5

M

Approve Release of Restrictions on Competitive Activities of Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

Y5313K109

Taiwan

6/22/2009

4/23/2009

Annual

1849929

6

M

Transact Other Business (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

5/26/2009

4/24/2009

Annual

6748000

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

5/26/2009

4/24/2009

Annual

6748000

2

M

Approve Allocation of Profit and Distirbution of Dividend for the Year Ended Dec. 31, 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

5/26/2009

4/24/2009

Annual

6748000

3

M

Reappoint KPMG and KPMG Huazhen as International and Domestic Auditors, Respectively, and Authorize Board to Fix Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

5/26/2009

4/24/2009

Annual

6748000

4a

M

Approve Issuance of Debentures

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

5/26/2009

4/24/2009

Annual

6748000

4b

M

Authorize Board to Determine Specific Terms, Conditions and Other Matters of the Debentures

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

5/26/2009

4/24/2009

Annual

6748000

5a

M

Approve Issuance of Bonds in One or More Tranches Not Exceeding RMB 30 Billion

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

5/26/2009

4/24/2009

Annual

6748000

5b

M

Authorize Board to Determine Specific Terms, Conditions and Other Matters of the Company Bonds

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

5/26/2009

4/24/2009

Annual

6748000

6

M

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

China Telecom Corporation Ltd

Y1505D102

Hong Kong

5/26/2009

4/24/2009

Annual

6748000

7

M

Authorize Board to Increase the Registered Capital of the Company and Amend the Articles of Association to Reflect Such Increase

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SIG plc

G80797106

United Kingdom

5/13/2009

Annual

2612494

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SIG plc

G80797106

United Kingdom

5/13/2009

Annual

2612494

2

M

Approve Remuneration Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SIG plc

G80797106

United Kingdom

5/13/2009

Annual

2612494

3

M

Re-elect Gareth Davies as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SIG plc

G80797106

United Kingdom

5/13/2009

Annual

2612494

4

M

Re-elect David Haxby as Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SIG plc

G80797106

United Kingdom

5/13/2009

Annual

2612494

5

M

Reappoint Deloitte LLP as Auditors and Authorise Board to Fix Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SIG plc

G80797106

United Kingdom

5/13/2009

Annual

2612494

6

M

Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of GBP 19,693,773

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SIG plc

G80797106

United Kingdom

5/13/2009

Annual

2612494

7

M

Subject to the Passing of Resolution 6, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 2,954,065

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SIG plc

G80797106

United Kingdom

5/13/2009

Annual

2612494

8

M

Authorise 59,081,000 Ordinary Shares for Market Purchase

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingboard Chemical Holdings Ltd

G52562140

Hong Kong

5/21/2009

5/18/2009

Annual

236000

1

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingboard Chemical Holdings Ltd

G52562140

Hong Kong

5/21/2009

5/18/2009

Annual

236000

2

M

Approve Final Dividend

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingboard Chemical Holdings Ltd

G52562140

Hong Kong

5/21/2009

5/18/2009

Annual

236000

3a

M

Reelect Chan Wing Kwan as Executive Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingboard Chemical Holdings Ltd

G52562140

Hong Kong

5/21/2009

5/18/2009

Annual

236000

3b

M

Reelect Cheung Wai Lin, Stephanie as Executive Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingboard Chemical Holdings Ltd

G52562140

Hong Kong

5/21/2009

5/18/2009

Annual

236000

3c

M

Reelect Henry Tan as Independent Non-Executive Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingboard Chemical Holdings Ltd

G52562140

Hong Kong

5/21/2009

5/18/2009

Annual

236000

3d

M

Reelect Lai Chung Wing, Robert as Independent Non-Executive Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingboard Chemical Holdings Ltd

G52562140

Hong Kong

5/21/2009

5/18/2009

Annual

236000

3e

M

Authorize Board to Fix the Remuneration of Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingboard Chemical Holdings Ltd

G52562140

Hong Kong

5/21/2009

5/18/2009

Annual

236000

4

M

Reappoint Auditors and Authorize Board to Fix Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingboard Chemical Holdings Ltd

G52562140

Hong Kong

5/21/2009

5/18/2009

Annual

236000

5a

M

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingboard Chemical Holdings Ltd

G52562140

Hong Kong

5/21/2009

5/18/2009

Annual

236000

5b

M

Authorize Repurchase of Up to 10 Percent of Issued Share Capital

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingboard Chemical Holdings Ltd

G52562140

Hong Kong

5/21/2009

5/18/2009

Annual

236000

5c

M

Authorize Reissuance of Repurchased Shares

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Kingboard Chemical Holdings Ltd

G52562140

Hong Kong

5/21/2009

5/18/2009

Annual

236000

6

M

Amend Articles of Association

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Special

807100

1

M

Approve HTHKH Share Option Scheme

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Special

807100

2

M

Approve CKH Master Agreement Between the Company and Cheung Kong (Hldgs.) Ltd. in Relation to the Acquisition of CKH Connected Debt Securities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Hutchison Whampoa Limited

Y38024108

Hong Kong

5/21/2009

5/13/2009

Special

807100

3

M

Approve HSE Master Agreement Between the Company and Husky Energy Inc. in Relation to the Acquisition of HSE Connected Debt Securities

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

5/26/2009

5/5/2009

Special

369107

1

M

Open Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

5/26/2009

5/5/2009

Special

369107

2

M

Elect Anthony Habgood to Supervisory Board

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Reed Elsevier NV

N73430113

Netherlands

5/26/2009

5/5/2009

Special

369107

3

M

Close Meeting

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

1

M

Accept Annual Report

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

2

M

Accept Report of the Board of Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

3

M

Accept Report of the Supervisory Committee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

4

M

Accept Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

5

M

Approve Profit Distribution Plan for the Year Ended Dec. 31, 2008

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

6

M

Reappoint Ernst & Young Hua Ming and Ernst & Young as the Company's PRC and International Auditors Respectively and Authorize Board to Fix Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

7

M

Amend Terms of Reference of the Audit Committee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

8

M

Approve Remuneration of Directors and Supervisors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

9

M

Approve Compliance of the Private Offering with the PRC Laws and Regulations

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

10

M

Approve Feasibility of the Proposed Use of Proceeds from the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

11

M

Approve Use of Proceeds from the Initial A Share Issue

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

12

M

Amend Articles of Association

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

13

M

Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

14a

M

Approve Type and Nominal Value of the Shares to Be Issued under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

14b

M

Approve Price Determination Base Date under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

14c

M

Approve Number of Shares to Be Issued under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

14d

M

Approve Target Placees and Subscription Method under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

14e

M

Approve Issue Method under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

14f

M

Approve Basis for Determining the Issue Price under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

14g

M

Approve Lock-Up Period under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

14h

M

Approve Place of Listing of the A Shares to be Issued under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

14i

M

Approve Use of Proceeds from the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

14j

M

Approve Arrangement to the Undistributed Profits of the Company Accumulated Prior to the Completion of the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

14k

M

Approve Validity Period of the Resolution Regarding the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

15

M

Approve Authorize Board to Have Discretion and Full Authority in Relation to the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Annual

9714201

16

M

Approve Private Offering Proposal

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Special

9714201

1a

M

Approve Type and Nominal Value of the Shares to Be Issued Under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Special

9714201

1b

M

Approve Price Determination Base Date Under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Special

9714201

1c

M

Approve Number of Shares to Be Issued Under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Special

9714201

1d

M

Approve Target Placees and Subscription Method Under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Special

9714201

1e

M

Approve Issue Method Under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Special

9714201

1f

M

Approve Basis for Determining the Issue Price Under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Special

9714201

1g

M

Approve Lock-Up Period Under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Special

9714201

1h

M

Approve Place of Listing of the A Shares to be Issued Under the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Special

9714201

1i

M

Approve Use of Proceeds from the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Special

9714201

1j

M

Approve Arrangement to the Undistributed Profits of the Company Accumulated Prior to the Completion of the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Special

9714201

1k

M

Approve Validity Period of the Resolution Regarding the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Special

9714201

2

M

Authorize Board to Have Discretion and Full Authority in Relation to the Private Offering

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

SHANGHAI ELECTRIC GROUP CO LTD

Y76824104

Hong Kong

6/23/2009

5/22/2009

Special

9714201

3

M

Approve Private Offering Proposal

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

1

M

Elect Director Douglas J.P. Squires

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

1

M

Elect Director Douglas J.P. Squires

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

2

M

Elect Director J. Spencer Lanthier

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

2

M

Elect Director J. Spencer Lanthier

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

3

M

Elect Director Serge Gouin

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

3

M

Elect Director Serge Gouin

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

4

M

Elect Director David H. Laidley

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

4

M

Elect Director David H. Laidley

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

5

M

Elect Director Mark Parrish

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

5

M

Elect Director Mark Parrish

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

6

M

Elect Director Laurence E. Paul

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

6

M

Elect Director Laurence E. Paul

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

7

M

Elect Director Robert N. Power

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

7

M

Elect Director Robert N. Power

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

8

M

Elect Director Lloyd M. Segal

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

8

M

Elect Director Lloyd M. Segal

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

9

M

Elect Director Louis R. Tull

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

9

M

Elect Director Louis R. Tull

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

10

M

Elect Director Michael R. Van Every

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

10

M

Elect Director Michael R. Van Every

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

11

M

Elect Director William M. Wells

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

11

M

Elect Director William M. Wells

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

12

M

Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

12

M

Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

13

M

Amend Bylaw

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

13

M

Amend Bylaw

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

14

M

Amend 2007 Equity Compensation Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

14

M

Amend 2007 Equity Compensation Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

15

S

SP 1: Include a Majority Vote Policy for Election of Directors in By-Law 1

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

15

S

SP 1: Include a Majority Vote Policy for Election of Directors in By-Law 1

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

16

S

SP 2: Amend By-Law 1 to Prohibit Director and Officer Indemnification

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

16

S

SP 2: Amend By-Law 1 to Prohibit Director and Officer Indemnification

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

17

S

SP 3: Amend Existing Director and Officer Indemnification Agreements

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

17

S

SP 3: Amend Existing Director and Officer Indemnification Agreements

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

18

S

SP 4: Amend By-Law 1 to Include Provision Regarding Proxy Solicitation Costs

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

18

S

SP 4: Amend By-Law 1 to Include Provision Regarding Proxy Solicitation Costs

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

19

S

SP 5: Amend By-Law 1 to Provide for Individual Director Elections vs a Single Slate Election

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

19

S

SP 5: Amend By-Law 1 to Provide for Individual Director Elections vs a Single Slate Election

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

20

S

SP 6: Amend Articles to Require Shareholder Approval for Any Dilutive Transactions

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

20

S

SP 6: Amend Articles to Require Shareholder Approval for Any Dilutive Transactions

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

21

S

SP 7: Amend Board Committee Charter Regarding the Company's Governance Practices

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

21

S

SP 7: Amend Board Committee Charter Regarding the Company's Governance Practices

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

22

S

SP 8: Amend Employee Agreements Regarding Termination Payments

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

22

S

SP 8: Amend Employee Agreements Regarding Termination Payments

Against

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

1

S

Elect Director Paul G. Haggis

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

1

S

Elect Director Paul G. Haggis

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

2

S

Elect Director Frank Potter

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

2

S

Elect Director Frank Potter

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

3

S

Management Nominee - Douglas J.P. Squires

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

3

S

Management Nominee - Douglas J.P. Squires

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

4

S

Management Nominee - William M. Wells

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

4

S

Management Nominee - William M. Wells

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

5

S

Management Nominee - J. Spencer Lanthier

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

5

S

Management Nominee - J. Spencer Lanthier

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

6

S

Management Nominee - David H. Laidley

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

6

S

Management Nominee - David H. Laidley

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

7

S

Management Nominee - Mark Parrish

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

7

S

Management Nominee - Mark Parrish

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

8

S

Management Nominee - Louis R. Tull

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

8

S

Management Nominee - Louis R. Tull

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

9

S

Management Nominee - Robert N. Power

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

9

S

Management Nominee - Robert N. Power

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

10

S

Management Nominee - Lloyd M. Segal

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

10

S

Management Nominee - Lloyd M. Segal

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

11

S

Management Nominee - Serge Gouin

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

11

S

Management Nominee - Serge Gouin

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

12

S

Management Nominee - Laurence E. Paul

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

12

S

Management Nominee - Laurence E. Paul

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

13

S

Management Nominee - Michael R. Van Every

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

13

S

Management Nominee - Michael R. Van Every

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

14

M

Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

14

M

Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

15

M

Amend Bylaw

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

15

M

Amend Bylaw

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

16

M

Amend 2007 Equity Compensation Plan

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

16

M

Amend 2007 Equity Compensation Plan

For

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

17

S

SP 1: Include a Majority Vote Policy for Election of Directors in By-Law 1

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

17

S

SP 1: Include a Majority Vote Policy for Election of Directors in By-Law 1

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

18

S

SP 2: Amend By-Law 1 to Prohibit Director and Officer Indemnification

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

18

S

SP 2: Amend By-Law 1 to Prohibit Director and Officer Indemnification

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

19

S

SP 3: Amend Existing Director and Officer Indemnification Agreements

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

19

S

SP 3: Amend Existing Director and Officer Indemnification Agreements

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

20

S

SP 4: Amend By-Law 1 to Include Provision Regarding Proxy Solicitation Costs

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

20

S

SP 4: Amend By-Law 1 to Include Provision Regarding Proxy Solicitation Costs

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

21

S

SP 5: Amend By-Law 1 to Provide for Individual Director Elections vs a Single Slate Election

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

21

S

SP 5: Amend By-Law 1 to Provide for Individual Director Elections vs a Single Slate Election

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

22

S

SP 6: Amend Articles to Require Shareholder Approval for Any Dilutive Transactions

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

22

S

SP 6: Amend Articles to Require Shareholder Approval for Any Dilutive Transactions

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

23

S

SP 7: Amend Board Committee Charter Regarding the Company's Governance Practices

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

23

S

SP 7: Amend Board Committee Charter Regarding the Company's Governance Practices

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

24

S

SP 8: Amend Employee Agreements Regarding Termination Payments

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Biovail Corporation

BVF

09067J109

Canada

5/28/2009

4/20/2009

Annual/Special

306000

24

S

SP 8: Amend Employee Agreements Regarding Termination Payments

None

Do Not Vote

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

6/8/2009

Special

389930

1

M

Open Meeting; Designate Inspector(s) of Minutes of Meeting

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

6/8/2009

Special

389930

2

M

Approve Transactions Between Aker Solutions AS and Companies within the Aker Group

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

6/8/2009

Special

389930

3

M

Approve Issuance of Bonds up to Aggregate Nominal Amount of NOK 2.5 Billion

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Aker Solutions ASA (formerly Aker Kvaerner)

R0180X100

Norway

6/8/2009

Special

389930

4

M

Elect Directors (Bundled)

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

1

M

Approve 2008 Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

2

M

Approve 2008 Allocation of Income and Dividends

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

3

M

Approve Capitalization of 2008 Dividends and Employee Profit Sharing

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

4

M

Amend Articles of Association

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

5

M

Amend Procedures Governing the Acquisition or Disposal of Assets

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

6

M

Approve Amendment on the Procedures for Endorsement and Guarantee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

7

M

Approve Amendment on the Procedures for Loans to Other Parties

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

8

M

Elect Directors and Supervisors

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

9

M

Approve Release of Restrictions on Competitive Activities of Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Compal Electronics Inc.

20440Y200

Taiwan

6/19/2009

4/20/2009

Annual

456842

10

M

Transact Other Business (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

1

M

Approve Allocation of Income, with a Final Dividend of JPY 35

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

2

M

Amend Articles To Reflect Digitalization of Share Certificates - Authorize Public Announcements in Electronic Format

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.1

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.2

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.3

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.4

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.5

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.6

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.7

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.8

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.9

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.1

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.11

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.12

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.13

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.14

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.15

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.16

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.17

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.18

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.19

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.2

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.21

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.22

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.23

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.24

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.25

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.26

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.27

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.28

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

3.29

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Toyota Motor Corp.

7203

J92676113

Japan

6/23/2009

3/31/2009

Annual

150500

4

M

Approve Stock Option Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

536759301

Taiwan

6/22/2009

4/23/2009

Annual/Special

541933

1

M

Approve 2008 Financial Statements and Statutory Reports

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

536759301

Taiwan

6/22/2009

4/23/2009

Annual/Special

541933

2

M

Approve 2008 Allocation of Income and Dividends

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

536759301

Taiwan

6/22/2009

4/23/2009

Annual/Special

541933

3

M

Approve Capitalization of 2008 Dividends and Employee Profit Sharing

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

536759301

Taiwan

6/22/2009

4/23/2009

Annual/Special

541933

4

M

Approve Amendment on the Procedures for Loans to Other Parties and for Endorsement and Guarantee

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

536759301

Taiwan

6/22/2009

4/23/2009

Annual/Special

541933

5

M

Approve Release of Restrictions on Competitive Activities of Directors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Lite-On Technology Corp.

536759301

Taiwan

6/22/2009

4/23/2009

Annual/Special

541933

6

M

Transact Other Business (Non-Voting)

None

None

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

1

M

Amend Articles To Reflect Digitalization of Share Certificates

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.1

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.2

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.3

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.4

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.5

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.6

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.7

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.8

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.9

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.1

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.11

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.12

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.13

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.14

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

2.15

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Sony Corp.

6758

J76379106

Japan

6/19/2009

3/31/2009

Annual

179200

3

M

Approve Stock Option Plan

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

1

M

Approve Allocation of Income, with a Final Dividend of JPY 82.5

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

2

M

Approve Reduction in Capital Reserves

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

3

M

Amend Articles To Reflect Digitalization of Share Certificates - Clarify Terms of Alternate Statutory Auditors

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.1

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.2

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.3

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.4

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.5

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.6

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.7

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.8

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.9

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.1

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.11

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.12

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.13

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.14

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.15

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.16

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.17

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

4.18

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

5.1

M

Appoint Statutory Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

5.2

M

Appoint Statutory Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

5.3

M

Appoint Statutory Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

6

M

Appoint Alternate Statutory Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

USS Co., Ltd.

4732

J9446Z105

Japan

6/24/2009

3/31/2009

Annual

107940

7

M

Approve Takeover Defense Plan (Poison Pill)

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Promise Co Ltd.

8574

J64083108

Japan

6/23/2009

3/31/2009

Annual

96150

1

M

Approve Handling of Net Loss

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Promise Co Ltd.

8574

J64083108

Japan

6/23/2009

3/31/2009

Annual

96150

2

M

Amend Articles To Reflect Digitalization of Share Certificates

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Promise Co Ltd.

8574

J64083108

Japan

6/23/2009

3/31/2009

Annual

96150

3

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Promise Co Ltd.

8574

J64083108

Japan

6/23/2009

3/31/2009

Annual

96150

4.1

M

Appoint Statutory Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Promise Co Ltd.

8574

J64083108

Japan

6/23/2009

3/31/2009

Annual

96150

4.2

M

Appoint Statutory Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Promise Co Ltd.

8574

J64083108

Japan

6/23/2009

3/31/2009

Annual

96150

5

M

Appoint Alternate Statutory Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Promise Co Ltd.

8574

J64083108

Japan

6/23/2009

3/31/2009

Annual

96150

6

M

Approve Retirement Bonuses and Special Payments in Connection with Abolition of Retirement Bonus System

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Promise Co Ltd.

8574

J64083108

Japan

6/23/2009

3/31/2009

Annual

96150

7

M

Approve Deep Discount Stock Option Plan

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

1

M

Amend Articles To Reflect Digitalization of Share Certificates

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.1

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.2

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.3

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.4

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.5

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.6

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.7

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.8

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.9

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.1

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.11

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.12

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.13

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.14

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.15

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.16

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.17

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.18

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.19

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.2

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

NGK Spark Plug Co. Ltd.

5334

J49119100

Japan

6/26/2009

3/31/2009

Annual

254000

2.21

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

1

M

Approve Allocation of Income, with a Final Dividend of JPY 5 for Ordinary Shares

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

2

M

Amend Articles To Amend Provisions on Preferred Shares to Reflect Cancellation - Reflect Digitalization of Share Certificates - Authorize Public Announcements in Electronic Format

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.1

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.2

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.3

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.4

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.5

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.6

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.7

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.8

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.9

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.1

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.11

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.12

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.13

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.14

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.15

M

Elect Director

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.16

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

3.17

M

Elect Director

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

4.1

M

Appoint Statutory Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

4.2

M

Appoint Statutory Auditor

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

4.3

M

Appoint Statutory Auditor

For

Against

Ivy Funds Variable Insurance Portfolios Inc-International Value

Mitsubishi UFJ Financial Group

8306

J44497105

Japan

6/26/2009

3/31/2009

Annual

574800

4.4

M

Appoint Statutory Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

1

M

Approve Reduction in Capital Reserves

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

2

M

Amend Articles To Reflect Digitalization of Share Certificates

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.1

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.2

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.3

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.4

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.5

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.6

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.7

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.8

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.9

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.1

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.11

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.12

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.13

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.14

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

3.15

M

Elect Director

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

4

M

Appoint Alternate Statutory Auditor

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

5

M

Appoint External Audit Firm

For

For

Ivy Funds Variable Insurance Portfolios Inc-International Value

Olympus Corp. (formerly Olympus Optical)

7733

J61240107

Japan

6/26/2009

3/31/2009

Annual

205000

6

M

Approve Takeover Defense Plan (Poison Pill)

For

Against

IVY FUNDS VIP MICRO CAP GROWTH
(until July 31, 2008, W&R Target Micro Cap Growth Portfolio)

Proxy Voting Record

N-PX Proxy Report

Account Name

Cust Bank Acct Nbr

Client Account Nbr

Name

Ticker

Security ID

Country

Meeting Date

Record Date

Cutoff date

Meeting Type

Ballot Shares

Ballot I tem Number

M or S

Item Desc

ISS Rec Vote

Mgt Rec Vote

Policy Vote Rec

Vote Cast

Voted Date

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Intervoice, Inc.

461142101

USA

07/16/08

05/30/08

07/11/08

Annual

53600

1.1

M

Elect Director David W. Brandenburg

Withhold

For

For

For

06/19/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Intervoice, Inc.

461142101

USA

07/16/08

05/30/08

07/11/08

Annual

53600

1.2

M

Elect Director Timothy W. Harris

For

For

For

For

06/19/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Intervoice, Inc.

461142101

USA

07/16/08

05/30/08

07/11/08

Annual

53600

1.3

M

Elect Director James A. Milton

Withhold

For

For

For

06/19/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Intervoice, Inc.

461142101

USA

07/16/08

05/30/08

07/11/08

Annual

53600

1.4

M

Elect Director Gerald F. Montry

For

For

For

For

06/19/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Intervoice, Inc.

461142101

USA

07/16/08

05/30/08

07/11/08

Annual

53600

1.5

M

Elect Director George C. Platt

Withhold

For

For

For

06/19/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Intervoice, Inc.

461142101

USA

07/16/08

05/30/08

07/11/08

Annual

53600

1.6

M

Elect Director Donald B. Reed

For

For

For

For

06/19/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Intervoice, Inc.

461142101

USA

07/16/08

05/30/08

07/11/08

Annual

53600

1.7

M

Elect Director Robert E. Ritchey

Withhold

For

For

For

06/19/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Intervoice, Inc.

461142101

USA

07/16/08

05/30/08

07/11/08

Annual

53600

1.8

M

Elect Director Michael J. Willner

For

For

For

For

06/19/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Intervoice, Inc.

461142101

USA

07/16/08

05/30/08

07/11/08

Annual

53600

2

M

Ratify Auditors

For

For

For

For

06/19/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Graham Corp.

GHM

384556106

USA

07/31/08

06/06/08

07/18/08

Annual

13800

1.1

M

Elect Director Gerard T. Mazurkiewicz

For

For

For

For

06/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Graham Corp.

GHM

384556106

USA

07/31/08

06/06/08

07/18/08

Annual

13800

1.2

M

Elect Director Cornelius S. Van Rees

For

For

For

For

06/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Graham Corp.

GHM

384556106

USA

07/31/08

06/06/08

07/18/08

Annual

13800

2

M

Increase Authorized Common Stock

Against

For

For

For

06/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Graham Corp.

GHM

384556106

USA

07/31/08

06/06/08

07/18/08

Annual

13800

3

M

Ratify Auditors

For

For

For

For

06/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rubicon Technology, Inc.

RBCN

78112T107

USA

07/25/08

06/02/08

07/22/08

Annual

19500

1.1

M

Elect Director Raja M. Parvez

For

For

For

For

06/26/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rubicon Technology, Inc.

RBCN

78112T107

USA

07/25/08

06/02/08

07/22/08

Annual

19500

1.2

M

Elect Director Raymond J. Spencer

For

For

For

For

06/26/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rubicon Technology, Inc.

RBCN

78112T107

USA

07/25/08

06/02/08

07/22/08

Annual

19500

2

M

Ratify Auditors

For

For

For

For

06/26/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Network Equipment Technologies, Inc.

NWK

641208103

USA

08/08/08

06/09/08

08/05/08

Annual

52100

1.1

M

Elect Director Frederick D. D'Alessio

For

For

For

For

07/18/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Network Equipment Technologies, Inc.

NWK

641208103

USA

08/08/08

06/09/08

08/05/08

Annual

52100

1.2

M

Elect Director C. Nicholas Keating, Jr.

For

For

For

For

07/18/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Network Equipment Technologies, Inc.

NWK

641208103

USA

08/08/08

06/09/08

08/05/08

Annual

52100

2

M

Ratify Auditors

For

For

For

For

07/18/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Network Equipment Technologies, Inc.

NWK

641208103

USA

08/08/08

06/09/08

08/05/08

Annual

52100

3

M

Increase Authorized Common Stock

For

For

For

For

07/18/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Network Equipment Technologies, Inc.

NWK

641208103

USA

08/08/08

06/09/08

08/05/08

Annual

52100

4

M

Approve Omnibus Stock Plan

Against

For

For

For

07/18/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rentrak Corp.

RENT

760174102

USA

08/21/08

06/24/08

08/19/08

Annual

39500

1.1

M

Elect Director Judith G. Allen

For

For

For

For

07/22/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rentrak Corp.

RENT

760174102

USA

08/21/08

06/24/08

08/19/08

Annual

39500

1.2

M

Elect Director Thomas D. Allen

For

For

For

For

07/22/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rentrak Corp.

RENT

760174102

USA

08/21/08

06/24/08

08/19/08

Annual

39500

1.3

M

Elect Director Cecil D. Andrus

For

For

For

For

07/22/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rentrak Corp.

RENT

760174102

USA

08/21/08

06/24/08

08/19/08

Annual

39500

1.4

M

Elect Director George H. Kuper

For

For

For

For

07/22/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rentrak Corp.

RENT

760174102

USA

08/21/08

06/24/08

08/19/08

Annual

39500

1.5

M

Elect Director Paul A. Rosenbaum

For

For

For

For

07/22/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rentrak Corp.

RENT

760174102

USA

08/21/08

06/24/08

08/19/08

Annual

39500

1.6

M

Elect Director Brent Rosenthal

For

For

For

For

07/22/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rentrak Corp.

RENT

760174102

USA

08/21/08

06/24/08

08/19/08

Annual

39500

1.7

M

Elect Director Ralph R. Shaw

For

For

For

For

07/22/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Abiomed, Inc.

ABMD

3654100

USA

08/13/08

06/25/08

08/08/08

Annual

40000

1.1

M

Elect Director Ronald W. Dollens

For

For

For

For

07/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Abiomed, Inc.

ABMD

3654100

USA

08/13/08

06/25/08

08/08/08

Annual

40000

1.2

M

Elect Director Desmond H. O'Connell Jr

For

For

For

For

07/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Abiomed, Inc.

ABMD

3654100

USA

08/13/08

06/25/08

08/08/08

Annual

40000

1.3

M

Elect Director Dorothy E. Puhy

For

For

For

For

07/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Abiomed, Inc.

ABMD

3654100

USA

08/13/08

06/25/08

08/08/08

Annual

40000

2

M

Approve Omnibus Stock Plan

For

For

For

For

07/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Abiomed, Inc.

ABMD

3654100

USA

08/13/08

06/25/08

08/08/08

Annual

40000

3

M

Ratify Auditors

For

For

For

For

07/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Magma Design Automation, Inc

LAVA

559181102

USA

08/29/08

07/10/08

08/26/08

Annual

20600

1.1

M

Elect Director Roy E. Jewell

For

For

For

For

08/04/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Magma Design Automation, Inc

LAVA

559181102

USA

08/29/08

07/10/08

08/26/08

Annual

20600

1.2

M

Elect Director Thomas M. Rohrs

Withhold

For

For

For

08/04/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Magma Design Automation, Inc

LAVA

559181102

USA

08/29/08

07/10/08

08/26/08

Annual

20600

2

M

Ratify Auditors

For

For

For

For

08/04/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Demandtec, Inc

DMAN

24802R506

USA

09/02/08

07/07/08

08/28/08

Annual

32900

1.1

M

Elect Director Ronald R. Baker

For

For

For

For

08/07/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Demandtec, Inc

DMAN

24802R506

USA

09/02/08

07/07/08

08/28/08

Annual

32900

1.2

M

Elect Director Linda Fayne Levinson

For

For

For

For

08/07/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Demandtec, Inc

DMAN

24802R506

USA

09/02/08

07/07/08

08/28/08

Annual

32900

2

M

Ratify Auditors

For

For

For

For

08/07/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Netscout Systems, Inc.

NTCT

64115T104

USA

09/10/08

07/14/08

09/05/08

Annual

51900

1.1

M

Elect Director Joseph G. Hadzima, Jr.

For

For

For

For

08/15/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Netscout Systems, Inc.

NTCT

64115T104

USA

09/10/08

07/14/08

09/05/08

Annual

51900

1.2

M

Elect Director Stephen G. Pearse

For

For

For

For

08/15/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Netscout Systems, Inc.

NTCT

64115T104

USA

09/10/08

07/14/08

09/05/08

Annual

51900

2

M

Ratify Auditors

For

For

For

For

08/15/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Micrus Endovascular Corporation

MEND

59518V102

USA

09/16/08

07/24/08

09/11/08

Annual

25500

1.1

M

Elect Director L. Nelson Hopkins

Withhold

For

For

For

08/20/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Micrus Endovascular Corporation

MEND

59518V102

USA

09/16/08

07/24/08

09/11/08

Annual

25500

1.2

M

Elect Director Francis J. Shammo

For

For

For

For

08/20/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Micrus Endovascular Corporation

MEND

59518V102

USA

09/16/08

07/24/08

09/11/08

Annual

25500

2

M

Ratify Auditors

For

For

For

For

08/20/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Power-One, Inc.

PWER

739308104

USA

09/05/08

08/01/08

Special

92000

1

M

Amend Conversion of Securities

Against

For

For

For

08/14/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Power-One, Inc.

PWER

739308104

USA

09/05/08

08/01/08

Special

92000

2

M

Other Business

Against

For

For

For

08/14/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DG FastChannel Inc.

DGIT

23326R109

USA

09/24/08

08/07/08

09/19/08

Special

42300

1

M

Issue Shares in Connection with Acquisition

Abstain

For

For

For

08/29/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DG FastChannel Inc.

DGIT

23326R109

USA

09/24/08

08/07/08

09/19/08

Special

42300

2

M

Adjourn Meeting

Abstain

For

For

For

08/29/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Blue Coat Systems, Inc.

BCSI

09534T508

USA

010/02/08

08/21/08

09/23/08

Annual

19600

1.1

M

Elect Director Brian M. NeSmith

For

For

For

For

09/12/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Blue Coat Systems, Inc.

BCSI

09534T508

USA

010/02/08

08/21/08

09/23/08

Annual

19600

1.2

M

Elect Director David W. Hanna

For

For

For

For

09/12/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Blue Coat Systems, Inc.

BCSI

09534T508

USA

010/02/08

08/21/08

09/23/08

Annual

19600

1.3

M

Elect Director James A. Barth

For

For

For

For

09/12/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Blue Coat Systems, Inc.

BCSI

09534T508

USA

010/02/08

08/21/08

09/23/08

Annual

19600

1.4

M

Elect Director Keith Geeslin

For

For

For

For

09/12/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Blue Coat Systems, Inc.

BCSI

09534T508

USA

010/02/08

08/21/08

09/23/08

Annual

19600

1.5

M

Elect Director Timothy A. Howes

For

For

For

For

09/12/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Blue Coat Systems, Inc.

BCSI

09534T508

USA

010/02/08

08/21/08

09/23/08

Annual

19600

1.6

M

Elect Director James R. Tolonen

For

For

For

For

09/12/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Blue Coat Systems, Inc.

BCSI

09534T508

USA

010/02/08

08/21/08

09/23/08

Annual

19600

2

M

Ratify Auditors

For

For

For

For

09/12/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Lawson Software, Inc.

LWSN

52078P102

USA

010/16/08

08/18/08

010/09/08

Annual

61300

1.1

M

Elect Director Steven C. Chang

For

For

For

For

09/24/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Lawson Software, Inc.

LWSN

52078P102

USA

010/16/08

08/18/08

010/09/08

Annual

61300

1.2

M

Elect Director Harry Debes

For

For

For

For

09/24/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Lawson Software, Inc.

LWSN

52078P102

USA

010/16/08

08/18/08

010/09/08

Annual

61300

1.3

M

Elect Director Peter Gyenes

For

For

For

For

09/24/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Lawson Software, Inc.

LWSN

52078P102

USA

010/16/08

08/18/08

010/09/08

Annual

61300

1.4

M

Elect Director David R. Hubers

For

For

For

For

09/24/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Lawson Software, Inc.

LWSN

52078P102

USA

010/16/08

08/18/08

010/09/08

Annual

61300

1.5

M

Elect Director H. Richard Lawson

For

For

For

For

09/24/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Lawson Software, Inc.

LWSN

52078P102

USA

010/16/08

08/18/08

010/09/08

Annual

61300

1.6

M

Elect Director Michael A. Rocca

For

For

For

For

09/24/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Lawson Software, Inc.

LWSN

52078P102

USA

010/16/08

08/18/08

010/09/08

Annual

61300

1.7

M

Elect Director Robert A. Schriesheim

For

For

For

For

09/24/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Lawson Software, Inc.

LWSN

52078P102

USA

010/16/08

08/18/08

010/09/08

Annual

61300

1.8

M

Elect Director Romesh Wadhwani

For

For

For

For

09/24/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Lawson Software, Inc.

LWSN

52078P102

USA

010/16/08

08/18/08

010/09/08

Annual

61300

1.9

M

Elect Director Paul Wahl

For

For

For

For

09/24/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Lawson Software, Inc.

LWSN

52078P102

USA

010/16/08

08/18/08

010/09/08

Annual

61300

2

M

Ratify Auditors

For

For

For

For

09/24/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

010/02/08

08/21/08

09/29/08

Annual

36200

1.1

M

Elect Director Jeffrey Lubell

For

For

For

For

09/15/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

010/02/08

08/21/08

09/29/08

Annual

36200

1.2

M

Elect Director Joseph Coulombe

For

For

For

For

09/15/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

010/02/08

08/21/08

09/29/08

Annual

36200

1.3

M

Elect Director G. Louis Graziadio, III

Withhold

For

For

For

09/15/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

010/02/08

08/21/08

09/29/08

Annual

36200

1.4

M

Elect Director Robert L. Harris, II

For

For

For

For

09/15/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

010/02/08

08/21/08

09/29/08

Annual

36200

1.5

M

Elect Director Mark S. Maron

For

For

For

For

09/15/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

010/02/08

08/21/08

09/29/08

Annual

36200

2

M

Approve Executive Incentive Bonus Plan

For

For

For

For

09/15/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

010/02/08

08/21/08

09/29/08

Annual

36200

3

M

Ratify Auditors

For

For

For

For

09/15/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Celadon Group, Inc.

CLDN

150838100

USA

11/14/08

09/16/08

11/12/08

Annual

36500

1.1

M

Elect Director Stephen Russell

For

For

For

For

010/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Celadon Group, Inc.

CLDN

150838100

USA

11/14/08

09/16/08

11/12/08

Annual

36500

1.2

M

Elect Director Anthony Heyworth

For

For

For

For

010/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Celadon Group, Inc.

CLDN

150838100

USA

11/14/08

09/16/08

11/12/08

Annual

36500

1.3

M

Elect Director Catherine Langham

For

For

For

For

010/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Celadon Group, Inc.

CLDN

150838100

USA

11/14/08

09/16/08

11/12/08

Annual

36500

1.4

M

Elect Director Michael Miller

For

For

For

For

010/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Celadon Group, Inc.

CLDN

150838100

USA

11/14/08

09/16/08

11/12/08

Annual

36500

1.5

M

Elect Director Paul Will

For

For

For

For

010/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Celadon Group, Inc.

CLDN

150838100

USA

11/14/08

09/16/08

11/12/08

Annual

36500

2

M

Amend Omnibus Stock Plan

For

For

For

For

010/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Celadon Group, Inc.

CLDN

150838100

USA

11/14/08

09/16/08

11/12/08

Annual

36500

3

M

Other Business

Against

For

For

For

010/23/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Eagle Test Systems, Inc.

270006109

USA

11/07/08

010/03/08

11/04/08

Special

31900

1

M

Approve Merger Agreement

For

For

For

For

010/22/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Eagle Test Systems, Inc.

270006109

USA

11/07/08

010/03/08

11/04/08

Special

31900

2

M

Adjourn Meeting

For

For

For

For

010/22/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

COGO GROUP INC

COGO

192448108

USA

12/22/08

010/31/08

12/17/08

Annual

33300

1.1

M

Elect Director Jeffrey Kang

For

For

For

For

11/14/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

COGO GROUP INC

COGO

192448108

USA

12/22/08

010/31/08

12/17/08

Annual

33300

1.2

M

Elect Director Frank Zheng

For

For

For

For

11/14/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

COGO GROUP INC

COGO

192448108

USA

12/22/08

010/31/08

12/17/08

Annual

33300

1.3

M

Elect Director Q.Y. Ma

For

For

For

For

11/14/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

COGO GROUP INC

COGO

192448108

USA

12/22/08

010/31/08

12/17/08

Annual

33300

1.4

M

Elect Director JP Gan

For

For

For

For

11/14/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

COGO GROUP INC

COGO

192448108

USA

12/22/08

010/31/08

12/17/08

Annual

33300

1.5

M

Elect Director George Mao

For

For

For

For

11/14/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

COGO GROUP INC

COGO

192448108

USA

12/22/08

010/31/08

12/17/08

Annual

33300

2

M

Ratify Auditors

For

For

For

For

11/14/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Grubb & Ellis Co.

GBE

400095204

USA

12/03/08

11/03/08

11/28/08

Proxy Contest

59300

1.1

M

Elect Director Harold H. Greene

For

For

For

For

12/03/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Grubb & Ellis Co.

GBE

400095204

USA

12/03/08

11/03/08

11/28/08

Proxy Contest

59300

1.2

M

Elect Director Devin I. Murphy

For

For

For

For

12/03/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Grubb & Ellis Co.

GBE

400095204

USA

12/03/08

11/03/08

11/28/08

Proxy Contest

59300

1.3

M

Elect Director D. Fleet Wallace

For

For

For

For

12/03/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Grubb & Ellis Co.

GBE

400095204

USA

12/03/08

11/03/08

11/28/08

Proxy Contest

59300

2

M

Ratify Auditors

For

For

For

For

12/03/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Grubb & Ellis Co.

GBE

400095204

USA

12/03/08

11/03/08

11/28/08

Proxy Contest

59300

3

S

Amend Bylaws to Require 2008 Annual Meeting to be December 3, 2008

Against

Abstain

Against

Against

12/03/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Grubb & Ellis Co.

GBE

400095204

USA

12/03/08

11/03/08

11/28/08

Proxy Contest

59300

4

S

Amend Bylaws to Require Stockholder Approval to Adjourn a Stockholders Meeting

For

Against

For

For

12/03/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Grubb & Ellis Co.

GBE

400095204

USA

12/03/08

11/03/08

11/28/08

Proxy Contest

59300

5

M

Other Business

Against

For

Against

Against

12/03/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Grubb & Ellis Co.

GBE

400095204

USA

12/03/08

11/03/08

11/28/08

Proxy Contest

59300

1.1

S

Elect Director Anthony W. Thompson

Do Not Vote

For

Do Not Vote

None

12/03/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Grubb & Ellis Co.

GBE

400095204

USA

12/03/08

11/03/08

11/28/08

Proxy Contest

59300

1.2

S

Elect Director Harold A. Ellis, Jr

Do Not Vote

For

Do Not Vote

None

12/03/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Grubb & Ellis Co.

GBE

400095204

USA

12/03/08

11/03/08

11/28/08

Proxy Contest

59300

1.3

S

Elect Director Stuart A. Tanz

Do Not Vote

For

Do Not Vote

None

12/03/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Grubb & Ellis Co.

GBE

400095204

USA

12/03/08

11/03/08

11/28/08

Proxy Contest

59300

2

M

Ratify Auditors

Do Not Vote

For

Do Not Vote

None

12/03/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Grubb & Ellis Co.

GBE

400095204

USA

12/03/08

11/03/08

11/28/08

Proxy Contest

59300

3

S

Amend Bylaws to Require 2008 Annual Meeting to be December 3, 2008

Do Not Vote

For

Do Not Vote

None

12/03/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Grubb & Ellis Co.

GBE

400095204

USA

12/03/08

11/03/08

11/28/08

Proxy Contest

59300

4

S

Amend Bylaws to Require Stockholder Approval to Adjourn a Stockholders Meeting

Do Not Vote

For

Do Not Vote

None

12/03/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phoenix Technologies Ltd.

PTEC

719153108

USA

01/22/09

11/24/08

01/19/09

Annual

43200

1

M

Elect Director Michael Clair

For

For

For

For

01/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phoenix Technologies Ltd.

PTEC

719153108

USA

01/22/09

11/24/08

01/19/09

Annual

43200

2

M

Elect Director Douglas Barnett

For

For

For

For

01/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phoenix Technologies Ltd.

PTEC

719153108

USA

01/22/09

11/24/08

01/19/09

Annual

43200

3

M

Elect Director Woodson Hobbs

For

For

For

For

01/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phoenix Technologies Ltd.

PTEC

719153108

USA

01/22/09

11/24/08

01/19/09

Annual

43200

4

M

Elect Director Richard Noling

For

For

For

For

01/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phoenix Technologies Ltd.

PTEC

719153108

USA

01/22/09

11/24/08

01/19/09

Annual

43200

5

M

Elect Director Mitchell Tuchman

For

For

For

For

01/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phoenix Technologies Ltd.

PTEC

719153108

USA

01/22/09

11/24/08

01/19/09

Annual

43200

6

M

Ratify Auditors

For

For

For

For

01/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DXP Enterprises, Inc.

DXPE

233377407

USA

12/31/08

11/21/08

12/26/08

Annual

34800

1.1

M

Elect Director David R. Little

For

For

For

For

12/12/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DXP Enterprises, Inc.

DXPE

233377407

USA

12/31/08

11/21/08

12/26/08

Annual

34800

1.2

M

Elect Director Cletus Davis

For

For

For

For

12/12/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DXP Enterprises, Inc.

DXPE

233377407

USA

12/31/08

11/21/08

12/26/08

Annual

34800

1.3

M

Elect Director Timothy P. Halter

For

For

For

For

12/12/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DXP Enterprises, Inc.

DXPE

233377407

USA

12/31/08

11/21/08

12/26/08

Annual

34800

1.4

M

Elect Director Kenneth H. Miller

For

For

For

For

12/12/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DXP Enterprises, Inc.

DXPE

233377407

USA

12/31/08

11/21/08

12/26/08

Annual

34800

1.5

M

Elect Director Charles R. Strader

For

For

For

For

12/12/08

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rochester Medical Corp.

ROCM

771497104

USA

02/03/09

12/12/08

02/02/09

Annual

24000

1.1

M

Elect Director Darnell L. Boehm

For

For

For

For

01/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rochester Medical Corp.

ROCM

771497104

USA

02/03/09

12/12/08

02/02/09

Annual

24000

1.2

M

Elect Director Anthony J. Conway

For

For

For

For

01/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rochester Medical Corp.

ROCM

771497104

USA

02/03/09

12/12/08

02/02/09

Annual

24000

1.3

M

Elect Director David A. Jonas

For

For

For

For

01/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rochester Medical Corp.

ROCM

771497104

USA

02/03/09

12/12/08

02/02/09

Annual

24000

1.4

M

Elect Director Roger W. Schnobrich

For

For

For

For

01/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Rochester Medical Corp.

ROCM

771497104

USA

02/03/09

12/12/08

02/02/09

Annual

24000

1.5

M

Elect Director Benson Smith

For

For

For

For

01/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Powell Industries, Inc.

POWL

739128106

USA

02/27/09

01/02/09

02/24/09

Annual

18900

1.1

M

Elect Director James F. Clark

For

For

For

For

01/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Powell Industries, Inc.

POWL

739128106

USA

02/27/09

01/02/09

02/24/09

Annual

18900

1.2

M

Elect Director Stephen W. Seale, Jr.

For

For

For

For

01/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Powell Industries, Inc.

POWL

739128106

USA

02/27/09

01/02/09

02/24/09

Annual

18900

1.3

M

Elect Director Robert C. Tranchon

For

For

For

For

01/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Global Traffic Network, Inc.

GNET

37947B103

USA

02/26/09

01/16/09

02/25/09

Annual

56100

1.1

M

Elect Director William L. Yde, III

For

For

For

For

02/03/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Global Traffic Network, Inc.

GNET

37947B103

USA

02/26/09

01/16/09

02/25/09

Annual

56100

1.2

M

Elect Director Dale C. Arfman

For

For

For

For

02/03/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Global Traffic Network, Inc.

GNET

37947B103

USA

02/26/09

01/16/09

02/25/09

Annual

56100

1.3

M

Elect Director Gary O. Benson

For

For

For

For

02/03/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Global Traffic Network, Inc.

GNET

37947B103

USA

02/26/09

01/16/09

02/25/09

Annual

56100

1.4

M

Elect Director Shane E. Coppola

For

For

For

For

02/03/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Global Traffic Network, Inc.

GNET

37947B103

USA

02/26/09

01/16/09

02/25/09

Annual

56100

1.5

M

Elect Director Stuart R. Romenesko

For

For

For

For

02/03/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Global Traffic Network, Inc.

GNET

37947B103

USA

02/26/09

01/16/09

02/25/09

Annual

56100

1.6

M

Elect Director Gary L. Worobow

For

For

For

For

02/03/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Global Traffic Network, Inc.

GNET

37947B103

USA

02/26/09

01/16/09

02/25/09

Annual

56100

2

M

Amend Omnibus Stock Plan

Against

For

For

For

02/03/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Global Traffic Network, Inc.

GNET

37947B103

USA

02/26/09

01/16/09

02/25/09

Annual

56100

3

M

Ratify Auditors

For

For

For

For

02/03/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Pharmasset, Inc.

VRUS

71715N106

USA

03/24/09

01/23/09

03/19/09

Annual

21700

1.1

M

Elect Director G. Steven Burrill

For

For

For

For

03/10/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Pharmasset, Inc.

VRUS

71715N106

USA

03/24/09

01/23/09

03/19/09

Annual

21700

1.2

M

Elect Director Elliot F. Hahn

For

For

For

For

03/10/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Pharmasset, Inc.

VRUS

71715N106

USA

03/24/09

01/23/09

03/19/09

Annual

21700

1.3

M

Elect Director Robert F. Williamson III

For

For

For

For

03/10/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Pharmasset, Inc.

VRUS

71715N106

USA

03/24/09

01/23/09

03/19/09

Annual

21700

2

M

Ratify Auditors

For

For

For

For

03/10/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Pharmasset, Inc.

VRUS

71715N106

USA

03/24/09

01/23/09

03/19/09

Annual

21700

3

M

Amend Omnibus Stock Plan

Against

For

For

For

03/10/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Somanetics Corporation

SMTS

834445405

USA

04/23/09

02/23/09

04/20/09

Annual

25400

1.1

M

Elect Director Daniel S. Follis

For

For

For

For

03/13/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

MDC Partners Inc.

MDZ.A

552697104

Canada

06/02/09

04/09/09

05/29/09

Annual/Special

75000

1.1

M

Elect Director Miles S. Nadal

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

MDC Partners Inc.

MDZ.A

552697104

Canada

06/02/09

04/09/09

05/29/09

Annual/Special

75000

1.2

M

Elect Director Robert J. Kamerschen

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

MDC Partners Inc.

MDZ.A

552697104

Canada

06/02/09

04/09/09

05/29/09

Annual/Special

75000

1.3

M

Elect Director Clare Copeland

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

MDC Partners Inc.

MDZ.A

552697104

Canada

06/02/09

04/09/09

05/29/09

Annual/Special

75000

1.4

M

Elect Director Thomas N. Davidson

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

MDC Partners Inc.

MDZ.A

552697104

Canada

06/02/09

04/09/09

05/29/09

Annual/Special

75000

1.5

M

Elect Director Scott L. Kauffman

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

MDC Partners Inc.

MDZ.A

552697104

Canada

06/02/09

04/09/09

05/29/09

Annual/Special

75000

1.6

M

Elect Director Michael J.L. Kirby

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

MDC Partners Inc.

MDZ.A

552697104

Canada

06/02/09

04/09/09

05/29/09

Annual/Special

75000

1.7

M

Elect Director Stephen M. Pustil

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

MDC Partners Inc.

MDZ.A

552697104

Canada

06/02/09

04/09/09

05/29/09

Annual/Special

75000

2

M

Approve BDO Seidman LLP as Auditors and Authorize Board to Fix Their Remuneration

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

MDC Partners Inc.

MDZ.A

552697104

Canada

06/02/09

04/09/09

05/29/09

Annual/Special

75000

3

M

Amend 2005 Stock Incentive Plan

Against

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

MDC Partners Inc.

MDZ.A

552697104

Canada

06/02/09

04/09/09

05/29/09

Annual/Special

75000

4

M

Amend Stock Appreciation Rights Plan

Against

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Gaiam Inc.

GAIA

36268Q103

USA

04/23/09

03/02/09

04/22/09

Annual

21000

1.1

M

Elect Director Jirka Rysavy

Withhold

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Gaiam Inc.

GAIA

36268Q103

USA

04/23/09

03/02/09

04/22/09

Annual

21000

1.2

M

Elect Director Lynn Powers

Withhold

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Gaiam Inc.

GAIA

36268Q103

USA

04/23/09

03/02/09

04/22/09

Annual

21000

1.3

M

Elect Director James Argyropoulos

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Gaiam Inc.

GAIA

36268Q103

USA

04/23/09

03/02/09

04/22/09

Annual

21000

1.4

M

Elect Director Barnet M. Feinblum

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Gaiam Inc.

GAIA

36268Q103

USA

04/23/09

03/02/09

04/22/09

Annual

21000

1.5

M

Elect Director Barbara Mowry

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Gaiam Inc.

GAIA

36268Q103

USA

04/23/09

03/02/09

04/22/09

Annual

21000

1.6

M

Elect Director Paul H. Ray

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Gaiam Inc.

GAIA

36268Q103

USA

04/23/09

03/02/09

04/22/09

Annual

21000

2

M

Approve Omnibus Stock Plan

Against

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Gaiam Inc.

GAIA

36268Q103

USA

04/23/09

03/02/09

04/22/09

Annual

21000

3

M

Approve Repricing of Options

Against

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Microtune, Inc.

TUNE

59514P109

USA

04/24/09

03/02/09

04/21/09

Annual

119100

1.1

M

Elect Director Walter S. Ciciora

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Microtune, Inc.

TUNE

59514P109

USA

04/24/09

03/02/09

04/21/09

Annual

119100

1.2

M

Elect Director James H. Clardy

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Microtune, Inc.

TUNE

59514P109

USA

04/24/09

03/02/09

04/21/09

Annual

119100

1.3

M

Elect Director Steven Craddock

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Microtune, Inc.

TUNE

59514P109

USA

04/24/09

03/02/09

04/21/09

Annual

119100

1.4

M

Elect Director James A. Fontaine

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Microtune, Inc.

TUNE

59514P109

USA

04/24/09

03/02/09

04/21/09

Annual

119100

1.5

M

Elect Director Anthony J. LeVecchio

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Microtune, Inc.

TUNE

59514P109

USA

04/24/09

03/02/09

04/21/09

Annual

119100

1.6

M

Elect Director Bernard T. Marren

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Microtune, Inc.

TUNE

59514P109

USA

04/24/09

03/02/09

04/21/09

Annual

119100

1.7

M

Elect Director Michael T. Schueppert

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Microtune, Inc.

TUNE

59514P109

USA

04/24/09

03/02/09

04/21/09

Annual

119100

1.8

M

Elect Director William P. Tai

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Microtune, Inc.

TUNE

59514P109

USA

04/24/09

03/02/09

04/21/09

Annual

119100

1.9

M

Elect Director A. Travis White

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Microtune, Inc.

TUNE

59514P109

USA

04/24/09

03/02/09

04/21/09

Annual

119100

2

M

Amend Omnibus Stock Plan

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Microtune, Inc.

TUNE

59514P109

USA

04/24/09

03/02/09

04/21/09

Annual

119100

3

M

Amend Non-Employee Director Restricted Stock Plan

For

For

For

Against

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Microtune, Inc.

TUNE

59514P109

USA

04/24/09

03/02/09

04/21/09

Annual

119100

4

M

Amend Qualified Employee Stock Purchase Plan

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Microtune, Inc.

TUNE

59514P109

USA

04/24/09

03/02/09

04/21/09

Annual

119100

5

M

Ratify Auditors

For

For

For

For

03/31/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Volcom, Inc.

VLCM

92864N101

USA

05/05/09

03/09/09

04/30/09

Annual

23600

1.1

M

Elect Director René R. Woolcott

For

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Volcom, Inc.

VLCM

92864N101

USA

05/05/09

03/09/09

04/30/09

Annual

23600

1.2

M

Elect Director Richard R. Woolcott

For

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Volcom, Inc.

VLCM

92864N101

USA

05/05/09

03/09/09

04/30/09

Annual

23600

1.3

M

Elect Director Douglas S. Ingram

For

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Volcom, Inc.

VLCM

92864N101

USA

05/05/09

03/09/09

04/30/09

Annual

23600

1.4

M

Elect Director Anthony M. Palma

For

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Volcom, Inc.

VLCM

92864N101

USA

05/05/09

03/09/09

04/30/09

Annual

23600

1.5

M

Elect Director Joseph B. Tyson

For

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Volcom, Inc.

VLCM

92864N101

USA

05/05/09

03/09/09

04/30/09

Annual

23600

1.6

M

Elect Director Carl W. Womack

For

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Volcom, Inc.

VLCM

92864N101

USA

05/05/09

03/09/09

04/30/09

Annual

23600

1.7

M

Elect Director Kevin G. Wulff

For

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Volcom, Inc.

VLCM

92864N101

USA

05/05/09

03/09/09

04/30/09

Annual

23600

2

M

Amend Omnibus Stock Plan

For

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Volcom, Inc.

VLCM

92864N101

USA

05/05/09

03/09/09

04/30/09

Annual

23600

3

M

Ratify Auditors

For

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Webster Financial Corp.

WBS

947890109

USA

04/23/09

02/19/09

04/20/09

Annual

56000

1.1

M

Elect Director Robert A. Finkenzeller

For

For

For

For

04/09/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Webster Financial Corp.

WBS

947890109

USA

04/23/09

02/19/09

04/20/09

Annual

56000

1.2

M

Elect Director Laurence C. Morse

For

For

For

For

04/09/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Webster Financial Corp.

WBS

947890109

USA

04/23/09

02/19/09

04/20/09

Annual

56000

1.3

M

Elect Director Mark Pettie

For

For

For

For

04/09/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Webster Financial Corp.

WBS

947890109

USA

04/23/09

02/19/09

04/20/09

Annual

56000

2

M

Ratify Auditors

For

For

For

For

04/09/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Webster Financial Corp.

WBS

947890109

USA

04/23/09

02/19/09

04/20/09

Annual

56000

3

M

Advisory Vote to Ratify Named Executive Officers' Compensation

For

For

For

For

04/09/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Marten Transport, Ltd.

MRTN

573075108

USA

05/05/09

03/10/09

04/30/09

Annual

16800

1.1

M

Elect Director Randolph L. Marten

For

For

For

For

04/17/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Marten Transport, Ltd.

MRTN

573075108

USA

05/05/09

03/10/09

04/30/09

Annual

16800

1.2

M

Elect Director Larry B. Hagness

Withhold

For

For

For

04/17/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Marten Transport, Ltd.

MRTN

573075108

USA

05/05/09

03/10/09

04/30/09

Annual

16800

1.3

M

Elect Director Thomas J. Winkel

Withhold

For

For

For

04/17/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Marten Transport, Ltd.

MRTN

573075108

USA

05/05/09

03/10/09

04/30/09

Annual

16800

1.4

M

Elect Director Jerry M. Bauer

Withhold

For

For

For

04/17/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Marten Transport, Ltd.

MRTN

573075108

USA

05/05/09

03/10/09

04/30/09

Annual

16800

1.5

M

Elect Director Robert L. Demorest

For

For

For

For

04/17/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Marten Transport, Ltd.

MRTN

573075108

USA

05/05/09

03/10/09

04/30/09

Annual

16800

1.6

M

Elect Director G. Larry Owens

Withhold

For

For

For

04/17/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Marten Transport, Ltd.

MRTN

573075108

USA

05/05/09

03/10/09

04/30/09

Annual

16800

2

M

Ratify Auditors

For

For

For

For

04/17/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DG FastChannel Inc.

DGIT

23326R109

USA

05/11/09

03/19/09

05/06/09

Annual

39800

1.1

M

Elect Director Omar A. Choucair

Withhold

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DG FastChannel Inc.

DGIT

23326R109

USA

05/11/09

03/19/09

05/06/09

Annual

39800

1.2

M

Elect Director David M. Kantor

Withhold

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DG FastChannel Inc.

DGIT

23326R109

USA

05/11/09

03/19/09

05/06/09

Annual

39800

1.3

M

Elect Director Lisa C. Gallagher

Withhold

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DG FastChannel Inc.

DGIT

23326R109

USA

05/11/09

03/19/09

05/06/09

Annual

39800

2

M

Amend Omnibus Stock Plan

For

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Natco Group, Inc.

NTG

63227W203

USA

05/19/09

03/20/09

05/14/09

Annual

28200

1.1

M

Elect Director Keith K. Allan

Withhold

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Natco Group, Inc.

NTG

63227W203

USA

05/19/09

03/20/09

05/14/09

Annual

28200

1.2

M

Elect Director George K. Hickox, Jr.

Withhold

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Natco Group, Inc.

NTG

63227W203

USA

05/19/09

03/20/09

05/14/09

Annual

28200

2

M

Ratify Auditors

For

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Natco Group, Inc.

NTG

63227W203

USA

05/19/09

03/20/09

05/14/09

Annual

28200

3

M

Approve Omnibus Stock Plan

Against

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Guidance Software, Inc.

GUID

401692108

USA

04/21/09

03/20/09

04/20/09

Annual

33000

1.1

M

Elect Director Shawn McCreight

For

For

For

For

04/07/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Guidance Software, Inc.

GUID

401692108

USA

04/21/09

03/20/09

04/20/09

Annual

33000

1.2

M

Elect Director Victor Limongelli

For

For

For

For

04/07/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Guidance Software, Inc.

GUID

401692108

USA

04/21/09

03/20/09

04/20/09

Annual

33000

1.3

M

Elect Director Kathleen O'Neil

For

For

For

For

04/07/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Guidance Software, Inc.

GUID

401692108

USA

04/21/09

03/20/09

04/20/09

Annual

33000

1.4

M

Elect Director Stephen Richards

For

For

For

For

04/07/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Guidance Software, Inc.

GUID

401692108

USA

04/21/09

03/20/09

04/20/09

Annual

33000

1.5

M

Elect Director Marshall Geller

For

For

For

For

04/07/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Guidance Software, Inc.

GUID

401692108

USA

04/21/09

03/20/09

04/20/09

Annual

33000

1.6

M

Elect Director Robert Van Schoonenberg

For

For

For

For

04/07/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Guidance Software, Inc.

GUID

401692108

USA

04/21/09

03/20/09

04/20/09

Annual

33000

1.7

M

Elect Director Jeff Lawrence

For

For

For

For

04/07/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Guidance Software, Inc.

GUID

401692108

USA

04/21/09

03/20/09

04/20/09

Annual

33000

2

M

Ratify Auditors

For

For

For

For

04/07/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Cardionet, Inc.

BEAT

14159L103

USA

05/08/09

03/16/09

05/01/09

Annual

12000

1.1

M

Elect Director Randy H. Thurman

Withhold

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Cardionet, Inc.

BEAT

14159L103

USA

05/08/09

03/16/09

05/01/09

Annual

12000

1.2

M

Elect Director Kirk E. Gorman

Withhold

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Cardionet, Inc.

BEAT

14159L103

USA

05/08/09

03/16/09

05/01/09

Annual

12000

2

M

Ratify Auditors

For

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Cardionet, Inc.

BEAT

14159L103

USA

05/08/09

03/16/09

05/01/09

Annual

12000

3

M

Amend Non-Employee Director Stock Option Plan

Against

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

The Ultimate Software Group, Inc.

ULTI

90385D107

USA

05/12/09

03/16/09

05/07/09

Annual

37500

1.1

M

Elect Director Marc D. Scherr

Withhold

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

The Ultimate Software Group, Inc.

ULTI

90385D107

USA

05/12/09

03/16/09

05/07/09

Annual

37500

1.2

M

Elect Director James A. FitzPatrick, Jr.

Withhold

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

The Ultimate Software Group, Inc.

ULTI

90385D107

USA

05/12/09

03/16/09

05/07/09

Annual

37500

1.3

M

Elect Director Rick A. Wilber

Withhold

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

The Ultimate Software Group, Inc.

ULTI

90385D107

USA

05/12/09

03/16/09

05/07/09

Annual

37500

2

M

Amend Omnibus Stock Plan

Against

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

The Ultimate Software Group, Inc.

ULTI

90385D107

USA

05/12/09

03/16/09

05/07/09

Annual

37500

3

M

Ratify Auditors

For

For

For

For

04/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Monolithic Power Systems, Inc.

MPWR

609839105

USA

05/21/09

03/23/09

05/18/09

Annual

16800

1.1

M

Elect Director Karen A. Smith Bogart

Withhold

For

For

For

05/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Monolithic Power Systems, Inc.

MPWR

609839105

USA

05/21/09

03/23/09

05/18/09

Annual

16800

1.2

M

Elect Director James C. Moyer

For

For

For

For

05/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Monolithic Power Systems, Inc.

MPWR

609839105

USA

05/21/09

03/23/09

05/18/09

Annual

16800

2

M

Ratify Auditors

For

For

For

For

05/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

NuVasive, Inc.

NUVA

670704105

USA

05/21/09

03/27/09

05/15/09

Annual

10600

1.1

M

Elect Director Peter C. Farrell, Ph.D.

For

For

For

For

05/08/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

NuVasive, Inc.

NUVA

670704105

USA

05/21/09

03/27/09

05/15/09

Annual

10600

1.2

M

Elect Director Lesley H. Howe

For

For

For

For

05/08/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

NuVasive, Inc.

NUVA

670704105

USA

05/21/09

03/27/09

05/15/09

Annual

10600

1.3

M

Elect Director Eileen M. More

For

For

For

For

05/08/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

NuVasive, Inc.

NUVA

670704105

USA

05/21/09

03/27/09

05/15/09

Annual

10600

2

M

Ratify Auditors

For

For

For

For

05/08/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Falconstor Software, Inc.

FALC

306137100

USA

05/08/09

03/20/09

05/05/09

Annual

59400

1.1

M

Elect Director Steven L. Bock

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Falconstor Software, Inc.

FALC

306137100

USA

05/08/09

03/20/09

05/05/09

Annual

59400

1.2

M

Elect Director Patrick B. Carney

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Falconstor Software, Inc.

FALC

306137100

USA

05/08/09

03/20/09

05/05/09

Annual

59400

2

M

Ratify Auditors

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Bruker Corp.

BRKR

116794108

USA

05/07/09

03/31/09

05/04/09

Annual

45300

1.1

M

Elect Director Tony W. Keller

Withhold

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Bruker Corp.

BRKR

116794108

USA

05/07/09

03/31/09

05/04/09

Annual

45300

1.2

M

Elect Director Richard D. Kniss

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Bruker Corp.

BRKR

116794108

USA

05/07/09

03/31/09

05/04/09

Annual

45300

1.3

M

Elect Director Joerg C. Laukien

Withhold

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Bruker Corp.

BRKR

116794108

USA

05/07/09

03/31/09

05/04/09

Annual

45300

1.4

M

Elect Director William A. Linton

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Bruker Corp.

BRKR

116794108

USA

05/07/09

03/31/09

05/04/09

Annual

45300

2

M

Ratify Auditors

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Cavium Networks Inc

CAVM

14965A101

USA

05/08/09

03/20/09

05/05/09

Annual

18000

1.1

M

Elect Director Kris Chellam

For

For

For

For

04/17/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Cavium Networks Inc

CAVM

14965A101

USA

05/08/09

03/20/09

05/05/09

Annual

18000

2

M

Ratify Auditors

For

For

For

For

04/17/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

NetLogic Microsystems, Inc.

NETL

64118B100

USA

05/15/09

03/27/09

05/12/09

Annual

21100

1.1

M

Elect Director Steven Domenik

For

For

For

For

04/27/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

NetLogic Microsystems, Inc.

NETL

64118B100

USA

05/15/09

03/27/09

05/12/09

Annual

21100

1.2

M

Elect Director Douglas Broyles

For

For

For

For

04/27/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

NetLogic Microsystems, Inc.

NETL

64118B100

USA

05/15/09

03/27/09

05/12/09

Annual

21100

2

M

Ratify Auditors

For

For

For

For

04/27/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phase Forward Inc

PFWD

71721R406

USA

05/08/09

03/13/09

05/05/09

Annual

58400

1.1

M

Elect Director Robert K. Weiler

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phase Forward Inc

PFWD

71721R406

USA

05/08/09

03/13/09

05/05/09

Annual

58400

1.2

M

Elect Director Paul A. Bleicher

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phase Forward Inc

PFWD

71721R406

USA

05/08/09

03/13/09

05/05/09

Annual

58400

1.3

M

Elect Director Axel Bichara

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phase Forward Inc

PFWD

71721R406

USA

05/08/09

03/13/09

05/05/09

Annual

58400

1.4

M

Elect Director Richard A. D'Amore

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phase Forward Inc

PFWD

71721R406

USA

05/08/09

03/13/09

05/05/09

Annual

58400

1.5

M

Elect Director Gary E. Haroian

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phase Forward Inc

PFWD

71721R406

USA

05/08/09

03/13/09

05/05/09

Annual

58400

1.6

M

Elect Director Paul G. Joubert

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phase Forward Inc

PFWD

71721R406

USA

05/08/09

03/13/09

05/05/09

Annual

58400

1.7

M

Elect Director Kenneth I. Kaitin

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phase Forward Inc

PFWD

71721R406

USA

05/08/09

03/13/09

05/05/09

Annual

58400

1.8

M

Elect Director Dennis R. Shaughnessy

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phase Forward Inc

PFWD

71721R406

USA

05/08/09

03/13/09

05/05/09

Annual

58400

2

M

Ratify Auditors

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Phase Forward Inc

PFWD

71721R406

USA

05/08/09

03/13/09

05/05/09

Annual

58400

3

M

Amend Omnibus Stock Plan

For

For

For

For

04/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Quidel Corp.

QDEL

74838J101

USA

05/12/09

03/20/09

05/07/09

Annual

56800

1.1

M

Elect Director Thomas D. Brown

For

For

For

For

04/24/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Quidel Corp.

QDEL

74838J101

USA

05/12/09

03/20/09

05/07/09

Annual

56800

1.2

M

Elect Director Douglas C. Bryant

For

For

For

For

04/24/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Quidel Corp.

QDEL

74838J101

USA

05/12/09

03/20/09

05/07/09

Annual

56800

1.3

M

Elect Director Kenneth F. Buechler

For

For

For

For

04/24/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Quidel Corp.

QDEL

74838J101

USA

05/12/09

03/20/09

05/07/09

Annual

56800

1.4

M

Elect Director Rod F. Dammeyer

For

For

For

For

04/24/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Quidel Corp.

QDEL

74838J101

USA

05/12/09

03/20/09

05/07/09

Annual

56800

1.5

M

Elect Director Mary Lake Polan

For

For

For

For

04/24/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Quidel Corp.

QDEL

74838J101

USA

05/12/09

03/20/09

05/07/09

Annual

56800

1.6

M

Elect Director Mark A. Pulido

For

For

For

For

04/24/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Quidel Corp.

QDEL

74838J101

USA

05/12/09

03/20/09

05/07/09

Annual

56800

1.7

M

Elect Director Jack W. Schuler

For

For

For

For

04/24/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Quidel Corp.

QDEL

74838J101

USA

05/12/09

03/20/09

05/07/09

Annual

56800

2

M

Ratify Auditors

For

For

For

For

04/24/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Quidel Corp.

QDEL

74838J101

USA

05/12/09

03/20/09

05/07/09

Annual

56800

3

M

Amend Omnibus Stock Plan

For

For

For

For

04/24/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Orion Marine Group Inc

ORN

68628V308

USA

05/14/09

03/31/09

05/11/09

Annual

31300

1.1

M

Elect Director Richard L. Daerr, Jr.

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Orion Marine Group Inc

ORN

68628V308

USA

05/14/09

03/31/09

05/11/09

Annual

31300

1.2

M

Elect Director J. Michael Pearson

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Orion Marine Group Inc

ORN

68628V308

USA

05/14/09

03/31/09

05/11/09

Annual

31300

2

M

Ratify Auditors

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ruths Hospitality Group, Inc.

RUTH

783332109

USA

05/21/09

03/24/09

05/20/09

Annual

24400

1.1

M

Elect Director Michael P. O'Donnell

For

For

For

For

05/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ruths Hospitality Group, Inc.

RUTH

783332109

USA

05/21/09

03/24/09

05/20/09

Annual

24400

1.2

M

Elect Director Robin P. Selati

For

For

For

For

05/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ruths Hospitality Group, Inc.

RUTH

783332109

USA

05/21/09

03/24/09

05/20/09

Annual

24400

1.3

M

Elect Director Carla R. Cooper

For

For

For

For

05/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ruths Hospitality Group, Inc.

RUTH

783332109

USA

05/21/09

03/24/09

05/20/09

Annual

24400

1.4

M

Elect Director Bannus B. Hudson

For

For

For

For

05/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ruths Hospitality Group, Inc.

RUTH

783332109

USA

05/21/09

03/24/09

05/20/09

Annual

24400

1.5

M

Elect Director Alan Vituli

For

For

For

For

05/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ruths Hospitality Group, Inc.

RUTH

783332109

USA

05/21/09

03/24/09

05/20/09

Annual

24400

2

M

Ratify Auditors

For

For

For

For

05/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Greatbatch, Inc.

GB

39153L106

USA

05/15/09

04/02/09

05/12/09

Annual

10400

1.1

M

Elect Director Pamela G. Bailey

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Greatbatch, Inc.

GB

39153L106

USA

05/15/09

04/02/09

05/12/09

Annual

10400

1.2

M

Elect Director Michael Dinkins

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Greatbatch, Inc.

GB

39153L106

USA

05/15/09

04/02/09

05/12/09

Annual

10400

1.3

M

Elect Director Thomas J. Hook

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Greatbatch, Inc.

GB

39153L106

USA

05/15/09

04/02/09

05/12/09

Annual

10400

1.4

M

Elect Director Kevin C. Melia

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Greatbatch, Inc.

GB

39153L106

USA

05/15/09

04/02/09

05/12/09

Annual

10400

1.5

M

Elect Director Dr. Joseph A. Miller, Jr.

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Greatbatch, Inc.

GB

39153L106

USA

05/15/09

04/02/09

05/12/09

Annual

10400

1.6

M

Elect Director Bill R. Sanford

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Greatbatch, Inc.

GB

39153L106

USA

05/15/09

04/02/09

05/12/09

Annual

10400

1.7

M

Elect Director Peter H. Soderberg

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Greatbatch, Inc.

GB

39153L106

USA

05/15/09

04/02/09

05/12/09

Annual

10400

1.8

M

Elect Director William B. Summers, Jr.

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Greatbatch, Inc.

GB

39153L106

USA

05/15/09

04/02/09

05/12/09

Annual

10400

1.9

M

Elect Director John P. Wareham

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Greatbatch, Inc.

GB

39153L106

USA

05/15/09

04/02/09

05/12/09

Annual

10400

1.1

M

Elect Director Dr. Helena S. Wisniewski

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Greatbatch, Inc.

GB

39153L106

USA

05/15/09

04/02/09

05/12/09

Annual

10400

2

M

Approve Omnibus Stock Plan

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Greatbatch, Inc.

GB

39153L106

USA

05/15/09

04/02/09

05/12/09

Annual

10400

3

M

Ratify Auditors

For

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

GRAND CANYON ED INC

LOPE

38526M106

USA

05/19/09

04/03/09

05/14/09

Annual

25400

1.1

M

Elect Director Brent D. Richardson

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

GRAND CANYON ED INC

LOPE

38526M106

USA

05/19/09

04/03/09

05/14/09

Annual

25400

1.2

M

Elect Director Christopher C. Richardson

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

GRAND CANYON ED INC

LOPE

38526M106

USA

05/19/09

04/03/09

05/14/09

Annual

25400

1.3

M

Elect Director Chad N. Heath

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

GRAND CANYON ED INC

LOPE

38526M106

USA

05/19/09

04/03/09

05/14/09

Annual

25400

1.4

M

Elect Director D. Mark Dorman

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

GRAND CANYON ED INC

LOPE

38526M106

USA

05/19/09

04/03/09

05/14/09

Annual

25400

1.5

M

Elect Director David J. Johnson

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

GRAND CANYON ED INC

LOPE

38526M106

USA

05/19/09

04/03/09

05/14/09

Annual

25400

1.6

M

Elect Director Jack A. Henry

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

GRAND CANYON ED INC

LOPE

38526M106

USA

05/19/09

04/03/09

05/14/09

Annual

25400

1.7

M

Elect Director Brian E. Mueller

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

GRAND CANYON ED INC

LOPE

38526M106

USA

05/19/09

04/03/09

05/14/09

Annual

25400

2

M

Ratify Auditors

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Dyax Corporation

DYAX

2.67E+7

USA

05/14/09

04/03/09

05/11/09

Annual

68300

1.1

M

Elect Director Constantine E. Anagnostopoulos

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Dyax Corporation

DYAX

2.67E+7

USA

05/14/09

04/03/09

05/11/09

Annual

68300

1.2

M

Elect Director Henry R. Lewis

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Dyax Corporation

DYAX

2.67E+7

USA

05/14/09

04/03/09

05/11/09

Annual

68300

1.3

M

Elect Director David J. McLachlan

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Dyax Corporation

DYAX

2.67E+7

USA

05/14/09

04/03/09

05/11/09

Annual

68300

2

M

Amend Omnibus Stock Plan

For

For

For

Against

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Dyax Corporation

DYAX

2.67E+7

USA

05/14/09

04/03/09

05/11/09

Annual

68300

3

M

Amend Qualified Employee Stock Purchase Plan

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Dyax Corporation

DYAX

2.67E+7

USA

05/14/09

04/03/09

05/11/09

Annual

68300

4

M

Ratify Auditors

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Omniture, Inc.

OMTR

68212S109

USA

05/13/09

03/16/09

05/08/09

Annual

57769

1.1

M

Elect Director Dana L. Evan

For

For

For

For

04/24/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Omniture, Inc.

OMTR

68212S109

USA

05/13/09

03/16/09

05/08/09

Annual

57769

1.2

M

Elect Director Joshua G. James

For

For

For

For

04/24/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Omniture, Inc.

OMTR

68212S109

USA

05/13/09

03/16/09

05/08/09

Annual

57769

1.3

M

Elect Director Rory T. O'Driscoll

For

For

For

For

04/24/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Omniture, Inc.

OMTR

68212S109

USA

05/13/09

03/16/09

05/08/09

Annual

57769

2

M

Ratify Auditors

For

For

For

For

04/24/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

06/02/09

03/23/09

05/15/09

Annual

35200

1.1

M

Elect Director Jeffrey Lubell

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

06/02/09

03/23/09

05/15/09

Annual

35200

1.2

M

Elect Director Marcello Bottoli

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

06/02/09

03/23/09

05/15/09

Annual

35200

1.3

M

Elect Director Joseph Coulombe

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

06/02/09

03/23/09

05/15/09

Annual

35200

1.4

M

Elect Director G. Louis Graziadio, III

Withhold

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

06/02/09

03/23/09

05/15/09

Annual

35200

1.5

M

Elect Director Robert L. Harris, II

Withhold

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

06/02/09

03/23/09

05/15/09

Annual

35200

1.6

M

Elect Director Mark S. Maron

Withhold

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

06/02/09

03/23/09

05/15/09

Annual

35200

2

M

Approve Omnibus Stock Plan

Against

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

True Religion Apparel, Inc.

TRLG

89784N104

USA

06/02/09

03/23/09

05/15/09

Annual

35200

3

M

Ratify Auditors

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

COMPELLENT TECHNOLOGIES INC

CML

20452A108

USA

05/21/09

04/08/09

05/20/09

Annual

27800

1.1

M

Elect Director Neel Sarkar

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

COMPELLENT TECHNOLOGIES INC

CML

20452A108

USA

05/21/09

04/08/09

05/20/09

Annual

27800

1.2

M

Elect Director R. David Spreng

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

COMPELLENT TECHNOLOGIES INC

CML

20452A108

USA

05/21/09

04/08/09

05/20/09

Annual

27800

1.3

M

Elect Director Duston M. Williams

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

COMPELLENT TECHNOLOGIES INC

CML

20452A108

USA

05/21/09

04/08/09

05/20/09

Annual

27800

2

M

Ratify Auditors

For

For

For

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Mellanox Technologies Ltd.

M51363113

Israel

05/18/09

04/08/09

05/15/09

Annual

23000

S

For

05/04/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Red Robin Gourmet Burgers Inc

RRGB

75689M101

USA

05/28/09

04/06/09

05/25/09

Annual

14400

1.1

M

Elect Director J. Taylor Simonton

Withhold

For

For

For

05/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Red Robin Gourmet Burgers Inc

RRGB

75689M101

USA

05/28/09

04/06/09

05/25/09

Annual

14400

1.2

M

Elect Director James T. Rothe

Withhold

For

For

For

05/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Red Robin Gourmet Burgers Inc

RRGB

75689M101

USA

05/28/09

04/06/09

05/25/09

Annual

14400

1.3

M

Elect Director Richard J. Howell

Withhold

For

For

For

05/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Red Robin Gourmet Burgers Inc

RRGB

75689M101

USA

05/28/09

04/06/09

05/25/09

Annual

14400

2

M

Ratify Auditors

For

For

For

For

05/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Genoptix, Inc.

GXDX

37243V100

USA

06/02/09

04/09/09

05/28/09

Annual

16200

1.1

M

Elect Director Laurence R. McCarthy, Ph.D.

For

For

For

For

05/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Genoptix, Inc.

GXDX

37243V100

USA

06/02/09

04/09/09

05/28/09

Annual

16200

1.2

M

Elect Director Christine A. White, M.D.

For

For

For

For

05/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Genoptix, Inc.

GXDX

37243V100

USA

06/02/09

04/09/09

05/28/09

Annual

16200

2

M

Ratify Auditors

For

For

For

For

05/14/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Amerigon Inc.

ARGN

03070L300

USA

05/14/09

04/09/09

05/11/09

Annual

57900

1.1

M

Elect Director Lon E. Bell

Withhold

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Amerigon Inc.

ARGN

03070L300

USA

05/14/09

04/09/09

05/11/09

Annual

57900

1.2

M

Elect Director John M. Devine

Withhold

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Amerigon Inc.

ARGN

03070L300

USA

05/14/09

04/09/09

05/11/09

Annual

57900

1.3

M

Elect Director James J. Paulsen

Withhold

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Amerigon Inc.

ARGN

03070L300

USA

05/14/09

04/09/09

05/11/09

Annual

57900

1.4

M

Elect Director Francois J. Castaing

Withhold

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Amerigon Inc.

ARGN

03070L300

USA

05/14/09

04/09/09

05/11/09

Annual

57900

1.5

M

Elect Director Maurice E.p. Gunderson

Withhold

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Amerigon Inc.

ARGN

03070L300

USA

05/14/09

04/09/09

05/11/09

Annual

57900

1.6

M

Elect Director Daniel R. Coker

Withhold

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Amerigon Inc.

ARGN

03070L300

USA

05/14/09

04/09/09

05/11/09

Annual

57900

1.7

M

Elect Director Oscar B. Marx III

Withhold

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Amerigon Inc.

ARGN

03070L300

USA

05/14/09

04/09/09

05/11/09

Annual

57900

2

M

Amend Omnibus Stock Plan

Against

For

For

For

05/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

PROS HOLDINGS INC

PRO

74346Y103

USA

06/04/09

04/09/09

06/01/09

Annual

27200

1.1

M

Director Ellen Keszler

For

For

For

For

05/15/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

PROS HOLDINGS INC

PRO

74346Y103

USA

06/04/09

04/09/09

06/01/09

Annual

27200

1.2

M

Director William Russell

For

For

For

For

05/15/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

PROS HOLDINGS INC

PRO

74346Y103

USA

06/04/09

04/09/09

06/01/09

Annual

27200

2

M

Ratify Auditors

For

For

For

For

05/15/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

InterMune, Inc.

ITMN

45884X103

USA

05/21/09

03/31/09

05/13/09

Annual

38100

1.1

M

Elect Director Lars G. Ekman

For

For

For

For

05/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

InterMune, Inc.

ITMN

45884X103

USA

05/21/09

03/31/09

05/13/09

Annual

38100

1.2

M

Elect Director Jonathan S. Leff

For

For

For

For

05/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

InterMune, Inc.

ITMN

45884X103

USA

05/21/09

03/31/09

05/13/09

Annual

38100

2

M

Ratify Auditors

For

For

For

For

05/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

InterMune, Inc.

ITMN

45884X103

USA

05/21/09

03/31/09

05/13/09

Annual

38100

3

M

Increase Authorized Common Stock

For

For

For

For

05/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

InterMune, Inc.

ITMN

45884X103

USA

05/21/09

03/31/09

05/13/09

Annual

38100

4

M

Amend Omnibus Stock Plan

For

For

For

For

05/06/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

McCormick & Schmicks Seafood Restaurants, Inc.

MSSR

579793100

USA

05/21/09

04/07/09

05/20/09

Annual

25600

1

M

Elect Director J. Rice Edmonds

For

For

For

For

05/05/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

McCormick & Schmicks Seafood Restaurants, Inc.

MSSR

579793100

USA

05/21/09

04/07/09

05/20/09

Annual

25600

2

M

Elect Director William T. Freeman

For

For

For

For

05/05/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

McCormick & Schmicks Seafood Restaurants, Inc.

MSSR

579793100

USA

05/21/09

04/07/09

05/20/09

Annual

25600

3

M

Elect Director Emanuel N. Hilario

For

For

For

For

05/05/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

McCormick & Schmicks Seafood Restaurants, Inc.

MSSR

579793100

USA

05/21/09

04/07/09

05/20/09

Annual

25600

4

M

Elect Director Elliott H. Jurgensen, Jr.

For

For

For

For

05/05/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

McCormick & Schmicks Seafood Restaurants, Inc.

MSSR

579793100

USA

05/21/09

04/07/09

05/20/09

Annual

25600

5

M

Elect Director Jeffrey D. Klein

For

For

For

For

05/05/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

McCormick & Schmicks Seafood Restaurants, Inc.

MSSR

579793100

USA

05/21/09

04/07/09

05/20/09

Annual

25600

6

M

Elect Director James R. Parish

For

For

For

For

05/05/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

McCormick & Schmicks Seafood Restaurants, Inc.

MSSR

579793100

USA

05/21/09

04/07/09

05/20/09

Annual

25600

7

M

Elect Director David B. Pittaway

For

For

For

For

05/05/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

McCormick & Schmicks Seafood Restaurants, Inc.

MSSR

579793100

USA

05/21/09

04/07/09

05/20/09

Annual

25600

8

M

Elect Director Douglas L. Schmick

For

For

For

For

05/05/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

McCormick & Schmicks Seafood Restaurants, Inc.

MSSR

579793100

USA

05/21/09

04/07/09

05/20/09

Annual

25600

9

M

Ratify Auditors

For

For

For

For

05/05/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Netezza Corporation

NZ

64111N101

USA

06/05/09

04/13/09

06/02/09

Annual

33500

1.1

M

Elect Director Francis A. Dramis, Jr.

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Netezza Corporation

NZ

64111N101

USA

06/05/09

04/13/09

06/02/09

Annual

33500

1.2

M

Elect Director Jitendra S. Saxena

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Netezza Corporation

NZ

64111N101

USA

06/05/09

04/13/09

06/02/09

Annual

33500

2

M

Amend Omnibus Stock Plan

Against

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Netezza Corporation

NZ

64111N101

USA

06/05/09

04/13/09

06/02/09

Annual

33500

3

M

Ratify Auditors

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Questcor Pharmaceuticals, Inc.

QCOR

74835Y101

USA

05/29/09

04/03/09

05/21/09

Annual

120000

1.1

M

Elect Director Don M. Bailey

For

For

For

For

05/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Questcor Pharmaceuticals, Inc.

QCOR

74835Y101

USA

05/29/09

04/03/09

05/21/09

Annual

120000

1.2

M

Elect Director Virgil D. Thompson

For

For

For

For

05/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Questcor Pharmaceuticals, Inc.

QCOR

74835Y101

USA

05/29/09

04/03/09

05/21/09

Annual

120000

1.3

M

Elect Director Neal C. Bradsher

For

For

For

For

05/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Questcor Pharmaceuticals, Inc.

QCOR

74835Y101

USA

05/29/09

04/03/09

05/21/09

Annual

120000

1.4

M

Elect Director David Young

For

For

For

For

05/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Questcor Pharmaceuticals, Inc.

QCOR

74835Y101

USA

05/29/09

04/03/09

05/21/09

Annual

120000

1.5

M

Elect Director Stephen C. Farrell

For

For

For

For

05/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Questcor Pharmaceuticals, Inc.

QCOR

74835Y101

USA

05/29/09

04/03/09

05/21/09

Annual

120000

2

M

Ratify Auditors

For

For

For

For

05/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

CITI Trends Inc

CTRN

17306X102

USA

05/27/09

03/30/09

05/22/09

Annual

28300

1.1

M

Elect Director R. David Alexander, Jr.

For

For

For

For

05/12/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

CITI Trends Inc

CTRN

17306X102

USA

05/27/09

03/30/09

05/22/09

Annual

28300

1.2

M

Elect Director Patricia M. Luzier

For

For

For

For

05/12/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

CITI Trends Inc

CTRN

17306X102

USA

05/27/09

03/30/09

05/22/09

Annual

28300

2

M

Approve Executive Incentive Bonus Plan

For

For

For

For

05/12/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

CITI Trends Inc

CTRN

17306X102

USA

05/27/09

03/30/09

05/22/09

Annual

28300

3

M

Ratify Auditors

For

For

For

For

05/12/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Neutral Tandem, Inc.

TNDM

64128B108

USA

05/28/09

04/15/09

05/25/09

Annual

16600

1.1

M

Elect Director Rian J. Wren

For

For

For

For

05/12/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Neutral Tandem, Inc.

TNDM

64128B108

USA

05/28/09

04/15/09

05/25/09

Annual

16600

1.2

M

Elect Director James P. Hynes

For

For

For

For

05/12/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Neutral Tandem, Inc.

TNDM

64128B108

USA

05/28/09

04/15/09

05/25/09

Annual

16600

1.3

M

Elect Director Dixon R. Doll

For

For

For

For

05/12/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Neutral Tandem, Inc.

TNDM

64128B108

USA

05/28/09

04/15/09

05/25/09

Annual

16600

1.4

M

Elect Director Peter J. Barris

For

For

For

For

05/12/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Neutral Tandem, Inc.

TNDM

64128B108

USA

05/28/09

04/15/09

05/25/09

Annual

16600

1.5

M

Elect Director Robert C. Hawk

For

For

For

For

05/12/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Neutral Tandem, Inc.

TNDM

64128B108

USA

05/28/09

04/15/09

05/25/09

Annual

16600

1.6

M

Elect Director Lawrence M. Ingeneri

For

For

For

For

05/12/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Neutral Tandem, Inc.

TNDM

64128B108

USA

05/28/09

04/15/09

05/25/09

Annual

16600

1.7

M

Elect Director G. Edward Evans

For

For

For

For

05/12/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Neutral Tandem, Inc.

TNDM

64128B108

USA

05/28/09

04/15/09

05/25/09

Annual

16600

2

M

Ratify Auditors

For

For

For

For

05/12/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Blackbaud, Inc.

BLKB

09227Q100

USA

06/16/09

04/20/09

06/11/09

Annual

26900

1.1

M

Elect Director George H. Ellis

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Blackbaud, Inc.

BLKB

09227Q100

USA

06/16/09

04/20/09

06/11/09

Annual

26900

1.2

M

Elect Director Andrew M. Leitch

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Blackbaud, Inc.

BLKB

09227Q100

USA

06/16/09

04/20/09

06/11/09

Annual

26900

2

M

Amended Certificate of Incorporation to Permit a Business Combination with Hellman & Friedman

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Blackbaud, Inc.

BLKB

09227Q100

USA

06/16/09

04/20/09

06/11/09

Annual

26900

3

M

Ratify Auditors

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

CONSTANT CONTACT INC

CTCT

210313102

USA

06/02/09

04/08/09

06/01/09

Annual

22300

1.1

M

Elect Director John Campbell

For

For

For

For

05/13/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

CONSTANT CONTACT INC

CTCT

210313102

USA

06/02/09

04/08/09

06/01/09

Annual

22300

1.2

M

Elect Director Daniel T. H. Nye

For

For

For

For

05/13/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

CONSTANT CONTACT INC

CTCT

210313102

USA

06/02/09

04/08/09

06/01/09

Annual

22300

2

M

Ratify Auditors

For

For

For

For

05/13/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

SuperGen, Inc.

SUPG

868059106

USA

06/11/09

04/21/09

06/10/09

Annual

121700

1.1

M

Elect Director Charles J. Casamento

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

SuperGen, Inc.

SUPG

868059106

USA

06/11/09

04/21/09

06/10/09

Annual

121700

1.2

M

Elect Director Thomas V. Girardi

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

SuperGen, Inc.

SUPG

868059106

USA

06/11/09

04/21/09

06/10/09

Annual

121700

1.3

M

Elect Director Allan R. Goldberg

Withhold

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

SuperGen, Inc.

SUPG

868059106

USA

06/11/09

04/21/09

06/10/09

Annual

121700

1.4

M

Elect Director Walter J. Lack

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

SuperGen, Inc.

SUPG

868059106

USA

06/11/09

04/21/09

06/10/09

Annual

121700

1.5

M

Elect Director James S.J. Manuso

Withhold

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

SuperGen, Inc.

SUPG

868059106

USA

06/11/09

04/21/09

06/10/09

Annual

121700

1.6

M

Elect Director Michael D. Young

Withhold

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

SuperGen, Inc.

SUPG

868059106

USA

06/11/09

04/21/09

06/10/09

Annual

121700

2

M

Ratify Auditors

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

T-3 Energy Services Inc

TTES

8.73E+1

USA

06/04/09

04/09/09

06/01/09

Annual

30700

1.1

M

Elect Director James M. Tidwell

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

T-3 Energy Services Inc

TTES

8.73E+1

USA

06/04/09

04/09/09

06/01/09

Annual

30700

1.2

M

Elect Director Robert L. Ayers

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

T-3 Energy Services Inc

TTES

8.73E+1

USA

06/04/09

04/09/09

06/01/09

Annual

30700

1.3

M

Elect Director Thomas R. Bates, Jr.

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

T-3 Energy Services Inc

TTES

8.73E+1

USA

06/04/09

04/09/09

06/01/09

Annual

30700

2

M

Amend Omnibus Stock Plan

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

T-3 Energy Services Inc

TTES

8.73E+1

USA

06/04/09

04/09/09

06/01/09

Annual

30700

3

M

Ratify Auditors

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

T-3 Energy Services Inc

TTES

8.73E+1

USA

06/04/09

04/09/09

06/01/09

Annual

30700

4

M

Other Business

Against

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

athenahealth, Inc.

ATHN

04685W103

USA

06/11/09

04/15/09

06/08/09

Annual

7700

1.1

M

Elect Director Richard N. Foster

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

athenahealth, Inc.

ATHN

04685W103

USA

06/11/09

04/15/09

06/08/09

Annual

7700

1.2

M

Elect Director Ann H. Lamont

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

athenahealth, Inc.

ATHN

04685W103

USA

06/11/09

04/15/09

06/08/09

Annual

7700

1.3

M

Elect Director James L. Mann

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

athenahealth, Inc.

ATHN

04685W103

USA

06/11/09

04/15/09

06/08/09

Annual

7700

2

M

Ratify Auditors

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Auxilium Pharmaceuticals, Inc.

AUXL

05334D107

USA

06/10/09

04/16/09

06/05/09

Annual

25000

1.1

M

Elect Director Rolf A. Classon

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Auxilium Pharmaceuticals, Inc.

AUXL

05334D107

USA

06/10/09

04/16/09

06/05/09

Annual

25000

1.2

M

Elect Director Al Altomari

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Auxilium Pharmaceuticals, Inc.

AUXL

05334D107

USA

06/10/09

04/16/09

06/05/09

Annual

25000

1.3

M

Elect Director Armando Anido

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Auxilium Pharmaceuticals, Inc.

AUXL

05334D107

USA

06/10/09

04/16/09

06/05/09

Annual

25000

1.4

M

Elect Director Edwin A. Bescherer, Jr.

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Auxilium Pharmaceuticals, Inc.

AUXL

05334D107

USA

06/10/09

04/16/09

06/05/09

Annual

25000

1.5

M

Elect Director P.o. Chambon

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Auxilium Pharmaceuticals, Inc.

AUXL

05334D107

USA

06/10/09

04/16/09

06/05/09

Annual

25000

1.6

M

Elect Director Oliver S. Fetzer

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Auxilium Pharmaceuticals, Inc.

AUXL

05334D107

USA

06/10/09

04/16/09

06/05/09

Annual

25000

1.7

M

Elect Director Renato Fuchs

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Auxilium Pharmaceuticals, Inc.

AUXL

05334D107

USA

06/10/09

04/16/09

06/05/09

Annual

25000

1.8

M

Elect Director Dennis Langer

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Auxilium Pharmaceuticals, Inc.

AUXL

05334D107

USA

06/10/09

04/16/09

06/05/09

Annual

25000

1.9

M

Elect Director William T. McKee

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Auxilium Pharmaceuticals, Inc.

AUXL

05334D107

USA

06/10/09

04/16/09

06/05/09

Annual

25000

2

M

Amend Omnibus Stock Plan

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Auxilium Pharmaceuticals, Inc.

AUXL

05334D107

USA

06/10/09

04/16/09

06/05/09

Annual

25000

3

M

Ratify Auditors

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Natural Gas Services Group, Inc

NGS

63886Q109

USA

06/16/09

04/27/09

06/15/09

Annual

22800

1.1

M

Elect Director Alan A. Baker

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Natural Gas Services Group, Inc

NGS

63886Q109

USA

06/16/09

04/27/09

06/15/09

Annual

22800

1.2

M

Elect Director William F. Hughes, Jr.

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Natural Gas Services Group, Inc

NGS

63886Q109

USA

06/16/09

04/27/09

06/15/09

Annual

22800

2

M

Approve Restricted Stock Plan

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Natural Gas Services Group, Inc

NGS

63886Q109

USA

06/16/09

04/27/09

06/15/09

Annual

22800

3

M

Amend Stock Option Plan

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Natural Gas Services Group, Inc

NGS

63886Q109

USA

06/16/09

04/27/09

06/15/09

Annual

22800

4

M

Ratify Auditors

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

BJS Restaurants Inc

BJRI

09180C106

USA

06/03/09

04/20/09

05/29/09

Annual

18400

1.1

M

Elect Director Gerald W. Deitchle

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

BJS Restaurants Inc

BJRI

09180C106

USA

06/03/09

04/20/09

05/29/09

Annual

18400

1.2

M

Elect Director James A. Dal Pozzo

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

BJS Restaurants Inc

BJRI

09180C106

USA

06/03/09

04/20/09

05/29/09

Annual

18400

1.3

M

Elect Director J. Roger King

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

BJS Restaurants Inc

BJRI

09180C106

USA

06/03/09

04/20/09

05/29/09

Annual

18400

1.4

M

Elect Director Shann M. Brassfield

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

BJS Restaurants Inc

BJRI

09180C106

USA

06/03/09

04/20/09

05/29/09

Annual

18400

1.5

M

Elect Director Larry D. Bouts

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

BJS Restaurants Inc

BJRI

09180C106

USA

06/03/09

04/20/09

05/29/09

Annual

18400

1.6

M

Elect Director John F. Grundhofer

Withhold

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

BJS Restaurants Inc

BJRI

09180C106

USA

06/03/09

04/20/09

05/29/09

Annual

18400

1.7

M

Elect Director Peter A. Bassi

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

BJS Restaurants Inc

BJRI

09180C106

USA

06/03/09

04/20/09

05/29/09

Annual

18400

2

M

Ratify Auditors

For

For

For

For

05/18/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Obagi Medical Products, Inc.

OMPI

67423R108

USA

06/11/09

04/21/09

06/10/09

Annual

45000

1.1

M

Elect Director Steven R. Carlson

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Obagi Medical Products, Inc.

OMPI

67423R108

USA

06/11/09

04/21/09

06/10/09

Annual

45000

1.2

M

Elect Director Albert J. Fitzgibbons III

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Obagi Medical Products, Inc.

OMPI

67423R108

USA

06/11/09

04/21/09

06/10/09

Annual

45000

1.3

M

Elect Director John A. Bartholdson

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Obagi Medical Products, Inc.

OMPI

67423R108

USA

06/11/09

04/21/09

06/10/09

Annual

45000

1.4

M

Elect Director John H. Duerden

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Obagi Medical Products, Inc.

OMPI

67423R108

USA

06/11/09

04/21/09

06/10/09

Annual

45000

1.5

M

Elect Director Edward A. Grant

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Obagi Medical Products, Inc.

OMPI

67423R108

USA

06/11/09

04/21/09

06/10/09

Annual

45000

1.6

M

Elect Director Albert F. Hummel

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Obagi Medical Products, Inc.

OMPI

67423R108

USA

06/11/09

04/21/09

06/10/09

Annual

45000

1.7

M

Elect Director Ronald P. Badie

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Obagi Medical Products, Inc.

OMPI

67423R108

USA

06/11/09

04/21/09

06/10/09

Annual

45000

2

M

Ratify Auditors

For

For

For

For

05/22/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ultralife Corp.

ULBI

903899102

USA

06/09/09

04/15/09

06/04/09

Annual

45000

1.1

M

Elect Director Carole Lewis Anderson

For

For

For

For

05/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ultralife Corp.

ULBI

903899102

USA

06/09/09

04/15/09

06/04/09

Annual

45000

1.2

M

Elect Director Patricia C. Barron

For

For

For

For

05/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ultralife Corp.

ULBI

903899102

USA

06/09/09

04/15/09

06/04/09

Annual

45000

1.3

M

Elect Director Anthony J. Cavanna

For

For

For

For

05/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ultralife Corp.

ULBI

903899102

USA

06/09/09

04/15/09

06/04/09

Annual

45000

1.4

M

Elect Director Paula H. J. Cholmondeley

For

For

For

For

05/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ultralife Corp.

ULBI

903899102

USA

06/09/09

04/15/09

06/04/09

Annual

45000

1.5

M

Elect Director Daniel W. Christman

For

For

For

For

05/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ultralife Corp.

ULBI

903899102

USA

06/09/09

04/15/09

06/04/09

Annual

45000

1.6

M

Elect Director John D. Kavazanjian

For

For

For

For

05/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ultralife Corp.

ULBI

903899102

USA

06/09/09

04/15/09

06/04/09

Annual

45000

1.7

M

Elect Director Ranjit C. Singh

For

For

For

For

05/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ultralife Corp.

ULBI

903899102

USA

06/09/09

04/15/09

06/04/09

Annual

45000

1.8

M

Elect Director Bradford T. Whitmore

For

For

For

For

05/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Ultralife Corp.

ULBI

903899102

USA

06/09/09

04/15/09

06/04/09

Annual

45000

2

M

Ratify Auditors

For

For

For

For

05/21/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

The Spectranetics Corp.

SPNC

84760C107

USA

06/10/09

04/14/09

06/05/09

Annual

91500

1.1

M

Elect Director David G. Blackburn

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

The Spectranetics Corp.

SPNC

84760C107

USA

06/10/09

04/14/09

06/05/09

Annual

91500

1.2

M

Elect Director R. John Fletcher

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

The Spectranetics Corp.

SPNC

84760C107

USA

06/10/09

04/14/09

06/05/09

Annual

91500

1.3

M

Elect Director Craig M. Walker, M.D.

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

The Spectranetics Corp.

SPNC

84760C107

USA

06/10/09

04/14/09

06/05/09

Annual

91500

2

M

Approve Increase in Size of Board

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

The Spectranetics Corp.

SPNC

84760C107

USA

06/10/09

04/14/09

06/05/09

Annual

91500

3

M

Amend Omnibus Stock Plan

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

The Spectranetics Corp.

SPNC

84760C107

USA

06/10/09

04/14/09

06/05/09

Annual

91500

4

M

Ratify Auditors

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Health Grades, Inc.

HGRD

42218Q102

USA

06/24/09

04/27/09

06/23/09

Annual

127100

1.1

M

Elect Director Kerry R. Hicks

For

For

For

For

06/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Health Grades, Inc.

HGRD

42218Q102

USA

06/24/09

04/27/09

06/23/09

Annual

127100

1.2

M

Elect Director Leslie S. Matthews, M.D.

For

For

For

For

06/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Health Grades, Inc.

HGRD

42218Q102

USA

06/24/09

04/27/09

06/23/09

Annual

127100

1.3

M

Elect Director John J. Quattrone

For

For

For

For

06/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Health Grades, Inc.

HGRD

42218Q102

USA

06/24/09

04/27/09

06/23/09

Annual

127100

1.4

M

Elect Director Mary Boland

For

For

For

For

06/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Health Grades, Inc.

HGRD

42218Q102

USA

06/24/09

04/27/09

06/23/09

Annual

127100

1.5

M

Elect Director Mats Wahlstrom

For

For

For

For

06/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Brigham Exploration Company

BEXP

109178103

USA

06/19/09

04/28/09

05/25/09

Annual

53000

1.1

M

Elect Director Ben M. Brigham

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Brigham Exploration Company

BEXP

109178103

USA

06/19/09

04/28/09

05/25/09

Annual

53000

1.2

M

Elect Director David T. Brigham

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Brigham Exploration Company

BEXP

109178103

USA

06/19/09

04/28/09

05/25/09

Annual

53000

1.3

M

Elect Director Harold D. Carter

Withhold

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Brigham Exploration Company

BEXP

109178103

USA

06/19/09

04/28/09

05/25/09

Annual

53000

1.4

M

Elect Director Stephen C. Hurley

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Brigham Exploration Company

BEXP

109178103

USA

06/19/09

04/28/09

05/25/09

Annual

53000

1.5

M

Elect Director Stephen P. Reynolds

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Brigham Exploration Company

BEXP

109178103

USA

06/19/09

04/28/09

05/25/09

Annual

53000

1.6

M

Elect Director Hobart A. Smith

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Brigham Exploration Company

BEXP

109178103

USA

06/19/09

04/28/09

05/25/09

Annual

53000

1.7

M

Elect Director Scott W. Tinker

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Brigham Exploration Company

BEXP

109178103

USA

06/19/09

04/28/09

05/25/09

Annual

53000

2

M

Ratify Auditors

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Brigham Exploration Company

BEXP

109178103

USA

06/19/09

04/28/09

05/25/09

Annual

53000

3

M

Amend Omnibus Stock Plan

For

For

For

Against

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Brigham Exploration Company

BEXP

109178103

USA

06/19/09

04/28/09

05/25/09

Annual

53000

4

M

Approve Stock Option Grants

Against

For

For

Against

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Idenix Pharmaceuticals, Inc.

IDIX

45166R204

USA

06/02/09

04/09/09

05/28/09

Annual

44600

1.1

M

Elect Director Jean-Pierre Sommadossi

For

For

For

For

05/13/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Idenix Pharmaceuticals, Inc.

IDIX

45166R204

USA

06/02/09

04/09/09

05/28/09

Annual

44600

1.2

M

Elect Director Charles W. Cramb

For

For

For

For

05/13/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Idenix Pharmaceuticals, Inc.

IDIX

45166R204

USA

06/02/09

04/09/09

05/28/09

Annual

44600

1.3

M

Elect Director Steven Projan

For

For

For

For

05/13/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Idenix Pharmaceuticals, Inc.

IDIX

45166R204

USA

06/02/09

04/09/09

05/28/09

Annual

44600

1.4

M

Elect Director Wayne T. Hockmeyer

For

For

For

For

05/13/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Idenix Pharmaceuticals, Inc.

IDIX

45166R204

USA

06/02/09

04/09/09

05/28/09

Annual

44600

1.5

M

Elect Director Thomas R. Hodgson

For

For

For

For

05/13/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Idenix Pharmaceuticals, Inc.

IDIX

45166R204

USA

06/02/09

04/09/09

05/28/09

Annual

44600

1.6

M

Elect Director Robert E. Pelzer

Withhold

For

For

For

05/13/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Idenix Pharmaceuticals, Inc.

IDIX

45166R204

USA

06/02/09

04/09/09

05/28/09

Annual

44600

1.7

M

Elect Director Denise Pollard-Knight

For

For

For

For

05/13/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Idenix Pharmaceuticals, Inc.

IDIX

45166R204

USA

06/02/09

04/09/09

05/28/09

Annual

44600

1.8

M

Elect Director Pamela Thomas-Graham

For

For

For

For

05/13/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Idenix Pharmaceuticals, Inc.

IDIX

45166R204

USA

06/02/09

04/09/09

05/28/09

Annual

44600

2

M

Ratify Auditors

For

For

For

For

05/13/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DXP Enterprises, Inc.

DXPE

233377407

USA

06/19/09

04/20/09

06/16/09

Annual

33900

1.1

M

Elect Director David R. Little

For

For

For

For

06/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DXP Enterprises, Inc.

DXPE

233377407

USA

06/19/09

04/20/09

06/16/09

Annual

33900

1.2

M

Elect Director Cletus Davis

For

For

For

For

06/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DXP Enterprises, Inc.

DXPE

233377407

USA

06/19/09

04/20/09

06/16/09

Annual

33900

1.3

M

Elect Director Kenneth H. Miller

For

For

For

For

06/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DXP Enterprises, Inc.

DXPE

233377407

USA

06/19/09

04/20/09

06/16/09

Annual

33900

1.4

M

Elect Director Timothy P. Halter

For

For

For

For

06/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

DXP Enterprises, Inc.

DXPE

233377407

USA

06/19/09

04/20/09

06/16/09

Annual

33900

1.5

M

Elect Director Charles R. Strader

For

For

For

For

06/01/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Englobal Corp

ENG

293306106

USA

06/18/09

04/20/09

06/17/09

Annual

67200

1.1

M

Elect Director William A. Coskey

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Englobal Corp

ENG

293306106

USA

06/18/09

04/20/09

06/17/09

Annual

67200

1.2

M

Elect Director David W. Gent

Withhold

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Englobal Corp

ENG

293306106

USA

06/18/09

04/20/09

06/17/09

Annual

67200

1.3

M

Elect Director Randall B. Hale

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Englobal Corp

ENG

293306106

USA

06/18/09

04/20/09

06/17/09

Annual

67200

1.4

M

Elect Director David C. Roussel

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Englobal Corp

ENG

293306106

USA

06/18/09

04/20/09

06/17/09

Annual

67200

2

M

Approve Omnibus Stock Plan

Against

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

1

M

Elect Director Ethan Berman

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

2

M

Elect Director Lovida Coleman, Jr.

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

3

M

Elect Director Philip Duff

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

4

M

Elect Director Stephanie Hanbury-Brown

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

5

M

Elect Director Rene Kern

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

6

M

Elect Director Christopher Mitchell

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

7

M

Elect Director Frank Noonan

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

8

M

Elect Director Lynn Sharp Paine

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

9

M

Elect Director Thomas Renyi

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

10

M

Elect Director Stephen Thieke

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

11

M

Elect Director Robert Trudeau

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

12

M

Ratify Auditors

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

13

M

Amend Omnibus Stock Plan

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

14

M

Advisory Vote on Executive Compensation - Approve Overall Executive Compensation Philosophy, Policies and Procedures

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

RiskMetrics Group, Inc

RMG

767735103

USA

06/16/09

04/22/09

06/11/09

Annual

14200

15

M

Advisory Vote on Executive Compensation - Approve Compensation Decisions of NEO 2008 Performance

Refer

For

Refer

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Hill International, Inc.

HIL

431466101

USA

06/10/09

04/29/09

06/05/09

Annual

39300

1.1

M

Elect Director Camille S. Andrews

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Hill International, Inc.

HIL

431466101

USA

06/10/09

04/29/09

06/05/09

Annual

39300

1.2

M

Elect Director Brian W. Clymer

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Hill International, Inc.

HIL

431466101

USA

06/10/09

04/29/09

06/05/09

Annual

39300

2

M

Approve Non-Employee Director Omnibus Stock Plan

For

For

For

For

05/19/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Flotek Industries, Inc

FTK

343389102

USA

06/11/09

04/20/09

06/08/09

Annual

40300

1.1

M

Elect Director John W. Chisholm

For

For

For

For

05/26/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Flotek Industries, Inc

FTK

343389102

USA

06/11/09

04/20/09

06/08/09

Annual

40300

1.2

M

Elect Director Jerry D. Dumas, Sr.

For

For

For

For

05/26/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Flotek Industries, Inc

FTK

343389102

USA

06/11/09

04/20/09

06/08/09

Annual

40300

1.3

M

Elect Director James R. Massey

For

For

For

For

05/26/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Flotek Industries, Inc

FTK

343389102

USA

06/11/09

04/20/09

06/08/09

Annual

40300

1.4

M

Elect Director Kevin G. McMahon

For

For

For

For

05/26/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Flotek Industries, Inc

FTK

343389102

USA

06/11/09

04/20/09

06/08/09

Annual

40300

1.5

M

Elect Director Barry E. Stewart

For

For

For

For

05/26/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Flotek Industries, Inc

FTK

343389102

USA

06/11/09

04/20/09

06/08/09

Annual

40300

1.6

M

Elect Director Richard O. Wilson

For

For

For

For

05/26/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Flotek Industries, Inc

FTK

343389102

USA

06/11/09

04/20/09

06/08/09

Annual

40300

2

M

Ratify Auditors

For

For

For

For

05/26/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

TITAN MACHINERY INC

TITN

88830R101

USA

06/12/09

04/21/09

06/11/09

Annual

18900

1.1

M

Elect Director Gordon Paul Anderson

For

For

For

For

05/27/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

TITAN MACHINERY INC

TITN

88830R101

USA

06/12/09

04/21/09

06/11/09

Annual

18900

1.2

M

Elect Director James Williams

For

For

For

For

05/27/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

TITAN MACHINERY INC

TITN

88830R101

USA

06/12/09

04/21/09

06/11/09

Annual

18900

1.3

M

Elect Director Peter Christianson

For

For

For

For

05/27/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Allos Therapeutics, Inc.

ALTH

19777101

USA

06/23/09

04/27/09

06/18/09

Annual

80400

1.1

M

Elect Director Stephen J. Hoffman

Withhold

For

For

For

06/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Allos Therapeutics, Inc.

ALTH

19777101

USA

06/23/09

04/27/09

06/18/09

Annual

80400

1.2

M

Elect Director Paul L. Berns

For

For

For

For

06/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Allos Therapeutics, Inc.

ALTH

19777101

USA

06/23/09

04/27/09

06/18/09

Annual

80400

1.3

M

Elect Director Michael D. Casey

For

For

For

For

06/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Allos Therapeutics, Inc.

ALTH

19777101

USA

06/23/09

04/27/09

06/18/09

Annual

80400

1.4

M

Elect Director Stewart Hen

For

For

For

For

06/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Allos Therapeutics, Inc.

ALTH

19777101

USA

06/23/09

04/27/09

06/18/09

Annual

80400

1.5

M

Elect Director Jeffrey R. Latts

For

For

For

For

06/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Allos Therapeutics, Inc.

ALTH

19777101

USA

06/23/09

04/27/09

06/18/09

Annual

80400

1.6

M

Elect Director Jonathan S. Leff

For

For

For

For

06/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Allos Therapeutics, Inc.

ALTH

19777101

USA

06/23/09

04/27/09

06/18/09

Annual

80400

1.7

M

Elect Director Timothy P. Lynch

For

For

For

For

06/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Allos Therapeutics, Inc.

ALTH

19777101

USA

06/23/09

04/27/09

06/18/09

Annual

80400

1.8

M

Elect Director David M. Stout

For

For

For

For

06/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Allos Therapeutics, Inc.

ALTH

19777101

USA

06/23/09

04/27/09

06/18/09

Annual

80400

2

M

Amend Omnibus Stock Plan

For

For

For

For

06/11/09

Ivy Funds VIP Micro Cap Growth #455

126397.1

455

Allos Therapeutics, Inc.

ALTH

19777101

USA

06/23/09

04/27/09

06/18/09

Annual

80400

3

M

Ratify Auditors

For

For

For

For

06/11/09

IVY FUNDS VIP MID CAP GROWTH
(until July 31, 2008, W&R Target Mid Cap Growth Portfolio)

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
75 W&R Target Mid Cap Growth
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
04/30/09 - A	Allergan, Inc. *AGN*			018490102			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Herbert W. Boyer --- For
			2.6a
	1.2	Elect Director Robert A. Ingram --- For
			2.6a
	1.3	Elect Director David E.I. Pyott --- For
			2.6a
	1.4	Elect Director Russell T. Ray --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Report on Animal Testing			Against	Against		ShrHoldr
			6.4
05/07/09 - A	AmeriGroup Corp. *AGP*			03073T102			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Thomas E. Capps --- For
			2.6a
	1.2	Elect Director Emerson U. Fullwood --- For
			2.6a
	1.3	Elect Director William J. McBride --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			1.3a
05/06/09 - A	AXIS CAPITAL HOLDINGS LTD *AXS*			G0692U109			03/09/09
		This is a duplicate meeting for ballots received via the Broadridge North American Ballot distribution system.
	1	Elect Directors			For	For		Mgmt
	1.1	DIRECTOR MICHAEL A. BUTT --- For
			2.6a
	1.2	DIRECTOR JOHN R. CHARMAN --- For
			2.6a
	1.3	DIRECTOR CHARLES A. DAVIS --- For
			2.6a
	1.4	DIRECTOR SIR ANDREW LARGE --- For
			2.6a
	2	TO APPROVE AN AMENDMENT TO THE AXIS CAPITAL HOLDINGS LIMITED 2007 LONG-TERM EQUITY COMPENSATION PLAN WHICH INCREASES THE GGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 4,000,000 ORDINARY SHARES.			For	For		Mgmt
			4.1
	3	TO AMEND THE BYE-LAWS OF AXIS CAPITAL HOLDINGS LIMITED AS DESCRIBED IN THE PROXY STATEMENT.			For	For		Mgmt
			3.23c
	4	TO APPOINT DELOITTE & TOUCHE TO ACT AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF AXIS CAPITAL HOLDINGS LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009 AND TO AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE.			For	For		Mgmt
			3.1a
06/30/09 - A	Bed Bath & Beyond Inc. *BBBY*			075896100			05/05/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Warren Eisenberg --- For
			2.6a
	1.2	Elect Director Leonard Feinstein --- For
			2.6a
	1.3	Elect Director Steven H. Temares --- For
			2.6a
	1.4	Elect Director Dean S. Adler --- For
			2.6a
	1.5	Elect Director Stanley F. Barshay --- For
			2.6a
	1.6	Elect Director Klaus Eppler --- For
			2.6a
	1.7	Elect Director Patrick R. Gaston --- For
			2.6a
	1.8	Elect Director Jordan Heller --- For
			2.6a
	1.9	Elect Director Victoria A. Morrison --- For
			2.6a
	1.10	Elect Director Fran Stoller --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Adopt Majority Voting for Uncontested Election of Directors			For	For		Mgmt
			7.6a
	4	Eliminate Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	5	Eliminate Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	6	Re-Approve Performance Goals Under Omnibus Stock Plan			For	For		Mgmt
			4.1
	7	Prepare Sustainability Report			Against	Against		ShrHoldr
			6.2
04/29/09 - A	Borg-Warner, Inc. *BWA*			099724106			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Phyllis O. Bonanno --- For
			2.6a
	1.2	Elect Director Alexis P. Michas --- For
			2.6a
	1.3	Elect Director Richard O. Schaum --- For
			2.6a
	1.4	Elect Director Thomas T. Stallkamp --- For
			2.6a
	1.5	Elect Director Dennis C. Cuneo --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a for employees and directors
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/14/09 - A	Broadcom Corp. *BRCM*			111320107			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director George L. Farinsky --- For
			Item 2.6a
	1.2	Elect Director Nancy H. Handel --- For
			Item 2.6a
	1.3	Elect Director Eddy W. Hartenstein --- For
			Item 2.6a
	1.4	Elect Director John Major --- For
			Item 2.6a
	1.5	Elect Director Scott A. McGregor --- For
			Item 2.6a
	1.6	Elect Director William T. Morrow --- For
			Item 2.6a
	1.7	Elect Director Robert E. Switz --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/15/09 - A	C. R. Bard, Inc. *BCR*			067383109			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Marc C. Breslawsky --- For
			2.6a
	1.2	Elect Director Herbert L. Henkel --- For
			2.6a
	1.3	Elect Director Tommy G. Thompson --- For
			2.6a
	1.4	Elect Director Timothy M. Ring --- For
			2.6a
	2	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
05/14/09 - A	C.H. Robinson Worldwide, Inc. *CHRW*			12541W209			03/16/09
	1	Elect Director James B. Stake			For	For		Mgmt
			2.6a
	2	Elect Director John P. Wiehoff			For	For		Mgmt
			2.6a
	3	Approve Increase in Size of Board			For	For		Mgmt
			2.1b
	4	Ratify Auditors			For	For		Mgmt
			3.1a
05/21/09 - A	Chipotle Mexican Grill Inc *CMG*			169656105			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Steve Ells --- For
			Item 2.6a
	1.2	Elect Director Patrick J. Flynn --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
08/18/08 - S	CME Group Inc. *CME*			12572Q105			07/18/08
	1	Approve Increase in Size of Board			For	For		Mgmt
			2.1b per Barry Ogden
	2	Issue Shares in Connection with Acquisition			For	For		Mgmt
			3.5 per Barry Ogden
	3	Adjourn Meeting			For	For		Mgmt
			7.7b per Barry Ogden
05/13/09 - A	CME Group Inc. *CME*			12572Q105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Dennis H. Chookaszian --- For
			2.6a
	1.2	Elect Director Robert F. Corvino --- For
			2.6a
	1.3	Elect Director Larry G. Gerdes --- For
			2.6a
	1.4	Elect Director Daniel R. Glickman --- For
			2.6a
	1.5	Elect Director James E. Oliff --- For
			2.6a
	1.6	Elect Director John L. Pietrzak --- For
			2.6a
	1.7	Elect Director Alex J. Pollock --- For
			2.6a
	1.8	Elect Director William R. Shepard --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	4	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	5	Ratify Auditors			For	For		Mgmt
			3.1a
06/13/09 - A	Coldwater Creek Inc. *CWTR*			193068103			04/17/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Dennis C. Pence --- For
			Item 2.6a
	1.2	Elect Director Robert H. McCall --- For
			Item 2.6a
	1.3	Elect Director Frank M. Lesher --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/27/09 - A	COOPER INDUSTRIES LTD *CBE*			G24182100			02/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Ivor J. Evan as Director --- For
			2.6a
	1.2	Elect Kirk S. Hachigian as Director --- For
			2.6a
	1.3	Elect Lawrence D. Kingsley as Director --- For
			2.6a
	1.4	Elect James R. Wilson as Director --- For
			2.6a
	2	Ratify Ernst & Young LLP as Independent Auditors			For	For		Mgmt
			3.1a
	3	Implement Code of Conduct Based on International Labor Organization Standards			Against	Against		ShrHoldr
			5.4
04/14/09 - S	Copart, Inc. *CPRT*			217204106			03/05/09
	1	Approve Stock-for-Salary/Bonus Plan			For	For		Mgmt
			4.1
06/17/09 - A	Dealertrack Holdings Inc *TRAK*			242309102			04/24/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director James Foy --- For
			2.6a
	1.2	Elect Director Howard L. Tischler --- For
			2.6a
	1.3	Elect Director James David Power III --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Stock Option Exchange Program			For	For		Mgmt
			99
	4	Amend Omnibus Stock Plan			For	Against		Mgmt
			4.1 total # of shares available to grant is greater than 10% of the outstanding shares.
05/12/09 - A	Dentsply International, Inc. *XRAY*			249030107			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Wendy L Dixon --- For
			Item 2.6a
	1.2	Elect Director Leslie A. Jones --- For
			Item 2.6a
	1.3	Elect Director Bret W. Wise --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
11/21/08 - A	Donaldson Co., Inc. *DCI*			257651109			09/23/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director F. Guillaume Bastiaens --- For
			Item 2.6a
	1.2	Elect Director Janet M. Dolan --- For
			Item 2.6a
	1.3	Elect Director Jeffrey Noddle --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/12/09 - A	Dresser-Rand Group Inc. *DRC*			261608103			03/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William E. Macaulay --- For
			Item 2.6a
	1.2	Elect Director Vincent R. Volpe Jr. --- For
			Item 2.6a
	1.3	Elect Director Rita V. Foley --- For
			Item 2.6a
	1.4	Elect Director Louis A. Raspino --- For
			Item 2.6a
	1.5	Elect Director Philip R. Roth --- For
			Item 2.6a
	1.6	Elect Director Michael L. Underwood --- For
			Item 2.6a
	1.7	Elect Director Jean-Paul Vettier --- For
			Item 2.6a
	1.8	Elect Director Joseph C. Winkler III --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/22/09 - A	EQT Corporation *EQT*			26884L109			02/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Philip G. Behrman --- For
			2.6a
	1.2	Elect Director A. Bray Cary, Jr. --- For
			2.6a
	1.3	Elect Director Barbara S. Jeremiah --- For
			2.6a
	1.4	Elect Director Lee T. Todd, Jr. --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3a
05/06/09 - A	Expeditors International of Washington, Inc. *EXPD*			302130109			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Mark A. Emmert --- For
			2.6a
	1.2	Elect Director R. Jordan Gates --- For
			2.6a
	1.3	Elect Director Dan P. Kourkoumelis --- For
			2.6a
	1.4	Elect Director Michael J. Malone --- For
			2.6a
	1.5	Elect Director John W. Meisenbach --- For
			2.6a
	1.6	Elect Director Peter J. Rose --- For
			2.6a
	1.7	Elect Director James L.K. Wang --- For
			2.6a
	1.8	Elect Director Robert R. Wright --- For
			2.6a
	2	Approve Stock Option Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
04/21/09 - A	Fastenal Co. *FAST*			311900104			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert A. Kierlin --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Slaggie --- For
			Item 2.6a
	1.3	Elect Director Michael M. Gostomski --- For
			Item 2.6a
	1.4	Elect Director Hugh L. Miller --- For
			Item 2.6a
	1.5	Elect Director Willard D. Oberton --- For
			Item 2.6a
	1.6	Elect Director Michael J. Dolan --- For
			Item 2.6a
	1.7	Elect Director Reyne K. Wisecup --- For
			Item 2.6a
	1.8	Elect Director Michael J. Ancius --- For
			Item 2.6a
	1.9	Elect Director Scott A. Satterlee --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
��			Item 3.1a
05/01/09 - A	FLIR Systems, Inc. *FLIR*			302445101			02/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Earl R. Lewis --- For
			2.6a
	1.2	Elect Director Steven E. Wynne --- For
			2.6a
	2	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
09/26/08 - A	Global Payments, Inc. *GPN*			37940X102			08/22/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Paul R. Garcia --- For
			Item 2.6a
	1.2	Elect Director Gerald J. Wilkins --- For
			Item 2.6a
	1.3	Elect Director Michael W. Trapp --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/25/09 - A	Harley-Davidson, Inc. *HOG*			412822108			03/11/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Martha F. Brooks --- For
			2.6a
	1.2	Elect Director Donald A. James --- For
			2.6a
	1.3	Elect Director James A. Norling --- For
			2.6a
	1.4	Elect Director James L. Ziemer --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
	4	Declassify the Board of Directors			Against	For		ShrHoldr
			2.4b
05/28/09 - A	Henry Schein, Inc. *HSIC*			806407102			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Stanley M. Bergman --- For
			2.6a
	1.2	Elect Director Gerald A. Benjamin --- For
			2.6a
	1.3	Elect Director James P. Breslawski --- For
			2.6a
	1.4	Elect Director Mark E. Mlotek --- For
			2.6a
	1.5	Elect Director Steven Paladino --- For
			2.6a
	1.6	Elect Director Barry J. Alperin --- For
			2.6a
	1.7	Elect Director Paul Brons --- For
			2.6a
	1.8	Elect Director Margaret A. Hamburg, M.D. --- For
			2.6a
	1.9	Elect Director Donald J. Kabat --- For
			2.6a
	1.10	Elect Director Philip A. Laskawy --- For
			2.6a
	1.11	Elect Director Karyn Mashima --- For
			2.6a
	1.12	Elect Director Norman S. Matthews --- For
			2.6a
	1.13	Elect Director Louis W. Sullivan, M.D. --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
03/04/09 - A	Hologic, Inc. *HOLX*			436440101			01/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John W. Cumming --- For
			2.6a
	1.2	Elect Director Robert A. Cascella --- For
			2.6a
	1.3	Elect Director David R. LaVance Jr. --- For
			2.6a
	1.4	Elect Director Nancy L. Leaming --- For
			2.6a
	1.5	Elect Director Lawrence M. Levy --- For
			2.6a
	1.6	Elect Director Glenn P. Muir --- For
			2.6a
	1.7	Elect Director Elaine S. Ullian --- For
			2.6a
	1.8	Elect Director Sally W. Crawford --- For
			2.6a
	1.9	Elect Director Wayne Wilson --- For
			2.6a
	2	Approve Repricing of Options			For	For		Mgmt
			4.3b
	3	Adjourn Meeting			For	For		Mgmt
			7.4
05/14/09 - A	Hospira, Inc. *HSP*			441060100			03/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Christopher B. Begley --- For
			2.6a
	1.2	Elect Director Barbara L. Bowles --- For
			2.6a
	1.3	Elect Director Roger W. Hale --- For
			2.6a
	1.4	Elect Director John C. Staley --- For
			2.6a
	1.5	Elect Director Heino von Prondzynski --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/04/09 - A	Hubbell Incorporated *HUB.B*			443510201			03/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director E. Brooks --- For
			Item 2.6a
	1.2	Elect Director G. Edwards --- For
			Item 2.6a
	1.3	Elect Director A. Guzzi --- For
			Item 2.6a
	1.4	Elect Director J. Hoffman --- For
			Item 2.6a
	1.5	Elect Director A. McNally IV --- For
			Item 2.6a
	1.6	Elect Director T. Powers --- For
			Item 2.6a
	1.7	Elect Director G. Ratcliffe --- For
			Item 2.6a
	1.8	Elect Director R. Swift --- For
			Item 2.6a
	1.9	Elect Director D. Van Riper --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/07/09 - A	IDEX Corp. *IEX*			45167R104			02/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William M. Cook --- For
			Item 2.6a
	1.2	Elect Director Frank S. Hermance --- For
			Item 2.6a
	1.3	Elect Director Michael T. Tokarz --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/04/09 - A	J.Crew Group, Inc. *JCG*			46612H402			04/07/09
	1	Elect Directors			For	For		Mgmt
	1.1	Director James Coulter --- For
			Item 2.6a
	1.2	Director Millard Drexler --- For
			Item 2.6a
	1.3	Director Steven Grand-jean --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/14/09 - A	Kohl's Corp. *KSS*			500255104			03/11/09
	1	Elect Director Peter Boneparth			For	For		Mgmt
			2.6a
	2	Elect Director Steven A. Burd			For	For		Mgmt
			2.6a
	3	Elect Director John F. Herma			For	For		Mgmt
			2.6a
	4	Elect Director Dale E. Jones			For	For		Mgmt
			2.6a
	5	Elect Director William S. Kellogg			For	For		Mgmt
			2.6a
	6	Elect Director Kevin Mansell			For	For		Mgmt
			2.6a
	7	Elect Director R. Lawrence Montgomery			For	For		Mgmt
			2.6a
	8	Elect Director Frank V. Sica			For	For		Mgmt
			2.6a
	9	Elect Director Peter M. Sommerhauser			For	For		Mgmt
			2.6a
	10	Elect Director Stephanie A. Streeter			For	For		Mgmt
			2.6a
	11	Elect Director Stephen E. Watson			For	For		Mgmt
			2.6a
	12	Ratify Auditors			For	For		Mgmt
			3.1a
	13	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
04/28/09 - A	LAZARD LTD *LAZ*			G54050102			03/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Steven J. Heyer as Director --- For
			Item 2.6a
	1.2	Elect Sylvia Jay as Director --- For
			Item 2.6a
	1.3	Elect Vernon E. Jordan Jr. as Director --- For
			Item 2.6a
	2	Ratify Deloitte & Touche LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			Item 3.1a
11/05/08 - A	Linear Technology Corp. *LLTC*			535678106			09/08/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert H. Swanson, Jr. --- For
			Item 2.6a
	1.2	Elect Director David S. Lee --- For
			Item 2.6a
	1.3	Elect Director Lothar Maier --- For
			Item 2.6a
	1.4	Elect Director Richard M. Moley --- For
			Item 2.6a
	1.5	Elect Director Thomas S. Volpe --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/15/09 - A	Macy's Inc *M*			55616P104			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Stephen F. Bollenbach --- For
			2.6a
	1.2	Elect Director Deirdre P. Connelly --- For
			2.6a
	1.3	Elect Director Meyer Feldberg --- For
			2.6a
	1.4	Elect Director Sara Levinson --- For
			2.6a
	1.5	Elect Director Terry J. Lundgren --- For
			2.6a
	1.6	Elect Director Joseph Neubauer --- For
			2.6a
	1.7	Elect Director Joseph A. Pichler --- For
			2.6a
	1.8	Elect Director Joyce M. Roch   --- For
			2.6a
	1.9	Elect Director Karl M. von der Heyden --- For
			2.6a
	1.10	Elect Director Craig E. Weatherup --- For
			2.6a
	1.11	Elect Director Marna C. Whittington --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 # of shares available for grant is greater than 10% of outstanding shares
	4	Reduce Supermajority Vote Requirement			Against	For		ShrHoldr
			3.4b
	5	Stock Retention/Holding Period			Against	Against		ShrHoldr
			2.11
07/28/08 - A	McAfee, Inc. *MFE*			579064106			06/18/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Mr. Thomas E. Darcy --- For
			2.6a
	1.2	Elect Director Mr. Denis J. O'Leary --- For
			2.6a
	1.3	Elect Director Mr. Robert W. Pangia --- For
			2.6a
	1.4	Elect Director Mr. Carl Bass --- For
			2.6a
	1.5	Elect Director Mr. Jeffrey A. Miller --- For
			2.6a
	1.6	Elect Director Mr. Anthony Zingale --- For
			2.6a
	2	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
04/27/09 - A	McAfee, Inc. *MFE*			579064106			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Leslie G. Denend --- For
			2.6a
	1.2	Elect Director David G. DeWalt --- For
			2.6a
	1.3	Elect Director Charles J. Robel --- For
			2.6a
	2	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	5	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	6	Ratify Auditors			For	For		Mgmt
			3.1a
11/05/08 - A	Meredith Corp. *MDP*			589433101			09/11/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Alfred H. Drewes --- For
			2.6a
	1.2	Elect Director David J. Londoner --- For
			2.6a
	1.3	Elect Director Philip A. Marineau --- For
			2.6a
	1.4	Elect Director Elizabeth E. Tallett --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Report on Sustainable Paper Purchasing			Against	Against		ShrHoldr
			5.4
08/15/08 - A	Microchip Technology Incorporated *MCHP*			595017104			06/19/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Steve Sanghi --- For
			Item 2.6a
	1.2	Elect Director Albert J. Hugo-Martinez --- For
			Item 2.6a
	1.3	Elect Director L.B. Day --- For
			Item 2.6a
	1.4	Elect Director Matthew W. Chapman --- For
			Item 2.6a
	1.5	Elect Director Wade F. Meyercord --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/13/09 - A	Molson Coors Brewing Co *TAP*			60871R209			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John E. Cleghorn --- For
			Item 2.6a
	1.2	Elect Director Charles M. Herington --- For
			Item 2.6a
	1.3	Elect Director David P. O'Brien --- For
			Item 2.6a
05/13/09 - A	National Oilwell Varco, Inc. *NOV*			637071101			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Merrill A. Miller, Jr. --- For
			2.6a
	1.2	Elect Director Greg L. Armstrong --- For
			2.6a
	1.3	Elect Director David D. Harrison --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
09/02/08 - A	NetApp, Inc. *NTAP*			64110D104			07/09/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Daniel J. Warmenhoven --- For
			2.6a
	1.2	Elect Director Donald T. Valentine --- For
			2.6a
	1.3	Elect Director Jeffry R. Allen --- For
			2.6a
	1.4	Elect Director Carol A. Bartz --- For
			2.6a
	1.5	Elect Director Alan L. Earhart --- For
			2.6a
	1.6	Elect Director Thomas Georgens --- For
			2.6a
	1.7	Elect Director Edward Kozel --- For
			2.6a
	1.8	Elect Director Mark Leslie --- For
			2.6a
	1.9	Elect Director Nicholas G. Moore --- For
			2.6a
	1.10	Elect Director George T. Shaheen --- For
			2.6a
	1.11	Elect Director Robert T. Wall --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			2.8a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	5	Ratify Auditors			For	For		Mgmt
			3.1a
04/21/09 - S	NetApp, Inc. *NTAP*			64110D104			03/10/09
	1	Approve Stock Option Exchange Program			For	Against		Mgmt
			4.1 Per Matt Norris
04/28/09 - A	Noble Energy, Inc. *NBL*			655044105			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jeffrey L. Berenson --- For
			2.6a
	1.2	Elect Director Michael A. Cawley --- For
			2.6a
	1.3	Elect Director Edward F. Cox --- For
			2.6a
	1.4	Elect Director Charles D. Davidson --- For
			2.6a
	1.5	Elect Director Thomas J. Edelman --- For
			2.6a
	1.6	Elect Director Eric P. Grubman --- For
			2.6a
	1.7	Elect Director Kirby L. Hedrick --- For
			2.6a
	1.8	Elect Director Scott D. Urban --- For
			2.6a
	1.9	Elect Director William T. Van Kleef --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/19/09 - A	Nordstrom, Inc. *JWN*			655664100			03/11/09
	1	Elect Director Phyllis J. Campbell			For	For		Mgmt
			2.6a
	2	Elect Director Enrique Hernandez, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Robert G. Miller			For	For		Mgmt
			2.6a
	4	Elect Director Blake W. Nordstrom			For	For		Mgmt
			2.6a
	5	Elect Director Erik B. Nordstrom			For	For		Mgmt
			2.6a
	6	Elect Director Peter E. Nordstrom			For	For		Mgmt
			2.6a
	7	Elect Director Philip G. Satre			For	For		Mgmt
			2.6a
	8	Elect Director Robert D. Walter			For	For		Mgmt
			2.6a
	9	Elect Director Alison A. Winter			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
04/28/09 - A	P.F. Chang's China Bistro, Inc. *PFCB*			69333Y108			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director F. Lane Cardwell, Jr. --- For
			Item 2.6a
	1.2	Elect Director Richard L. Federico --- For
			Item 2.6a
	1.3	Elect Director Lesley H. Howe --- For
			Item 2.6a
	1.4	Elect Director Kenneth A. May --- For
			Item 2.6a
	1.5	Elect Director M. Ann Rhoades --- For
			Item 2.6a
	1.6	Elect Director James G. Shennan, Jr. --- For
			Item 2.6a
	1.7	Elect Director Robert T. Vivian --- For
			Item 2.6a
	1.8	Elect Director R. Michael Welborn --- For
			Item 2.6a
	1.9	Elect Director Kenneth J. Wessels --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	3	Adjourn Meeting			For	For		Mgmt
			Item 7.4
05/27/09 - A	Packaging Corporation of America *PKG*			695156109			03/30/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Cheryl K. Beebe --- For
			2.6a
	1.2	Elect Director Henry F. Frigon --- For
			2.6a
	1.3	Elect Director Hasan Jameel --- For
			2.6a
	1.4	Elect Director Samuel M. Mencoff --- For
			2.6a
	1.5	Elect Director Roger B. Porter --- For
			2.6a
	1.6	Elect Director Paul T. Stecko --- For
			2.6a
	1.7	Elect Director James D. Woodrum --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
10/07/08 - A	Paychex, Inc. *PAYX*			704326107			08/11/08
	1	Elect Director B. Thomas Golisano			For	For		Mgmt
			Item 2.6a
	2	Elect Director David J. S. Flaschen			For	For		Mgmt
			Item 2.6a
	3	Elect Director Phillip Horsley			For	For		Mgmt
			Item 2.6a
	4	Elect Director Grant M. Inman			For	For		Mgmt
			Item 2.6a
	5	Elect Director Pamela A. Joseph			For	For		Mgmt
			Item 2.6a
	6	Elect Director Jonathan J. Judge			For	For		Mgmt
			Item 2.6a
	7	Elect Director Joseph M. Tucci			For	For		Mgmt
			Item 2.6a
	8	Elect Director Joseph M. Velli			For	For		Mgmt
			Item 2.6a
	9	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/17/09 - A	Petsmart *PETM*			716768106			04/20/09
	1	Elect Director Rita V. Foley			For	For		Mgmt
			2.6a
	2	Elect Director Joseph S. Hardin, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Amin I. Khalifa			For	For		Mgmt
			2.6a
	4	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	5	Ratify Auditors			For	For		Mgmt
			3.1a
	6	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
06/03/09 - PC	Saks Incorporated *SKS*			79377W108			04/06/09
		Management Proxy (White Card)
	1.1	Elect Director Ronald de Waal			For	Withhold		Mgmt
			2.6b Per Kim Scott
	1.2	Elect Director Marguerite W. Kondracke			For	Withhold		Mgmt
			2.6b Per Kim Scott
	1.3	Elect Director C. Warren Neel			For	Withhold		Mgmt
			2.6b Per Kim Scott
	1.4	Elect Director Christopher J. Stadler			For	Withhold		Mgmt
			2.6b Per Kim Scott
	2	Ratify Auditors			For	For		Mgmt
			3.1a Per Kim Scott
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			1.3a bundled Per Kim Scott
	4	Restore or Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5 Per Kim Scott
	5	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6 Per Kim Scott
	6	Declassify the Board of Directors			None	For		ShrHoldr
			2.4b Per Kim Scott
		Dissident Proxy (Gold Card)
	1	Elect Director Ronald de Waal			For	None		ShrHoldr
	2	Elect Director Marguerite W. Kondracke			For	None		ShrHoldr
	3	Elect Director Christopher J. Stadler			For	None		ShrHoldr
	4	Elect Director C. Warren Neel			Withhold	None		ShrHoldr
	5	Declassify the Board of Directors			For	None		ShrHoldr
	6	Require a Majority Vote for the Election of Directors			For	None		ShrHoldr
	7	Restore or Provide for Cumulative Voting			Against	None		ShrHoldr
	8	Approve Omnibus Stock Plan			For	None		Mgmt
	9	Ratify Auditors			For	None		Mgmt
05/20/09 - A	Sealed Air Corporation *SEE*			81211K100			03/23/09
	1	Elect Director Hank Brown			For	For		Mgmt
			Item 2.6a
	2	Elect Director Michael Chu			For	For		Mgmt
			Item 2.6a
	3	Elect Director Lawrence R. Codey			For	For		Mgmt
			Item 2.6a
	4	Elect Director T. J. Dermot Dunphy			For	For		Mgmt
			Item 2.6a
	5	Elect Director Charles F. Farrell, Jr.			For	For		Mgmt
			Item 2.6a
	6	Elect Director William V. Hickey			For	For		Mgmt
			Item 2.6a
	7	Elect Director Jacqueline B. Kosecoff			For	For		Mgmt
			Item 2.6a
	8	Elect Director Kenneth P. Manning			For	For		Mgmt
			Item 2.6a
	9	Elect Director William J. Marino			For	For		Mgmt
			Item 2.6a
	10	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/22/09 - A	Signature Bank *SBNY*			82669G104			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Kathryn A. Byrne --- For
			2.6a
	1.2	Elect Director Alfonse M. D'Amato --- For
			2.6a
	1.3	Elect Director Jeffrey W. Meshel --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1
05/12/09 - A	Smith International, Inc. *SII*			832110100			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert Kelley --- For
			Item 2.6a
	1.2	Elect Director Luiz Rodolfo Landim Machado --- For
			Item 2.6a
	1.3	Elect Director Doug Rock --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
11/12/08 - A	Solera Holdings, Inc. *SLH*			83421A104			10/01/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Tony Aquila --- For
			2.6a
	1.2	Elect Director Philip A. Canfield --- For
			2.6a
	1.3	Elect Director Arthur F. Kingsbury --- For
			2.6a
	1.4	Elect Director Jerrell W. Shelton --- For
			2.6a
	1.5	Elect Director Stuart J. Yarbrough --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 Total number of shares availale for grant is greater than 10% of outstanding shares
	3	Ratify Auditors			For	For		Mgmt
			3.1a
04/15/09 - A	Sonoco Products Co. *SON*			835495102			02/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director P.L. Davies --- For
			Item 2.6a
	1.2	Elect Director H.E. DeLoach --- For
			Item 2.6a
	1.3	Elect Director E.H. Lawton --- For
			Item 2.6a
	1.4	Elect Director J.E. Linville --- For
			Item 2.6a
	1.5	Elect Director J.M. Micali --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
12/17/08 - S	Synovus Financial Corp. *SNV*			87161C105			10/31/08
	1	Authorize New Class of Preferred Stock			For	For		Mgmt
			3.7 Per Kim Scott and Scott Schneider
	2	Amend Bylaws to Authorize Board of Directors to Fix Board Size			For	For		Mgmt
			2.1b Per Kim Scott and Scott Schneider
02/18/09 - A	TD AMERITRADE Holding Corp. *AMTD*			87236Y108			12/22/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director W. Edmund Clark --- For
			Item 2.6a
	1.2	Elect Director Mark L. Mitchell --- For
			Item 2.6a
	1.3	Elect Director Joseph H. Moglia --- For
			Item 2.6a
	1.4	Elect Director Thomas S. Ricketts --- For
			Item 2.6a
	1.5	Elect Director Fredric J. Tomczyk --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	3	Other Business			For	Against		Mgmt
			Item 7.7a
05/05/09 - A	The Dun & Bradstreet Corp *DNB*			26483E100			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Austin A. Adams --- For
			2.6a
	1.2	Elect Director James N. Fernandez --- For
			2.6a
	1.3	Elect Director Sandra E. Peterson --- For
			2.6a
	1.4	Elect Director Michael R. Quinlan --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 total # of shares available to grant is greater than 10% of the outstanding shares.
04/30/09 - A	The Hershey Co *HSY*			427866108			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director R.F. Cavanaugh --- For
			Item 2.6a
	1.2	Elect Director C.A. Davis --- For
			Item 2.6a
	1.3	Elect Director A.G. Langbo --- For
			Item 2.6a
	1.4	Elect Director J.E. Nevels --- For
			Item 2.6a
	1.5	Elect Director T.J. Ridge --- For
			Item 2.6a
	1.6	Elect Director D.L. Shedlarz --- For
			Item 2.6a
	1.7	Elect Director C.B. Strauss --- For
			Item 2.6a
	1.8	Elect Director D.J. West --- For
			Item 2.6a
	1.9	Elect Director L.S. Zimmerman --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/19/09 - A	Urban Outfitters, Inc. *URBN*			917047102			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Scott A. Belair --- For
			2.6a
	1.2	Elect Director Robert H. Strouse --- For
			2.6a
	1.3	Elect Director Glen T. Senk --- For
			2.6a
	1.4	Elect Director Joel S. Lawson III --- For
			2.6a
	1.5	Elect Director Richard A. Hayne --- For
			2.6a
	1.6	Elect Director Harry S. Cherken, Jr. --- For
			2.6a
	2	Adopt ILO Based Code of Conduct			Against	Against		ShrHoldr
			6.1
03/16/09 - A	Whole Foods Market, Inc. *WFMI*			966837106			01/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John B. Elstrott --- For
			2.6a
	1.2	Elect Director Gabrielle E. Greene --- For
			2.6a
	1.3	Elect Director Hass Hassan --- For
			2.6a
	1.4	Elect Director Stephanie Kugelman --- For
			2.6a
	1.5	Elect Director John P. Mackey --- For
			2.6a
	1.6	Elect Director Morris J. Siegel --- For
			2.6a
	1.7	Elect Director Ralph Z. Sorenson --- For
			2.6a
	1.8	Elect Director William A. (Kip) Tindell, III --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	5	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	6	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	7	Reduce Supermajority Vote Requirement			Against	For		ShrHoldr
			3.4b
	8	Reincorporate in Another State from Texas to North Dakota			Against	Against		ShrHoldr
			3.16
09/25/08 - S	Wm. Wrigley Jr. Co.			982526105			07/28/08
	1	Approve Merger Agreement			For	For		Mgmt
			3.5 Per Erik Becker
	2	Adjourn Meeting			For	For		Mgmt
			7.7b
05/13/09 - A	Wright Medical Group *WMGI*			98235T107			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Gary D. Blackford --- For
			2.6a
	1.2	Elect Director Martin J. Emerson --- For
			2.6a
	1.3	Elect Director Lawrence W. Hamilton --- For
			2.6a
	1.4	Elect Director Gary D. Henley --- For
			2.6a
	1.5	Elect Director John L. Miclot --- For
			2.6a
	1.6	Elect Director Amy S. Paul --- For
			2.6a
	1.7	Elect Director Robert J. Quillinan --- For
			2.6a
	1.8	Elect Director David D. Stevens --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			1.3a
05/19/09 - A	XTO Energy Inc *XTO*			98385X106			03/31/09
	1	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Phillip R. Kevil --- For
			2.6a
	2.2	Elect Director Herbert D. Simons --- For
			2.6a
	2.3	Elect Director Vaughn O. Vennerberg II --- For
			2.6a
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	6	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris
06/02/09 - A	Zions Bancorporation *ZION*			989701107			03/31/09
	1	Elect Director R. D. Cash			For	For		Mgmt
			2.6a
	2	Elect Director Patricia Frobes			For	For		Mgmt
			2.6a
	3	Elect Director J. David Heaney			For	For		Mgmt
			2.6a
	4	Elect Director Harris H. Simmons			For	For		Mgmt
			2.6a
	5	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	6	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	7	Ratify Auditors			For	For		Mgmt
			3.1a
	8	Advisory Vote to Ratify Named Executive Officers' Compensation			For	Against		Mgmt
			4.1 Per Kim Scott
	9	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b Per Kim Scott

IVY FUNDS VIP MONEY MARKET
(until July 31, 2008, W&R Target Money Market Portfolio)

Proxy Voting Record

There was no proxy voting for Ivy Funds VIP Money Market, a series of the Registrant, for the period covered by this report, pursuant to Section 30 of the Investment Company Act of 1940, as amended, and Rule 30b1-4 thereunder.

IVY FUNDS VIP MORTGAGE SECURITIES
(until July 31, 2008, W&R Target Mortgage Securities Portfolio)

Proxy Voting Record

There was no proxy voting for Ivy Funds VIP Mortgage Securities, a series of the Registrant, for the period covered by this report, pursuant to Section 30 of the Investment Company Act of 1940, as amended, and Rule 30b1-4 thereunder.

IVY FUNDS VIP PATHFINDER AGGRESSIVE
(until July 31, 2008, W&R Target Pathfinder Aggressive Portfolio)

Proxy Voting Record

There was no proxy voting for Ivy Funds VIP Pathfinder Aggressive, a series of the Registrant, for the period covered by this report, pursuant to Section 30 of the Investment Company Act of 1940, as amended, and Rule 30b1-4 thereunder.

IVY FUNDS VIP PATHFINDER MODERATELY AGGRESSIVE
(until July 31, 2008, W&R Target Pathfinder Moderately Aggressive Portfolio)

Proxy Voting Record

There was no proxy voting for Ivy Funds VIP Pathfinder Moderately Aggressive, a series of the Registrant, for the period covered by this report, pursuant to Section 30 of the Investment Company Act of 1940, as amended, and Rule 30b1-4 thereunder.

IVY FUNDS VIP PATHFINDER MODERATE
(until July 31, 2008, W&R Target Pathfinder Moderate Portfolio)

Proxy Voting Record

There was no proxy voting for Ivy Funds VIP Pathfinder Moderate, a series of the Registrant, for the period covered by this report, pursuant to Section 30 of the Investment Company Act of 1940, as amended, and Rule 30b1-4 thereunder.

IVY FUNDS VIP PATHFINDER MODERATELY CONSERVATIVE
(until July 31, 2008, W&R Target Pathfinder Moderately Conservative Portfolio)

Proxy Voting Record

There was no proxy voting for Ivy Funds VIP Pathfinder Moderately Conservative, a series of the Registrant, for the period covered by this report, pursuant to Section 30 of the Investment Company Act of 1940, as amended, and Rule 30b1-4 thereunder.

IVY FUNDS VIP PATHFINDER CONSERVATIVE
(until July 31, 2008, W&R Target Pathfinder Conservative Portfolio)

Proxy Voting Record

There was no proxy voting for Ivy Funds VIP Pathfinder Conservative, a series of the Registrant, for the period covered by this report, pursuant to Section 30 of the Investment Company Act of 1940, as amended, and Rule 30b1-4 thereunder.

IVY FUNDS VIP REAL ESTATE SECURITIES
(until July 31, 2008, W&R Target Real Estate Securities Portfolio)

Proxy Voting Record

N-PX Proxy Report
Company Name	Ticker	CUSIP	Meeting Date	Record Date	Meeting Type	Ivy Funds VIP Real Estate Securities Shares	Proposal Number	Proposal Category	Management Recommendation	Proponent	Ivy Funds VIP Real Estate Securities Vote
Kite Realty Group Trust	KRG	49803T102	5/5/2009	3/20/2009	Annual	8,800.00	1	Directors	For	Management	For
Kite Realty Group Trust	KRG	49803T102	5/5/2009	3/20/2009	Annual	8,800.00	2	Ratify Auditors	For	Management	For
CB Richards Ellis Group	CBG	12497T101	6/2/2009	4/9/2009	Annual	11,000.00	1	Directors	For	Management	For
CB Richards Ellis Group	CBG	12497T101	6/2/2009	4/9/2009	Annual	11,000.00	2	Ratify Auditor	For	Management	For
CB Richards Ellis Group	CBG	12497T101	6/2/2009	4/9/2009	Annual	11,000.00	3	Approval of Compensation Policies, Plans & Program	For	Management	For
S.L. Green Realty Corp.	SLG	78440X101	6/11/2009	3/30/2009	Annual	7,600.00	1	Directors	For	Management	For
S.L. Green Realty Corp.	SLG	78440X101	6/11/2009	3/30/2009	Annual	7,600.00	2	Ratify Audit	For	Management	For
S.L. Green Realty Corp.	SLG	78440X101	6/11/2009	3/30/2009	Annual	7,600.00	3	Amend Stock Options and Incentive Plans	For	Management	Against
S.L. Green Realty Corp.	SLG	78440X101	6/11/2009	3/30/2009	Annual	7,600.00	4	Approve/Reinstate Articles of Incorporation	For	Management	For
Equity Residential	EQR	29476L107	6/11/2009	3/31/2009	Annual	46,700.00	1	Directors	For	Management	For
Equity Residential	EQR	29476L107	6/11/2009	3/31/2009	Annual	46,700.00	2	Ratify Auditor	For	Management	For
Equity Residential	EQR	29476L107	6/11/2009	3/31/2009	Annual	46,700.00	3	To Adopt Majority Voting in Election of Trustees	Against	Management	Against
AMB Property Corp.	AMB	00163T109	5/7/2009	3/3/2009	Annual	11,400.00	1	Directors	For	Management	For
AMB Property Corp.	AMB	00163T109	5/7/2009	3/3/2009	Annual	11,400.00	2	Ratify Auditors	For	Management	For
AMB Property Corp.	AMB	00163T109	5/7/2009	3/3/2009	Annual	11,400.00	3	Amend Stock Option and Incentive Plan	For	Management	For
Cogdell Spencer Inc.	CSA	19238U107	5/5/2009	3/6/2009	Annual	9,700.00	1	Directors	For	Management	For
Cogdell Spencer Inc.	CSA	19238U107	5/5/2009	3/6/2009	Annual	9,700.00	2	Ratify Auditor	For	Management	For
Regency Centers Corporation	REG	758849103	5/5/2009	2/24/2009	Annual	14,900.00	1	Directors	For	Management	For
Regency Centers Corporation	REG	758849103	5/5/2009	2/24/2009	Annual	14,900.00	2	Ratify Auditors	For	Management	For
Public Storage Inc.	PSA	74460D109	5/7/2009	3/9/2009	Annual	22,900.00	1	Directors	For	Management	For
Public Storage Inc.	PSA	74460D109	5/7/2009	3/9/2009	Annual	22,900.00	2	Ratify Auditor	For	Management	For
Ventas Inc.	VTR	92276F100	5/7/2009	3/16/2009	Annual	20,500.00	1	Directors	For	Management	For
Ventas Inc.	VTR	92276F100	5/7/2009	3/16/2009	Annual	20,500.00	2	Ratify Auditor	For	Management	For
AMB Property Corp.	AMB	00163T109	5/7/2009	3/3/2009	Annual	11,400.00	1	Directors	For	Management	For
AMB Property Corp.	AMB	00163T109	5/7/2009	3/3/2009	Annual	11,400.00	2	Ratify Auditor	For	Management	For
American Tower Corp.	AMT	029912201	5/6/2009	3/10/2009	Annual	2,100.00	1	Directors	For	Management	For
American Tower Corp.	AMT	029912201	5/6/2009	3/10/2009	Annual	2,100.00	2	Ratify Auditor	For	Management	For
LaSalle Hotel Properties	LHO	517942108	4/23/2009	2/10/2009	Annual	13,000.00	1	Directors	For	Management	For
LaSalle Hotel Properties	LHO	517942108	4/23/2009	2/10/2009	Annual	13,000.00	2	Ratify Auditor	For	Management	For
LaSalle Hotel Properties	LHO	517942108	4/23/2009	2/10/2009	Annual	13,000.00	3	Approve Incentive Plan	For	Management	For
HCP, Inc.	HCP	40414L109	4/23/2009	3/3/2009	Annual	45,900.00	1	Directors	For	Management	For
HCP, Inc.	HCP	40414L109	4/23/2009	3/3/2009	Annual	45,900.00	1	Directors	For	Management	For
HCP, Inc.	HCP	40414L109	4/23/2009	3/3/2009	Annual	45,900.00	2	Ratify Auditors	For	Management	For
LaSalle Hotel Properties	LHO	517942108	4/23/2009	2/10/2009	Annual	13,000.00	1	Director	For	Management	For
LaSalle Hotel Properties	LHO	517942108	4/23/2009	2/10/2009	Annual	13,000.00	2	Ratify Accountants	For	Management	For
LaSalle Hotel Properties	LHO	517942108	4/23/2009	2/10/2009	Annual	13,000.00	3	Approvement of any adjournments/Additional Proxies	For	Management	For
Regency Centers Corporation	REG	758849103	5/5/2009	2/24/2009	Annual	14,900.00	1	Directors	For	Management	For
Regency Centers Corporation	REG	758849103	5/5/2009	2/24/2009	Annual	14,900.00	2	Reapprove Performance Goals	For	Management	For
Regency Centers Corporation	REG	758849103	5/5/2009	2/24/2009	Annual	14,900.00	3	Ratify Auditors	For	Management	For
Camden Property Trust	CPT	133131102	5/6/2009	3/16/2009	Annual	10,200.00	1	Directors	For	Management	For
Camden Property Trust	CPT	133131102	5/6/2009	3/16/2009	Annual	10,200.00	2	Ratify Auditors	For	Management	For
Essex Property Trust, Inc.	ESS	297178105	5/5/2009	2/27/2008	Annual	12,100.00	1	Directors	For	Management	For
Essex Property Trust, Inc.	ESS	297178105	5/5/2009	2/27/2008	Annual	12,100.00	2	Ratify Auditors	For	Management	For
Nationwide Health Properties, Inc.	NHP	638620104	5/5/2009	3/6/2009	Annual	19,100.00	1	Directors	For	Management	For
Nationwide Health Properties, Inc.	NHP	638620104	5/5/2009	3/6/2009	Annual	19,100.00	2	Ratify Auditors	For	Management	For
PS Business Parks, Inc.	PSB	69360J107	5/4/2009	3/6/2009	Annual	9,500.00	1	Directors	For	Management	For
PS Business Parks, Inc.	PSB	69360J107	5/4/2009	3/6/2009	Annual	9,500.00	2	Ratify Auditors	For	Management	For
Home Properties, Inc.	HME	437306103	5/5/2009	3/9/2009	Annual	8,100.00	1	Directors	For	Management	For
Home Properties, Inc.	HME	437306103	5/5/2009	3/9/2009	Annual	8,100.00	2	Approve Stock Benefit Plan	For	Management	For
Home Properties, Inc.	HME	437306103	5/5/2009	3/9/2009	Annual	8,100.00	3	Approve Company's Bonus Plan	For	Management	For
Home Properties, Inc.	HME	437306103	5/5/2009	3/9/2009	Annual	8,100.00	4	Ratify Auditors	For	Management	For
Federal Realty Investment Trust	FRT	313747206	5/6/2009	3/19/2009	Annual	11,900.00	1	Directors	For	Management	For
Federal Realty Investment Trust	FRT	313747206	5/6/2009	3/19/2009	Annual	11,900.00	2	Ratify Auditors	For	Management	For
Federal Realty Investment Trust	FRT	313747206	5/6/2009	3/19/2009	Annual	11,900.00	3	Approval to Declassify Board of Directors	Against	Shareholder	For
Healthcare Realty Trust Incorporated	HR	421946104	5/19/2009	3/19/2009	Annual	9,900.00	1	Directors	For	Management	For
Healthcare Realty Trust Incorporated	HR	421946104	5/19/2009	3/19/2009	Annual	9,900.00	2	Ratify Auditors	For	Management	For
Prologics	PLD	743410102	5/20/2009	3/23/2009	Annual	57,102.00	1	Directors	For	Management	For
Prologics	PLD	743410102	5/20/2009	3/23/2009	Annual	57,102.00	2	Raitfy Auditors	For	Management	For
Public Storage Inc.	PSA	74460D109	5/7/2009	3/9/2009	Annual	22,900.00	1	Directors	For	Management	For
Public Storage Inc.	PSA	74460D109	5/7/2009	3/9/2009	Annual	22,900.00	2	Ratify Auditors	For	Management	For
Simon Property Group, Inc.	828806109	828806109	5/8/2009	3/9/2009	Annual	37,868.00	1	Directors	For	Management	For
Simon Property Group, Inc.	828806109	828806109	5/8/2009	3/9/2009	Annual	37,868.00	2	Ratify Auditors	For	Management	For
Simon Property Group, Inc.	828806109	828806109	5/8/2009	3/9/2009	Annual	37,868.00	3	Amend Stock Options and Incentive Plan	For	Management	For
Simon Property Group, Inc.	828806109	828806109	5/8/2009	3/9/2009	Annual	37,868.00	4	Pay increase Proposal for Superior Performance	Against	Shareholder	Against
AMB Property Corp.	AMB	00163T109	5/7/2009	3/3/2009	Annual	11,400.00	1	Directors	For	Management	For
AMB Property Corp.	AMB	00163T109	5/7/2009	3/3/2009	Annual	11,400.00	2	Ratify Auditors	For	Management	For
Digital Realty Trust, Inc.	DLR	253868103	4/28/2009	3/3/2009	Annual	23,500.00	1	Directors	For	Management	For
Digital Realty Trust, Inc.	DLR	253868103	4/28/2009	3/3/2009	Annual	23,500.00	2	Ratify Auditors	For	Management	For
Cousins Properties Inc.	CUZ	222795106	5/12/2009	3/13/2009	Annual	18,300.00	1	Directors	For	Management	For
Cousins Properties Inc.	CUZ	222795106	5/12/2009	3/13/2009	Annual	18,300.00	2	Amend Stock Options and Incentive Plan	For	Management	For
Cousins Properties Inc.	CUZ	222795106	5/12/2009	3/13/2009	Annual	18,300.00	3	Ratify Auditors	For	Management	For
Equity Residential	EQR	29476L107	6/11/2009	3/31/2009	Annual	46,700.00	1	Directors	For	Management	For
Equity Residential	EQR	29476L107	6/11/2009	3/31/2009	Annual	46,700.00	2	Ratify Auditor	For	Management	For
Equity Residential	EQR	29476L107	6/11/2009	3/31/2009	Annual	46,700.00	3	Change Voting Standard	Against	Management	Against
Digital Realty Trust, Inc.	DLR	253868103	4/28/2009	3/3/2009	Annual	23,500.00	1	Directors	For	Management	For
Digital Realty Trust, Inc.	DLR	253868103	4/28/2009	3/3/2009	Annual	23,500.00	2	Ratify Auditors	For	Management	For
Digital Realty Trust, Inc.	DLR	253868103	4/28/2009	3/3/2009	Annual	23,500.00	3	Approval of 2004 Incentive Award Plan	For	Management	For
Ventas Inc.	VTR	92276F100	5/7/2009	3/16/2009	Annual	20,500.00	1	Directos	For	Management	For
Ventas Inc.	VTR	92276F100	5/7/2009	3/16/2009	Annual	20,500.00	2	Ratify Auditors	For	Management	For
Ventas Inc.	VTR	92276F100	5/7/2009	3/16/2009	Annual	20,500.00	3	Approval to Increase Authorized Common Stock	For	Management	For
Ventas Inc.	VTR	92276F100	5/7/2009	3/16/2009	Annual	20,500.00	4	Approve Amendment To Certificate of Incorporation	For	Management	For
Vornado Realty Trust	VNO	929042109	5/14/2009	3/13/2009	Annual	28,340.00	1	Directors	For	Management	For
HCP, Inc.	HCP	40414L109	4/23/2009	3/3/2009	Annual	45,900.00	2	Approve Incentive Plan	For	Management	For
HCP, Inc.	HCP	40414L109	4/23/2009	3/3/2009	Annual	45,900.00	3	Ratify Auditor	For	Management	For
KIMCO Realty Corporation	KIM	49446R109	5/12/2009	3/18/2009	Annual	37,900.00	1	Directors	For	Management	For
KIMCO Realty Corporation	KIM	49446R109	5/12/2009	3/18/2009	Annual	37,900.00	2	Ratify Auditor	For	Management	For
Simon Property Group, Inc.	828806109	828806109	5/8/2009	3/9/2009	Annual	37,868.00	1	Approve Ammendements	For	Management	For
Simon Property Group, Inc.	828806109	828806109	5/8/2009	3/9/2009	Annual	37,868.00	2	Directors	For	Management	For
Simon Property Group, Inc.	828806109	828806109	5/8/2009	3/9/2009	Annual	37,868.00	3	Authorize Management to Adjust Meeting	For	Management	For
Simon Property Group, Inc.	828806109	828806109	5/8/2009	3/9/2009	Annual	37,868.00	4	Ratify Auditor	For	Management	For
Nationwide Health Properties, Inc.	NHP	638620104	5/5/2009	3/6/2009	Annual	19,100.00	1	Directors	For	Management	For
Nationwide Health Properties, Inc.	NHP	638620104	5/5/2009	3/6/2009	Annual	19,100.00	2	Ratify Auditor	For	Management	For
Healthcare Realty Trust Incorporated	HR	421946104	5/19/2009	3/19/2009	Annual	9,900.00	1	Directors	For	Management	For
Healthcare Realty Trust Incorporated	HR	421946104	5/19/2009	3/19/2009	Annual	9,900.00	2	Ratify Auditor	For	Management	For
Avalonbay Communities, Inc.	AVB	053484101	5/21/2009	3/6/2009	Annual	14,870.00	1	Directors	For	Management	For
Avalonbay Communities, Inc.	AVB	053484101	5/21/2009	3/6/2009	Annual	14,870.00	2	Approve Incentive Plan	For	Management	For
Avalonbay Communities, Inc.	AVB	053484101	5/21/2009	3/6/2009	Annual	14,870.00	3	Ratify Auditor	For	Management	For
National Retail Properties, Inc.	NNN	637417106	5/15/2009	3/17/2009	Annual	19,700.00	1	Directors	For	Management	For
AMB Property Corp.	AMB	00163T109	5/7/2009	3/3/2009	Annual	11,400.00	4	Pay Increase Proposal for Superior Performance	Against	Management	Against
First Potomac Realty Trust	FPO	33610F109	5/21/2009	3/16/2009	Annual	6,700.00	1	Directors	For	Management	For
First Potomac Realty Trust	FPO	33610F109	5/21/2009	3/16/2009	Annual	6,700.00	2	Amend Stock Compensation Plan	For	Management	For
Mid-America Apartment Communities	MAA	59522J103	5/28/2009	3/20/2009	Annual	10,800.00	1	Directors	For	Management	For
Mid-America Apartment Communities	MAA	59522J103	5/28/2009	3/20/2009	Annual	10,800.00	2	Ratify Auditors	For	Management	For
LaSalle Hotel Properties	LHO	517942108	4/23/2009	2/10/2009	Annual	13,000.00	1	Directors	For	Management	For
LaSalle Hotel Properties	LHO	517942108	4/23/2009	2/10/2009	Annual	13,000.00	2	Ratification of Auditors	For	Management	For
LaSalle Hotel Properties	LHO	517942108	4/23/2009	2/10/2009	Annual	13,000.00	3	Amend and Restate delcaration of the Trust	For	Management	For
Liberty Property Trust	LRY	531172104	5/21/2009	3/20/2009	Annual	11,400.00	1	Directors	For	Management	For
Liberty Property Trust	LRY	531172104	5/21/2009	3/20/2009	Annual	11,400.00	2	Ratify Auditors	For	Management	For
Liberty Property Trust	LRY	531172104	5/21/2009	3/20/2009	Annual	11,400.00	3	Amend Share Incentive Plan	For	Management	For
Vornado Realty Trust	VNO	929042109	5/14/2009	3/13/2009	Annual	28,340.00	1	Directors	For	Management	For
Vornado Realty Trust	VNO	929042109	5/14/2009	3/13/2009	Annual	28,340.00	2	Ratify Auditors	For	Management	For
Vornado Realty Trust	VNO	929042109	5/14/2009	3/13/2009	Annual	28,340.00	3	Amend Majority Vote Policy	Against	Management	Against
KIMCO Realty Corporation	KIM	49446R109	5/12/2009	3/18/2009	Annual	37,900.00	1	Directors	For	Management	For
KIMCO Realty Corporation	KIM	49446R109	5/12/2009	3/18/2009	Annual	37,900.00	2	Amendment to Company Charter	For	Management	For
KIMCO Realty Corporation	KIM	49446R109	5/12/2009	3/18/2009	Annual	37,900.00	3	Ratify Auditors	For	Management	For
Corporate Office Properties Trust	OFC	22002T108	5/14/2009	3/16/2009	Annual	22,200.00	1	Directors	For	Management	For
Corporate Office Properties Trust	OFC	22002T108	5/14/2009	3/16/2009	Annual	22,200.00	2	Amend Incentive Plan	For	Management	Against
Kilroy Realty Corp.	KRC	49427F108	5/27/2009	3/25/2009	Annual	13,900.00	1	Directors	For	Management	For
Avalonbay Communities, Inc.	AVB	053484101	5/21/2009	3/6/2009	Annual	14,870.00	1	Directors	For	Management	For
Avalonbay Communities, Inc.	AVB	053484101	5/21/2009	3/6/2009	Annual	14,870.00	2	Ratify Auditors	For	Management	For
Acadia Realty Trust	AKR	004239109	5/13/2009	3/31/2009	Annual	24,213.00	1	Directors	For	Management	For
Acadia Realty Trust	AKR	004239109	5/13/2009	3/31/2009	Annual	24,213.00	2	Ratify Auditors	For	Management	For
Prologics	PLD	743410102	5/20/2009	3/23/2009	Annual	57,102.00	1	Directors	For	Management	For
Prologics	PLD	743410102	5/20/2009	3/23/2009	Annual	57,102.00	2	Ratify Auditors	For	Management	For
Simon Property Group, Inc.	828806109	828806109	5/8/2009	3/9/2009	Annual	37,868.00	1	Directors	For	Management	For
Simon Property Group, Inc.	828806109	828806109	5/8/2009	3/9/2009	Annual	37,868.00	2	Ratify Auditors	For	Management	For
Simon Property Group, Inc.	828806109	828806109	5/8/2009	3/9/2009	Annual	37,868.00	3	Stockholder Proposal to Link Pay to Performance	Against	Management	Against
Simon Property Group, Inc.	828806109	828806109	5/8/2009	3/9/2009	Annual	37,868.00	4	Stockholder Proposal To Vote On Executive Comp.	Against	Management	Against
Simon Property Group, Inc.	828806109	828806109	5/8/2009	3/9/2009	Annual	37,868.00	5	Stockholder Proposal to Approve Severence Agrmts	Against	Management	Against
Public Storage Inc.	PSA	74460D109	5/7/2009	3/9/2009	Annual	22,900.00	1	Directors	For	Management	For
Public Storage Inc.	PSA	74460D109	5/7/2009	3/9/2009	Annual	22,900.00	2	Ratify Auditors	For	Management	For
Public Storage Inc.	PSA	74460D109	5/7/2009	3/9/2009	Annual	22,900.00	3	Approve Equity and Performance Compensation Plan	For	Management	For
Public Storage Inc.	PSA	74460D109	5/7/2009	3/9/2009	Annual	22,900.00	4	Approve Company Reorganization to a REIT	For	Management	For
Public Storage Inc.	PSA	74460D109	5/7/2009	3/9/2009	Annual	22,900.00	5	Approval of Meeting Adjournments and Postponements	For	Management	For
Vornado Realty Trust	VNO	929042109	5/14/2009	3/13/2009	Annual	28,340.00	2	Ratify Auditors	For	Management	For
Vornado Realty Trust	VNO	929042109	5/14/2009	3/13/2009	Annual	28,340.00	3	Shareholder Proposal	Against	Shareholder	Against
Liberty Property Trust	LRY	531172104	5/21/2009	3/20/2009	Annual	11,400.00	1	Directors	For	Management	For
Liberty Property Trust	LRY	531172104	5/21/2009	3/20/2009	Annual	11,400.00	2	Ratify Auditors	For	Management	For
Mid-America Apartment Communities	MAA	59522J103	5/28/2009	3/20/2009	Annual	10,800.00	1	Amend Charter	For	Management	For
Mid-America Apartment Communities	MAA	59522J103	5/28/2009	3/20/2009	Annual	10,800.00	2	Directors	For	Management	For
Mid-America Apartment Communities	MAA	59522J103	5/28/2009	3/20/2009	Annual	10,800.00	3	Ratify Auditors	For	Management	For
Kilroy Realty Corp.	KRC	49427F108	5/27/2009	3/25/2009	Annual	13,900.00	1	Directors	For	Management	For
Kilroy Realty Corp.	KRC	49427F108	5/27/2009	3/25/2009	Annual	13,900.00	2	Stockholder Proposal	Against	Shareholder	For
BRE Properties Inc.	BRE	05564E106	5/21/2009	3/20/2009	Annual	15,800.00	1	Directors	For	Management	For
BRE Properties Inc.	BRE	05564E106	5/21/2009	3/20/2009	Annual	15,800.00	2	Approve Amendment	For	Management	For
BRE Properties Inc.	BRE	05564E106	5/21/2009	3/20/2009	Annual	15,800.00	3	Ratify Auditors	For	Management	For
Washington Real Estate Investment Trust	WRE	939653101	5/18/2009	3/16/2009	Annual	22,600.00	1	Directors	For	Management	For
Washington Real Estate Investment Trust	WRE	939653101	5/18/2009	3/16/2009	Annual	22,600.00	2	Ratify Auditors	For	Management	For
Acadia Realty Trust	AKR	004239109	5/13/2009	3/31/2009	Annual	24,213.00	1	Directors	For	Management	For
Acadia Realty Trust	AKR	004239109	5/13/2009	3/31/2009	Annual	24,213.00	2	Ratify Auditors	For	Management	For
Ventas Inc.	VTR	92276F100	5/7/2009	3/16/2009	Annual	20,500.00	1	Directors	For	Management	For
Ventas Inc.	VTR	92276F100	5/7/2009	3/16/2009	Annual	20,500.00	2	Ratify Auditors	For	Management	For
KIMCO Realty Corporation	KIM	49446R109	5/12/2009	3/18/2009	Annual	37,900.00	1	Directors	For	Management	For
KIMCO Realty Corporation	KIM	49446R109	5/12/2009	3/18/2009	Annual	37,900.00	2	Approve Stock Option and Incentive Plan	For	Management	For
KIMCO Realty Corporation	KIM	49446R109	5/12/2009	3/18/2009	Annual	37,900.00	3	Ratify Auditors	For	Management	For
Corporate Office Properties Trust	OFC	22002T108	5/14/2009	3/16/2009	Annual	22,200.00	1	Directors	For	Management	For
Corporate Office Properties Trust	OFC	22002T108	5/14/2009	3/16/2009	Annual	22,200.00	2	Elimination of the Classification of Board	For	Management	For
Corporate Office Properties Trust	OFC	22002T108	5/14/2009	3/16/2009	Annual	22,200.00	3	Approve Stock Option and Incentive Plan	For	Management	For
Corporate Office Properties Trust	OFC	22002T108	5/14/2009	3/16/2009	Annual	22,200.00	4	Ratify Auditors	For	Management	For
Avalonbay Communities, Inc.	AVB	053484101	5/21/2009	3/6/2009	Annual	14,870.00	1	Directors	For	Management	For
Avalonbay Communities, Inc.	AVB	053484101	5/21/2009	3/6/2009	Annual	14,870.00	2	Ratify Auditors	For	Management	For
Douglas Emmett Inc.	DEI	25960P109	6/11/2009	4/13/2009	Annual	43,000.00	1	Directors	For	Management	For
Douglas Emmett Inc.	DEI	25960P109	6/11/2009	4/13/2009	Annual	43,000.00	2	Ratify Auditors	For	Management	For
Taubman Centers	TCO	876664103	5/29/2009	3/31/2009	Annual	11,200.00	1	Directors	For	Management	For
Taubman Centers	TCO	876664103	5/29/2009	3/31/2009	Annual	11,200.00	2	Ratify Auditors	For	Management	For
Taubman Centers	TCO	876664103	5/29/2009	3/31/2009	Annual	11,200.00	3	Approval of Incentive Plan	For	Management	For
Taubman Centers	TCO	876664103	5/29/2009	3/31/2009	Annual	11,200.00	4	Declassify Board of Directors	Against	Shareholder	For
National Retail Properties, Inc.	NNN	637417106	5/15/2009	3/17/2009	Annual	19,700.00	1	Directors	For	Management	For
Taubman Centers	TCO	876664103	5/29/2009	3/31/2009	Annual	11,200.00	1	Directors	For	Management	For
Taubman Centers	TCO	876664103	5/29/2009	3/31/2009	Annual	11,200.00	2	Ratify Auditors	For	Management	For
Taubman Centers	TCO	876664103	5/29/2009	3/31/2009	Annual	11,200.00	3	Shareholder Proposal	Against	Management	For
Essex Property Trust, Inc.	ESS	297178105	5/5/2009	2/27/2008	Annual	12,100.00	1	Directors	For	Management	For
Essex Property Trust, Inc.	ESS	297178105	5/5/2009	2/27/2008	Annual	12,100.00	2	Ratify Auditors	For	Management	For
PS Business Parks, Inc.	PSB	69360J107	5/4/2009	3/6/2009	Annual	9,500.00	1	Director	For	Management	For
PS Business Parks, Inc.	PSB	69360J107	5/4/2009	3/6/2009	Annual	9,500.00	2	Ratify Auditors	For	Management	For
Federal Realty Investment Trust	FRT	313747206	5/6/2009	3/19/2009	Annual	11,900.00	1	Directors	For	Management	For
Federal Realty Investment Trust	FRT	313747206	5/6/2009	3/19/2009	Annual	11,900.00	2	Ratify Auditors	For	Management	For
Federal Realty Investment Trust	FRT	313747206	5/6/2009	3/19/2009	Annual	11,900.00	3	Amend Incentive Plan	For	Management	For
Home Properties, Inc.	HME	437306103	5/5/2009	3/9/2009	Annual	8,100.00	1	Directors	For	Management	For
Home Properties, Inc.	HME	437306103	5/5/2009	3/9/2009	Annual	8,100.00	2	Ratify Auditors	For	Management	For
Regency Centers Corporation	REG	758849103	5/5/2009	2/24/2009	Annual	14,900.00	1	Directors	For	Management	For
Regency Centers Corporation	REG	758849103	5/5/2009	2/24/2009	Annual	14,900.00	2	Ratify Auditors	For	Management	For
Camden Property Trust	CPT	133131102	5/6/2009	3/16/2009	Annual	10,200.00	1	Directors	For	Management	For
Camden Property Trust	CPT	133131102	5/6/2009	3/16/2009	Annual	10,200.00	2	Ratify Auditors	For	Management	For
Duke Realty Corp.	DRE	264411505	7/22/2009	5/29/2009	Annual	13,900.00	1	Directors	For	Management	For
Duke Realty Corp.	DRE	264411505	7/22/2009	5/29/2009	Annual	13,900.00	2	Ratify Auditors	For	Management	For
National Retail Properties, Inc.	NNN	637417106	5/15/2009	3/17/2009	Annual	19,700.00	2	Ratify Auditors	For	Management	For
Cogdell Spencer Inc.	CSA	19238U107	5/5/2009	3/6/2009	Annual	9,700.00	1	Directors	For	Management	For
Cogdell Spencer Inc.	CSA	19238U107	5/5/2009	3/6/2009	Annual	9,700.00	2	Ratify Auditors	For	Management	For
Cogdell Spencer Inc.	CSA	19238U107	5/5/2009	3/6/2009	Annual	9,700.00	3	Approval of Exchange Feature	For	Management	For
Equity Residential	EQR	29476L107	6/11/2009	3/31/2009	Annual	46,700.00	1	Directors	For	Management	For
Equity Residential	EQR	29476L107	6/11/2009	3/31/2009	Annual	46,700.00	2	Ratify Auditors	For	Management	For
S.L. Green Realty Corp.	SLG	78440X101	6/11/2009	3/30/2009	Annual	7,600.00	1	Directors	For	Management	For
S.L. Green Realty Corp.	SLG	78440X101	6/11/2009	3/30/2009	Annual	7,600.00	2	Ratify Auditors	For	Management	For
S.L. Green Realty Corp.	SLG	78440X101	6/11/2009	3/30/2009	Annual	7,600.00	3	Approve Employee Stock Purchase Plan	For	Management	For
National Retail Properties, Inc.	NNN	637417106	5/15/2009	3/17/2009	Annual	19,700.00	2	Ratify Auditor	For	Management	For
National Retail Properties, Inc.	NNN	637417106	5/15/2009	3/17/2009	Annual	19,700.00	3	Transact Other Business	For	Management	For
Home Properties, Inc.	HME	437306103	5/5/2009	3/9/2009	Annual	8,100.00	1	Directors	For	Management	For
Home Properties, Inc.	HME	437306103	5/5/2009	3/9/2009	Annual	8,100.00	2	Ratify Auditor	For	Management	For
Boston Properties, Inc.	BXP	BXP	5/19/2009	3/24/2009	Annual	21,400.00	1	Directors	For	Management	For
Boston Properties, Inc.	BXP	BXP	5/19/2009	3/24/2009	Annual	21,400.00	2	Ratify Auditor	For	Management	For
Boston Properties, Inc.	BXP	BXP	5/19/2009	3/24/2009	Annual	21,400.00	3	Consider Stockholder Proposal	Against	Management	For
Boston Properties, Inc.	BXP	BXP	5/19/2009	3/24/2009	Annual	21,400.00	4	Consider Stockholder Proposal	Against	Management	Against
Boston Properties, Inc.	BXP	BXP	5/19/2009	3/24/2009	Annual	21,400.00	5	Consider Stockholder Proposal	Against	Management	Against
Boston Properties, Inc.	BXP	BXP	5/19/2009	3/24/2009	Annual	21,400.00	6	Consider Stockholder Proposal	Against	Management	Against
Vornado Realty Trust	VNO	929042109	5/14/2009	3/13/2009	Annual	28,340.00	1	Directors	For	Management	For
Vornado Realty Trust	VNO	929042109	5/14/2009	3/13/2009	Annual	28,340.00	2	Ratify Auditor	For	Management	For
Vornado Realty Trust	VNO	929042109	5/14/2009	3/13/2009	Annual	28,340.00	3	Consider Stockholder Proposal	Against	Management	Against
Vornado Realty Trust	VNO	929042109	5/14/2009	3/13/2009	Annual	28,340.00	4	Consider Stockholder Proposal	Against	Management	Against
Digital Realty Trust, Inc.	DLR	253868103	4/28/2009	3/3/2009	Annual	23,500.00	1	Directors	For	Management	For
Digital Realty Trust, Inc.	DLR	253868103	4/28/2009	3/3/2009	Annual	23,500.00	2	Ratify Auditor	For	Management	For
Federal Realty Investment Trust	FRT	313747206	5/6/2009	3/19/2009	Annual	11,900.00	1	Directors	For	Management	For
Federal Realty Investment Trust	FRT	313747206	5/6/2009	3/19/2009	Annual	11,900.00	2	Ratify Auditor			For
Federal Realty Investment Trust	FRT	313747206	5/6/2009	3/19/2009	Annual	11,900.00	3	Propsal to eliminate classified board	For	Management	For
Federal Realty Investment Trust	FRT	313747206	5/6/2009	3/19/2009	Annual	11,900.00	4	Proposal to amend shareholder rights plan	For	Management	Against
Entertainment Properties Trust	EPR	29380T105	5/13/2009	2/18/2009	Annual	3,500.00	1	Directors	For	Management	For
Entertainment Properties Trust	EPR	29380T105	5/13/2009	2/18/2009	Annual	3,500.00	2	Proposal to Amend Equity Incentive Plan	For	Management	For
Entertainment Properties Trust	EPR	29380T105	5/13/2009	2/18/2009	Annual	3,500.00	3	Ratify Auditor	For	Management	For
Essex Property Trust, Inc.	ESS	297178105	5/5/2009	2/27/2008	Annual	12,100.00	1	Director	For	Management	For
Essex Property Trust, Inc.	ESS	297178105	5/5/2009	2/27/2008	Annual	12,100.00	2	Ratify Auditor	For	Management	For
Cousins Properties Inc.	CUZ	222795106	5/12/2009	3/13/2009	Annual	18,300.00	1	Directors	For	Management	For
Cousins Properties Inc.	CUZ	222795106	5/12/2009	3/13/2009	Annual	18,300.00	2	Proposal to Approve Incentive Stock Plan	For	Management	For
Cousins Properties Inc.	CUZ	222795106	5/12/2009	3/13/2009	Annual	18,300.00	3	Ratify Auditor	For	Management	For
Camden Property Trust	CPT	133131102	5/6/2009	3/16/2009	Annual	10,200.00	1	Directors	For	Management	For
Camden Property Trust	CPT	133131102	5/6/2009	3/16/2009	Annual	10,200.00	2	Ratify Auditor	For	Management	For
Kite Realty Group Trust	KRG	49803T102	5/5/2009	3/20/2009	Annual	8,800.00	1	Directors	For	Management	For
Kite Realty Group Trust	KRG	49803T102	5/5/2009	3/20/2009	Annual	8,800.00	2	Ratify Auditor			For
Kite Realty Group Trust	KRG	49803T102	5/5/2009	3/20/2009	Annual	8,800.00	3	Proposal to Amend Equity Incentive Plan	For	Management	For
PS Business Parks, Inc.	PSB	69360J107	5/4/2009	3/6/2009	Annual	9,500.00	1	Directors	For	Management	For
PS Business Parks, Inc.	PSB	69360J107	5/4/2009	3/6/2009	Annual	9,500.00	2	Ratify Auditor	For	Management	For
First Potomac Realty Trust	FPO	33610F109	5/21/2009	3/16/2009	Annual	6,700.00	1	Directors	For	Management	For
First Potomac Realty Trust	FPO	33610F109	5/21/2009	3/16/2009	Annual	6,700.00	2	Proposal to Compensation Plan	For	Management	For
First Potomac Realty Trust	FPO	33610F109	5/21/2009	3/16/2009	Annual	6,700.00	3	Proposal to Amend Employee Share Purchase Plan	For	Management	For
First Potomac Realty Trust	FPO	33610F109	5/21/2009	3/16/2009	Annual	6,700.00	4	Ratify Auditor	For	Management	For
BRE Properties Inc.	BRE	05564E106	5/21/2009	3/20/2009	Annual	15,800.00	1	Directors	For	Management	For
BRE Properties Inc.	BRE	05564E106	5/21/2009	3/20/2009	Annual	15,800.00	2	Ratify Auditor	For	Management	For
Prologics	PLD	743410102	5/20/2009	3/23/2009	Annual	57,102.00	1	Directors	For	Management	For
Prologics	PLD	743410102	5/20/2009	3/23/2009	Annual	57,102.00	2	Ratify Auditors	For	Management	For
Washington Real Estate Investment Trust	WRE	939653101	5/18/2009	3/16/2009	Annual	22,600.00	1	Directors	For	Management	For
Washington Real Estate Investment Trust	WRE	939653101	5/18/2009	3/16/2009	Annual	22,600.00	2	Ratify Auditor	For	Management	For
Corporate Office Properties Trust	OFC	22002T108	5/14/2009	3/16/2009	Annual	22,200.00	1	Directors	For	Management	For
Corporate Office Properties Trust	OFC	22002T108	5/14/2009	3/16/2009	Annual	22,200.00	2	Ratify Auditor	For	Management	For
First Industrial Realty Trust, Inc.	FR	32054K103	5/13/2009	3/20/2009	Annual	8,400.00	1	Directors	For	Management	For
First Industrial Realty Trust, Inc.	FR	32054K103	5/13/2009	3/20/2009	Annual	8,400.00	2	Approval of Incentive Plan	For	Management	For
First Industrial Realty Trust, Inc.	FR	32054K103	5/13/2009	3/20/2009	Annual	8,400.00	3	Ratify Auditor	For	Management	For
Highwoods Properties, Inc.	HIW	431284108	5/13/2009	3/2/2009	Annual	9,400.00	1	Directors	For	Management	For
Highwoods Properties, Inc.	HIW	431284108	5/13/2009	3/2/2009	Annual	9,400.00	2	Ratify Auditor	For	Management	For
Highwoods Properties, Inc.	HIW	431284108	5/13/2009	3/2/2009	Annual	9,400.00	3	Approve of Incentive Plan	For	Management	For
Acadia Realty Trust	AKR	004239109	5/13/2009	3/31/2009	Annual	24,213.00	1	Directors	For	Management	For
Acadia Realty Trust	AKR	004239109	5/13/2009	3/31/2009	Annual	24,213.00	2	Ratify Auditor	For	Management	For
Saul Centers Inc.	BFS	804395101	4/24/2009	3/12/2009	Annual	7,200.00	1	Directors	For	Management	For
Saul Centers Inc.	BFS	804395101	4/24/2009	3/12/2009	Annual	7,200.00	2	Ratify Auditors	For	Management	For
Saul Centers Inc.	BFS	804395101	4/24/2009	3/12/2009	Annual	7,200.00	3	Proposal to Transact Other Business	For	Management	Abstain
S.L. Green Realty Corp.	SLG	78440X101	6/11/2009	3/30/2009	Annual	7,600.00	1	Directors	For	Management	For
S.L. Green Realty Corp.	SLG	78440X101	6/11/2009	3/30/2009	Annual	7,600.00	2	Ratify Auditors	For	Management	For
Kilroy Realty Corp.	KRC	49427F108	5/27/2009	3/25/2009	Annual	13,900.00	1	Charter Ammendment	For	Management	For
Kilroy Realty Corp.	KRC	49427F108	5/27/2009	3/25/2009	Annual	13,900.00	2	Directors	For	Management	For
Kilroy Realty Corp.	KRC	49427F108	5/27/2009	3/25/2009	Annual	13,900.00	3	Amendment to Incentive Award Plan	For	Management	Against
Mid-America Apartment Communities	MAA	59522J103	5/28/2009	3/20/2009	Annual	10,800.00	1	Director	For	Management	For
Mid-America Apartment Communities	MAA	59522J103	5/28/2009	3/20/2009	Annual	10,800.00	2	Ratify Auditor	For	Management	For
Mid-America Apartment Communities	MAA	59522J103	5/28/2009	3/20/2009	Annual	10,800.00	3	Other Business	For	Management	For
CB Richards Ellis Group	CBG	12497T101	6/2/2009	4/9/2009	Annual	11,000.00	1	Directors	For	Management
CB Richards Ellis Group	CBG	12497T101	6/2/2009	4/9/2009	Annual	11,000.00	2	Ratify Auditors	For	Management	For
CB Richards Ellis Group	CBG	12497T101	6/2/2009	4/9/2009	Annual	11,000.00	3	Approval of the Option Exchange Program	For	Management	For
CB Richards Ellis Group	CBG	12497T101	6/2/2009	4/9/2009	Annual	11,000.00	4	Approval of the Increase in Authorized Shares	For	Management	For
Taubman Centers	TCO	876664103	5/29/2009	3/31/2009	Annual	11,200.00	1	Directors	For	Management	For
Taubman Centers	TCO	876664103	5/29/2009	3/31/2009	Annual	11,200.00	2	Ratify Auditors	For	Management	For
Liberty Property Trust	LRY	531172104	5/21/2009	3/20/2009	Annual	11,400.00	1	Directors	For	Management	For
Liberty Property Trust	LRY	531172104	5/21/2009	3/20/2009	Annual	11,400.00	2	Ratify Auditors	For	Management	For
Liberty Property Trust	LRY	531172104	5/21/2009	3/20/2009	Annual	11,400.00	3	Approval of Proposal	For	Management	For
Duke Realty Corp.	DRE	264411505	7/22/2009	5/29/2009	Annual	13,900.00	1	Proposal to Increase Outstanding Shares	For	Management	For
Duke Realty Corp.	DRE	264411505	7/22/2009	5/29/2009	Annual	13,900.00	2	Proposal to Increase Preferred Shares	For	Management	For
Douglas Emmett Inc.	DEI	25960P109	6/11/2009	4/13/2009	Annual	43,000.00	1	Directors	For	Management	For
Douglas Emmett Inc.	DEI	25960P109	6/11/2009	4/13/2009	Annual	43,000.00	2	Ratify Auditor	For	Management	For
Douglas Emmett Inc.	DEI	25960P109	6/11/2009	4/13/2009	Annual	43,000.00	3	Approve Stock Incentive Plan	For	Management	Against

IVY FUNDS VIP SCIENCE AND TECHNOLOGY
(until July 31, 2008, W&R Target Science and Technology Portfolio)

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
89 W&R Target Science & Technology
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
06/10/09 - A	ACI Worldwide Inc *ACIW*			004498101			04/13/09
	1	Elect Directors			For	Split		Mgmt
	1.1	Elect Director Alfred R. Berkeley, III --- Withhold
			2.6b meeting attendance < 75%
	1.2	Elect Director John D. Curtis --- For
			2.6a
	1.3	Elect Director Philip G. Heasley --- For
			2.6a
	1.4	Elect Director James C. McGroddy --- For
			2.6a
	1.5	Elect Director Harlan F. Seymour --- For
			2.6a
	1.6	Elect Director John M. Shay, Jr. --- For
			2.6a
	1.7	Elect Director John E. Stokely --- For
			2.6a
	1.8	Elect Director Jan H. Suwinski --- For
			2.6a
06/15/09 - A	Alliance Data Systems Corp. *ADS*			018581108			04/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Edward J. Heffernan --- For
			Item 2.6a
	1.2	Elect Director Robert A. Minicucci --- For
			Item 2.6a
	1.3	Elect Director J. Michael Parks --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/06/09 - A	Amgen, Inc. *AMGN*			031162100			03/09/09
	1	Elect Director David Baltimore			For	For		Mgmt
			2.6a
	2	Elect Director Frank J. Biondi, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Francois de Carbonnel			For	For		Mgmt
			2.6a
	4	Elect Director Jerry D. Choate			For	For		Mgmt
			2.6a
	5	Elect Director Vance D. Coffman			For	For		Mgmt
			2.6a
	6	Elect Director Frederick W. Gluck			For	For		Mgmt
			2.6a
	7	Elect Director Frank C. Herringer			For	For		Mgmt
			2.6a
	8	Elect Director Gilbert S. Omenn			For	For		Mgmt
			2.6a
	9	Elect Director Judith C. Pelham			For	For		Mgmt
			2.6a
	10	Elect Director J. Paul Reason			For	For		Mgmt
			2.6a
	11	Elect Director Leonard D. Schaeffer			For	For		Mgmt
			2.6a
	12	Elect Director Kevin W. Sharer			For	For		Mgmt
			2.6a
	13	Ratify Auditors			For	For		Mgmt
			3.1a
	14	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	15	Reduce Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	16	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	17	Reincorporate in Another State [from Delaware to North Dakota ]			Against	Against		ShrHoldr
			3.16a
11/06/08 - A	Animal Health International, Inc. *AHII*			03525N109			09/19/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Mark A. Rosen --- For
			Item 2.6a
	1.2	Elect Director Ronald G. Steinhart --- For
			Item 2.6a
02/25/09 - A	Apple Inc. *AAPL*			037833100			12/29/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William V. Campbell --- For
			2.6a
	1.2	Elect Director Millard S. Drexler --- For
			2.6a
	1.3	Elect Director Albert A. Gore, Jr. --- For
			2.6a
	1.4	Elect Director Steven P. Jobs --- For
			2.6a
	1.5	Elect Director Andrea Jung --- For
			2.6a
	1.6	Elect Director A.D. Levinson --- For
			2.6a
	1.7	Elect Director Eric E. Schmidt --- For
			2.6a
	1.8	Elect Director Jerome B. York --- For
			2.6a
	2	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	3	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	4	Prepare Sustainability Report			Against	Against		ShrHoldr
			5.4
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
11/06/08 - A	Archer-Daniels-Midland Company *ADM*			039483102			09/12/08
	1	Elect Director George W. Buckley			For	For		Mgmt
			2.6a
	2	Elect Director Mollie Hale Carter			For	For		Mgmt
			2.6a
	3	Elect Director Victoria F. Haynes			For	For		Mgmt
			2.6a
	4	Elect Director Antonio Maciel Neto			For	For		Mgmt
			2.6a
	5	Elect Director Patrick J. Moore			For	For		Mgmt
			2.6a
	6	Elect Director M. Brian Mulroney			For	For		Mgmt
			2.6a
	7	Elect Director Thomas F. O Neill			For	For		Mgmt
			2.6a
	8	Elect Director Kelvin R. Westbrook			For	For		Mgmt
			2.6a
	9	Elect Director Patricia A. Woertz			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Adopt ILO Based Code of Conduct			Against	Against		ShrHoldr
			6.1
08/21/08 - A	Aspen Technology, Inc. *AZPN*			045327103			06/24/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Donald P. Casey --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Jennings --- For
			Item 2.6a
	1.3	Elect Director Michael Pehl --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/24/09 - A	AT&T Inc *T*			00206R102			02/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Randall L. Stephenson --- For
			2.6a
	1.2	Elect Director William F. Aldinger III --- For
			2.6a
	1.3	Elect Director Gilbert F. Amelio --- For
			2.6a
	1.4	Elect Director Reuben V. Anderson --- For
			2.6a
	1.5	Elect Director James H. Blanchard --- For
			2.6a
	1.6	Elect Director August A. Busch III --- For
			2.6a
	1.7	Elect Director Jaime Chico Pardo --- For
			2.6a
	1.8	Elect Director James P. Kelly --- For
			2.6a
	1.9	Elect Director Jon C. Madonna --- For
			2.6a
	1.10	Elect Director Lynn M. Martin --- For
			2.6a
	1.11	Elect Director John B. McCoy --- For
			2.6a
	1.12	Elect Director Mary S. Metz --- For
			2.6a
	1.13	Elect Director Joyce M. Roch   --- For
			2.6a
	1.14	Elect Director Laura D Andrea Tyson --- For
			2.6a
	1.15	Elect Director Patricia P. Upton --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Increase Authorized Common Stock			For	For		Mgmt
			3.6
	4	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	5	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	6	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	7	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	8	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	9	Exclude Pension Credits ftom Earnings Performance Measure			Against	For		ShrHoldr
			99 Per Matt Norris
05/08/09 - A	Bunge Limited *BG*			G16962105			03/16/09
	1a	Elect Octavio Caraballo as Director			For	For		Mgmt
			2.6a
	1b	Elect Francis Coppinger as Director			For	For		Mgmt
			2.6a
	1c	Elect Larry G. Pillard as Director			For	For		Mgmt
			2.6a
	1d	Elect Alberto Weisser as Director			For	For		Mgmt
			2.6a
	2	Approve Deloitte & Touche LLP as Auditors and Authorize Audit Committee to Fix Their Remuneration			For	For		Mgmt
			3.1a
	3	Approve 2009 Equity Incentive Plan			For	For		Mgmt
			4.1
01/27/09 - S	CenturyTel, Inc. *CTL*			156700106			12/17/08
	1	Issue Shares in Connection with Acquisition			For	For		Mgmt
			3.5 per ZHS
	2	Amend Charter Eliminating Enhanced Voting Rights			For	For		Mgmt
			3.8
	3	Increase Authorized Common Stock			For	For		Mgmt
			3.6
	4	Adjourn Meeting			For	For		Mgmt
			7.7b
05/07/09 - A	CenturyTel, Inc. *CTL*			156700106			03/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Fred R. Nichols --- For
			2.6a
	1.2	Elect Director Harvey P. Perry --- For
			2.6a
	1.3	Elect Director Jim D. Reppond --- For
			2.6a
	1.4	Elect Director Joseph R. Zimmel --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	5	Report on Internet Network Management Practices Regarding Privacy and Freedom of Expression			Against	Against		ShrHoldr
			5.4
05/22/09 - A	Cerner Corporation *CERN*			156782104			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Clifford W Illig --- For
			Item 2.6a
	1.2	Elect Director William B Neaves, Ph.D. --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/13/09 - A	CME Group Inc. *CME*			12572Q105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Dennis H. Chookaszian --- For
			2.6a
	1.2	Elect Director Robert F. Corvino --- For
			2.6a
	1.3	Elect Director Larry G. Gerdes --- For
			2.6a
	1.4	Elect Director Daniel R. Glickman --- For
			2.6a
	1.5	Elect Director James E. Oliff --- For
			2.6a
	1.6	Elect Director John L. Pietrzak --- For
			2.6a
	1.7	Elect Director Alex J. Pollock --- For
			2.6a
	1.8	Elect Director William R. Shepard --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	4	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	5	Ratify Auditors			For	For		Mgmt
			3.1a
06/02/09 - A	Conns, Inc. *CONN*			208242107			04/17/09
	1	Elect Directors			For	Split		Mgmt
	1.1	Elect Director Thomas J. Frank, Sr. --- For
	1.2	Elect Director Marvin D. Brailsford --- For
	1.3	Elect Director Timothy L. Frank --- For
	1.4	Elect Director Jon E.M. Jacoby --- For
	1.5	Elect Director Bob L. Martin --- Withhold
	1.6	Elect Director Douglas H. Martin --- For
	1.7	Elect Director William C. Nylin, Jr. --- For
	1.8	Elect Director Scott L. Thompson --- For
	1.9	Elect Director William T. Trawick --- For
	1.10	Elect Director Theodore M. Wright --- For
	2	Ratify Auditors			For	For		Mgmt
	3	Other Business			For	Against		Mgmt
10/30/08 - A	Cree, Inc. *CREE*			225447101			09/02/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Charles M. Swoboda --- For
			2.6a
	1.2	Elect Director John W. Palmour, Ph.D. --- For
			2.6a
	1.3	Elect Director Dolph W. Von Arx --- For
			2.6a
	1.4	Elect Director Clyde R. Hosein --- For
			2.6a
	1.5	Elect Director Franco Plastina --- For
			2.6a
	1.6	Elect Director Harvey A. Wagner --- For
			2.6a
	1.7	Elect Director Thomas H. Werner --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Ratify Auditors			For	For		Mgmt
			3.1a
04/29/09 - A	E.I. Du Pont De Nemours & Co. *DD*			263534109			03/04/09
	1	Elect Director Samuel W. Bodman			For	For		Mgmt
			2.6a
	2	Elect Director Richard H. Brown			For	For		Mgmt
			2.6a
	3	Elect Director Robert A. Brown			For	For		Mgmt
			2.6a
	4	Elect Director Bertrand P. Collomb			For	For		Mgmt
			2.6a
	5	Elect Director Curtis J. Crawford			For	For		Mgmt
			2.6a
	6	Elect Director Alexander M. Cutler			For	For		Mgmt
			2.6a
	7	Elect Director John T. Dillon			For	For		Mgmt
			2.6a
	8	Elect Director Eleuthere I. Du Pont			For	For		Mgmt
			2.6a
	9	Elect Director Marillyn Hewson			For	For		Mgmt
			2.6a
	10	Elect Director Charles O. Holliday, Jr.			For	For		Mgmt
			2.6a
	11	Elect Director Lois D. Juliber			For	For		Mgmt
			2.6a
	12	Elect Director Ellen J. Kullman			For	For		Mgmt
			2.6a
	13	Elect Director William K. Reily			For	For		Mgmt
			2.6a
	14	Ratify Auditors			For	For		Mgmt
			3.1a
	15	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/13/09 - A	Eclipsys Corp. *ECLP*			278856109			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John T. Casey --- For
			Item 2.6a
	1.2	Elect Director Jay B. Pieper --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
01/27/09 - S	Embarq Corp			29078E105			12/17/08
	1	Approve Merger Agreement			For	For		Mgmt
			3.5 per ZHS
04/30/09 - A	EMCORE Corporation *EMKR*			290846104			03/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John Gillen --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Amend Stock Option Plan			For	For		Mgmt
			4.1
02/05/09 - A	ESCO Technologies Inc. *ESE*			296315104			12/05/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director J.M. McConnell --- For
			Item 2.6a
	1.2	Elect Director D.C. Trauscht --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/20/09 - A	Euronet Worldwide Inc. *EEFT*			298736109			03/31/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Paul S. Althasen --- For
			2.6a
	1.2	Elect Director Thomas A. McDonnell --- For
			2.6a
	2	Amend Certificate of Incorporation to Eliminate Mandatory Indemnification of Non-Executive Employees			For	For		Mgmt
			3.23c
	3	Eliminate Right to Act by Written Consent			For	Against		Mgmt
			3.3a
	4	Amend Omnibus Stock Plan			For	Against		Mgmt
			4.1 exercise price of NSO's cannot be less than 85% of fair market value
	5	Ratify Auditors			For	For		Mgmt
			3.1a
05/28/09 - A	Fidelity National Information Services Inc *FIS*			31620M106			03/30/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William P. Foley, II --- For
			Item 2.6a
	1.2	Elect Director Thomas M. Hagerty --- For
			Item 2.6a
	1.3	Elect Director Keith W. Hughes --- For
			Item 2.6a
	1.4	Elect Director Richard N. Massey --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/28/09 - A	FMC Corp. *FMC*			302491303			03/03/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Patricia A. Buffler --- For
			Item 2.6a
	1.2	Elect Director G. Peter D'Aloia --- For
			Item 2.6a
	1.3	Elect Director C. Scott Greer --- For
			Item 2.6a
	1.4	Elect Director Paul J. Norris --- For
			Item 2.6a
	1.5	Elect Director Dirk A. Kempthorne --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/21/09 - A	Genzyme Corp. *GENZ*			372917104			03/31/09
	1	Elect Director Douglas A. Berthiaume			For	For		Mgmt
			2.6a
	2	Elect Director Gail K. Boudreaux			For	For		Mgmt
			2.6a
	3	Elect Director Robert J. Carpenter			For	For		Mgmt
			2.6a
	4	Elect Director Charles L. Cooney			For	For		Mgmt
			2.6a
	5	Elect Director Victor J. Dzau			For	For		Mgmt
			2.6a
	6	Elect Director Connie Mack III			For	For		Mgmt
			2.6a
	7	Elect Director Richard F. Syron			For	For		Mgmt
			2.6a
	8	Elect Director Henri A. Termeer			For	For		Mgmt
			2.6a
	9	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	10	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	11	Ratify Auditors			For	For		Mgmt
			3.1a
05/07/09 - A	HealthSouth Corp. *HLS*			421924309			03/19/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Edward A. Blechschmidt --- For
			Item 2.6a
	1.2	Elect Director John W. Chidsey --- For
			Item 2.6a
	1.3	Elect Director Donald L. Correll --- For
			Item 2.6a
	1.4	Elect Director Yvonne M. Curl --- For
			Item 2.6a
	1.5	Elect Director Charles M. Elson --- For
			Item 2.6a
	1.6	Elect Director Jay Grinney --- For
			Item 2.6a
	1.7	Elect Director Jon F. Hanson --- For
			Item 2.6a
	1.8	Elect Director Leo I. Higdon, Jr. --- For
			Item 2.6a
	1.9	Elect Director John E. Maupin, Jr. --- For
			Item 2.6a
	1.10	Elect Director L. Edward Shaw, Jr. --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/30/09 - A	Insulet Corp *PODD*			45784P101			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Ross Jaffe --- For
			Item 2.6a
	1.2	Elect Director Charles Liamos --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/27/09 - A	Ion Geophysical Corp. *IO*			462044108			04/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Theodore H. Elliott, Jr. --- For
			2.6a
	1.2	Elect Director James M. Lapeyre --- For
			2.6a
	1.3	Elect Director G. Thomas Marsh --- For
			2.6a
	2	Approve Repricing of Options			For	Against		Mgmt
			99 Per Matt Norris and Zack Shafran
	3	Approve Reverse Stock Split			For	Against		Mgmt
			99 Per Zack Shafran
	4	Ratify Auditors			For	For		Mgmt
			3.1a
06/09/09 - A	IPG Photonics Corp *IPGP*			44980X109			04/14/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Valentin P. Gapontsev, Ph.D. --- For
			Item 2.6a
	1.2	Elect Director Eugene Shcherbakov, Ph.D. --- For
			Item 2.6a
	1.3	Elect Director Igor Samartsev --- For
			Item 2.6a
	1.4	Elect Director Robert A. Blair --- For
			Item 2.6a
	1.5	Elect Director Michael C. Child --- For
			Item 2.6a
	1.6	Elect Director John H. Dalton --- For
			Item 2.6a
	1.7	Elect Director Henry E. Gauthier --- For
			Item 2.6a
	1.8	Elect Director William S. Hurley --- For
			Item 2.6a
	1.9	Elect Director William F. Krupke, Ph.D. --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/02/09 - A	Isis Pharmaceuticals, Inc. *ISIS*			464330109			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Richard D. DiMarchi --- For
			2.6a
	1.2	Elect Director Frederick T. Muto --- For
			2.6a
	2	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	3	Ratify Auditors			For	For		Mgmt
			3.1a
10/16/08 - A	Lawson Software, Inc. *LWSN*			52078P102			08/18/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Steven C. Chang --- For
			Item 2.6a
	1.2	Elect Director Harry Debes --- For
			Item 2.6a
	1.3	Elect Director Peter Gyenes --- For
			Item 2.6a
	1.4	Elect Director David R. Hubers --- For
			Item 2.6a
	1.5	Elect Director H. Richard Lawson --- For
			Item 2.6a
	1.6	Elect Director Michael A. Rocca --- For
			Item 2.6a
	1.7	Elect Director Robert A. Schriesheim --- For
			Item 2.6a
	1.8	Elect Director Romesh Wadhwani --- For
			Item 2.6a
	1.9	Elect Director Paul Wahl --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Lender Processing Services, Inc. *LPS*			52602E102			03/30/09
	1	Elect Director Marshall Haines			For	For		Mgmt
			2.6a
	2	Elect Director James K. Hunt			For	For		Mgmt
			2.6a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
	4	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	5	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
05/12/09 - A	LifePoint Hospitals, Inc. *LPNT*			53219L109			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Marguerite W. Kondracke --- For
			2.6a
	1.2	Elect Director John E. Maupin, Jr. --- For
			2.6a
	1.3	Elect Director Owen G. Shell, Jr. --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Nonqualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	5	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
12/15/08 - A	Maxim Integrated Products, Inc. *MXIM*			57772K101			10/24/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Tunc Doluca --- For
			2.6a
	1.2	Elect Director B. Kipling Hagopian --- For
			2.6a
	1.3	Elect Director James R. Bergman --- For
			2.6a
	1.4	Elect Director Joseph R. Bronson --- For
			2.6a
	1.5	Elect Director Robert E. Grady --- For
			2.6a
	1.6	Elect Director William D. Watkins --- For
			2.6a
	1.7	Elect Director A.R. Frank Wazzan --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3a
02/19/09 - A	Microsemi Corp. *MSCC*			595137100			01/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director James J. Peterson --- For
			Item 2.6a
	1.2	Elect Director Dennis R. Leibel --- For
			Item 2.6a
	1.3	Elect Director Thomas R. Anderson --- For
			Item 2.6a
	1.4	Elect Director William E. Bendush --- For
			Item 2.6a
	1.5	Elect Director William L. Healey --- For
			Item 2.6a
	1.6	Elect Director Paul F. Folino --- For
			Item 2.6a
	1.7	Elect Director Matthew E. Massengill --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/21/09 - S	NetApp, Inc. *NTAP*			64110D104			03/10/09
	1	Approve Stock Option Exchange Program			For	Against		Mgmt
			4.1 Per Matt Norris
06/26/09 - A	Nintendo Co. Ltd. *7974*			J51699106			03/31/09
	1	Approve Allocation of Income, With a Final Dividend of JPY 780			For	For		Mgmt
			Item 3.18
	2	Amend Articles To Reflect Digitalization of Share Certificates			For	For		Mgmt
			Item 3.23b
	3	Elect Directors			For	For		Mgmt
	3.1	Elect Director --- For
			Item 2.6a
	3.2	Elect Director --- For
			Item 2.6a
	3.3	Elect Director --- For
			Item 2.6a
	3.4	Elect Director --- For
			Item 2.6a
	3.5	Elect Director --- For
			Item 2.6a
	3.6	Elect Director --- For
			Item 2.6a
	3.7	Elect Director --- For
			Item 2.6a
	3.8	Elect Director --- For
			Item 2.6a
	3.9	Elect Director --- For
			Item 2.6a
	3.10	Elect Director --- For
			Item 2.6a
	3.11	Elect Director --- For
			Item 2.6a
	3.12	Elect Director --- For
			Item 2.6a
04/28/09 - A	Noble Energy, Inc. *NBL*			655044105			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jeffrey L. Berenson --- For
			2.6a
	1.2	Elect Director Michael A. Cawley --- For
			2.6a
	1.3	Elect Director Edward F. Cox --- For
			2.6a
	1.4	Elect Director Charles D. Davidson --- For
			2.6a
	1.5	Elect Director Thomas J. Edelman --- For
			2.6a
	1.6	Elect Director Eric P. Grubman --- For
			2.6a
	1.7	Elect Director Kirby L. Hedrick --- For
			2.6a
	1.8	Elect Director Scott D. Urban --- For
			2.6a
	1.9	Elect Director William T. Van Kleef --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/20/09 - A	ON Semiconductor Corporation *ONNN*			682189105			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Curtis J. Crawford --- For
			2.6a
	1.2	Elect Director Daryl Ostrander --- For
			2.6a
	1.3	Elect Director Robert H. Smith --- For
			2.6a
	2	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	3	Ratify Auditors			For	For		Mgmt
			3.1a
04/30/09 - A	Pentair, Inc. *PNR*			709631105			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Charles A. Haggerty --- For
			2.6a
	1.2	Elect Director Randall J. Hogan --- For
			2.6a
	1.3	Elect Director David A. Jones --- For
			2.6a
	2	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
04/29/09 - A	PMC-Sierra, Inc. *PMCS*			69344F106			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert L. Bailey --- For
			2.6a
	1.2	Elect Director Richard E. Belluzzo --- For
			2.6a
	1.3	Elect Director James V. Diller, Sr. --- For
			2.6a
	1.4	Elect Director Michael R. Farese --- For
			2.6a
	1.5	Elect Director Jonathan J. Judge --- For
			2.6a
	1.6	Elect Director William H. Kurtz --- For
			2.6a
	1.7	Elect Director Gregory S. Lang --- For
			2.6a
	1.8	Elect Director Frank J. Marshall --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Performance-Based Equity Awards			Against	Against		ShrHoldr
			4.1
09/05/08 - S	Power-One, Inc. *PWER*			739308104			08/01/08
	1	Amend Conversion of Securities			For	Against		Mgmt
			99 Per ZHS
	2	Other Business			For	Against		Mgmt
			7.7a
05/19/09 - A	Power-One, Inc. *PWER*			739308104			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Kendall R. Bishop --- For
			Item 2.6a
	1.2	Elect Director Jon W. Gacek --- For
			Item 2.6a
	1.3	Elect Director Steven J. Goldman --- For
			Item 2.6a
	1.4	Elect Director Jon E.M. Jacoby --- For
			Item 2.6a
	1.5	Elect Director Mark Melliar-Smith --- For
			Item 2.6a
	1.6	Elect Director Richard J. Thompson --- For
			Item 2.6a
	1.7	Elect Director Jay Walters --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
03/03/09 - A	QUALCOMM Inc *QCOM*			747525103			01/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Barbara T. Alexander --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Bennett --- For
			Item 2.6a
	1.3	Elect Director Donald G. Cruickshank --- For
			Item 2.6a
	1.4	Elect Director Raymond V. Dittamore --- For
			Item 2.6a
	1.5	Elect Director Thomas W. Horton --- For
			Item 2.6a
	1.6	Elect Director Irwin Mark Jacobs --- For
			Item 2.6a
	1.7	Elect Director Paul E. Jacobs --- For
			Item 2.6a
	1.8	Elect Director Robert E. Kahn --- For
			Item 2.6a
	1.9	Elect Director Sherry Lansing --- For
			Item 2.6a
	1.10	Elect Director Duane A. Nelles --- For
			Item 2.6a
	1.11	Elect Director Marc I. Stern --- For
			Item 2.6a
	1.12	Elect Director Brent Scowcroft --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
07/15/08 - A	Research In Motion Ltd *RIM*			760975102			05/27/08
	1	Elect James Balsillie, Mike Lazaridis, James Estill, David Kerr, Roger Martin, John Richardson, Barbara Stymiest and John Wetmore as Directors			For	For		Mgmt
			Item 2.6a
	2	Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			Item 3.1a
03/13/09 - A	Samsung Electronics Co. Ltd.			Y74718100			12/31/08
	1	Approve Appropriation of Income and Year-End Dividend of KRW 5,000 per Common Share			For	For		Mgmt
			3.18
	2.1	Elect Three Outside Directors (Bundled)			For	For		Mgmt
			2.6a
	2.2	Elect Four Inside Directors (Bundled)			For	For		Mgmt
			2.6a
	2.3	Elect Two Members of Audit Committee (Bundled)			For	For		Mgmt
			2.6a
	3	Approve Total Remuneration of Inside Directors and Outside Directors			For	Against		Mgmt
			2.8b
05/19/09 - A	Savvis Inc *SVVS*			805423308			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John D. Clark --- For
			2.6a
	1.2	Elect Director Clyde A. Heintzelman --- For
			2.6a
	1.3	Elect Director Philip J. Koen --- For
			2.6a
	1.4	Elect Director Thomas E. McInerney --- For
			2.6a
	1.5	Elect Director James E. Ousley --- For
			2.6a
	1.6	Elect Director James P. Pellow --- For
			2.6a
	1.7	Elect Director David C. Peterschmidt --- For
			2.6a
	1.8	Elect Director Mercedes A. Walton --- For
			2.6a
	1.9	Elect Director Patrick J. Welsh --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	3	Approve Repricing of Options			For	For		Mgmt
			4.1 Per Zack Shafran
	4	Ratify Auditors			For	For		Mgmt
			3.1a
04/29/09 - A	Sociedad Quimica y Minera de Chile S.A. (SQM)			833635105			04/09/09
		Meeting for ADR Holders
	1	Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2008			For	For		Mgmt
			3.24
	2	Elect External Auditors and Supervisory Board for Fiscal Year 2009			For	For		Mgmt
			3.1a
	3	Approve Special Auditors' Report Regarding Related-Party Transactions			For	For		Mgmt
			3.5
	4	Approve Investment and Financing Policy			For	For		Mgmt
			99 per Zack Shafran
	5	Approve Allocation of Income and Dividends and Dividend Policy			For	For		Mgmt
			3.18
	6	Approve Board Expenses for Fiscal Year 2008			For	For		Mgmt
			2.8a
	7	Approve Remuneration of Directors			For	For		Mgmt
			2.8a
	8	Approve Issues Related to Director and Audit Committees			For	Against		Mgmt
			1.3b not enough information
	9	Other Business			For	Against		Mgmt
			7.7a
10/23/08 - S	TELVENT GIT SA *TLVT*			E90215109			09/26/08
		This is a global agenda received via the Broadridge North American Ballot distribution system.
	1	APPROVAL OF CAPITAL INCREASE, WAIVING PREEMPTIVE RIGHTS, BY ISSUANCE OF 4,847,059 NEW ORDINARY SHARES OF SAME CLASS AS EXISTING SHARES, AT A NOMINAL VALUE OF EUROS 3.00505			For	For		Mgmt
			Item 3.9b
	2	GRANT OF POWER TO THE BOARD OF DIRECTORS TO CORRECT, FORMALIZE, EXECUTE AND/OR LEGALIZE ALL DOCUMENTS MEMORIALIZING THE AGREEMENTS OF THE SHAREHOLDERS AT THIS MEETING.			For	For		Mgmt
			Item 2.14b
	3	APPROVAL, AS THE CASE MAY BE, OF THE MINUTES OF THIS MEETING AS MAY BE REQUIRED BY LAW.			For	For		Mgmt
			Item 2.14a
	4	OTHER BUSINESS			For	Against		Mgmt
			Item 7.7a
03/26/09 - A	TELVENT GIT SA *TLVT*			E90215109			None
	1	Accept Individual and Consolidated Financial Statements and Statutory Reports for Fiscal Year 2008			For	For		Mgmt
			3.24
	2	Approve Allocation of Income for Fiscal Year 2008			For	For		Mgmt
			3.18
	3	Approve Discharge of Directors			For	For		Mgmt
			3.25
	4	Approve Remuneration of Directors for Fiscal Year 2008			For	For		Mgmt
			2.8a
	5	Appoint External Auditors			For	For		Mgmt
			3.1a
	6	Authorize Board to Ratify and Execute Approved Resolutions			For	For		Mgmt
			2.14b
	7	Approve Minutes of Meeting			For	For		Mgmt
			2.14a
06/03/09 - A	TRANS1 INC *TSON*			89385X105			04/24/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Michael Carusi --- For
			2.6a
	1.2	Elect Director Jonathan Osgood --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
06/09/09 - A	Ultralife Corp. *ULBI*			903899102			04/15/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Carole Lewis Anderson --- For
			Item 2.6a
	1.2	Elect Director Patricia C. Barron --- For
			Item 2.6a
	1.3	Elect Director Anthony J. Cavanna --- For
			Item 2.6a
	1.4	Elect Director Paula H. J. Cholmondeley --- For
			Item 2.6a
	1.5	Elect Director Daniel W. Christman --- For
			Item 2.6a
	1.6	Elect Director John D. Kavazanjian --- For
			Item 2.6a
	1.7	Elect Director Ranjit C. Singh --- For
			Item 2.6a
	1.8	Elect Director Bradford T. Whitmore --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
08/01/08 - PC	Yahoo!, Inc. *YHOO*			984332106			06/03/08
		Management Proxy (White Card)
	1.1	Elect Director Roy J. Bostock			For	For		Mgmt
			2.6a
	1.2	Elect Director Ronald W. Burkle			For	For		Mgmt
			2.6a
	1.3	Elect Director Eric Hippeau			For	For		Mgmt
			2.6a
	1.4	Elect Director Vyomesh Joshi			For	For		Mgmt
			2.6a
	1.5	Elect Director Arthur H. Kern			For	For		Mgmt
			2.6a
	1.6	Elect Director Robert A. Kotick			For	For		Mgmt
			2.6a
	1.7	Elect Director Mary Agnes Wilderotter			For	For		Mgmt
			2.6a
	1.8	Elect Director Gary L. Wilson			For	For		Mgmt
			2.6a
	1.9	Elect Director Jerry Yang			For	For		Mgmt
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Pay For Superior Performance			Against	Against		ShrHoldr
			5.1c
	4	Adopt Policies to Protect Freedom of Access to the Internet			Against	Against		ShrHoldr
			5.4
	5	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			6.1
		Dissident Proxy (Gold Proxy)
	1.1	Elect Director Lucian A. Bebchuk			For	None		ShrHoldr
	1.2	Elect Director Frank J. Biondi, Jr.			For	None		ShrHoldr
	1.3	Elect Director John H. Chapple			For	None		ShrHoldr
	1.4	Elect Director Mark Cuban			For	None		ShrHoldr
	1.5	Elect Director Adam Dell			For	None		ShrHoldr
	1.6	Elect Director Carl C. Icahn			For	None		ShrHoldr
	1.7	Elect Director Keith A, Meister			For	None		ShrHoldr
	1.8	Elect Director Edward H. Meyer			For	None		ShrHoldr
	1.9	Elect Director Brian S. Posner			For	None		ShrHoldr
	2	Ratify Auditors			For	None		Mgmt
	3	Pay For Superior Performance			For	None		ShrHoldr
	4	Adopt Policies to Protect Freedom of Access to the Internet			Against	None		ShrHoldr
	5	Amend Bylaws to Establish a Board Committee on Human Rights			Against	None		ShrHoldr

IVY FUNDS VIP SMALL CAP GROWTH
(until July 31, 2008, W&R Target Small Cap Growth Portfolio)

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
97 W&R Target Small Cap Growth
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
08/13/08 - A	Abiomed, Inc. *ABMD*			003654100			06/25/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Ronald W. Dollens --- For
			2.6a
	1.2	Elect Director Desmond H. O'Connell Jr --- For
			2.6a
	1.3	Elect Director Dorothy E. Puhy --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
01/22/09 - A	Alberto-Culver Co. *ACV*			013078100			12/01/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Carol L. Bernick --- For
			Item 2.6a
	1.2	Elect Director George L. Fotiades --- For
			Item 2.6a
	1.3	Elect Director King Harris --- For
			Item 2.6a
	1.4	Elect Director V. James Marino --- For
			Item 2.6a
10/06/08 - A	Allscripts-Misys Healthcare Solutions, Inc. *MDRX*			01988P108			08/15/08
	1	Issue Shares in Connection with Acquisition			For	For		Mgmt
			3.5 per Ken McQuade
	2	Amend Articles of Incorporation Required to Consummate the Merger Agreement			For	For		Mgmt
			3.23c per Ken McQuade
	3	Amend Articles of Incorporation and Bylaws to Make Additional Changes			For	For		Mgmt
			3.23c per Ken McQuade
	4	Elect Directors			For	For		Mgmt
	4.1	Elect Director Glen Tullman --- For
			2.6a
	4.2	Elect Director M. Fazle Husain --- For
			2.6a
	5	Ratify Auditors			For	For		Mgmt
			3.1a
	6	Adjourn Meeting			For	For		Mgmt
			7.4
05/15/09 - A	American Public Education, Inc. *APEI*			02913V103			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Wallace E. Boston, Jr. --- For
			Item 2.6a
	1.2	Elect Director Phillip A. Clough --- For
			Item 2.6a
	1.3	Elect Director J. Christopher Everett --- For
			Item 2.6a
	1.4	Elect Director Barbara G. Fast --- For
			Item 2.6a
	1.5	Elect Director F. David Fowler --- For
			Item 2.6a
	1.6	Elect Director Jean C. Halle --- For
			Item 2.6a
	1.7	Elect Director Timothy J. Landon --- For
			Item 2.6a
	1.8	Elect Director David L. Warnock --- For
			Item 2.6a
	1.9	Elect Director Timothy T. Weglicki --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/11/09 - A	athenahealth, Inc. *ATHN*			04685W103			04/15/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Richard N. Foster --- For
			Item 2.6a
	1.2	Elect Director Ann H. Lamont --- For
			Item 2.6a
	1.3	Elect Director James L. Mann --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/17/09 - A	Bankrate, Inc. *RATE*			06646V108			04/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert P. O'Block --- For
			Item 2.6a
	1.2	Elect Director Randall E. Poliner --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/14/09 - A	Barrett Bill Corp *BBG*			06846N104			03/26/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director James M. Fitzgibbons --- For
			Item 2.6a
	1.2	Elect Director Randy I. Stein --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	3	Declassify the Board of Directors			Against	For		ShrHoldr
			Item 2.4b
	4	Other Business			For	Against		Mgmt
			Item 7.7a
06/16/09 - A	Blackbaud, Inc. *BLKB*			09227Q100			04/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director George H. Ellis --- For
			2.6a
	1.2	Elect Director Andrew M. Leitch --- For
			2.6a
	2	Amended Certificate of Incorporation to Permit a Business Combination with Hellman & Friedman			For	For		Mgmt
			3.5 per Ken McQuade
	3	Ratify Auditors			For	For		Mgmt
			3.1a
06/04/09 - A	Blackboard Inc *BBBB*			091935502			04/16/09
	1	Elect Directors			For	For		Mgmt
	2	Amend Omnibus Stock Plan			For	Against		Mgmt
	3	Ratify Auditors			For	For		Mgmt
	4	Other Business			For	Against		Mgmt
04/23/09 - A	Bucyrus International, Inc. *BUCY*			118759109			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Paul W. Jones --- For
			Item 2.6a
	1.2	Elect Director Robert L. Purdum --- For
			Item 2.6a
	1.3	Elect Director Timothy W. Sullivan --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/12/09 - A	Capella Education Company *CPLA*			139594105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director J. Kevin Gilligan --- For
			Item 2.6a
	1.2	Elect Director Mark N. Greene --- For
			Item 2.6a
	1.3	Elect Director Jody G. Miller --- For
			Item 2.6a
	1.4	Elect Director James A. Mitchell --- For
			Item 2.6a
	1.5	Elect Director Stephen G. Shank --- For
			Item 2.6a
	1.6	Elect Director Andrew M. Slavitt --- For
			Item 2.6a
	1.7	Elect Director David W. Smith --- For
			Item 2.6a
	1.8	Elect Director Jeffrey W. Taylor --- For
			Item 2.6a
	1.9	Elect Director Sandra E. Taylor --- For
			Item 2.6a
	1.10	Elect Director Darrell R. Tukua --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/22/09 - A	Cerner Corporation *CERN*			156782104			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Clifford W Illig --- For
			Item 2.6a
	1.2	Elect Director William B Neaves, Ph.D. --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
08/27/08 - A	CommVault Systems, Inc. *CVLT*			204166102			07/01/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Alan G. Bunte --- For
			Item 2.6a
	1.2	Elect Director Frank J. Fanzilli, Jr. --- For
			Item 2.6a
	1.3	Elect Director Daniel Pulver --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
03/11/09 - A	Concur Technologies, Inc. *CNQR*			206708109			01/21/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director S. Steven Singh --- For
			2.6a
	1.2	Elect Director Jeffrey T. Seely --- For
			2.6a
	1.3	Elect Director Randall H. Talbot --- For
			2.6a
	2	Increase Authorized Common Stock			For	For		Mgmt
			3.6
	3	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Ratify Auditors			For	For		Mgmt
			3.1a
06/02/09 - A	CONSTANT CONTACT INC *CTCT*			210313102			04/08/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John Campbell --- For
			Item 2.6a
	1.2	Elect Director Daniel T. H. Nye --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/02/09 - A	CoStar Group, Inc. *CSGP*			22160N109			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Michael R. Klein --- For
			Item 2.6a
	1.2	Elect Director Andrew C. Florance --- For
			Item 2.6a
	1.3	Elect Director David Bonderman --- For
			Item 2.6a
	1.4	Elect Director Michael J. Glosserman --- For
			Item 2.6a
	1.5	Elect Director Warren H. Haber --- For
			Item 2.6a
	1.6	Elect Director Josiah O. Low, III --- For
			Item 2.6a
	1.7	Elect Director Christopher J. Nassetta --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/11/09 - A	DG FastChannel Inc. *DGIT*			23326R109			03/19/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Omar A. Choucair --- For
			2.6a
	1.2	Elect Director David M. Kantor --- For
			2.6a
	1.3	Elect Director Lisa C. Gallagher --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/14/09 - A	DTS INC *DTSI*			23335C101			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jon E.Kirchner --- For
			Item 2.6a
	1.2	Elect Director V. Sue Molina --- For
			Item 2.6a
	1.3	Elect Director Ronald N.Stone --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
12/16/08 - A	Factset Research Systems, Inc. *FDS*			303075105			10/20/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Michael F. Dichristina --- For
			2.6a
	1.2	Elect Director Walter F. Siebecker --- For
			2.6a
	1.3	Elect Director Joseph R. Zimmel --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Non-Employee Director Stock Option Plan			For	For		Mgmt
			4.1
	4	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	5	Amend Bylaws to Require Advance Notice of Shareholder Director Nomination			For	For		Mgmt
			3.23c
12/09/08 - A	Financial Federal Corp. *FIF*			317492106			10/15/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Lawrence B. Fisher --- For
			Item 2.6a
	1.2	Elect Director Michael C. Palitz --- For
			Item 2.6a
	1.3	Elect Director Paul R. Sinsheimer --- For
			Item 2.6a
	1.4	Elect Director Leopold Swergold --- For
			Item 2.6a
	1.5	Elect Director H.E. Timanus, Jr. --- For
			Item 2.6a
	1.6	Elect Director Michael J. Zimmerman --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/07/09 - A	Gaylord Entertainment Co. *GET*			367905106			03/24/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Glenn J. Angiolillo --- For
			Item 2.6a
	1.2	Elect Director Michael J. Bender --- For
			Item 2.6a
	1.3	Elect Director E K Gaylord II --- For
			Item 2.6a
	1.4	Elect Director Ralph Horn --- For
			Item 2.6a
	1.5	Elect Director David W. Johnson --- For
			Item 2.6a
	1.6	Elect Director Ellen Levine --- For
			Item 2.6a
	1.7	Elect Director Robert S. Prather, Jr. --- For
			Item 2.6a
	1.8	Elect Director Colin V. Reed --- For
			Item 2.6a
	1.9	Elect Director Michael D. Rose --- For
			Item 2.6a
	1.10	Elect Director Michael I. Roth --- For
			Item 2.6a
	1.11	Elect Director Robert B. Rowling --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
01/29/09 - A	Healthways, Inc. *HWAY*			422245100			12/04/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jay C. Bisgard --- For
			Item 2.6a
	1.2	Elect Director Mary Jane England --- For
			Item 2.6a
	1.3	Elect Director John A. Wickens --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/12/09 - A	HMS Holdings Corp. *HMSY*			40425J101			04/28/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William F. Miller, III --- For
			2.6a
	1.2	Elect Director William W. Neal --- For
			2.6a
	1.3	Elect Director Ellen A. Rudnick --- For
			2.6a
	1.4	Elect Director Michael A. Stocker --- For
			2.6a
	1.5	Elect Director Richard H. Stowe --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
09/09/08 - S	Illumina, Inc. *ILMN*			452327109			07/28/08
	1	Increase Authorized Common Stock			For	For		Mgmt
			Item 3.6
05/08/09 - A	Illumina, Inc. *ILMN*			452327109			03/16/09
	1	Elect Director A. Blaine Bowman			For	For		Mgmt
			Item 2.6a
	2	Elect Director Karin Eastham			For	For		Mgmt
			Item 2.6a
	3	Elect Director Jay T. Flatley			For	For		Mgmt
			Item 2.6a
	4	Elect Director William H. Rastetter, Ph.D.			For	For		Mgmt
			Item 2.6a
	5	Ratify Auditors			For	For		Mgmt
			Item 3.1a
10/07/08 - S	Kansas City Southern *KSU*			485170302			08/13/08
	1	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
05/07/09 - A	Kansas City Southern *KSU*			485170302			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Michael R. Haverty --- For
			2.6a
	1.2	Elect Director Thomas A. McDonnell --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
05/21/09 - A	Knight Transportation, Inc. *KNX*			499064103			03/31/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Gary J. Knight --- For
			2.6a
	1.2	Elect Director G.D. Madden --- For
			2.6a
	1.3	Elect Director Kathryn L. Munro --- For
			2.6a
	2	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	4	Approve Stock Option Exchange Program			For	Against		Mgmt
			99 Per Matt Norris
	5	Ratify Auditors			For	For		Mgmt
			3.1a
05/11/09 - A	LKQ Corp. *LKQX*			501889208			03/13/09
	1	Elect Director A. Clinton Allen			For	For		Mgmt
			Item 2.6a
	2	Elect Director Robert M. Devlin			For	For		Mgmt
			Item 2.6a
	3	Elect Director Donald F. Flynn			For	For		Mgmt
			Item 2.6a
	4	Elect Director Kevin F. Flynn			For	For		Mgmt
			Item 2.6a
	5	Elect Director Ronald G. Foster			For	For		Mgmt
			Item 2.6a
	6	Elect Director Joseph M. Holsten			For	For		Mgmt
			Item 2.6a
	7	Elect Director Paul M. Meister			For	For		Mgmt
			Item 2.6a
	8	Elect Director John F. O'Brien			For	For		Mgmt
			Item 2.6a
	9	Elect Director William M. Webster, IV			For	For		Mgmt
			Item 2.6a
	10	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/16/09 - A	Masimo Corp. *MASI*			574795100			04/24/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Edward L. Cahill --- For
			Item 2.6a
	1.2	Elect Director Robert Coleman --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
11/21/08 - A	Micros Systems, Inc. *MCRS*			594901100			10/06/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Louis M. Brown, Jr. --- For
			2.6a
	1.2	Elect Director B. Gary Dando --- For
			2.6a
	1.3	Elect Director A.L. Giannopoulos --- For
			2.6a
	1.4	Elect Director F. Suzanne Jenniches --- For
			2.6a
	1.5	Elect Director John G. Puente --- For
			2.6a
	1.6	Elect Director Dwight S. Taylor --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Stock Option Plan			For	Against		Mgmt
			4.1 Total number of shares available for the grant is greater than 10% of outstanding shares
	4	Other Business			For	Against		Mgmt
			7.7a
05/05/09 - A	NTELOS Holdings Corp. *NTLS*			67020Q107			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Timothy G. Biltz --- For
			Item 2.6a
	1.2	Elect Director Daniel Fine --- For
			Item 2.6a
	1.3	Elect Director Daniel J. Heneghan --- For
			Item 2.6a
	1.4	Elect Director Eric B. Hertz --- For
			Item 2.6a
	1.5	Elect Director Michael Huber --- For
			Item 2.6a
	1.6	Elect Director Julia B. North --- For
			Item 2.6a
	1.7	Elect Director Jerry E. Vaughn --- For
			Item 2.6a
	1.8	Elect Director James S. Quarforth --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/21/09 - A	NuVasive, Inc. *NUVA*			670704105			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Peter C. Farrell, Ph.D. --- For
			Item 2.6a
	1.2	Elect Director Lesley H. Howe --- For
			Item 2.6a
	1.3	Elect Director Eileen M. More --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/19/09 - A	Omnicell, Inc. *OMCL*			68213N109			03/26/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Mary E. Foley --- For
			2.6a
	1.2	Elect Director Randall A. Lipps --- For
			2.6a
	1.3	Elect Director Joseph E. Whitters --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Ratify Auditors			For	For		Mgmt
			3.1a
05/08/09 - A	Phase Forward Inc *PFWD*			71721R406			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert K. Weiler --- For
			2.6a
	1.2	Elect Director Paul A. Bleicher --- For
			2.6a
	1.3	Elect Director Axel Bichara --- For
			2.6a
	1.4	Elect Director Richard A. D'Amore --- For
			2.6a
	1.5	Elect Director Gary E. Haroian --- For
			2.6a
	1.6	Elect Director Paul G. Joubert --- For
			2.6a
	1.7	Elect Director Kenneth I. Kaitin --- For
			2.6a
	1.8	Elect Director Dennis R. Shaughnessy --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
08/21/08 - A	PSS World Medical, Inc. *PSSI*			69366A100			06/23/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Charles E. Adair --- For
			Item 2.6a
	1.2	Elect Director Alvin R. Carpenter --- For
			Item 2.6a
	1.3	Elect Director Stephen H. Rogers --- For
			Item 2.6a
01/27/09 - A	Ralcorp Holdings, Inc. *RAH*			751028101			11/21/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director David R. Banks --- For
			Item 2.6a
	1.2	Elect Director Jack W. Goodall --- For
			Item 2.6a
	1.3	Elect Director Joe R. Micheletto --- For
			Item 2.6a
	1.4	Elect Director David P. Skarie --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/16/09 - A	RiskMetrics Group, Inc *RMG*			767735103			04/22/09
	1	Elect Director Ethan Berman			For	For		Mgmt
			2.6a
	2	Elect Director Lovida Coleman, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Philip Duff			For	Against		Mgmt
			2.6b meeting attendance < 75%
	4	Elect Director Stephanie Hanbury-Brown			For	For		Mgmt
			2.6a
	5	Elect Director Rene Kern			For	For		Mgmt
			2.6a
	6	Elect Director Christopher Mitchell			For	For		Mgmt
			2.6a
	7	Elect Director Frank Noonan			For	For		Mgmt
			2.6a
	8	Elect Director Lynn Sharp Paine			For	For		Mgmt
			2.6a
	9	Elect Director Thomas Renyi			For	For		Mgmt
			2.6a
	10	Elect Director Stephen Thieke			For	For		Mgmt
			2.6a
	11	Elect Director Robert Trudeau			For	For		Mgmt
			2.6a
	12	Ratify Auditors			For	For		Mgmt
			3.1a
	13	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a bundled
	14	Advisory Vote on Executive Compensation - Approve Overall Executive Compensation Philosophy, Policies and Procedures			For	For		Mgmt
			4.1
	15	Advisory Vote on Executive Compensation - Approve Compensation Decisions of NEO 2008 Performance			For	For		Mgmt
			4.1
06/03/09 - A	Riverbed Technology, Inc. *RVBD*			768573107			04/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jerry M. Kennelly --- For
			Item 2.6a
	1.2	Elect Director Stanley J. Meresman --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/17/09 - A	Scientific Games Corporation *SGMS*			80874P109			04/22/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director A. Lorne Weil --- For
			2.6a
	1.2	Elect Director Peter A. Cohen --- For
			2.6a
	1.3	Elect Director Gerald J. Ford --- For
			2.6a
	1.4	Elect DirectorJ. Robert Kerrey --- For
			2.6a
	1.5	Elect Director Ronald O. Perelman --- For
			2.6a
	1.6	Elect Director Michael J. Regan --- For
			2.6a
	1.7	Elect Director Barry F. Schwartz --- For
			2.6a
	1.8	Elect Director Eric M. Turner --- For
			2.6a
	1.9	Elect Director Joseph R. Wright --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
05/20/09 - A	Smart Balance Inc *SMBL*			83169Y108			04/01/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert J. Gillespie --- For
			Item 2.6a
	1.2	Elect Director Robert F. McCarthy --- For
			Item 2.6a
	1.3	Elect Director Michael R. O'Brien --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/15/09 - A	Tesco Corp. *TESO*			88157K101			03/31/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Fred J. Dyment --- For
			Item 2.6a
	1.2	Elect Director Gary L. Kott --- For
			Item 2.6a
	1.3	Elect Director R. Vance Milligan --- For
			Item 2.6a
	1.4	Elect Director Julio M. Quintana --- For
			Item 2.6a
	1.5	Elect Director Norman W. Robertson --- For
			Item 2.6a
	1.6	Elect Director Michael W. Sutherlin --- For
			Item 2.6a
	1.7	Elect Director Clifton T. Weatherford --- For
			Item 2.6a
	2	Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			Item 3.1a
05/12/09 - A	The Ultimate Software Group, Inc. *ULTI*			90385D107			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Marc D. Scherr --- For
			2.6a
	1.2	Elect Director James A. FitzPatrick, Jr. --- For
			2.6a
	1.3	Elect Director Rick A. Wilber --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
11/07/08 - A	VISTAPRINT LIMITED *VPRT*			G93762204			09/12/08
		This is a duplicate meeting for ballots received via the Broadridge North American Ballot distribution system.
	1	Elect Directors			For	Split		Mgmt
	1.1	ELECT DIRECTOR ROBERT KEANE --- For
			2.6a
	1.2	ELECT DIRECTOR DANIEL CIPORIN --- Withhold
			2.6b Attendance less than 75%
	2	TO APPROVE THE COMPANY S SECOND AMENDED AND RESTATED BYE-LAWS.			For	For		Mgmt
			3.23b
	3	TO RATIFY AND APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2009.			For	For		Mgmt
			3.1a
05/20/09 - A	VNUS Medical Technologies, Inc.			928566108			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Lori M. Robson --- For
			Item 2.6a
	1.2	Elect Director Gregory T. Schiffman --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/21/09 - A	Vocus Inc. *VOCS*			92858J108			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Gary Golding --- For
			2.6a
	1.2	Elect Director Richard Moore --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1

IVY FUNDS VIP SMALL CAP VALUE
(until July 31, 2008, W&R Target Small Cap Value Portfolio)

Proxy Voting Record

* PENDING *

IVY FUNDS VIP VALUE
(until July 31, 2008, W&R Target Value Portfolio)

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
88 W&R Target Value
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
05/19/09 - A	Altria Group, Inc. *MO*			02209S103			03/30/09
	1	Elect Director Elizabeth E. Bailey			For	For		Mgmt
			2.6a
	2	Elect Director Gerald L. Baliles			For	For		Mgmt
			2.6a
	3	Elect Director Dinyar S. Devitre			For	For		Mgmt
			2.6a
	4	Elect Director Thomas F. Farrell			For	For		Mgmt
			2.6a
	5	Elect Director Robert E. R. Huntley			For	For		Mgmt
			2.6a
	6	Elect Director Thomas W. Jones			For	For		Mgmt
			2.6a
	7	Elect Director George Mu  oz			For	For		Mgmt
			2.6a
	8	Elect Director Nabil Y. Sakkab			For	For		Mgmt
			2.6a
	9	Elect Director Michael E. Szymanczyk			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Reduce Tobacco Harm to Health			Against	Against		ShrHoldr
			6.2
	12	Report on Marketing Practices on the Poor			Against	Against		ShrHoldr
			5.4
	13	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			5.4
	14	Adopt Human Rights Protocols for Company and Suppliers			Against	Against		ShrHoldr
			6.1
	15	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	16	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
02/19/09 - A	AmerisourceBergen Corp *ABC*			03073E105			12/22/08
	1	Elect Director Richard C. Gozon			For	For		Mgmt
			2.6a
	2	Elect Director Michael J. Long			For	For		Mgmt
			2.6a
	3	Elect Director J. Lawrence Wilson			For	For		Mgmt
			2.6a
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	6	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote			Against	For		ShrHoldr
			3.12b per Matt Norris
05/29/09 - A	Annaly Capital Management Inc. *NLY*			035710409			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director W. Denahan-Norris --- For
			Item 2.6a
	1.2	Elect Director Michael Haylon --- For
			Item 2.6a
	1.3	Elect Director Donnell A. Segalas --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
12/05/08 - S	Bank of America Corp. *BAC*			060505104			10/10/08
	1	Issue Shares in Connection with Acquisition			For	Against		Mgmt
	2	Amend Omnibus Stock Plan			For	Against		Mgmt
	3	Increase Authorized Common Stock			For	Against		Mgmt
	4	Adjourn Meeting			For	Against		Mgmt
04/29/09 - A	Bank of America Corp. *BAC*			060505104			03/04/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William Barnet, III --- For
			2.6a
	1.2	Elect Director Frank P. Bramble, Sr. --- For
			2.6a
	1.3	Elect Director Virgis W. Colbert --- For
			2.6a
	1.4	Elect Director John T. Collins --- For
			2.6a
	1.5	Elect Director Gary L. Countryman --- For
			2.6a
	1.6	Elect Director Tommy R. Franks --- For
			2.6a
	1.7	Elect Director Charles K. Gifford --- For
			2.6a
	1.8	Elect Director Kenneth D. Lewis --- For
			2.6a
	1.9	Elect Director Monica C. Lozano --- For
			2.6a
	1.10	Elect Director Walter E. Massey --- For
			2.6a
	1.11	Elect Director Thomas J. May --- For
			2.6a
	1.12	Elect Director Patricia E. Mitchell --- For
			2.6a
	1.13	Elect Director Joseph W. Prueher --- For
			2.6a
	1.14	Elect Director Charles O. Rossotti --- For
			2.6a
	1.15	Elect Director Thomas M. Ryan --- For
			2.6a
	1.16	Elect Director O. Temple Sloan, Jr. --- For
			2.6a
	1.17	Elect Director Robert L. Tillman --- For
			2.6a
	1.18	Elect Director Jackie M. Ward --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	Against		Mgmt
			5.1b Per Matt Norris
	4	Report on Government Service of Employees			Against	Against		ShrHoldr
			5.4
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b Per Matt Norris
	6	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	7	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	8	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	9	Report on Predatory Lending Policies			Against	Against		ShrHoldr
			5.4 Per Matt Norris
	10	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			5.4
	11	TARP Related Compensation			Against	Against		ShrHoldr
			5.1c Per Matt Norris
04/23/09 - A	Capital One Financial Corp. *COF*			14040H105			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Richard D. Fairbank --- For
			2.6a
	1.2	Elect Director E.R. Campbell --- For
			2.6a
	1.3	Elect Director Bradford H. Warner --- For
			2.6a
	1.4	Elect Director Stanley Westreich --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Advisory Vote on Executive Compensation			For	For		Mgmt
			4.1 due to SEC regs for TARP participants
05/27/09 - A	Chevron Corporation *CVX*			166764100			04/01/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director S. H. Armacost --- For
			2.6a
	1.2	Elect Director L. F. Deily --- For
			2.6a
	1.3	Elect Director R. E. Denham --- For
			2.6a
	1.4	Elect Director R. J. Eaton --- For
			2.6a
	1.5	Elect Director E. Hernandez --- For
			2.6a
	1.6	Elect Director F. G. Jenifer --- For
			2.6a
	1.7	Elect Director S. Nunn --- For
			2.6a
	1.8	Elect Director D. J. O'Reilly --- For
			2.6a
	1.9	Elect Director D. B. Rice --- For
			2.6a
	1.10	Elect Director K. W. Sharer --- For
			2.6a
	1.11	Elect Director C. R. Shoemate --- For
			2.6a
	1.12	Elect Director R. D. Sugar --- For
			2.6a
	1.13	Elect Director C. Ware --- For
			2.6a
	1.14	Elect Director J. S. Watson --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	5	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	6	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	7	Adopt Quantitative GHG Goals for Products and Operations			Against	Against		ShrHoldr
			6.2
	8	Adopt Guidelines for Country Selection			Against	Against		ShrHoldr
			5.4 per Barry Ogden
	9	Adopt Human Rights Policy			Against	Against		ShrHoldr
			6.1
	10	Report on Market Specific Environmental Laws			Against	Against		ShrHoldr
			6.2
05/14/09 - A	Copano Energy LLC *CPNO*			217202100			03/16/09
	1.1	Elect Director James G. Crump			For	For		Mgmt
			2.6a
	1.2	Elect Director Ernie L. Danner			For	For		Mgmt
			2.6a
	1.3	Elect Director John R. Eckel, Jr.			For	For		Mgmt
			2.6a
	1.4	Elect Director Scott A. Griffiths			For	For		Mgmt
			2.6a
	1.5	Elect Director Michael L. Johnson			For	For		Mgmt
			2.6a
	1.6	Elect Director T. William Porter			For	For		Mgmt
			2.6a
	1.7	Elect Director William L. Thacker			For	For		Mgmt
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/21/09 - A	Coventry Health Care Inc. *CVH*			222862104			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Daniel N. Mendelson --- For
			2.6a
	1.2	Elect Director Rodman W. Moorhead --- For
			2.6a
	1.3	Elect Director Timothy T. Weglicki --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
05/06/09 - A	CVS Caremark Corp *CVS*			126650100			03/12/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Edwin M. Banks --- For
			2.6a
	1.2	Elect Director C. David Brown II --- For
			2.6a
	1.3	Elect Director David W. Dorman --- For
			2.6a
	1.4	Elect Director Kristen E. Gibney Williams --- For
			2.6a
	1.5	Elect Director Marian L. Heard --- For
			2.6a
	1.6	Elect Director William H. Joyce --- For
			2.6a
	1.7	Elect Director Jean-Pierre Million --- For
			2.6a
	1.8	Elect Director Terrence Murray --- For
			2.6a
	1.9	Elect Director C.A. Lance Piccolo --- For
			2.6a
	1.10	Elect Director Sheli Z. Rosenberg --- For
			2.6a
	1.11	Elect Director Thomas M. Ryan --- For
			2.6a
	1.12	Elect Director Richard J. Swift --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	4	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	5	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	6	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
06/22/09 - A	Delta Air Lines, Inc. *DAL*			247361702			04/24/09
	1	Elect Director Richard H. Anderson			For	For		Mgmt
			Item 2.6a
	2	Elect Director Roy J. Bostock			For	For		Mgmt
			Item 2.6a
	3	Elect Director John S. Brinzo			For	For		Mgmt
			Item 2.6a
	4	Elect Director Daniel A. Carp			For	For		Mgmt
			Item 2.6a
	5	Elect Director John M. Engler			For	For		Mgmt
			Item 2.6a
	6	Elect Director Mickey P. Foret			For	For		Mgmt
			Item 2.6a
	7	Elect Director David R. Goode			For	For		Mgmt
			Item 2.6a
	8	Elect Director Paula Rosput Reynolds			For	For		Mgmt
			Item 2.6a
	9	Elect Director Kenneth C. Rogers			For	For		Mgmt
			Item 2.6a
	10	Elect Director Rodney E. Slater			For	For		Mgmt
			Item 2.6a
	11	Elect Director Douglas M. Steenland			For	For		Mgmt
			Item 2.6a
	12	Elect Director Kenneth B. Woodrow			For	For		Mgmt
			Item 2.6a
	13	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	14	Provide for Cumulative Voting			Against	Against		ShrHoldr
			Item 2.5
06/03/09 - A	Devon Energy Corp. *DVN*			25179M103			04/06/09
	1	Elect Directors			For	For		Mgmt
	2	Elect Director Robert A. Mosbacher, Jr.			For	For		Mgmt
	3	Ratify Auditors			For	For		Mgmt
	4	Approve Omnibus Stock Plan			For	For		Mgmt
	5	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
05/07/09 - A	Duke Energy Corp. *DUK*			26441C105			03/12/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William Barnet, III --- For
			Item 2.6a
	1.2	Elect Director G. Alex Bernhardt, Sr. --- For
			Item 2.6a
	1.3	Elect Director Michael G. Browning --- For
			Item 2.6a
	1.4	Elect Director Daniel R. DiMicco --- For
			Item 2.6a
	1.5	Elect Director Ann Maynard Gray --- For
			Item 2.6a
	1.6	Elect Director James H. Hance, Jr --- For
			Item 2.6a
	1.7	Elect Director James T. Rhodes --- For
			Item 2.6a
	1.8	Elect Director James E. Rogers --- For
			Item 2.6a
	1.9	Elect Director Philip R. Sharp --- For
			Item 2.6a
	1.10	Elect Director Dudley S. Taft --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
12/16/08 - A	Energy Transfer Partners L P *ETP*			29273R109			11/21/08
	1	APPROVAL OF THE TERMS OF THE ENERGY TRANSFER PARTNERS, L.P. 2008 LONG-TERM INCENTIVE PLAN			For	For		Mgmt
			4.1 Per Matt Norris
05/13/09 - A	Everest Re Group LTD *RE*			G3223R108			03/20/09
	1	Elect Directors			For	For		Mgmt
	2	Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
	3	Approve Omnibus Stock Plan			For	For		Mgmt
05/27/09 - A	Exxon Mobil Corp. *XOM*			30231G102			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director M.J. Boskin --- For
			2.6a
	1.2	Elect Director L.R. Faulkner --- For
			2.6a
	1.3	Elect Director K.C. Frazier --- For
			2.6a
	1.4	Elect Director .W. George --- For
			2.6a
	1.5	Elect Director R.C. King --- For
			2.6a
	1.6	Elect Director M.C. Nelson --- For
			2.6a
	1.7	Elect Director S.J. Palmisano --- For
			2.6a
	1.8	Elect Director S.S Reinemund --- For
			2.6a
	1.9	Elect Director R.W. Tillerson --- For
			2.6a
	1.10	Elect Director E.E. Whitacre, Jr. --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	4	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	5	Reincorporate in Another State [from New Jersey to North Dakota]			Against	Against		ShrHoldr
			3.16a
	6	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	7	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	8	Compare CEO Compensation to Average U.S. per Capita Income			Against	Against		ShrHoldr
			5.4
	9	Review Anti-discrimination Policy on Corporate Sponsorships and Executive Perks			Against	Against		ShrHoldr
			5.4
	10	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			6.1
	11	Adopt Quantitative GHG Goals for Products and Operations			Against	Against		ShrHoldr
			6.2 Per Erik Becker
	12	Report on Climate Change Impacts on Emerging Countries			Against	Against		ShrHoldr
			5.4
	13	Adopt Policy to Increase Renewable Energy			Against	Against		ShrHoldr
			6.2 Per Erik Becker
09/22/08 - A	General Mills, Inc. *GIS*			370334104			07/24/08
	1	Elect Director Bradbury H. Anderson			For	For		Mgmt
			Item 2.6a
	2	Elect Director Paul Danos			For	For		Mgmt
			Item 2.6a
	3	Elect Director William T. Esrey			For	For		Mgmt
			Item 2.6a
	4	Elect Director Raymond V. Gilmartin			For	For		Mgmt
			Item 2.6a
	5	Elect Director Judith Richards Hope			For	For		Mgmt
			Item 2.6a
	6	Elect Director Heidi G. Miller			For	For		Mgmt
			Item 2.6a
	7	Elect Director Hilda Ochoa-Brillembourg			For	For		Mgmt
			Item 2.6a
	8	Elect Director Steve Odland			For	For		Mgmt
			Item 2.6a
	9	Elect Director Kendall J. Powell			For	For		Mgmt
			Item 2.6a
	10	Elect Director Lois E. Quam			For	For		Mgmt
			Item 2.6a
	11	Elect Director Michael D. Rose			For	For		Mgmt
			Item 2.6a
	12	Elect Director Robert L. Ryan			For	For		Mgmt
			Item 2.6a
	13	Elect Director Dorothy A. Terrell			For	For		Mgmt
			Item 2.6a
	14	Ratify Auditors			For	For		Mgmt
			Item 3.1a
03/18/09 - A	Hewlett-Packard Company *HPQ*			428236103			01/20/09
	1	Elect Director Lawrence T. Babbio, Jr.			For	For		Mgmt
			Item 2.6a
	2	Elect Director Sari M. Baldauf			For	For		Mgmt
			Item 2.6a
	3	Elect Director Rajiv L. Gupta			For	For		Mgmt
			Item 2.6a
	4	Elect Director John H. Hammergren			For	For		Mgmt
			Item 2.6a
	5	Elect Director Mark V. Hurd			For	For		Mgmt
			Item 2.6a
	6	Elect Director Joel Z. Hyatt			For	For		Mgmt
			Item 2.6a
	7	Elect Director John R. Joyce			For	For		Mgmt
			Item 2.6a
	8	Elect Director Robert L. Ryan			For	For		Mgmt
			Item 2.6a
	9	Elect Director Lucille S. Salhany			For	For		Mgmt
			Item 2.6a
	10	Elect Director G. Kennedy Thompson			For	For		Mgmt
			Item 2.6a
	11	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Home Depot, Inc. *HD*			437076102			03/30/09
	1	Elect Director F. Duane Ackerman			For	For		Mgmt
			2.6a
	2	Elect Director David H. Batchelder			For	For		Mgmt
			2.6a
	3	Elect Director Francis S. Blake			For	For		Mgmt
			2.6a
	4	Elect Director Ari Bousbib			For	For		Mgmt
			2.6a
	5	Elect Director Gregory D. Brenneman			For	For		Mgmt
			2.6a
	6	Elect Director Albert P. Carey			For	For		Mgmt
			2.6a
	7	Elect Director Armando Codina			For	For		Mgmt
			2.6a
	8	Elect Director Bonnie G. Hill			For	For		Mgmt
			2.6a
	9	Elect Director Karen L. Katen			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Approve Right to Call Special Meetings			For	Against		Mgmt
			3.2a
	12	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	13	Call Special Meetings			Against	For		ShrHoldr
			3.2b
	14	Prepare Employment Diversity Report			Against	Against		ShrHoldr
			6.1
	15	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	16	Assess Energy Use and Establish Reduction Targets			Against	Against		ShrHoldr
			5.4
05/08/09 - A	Illinois Tool Works Inc. *ITW*			452308109			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William F. Aldinger --- For
			2.6a
	1.2	Elect Director Marvin D. Brailsford --- For
			2.6a
	1.3	Elect Director Susan Crown --- For
			2.6a
	1.4	Elect Director Don H. Davis, Jr. --- For
			2.6a
	1.5	Elect Director Robert C. McCormack --- For
			2.6a
	1.6	Elect Director Robert S. Morrison --- For
			2.6a
	1.7	Elect Director James A. Skinner --- For
			2.6a
	1.8	Elect Director Harold B. Smith --- For
			2.6a
	1.9	Elect Director David B. Speer --- For
			2.6a
	1.10	Elect Director Pamela B. Strobel --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Submit SERP to Shareholder Vote			Against	Against		ShrHoldr
			5.1c
04/28/09 - A	International Business Machines Corp. *IBM*			459200101			02/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director A. J. P. Belda --- For
			2.6a
	1.2	Elect Director C. Black --- For
			2.6a
	1.3	Elect Director W. R. Brody --- For
			2.6a
	1.4	Elect Director K. I. Chenault --- For
			2.6a
	1.5	Elect Director M. L. Eskew --- For
			2.6a
	1.6	Elect Director S. A. Jackson --- For
			2.6a
	1.7	Elect Director T. Nishimuro --- For
			2.6a
	1.8	Elect Director J. W. Owens --- For
			2.6a
	1.9	Elect Director S. J. Palmisano --- For
			2.6a
	1.10	Elect Director J. E. Spero --- For
			2.6a
	1.11	Elect Director S. Taurel --- For
			2.6a
	1.12	Elect Director L. H. Zambrano --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	5	Review Executive Compensation			Against	For		ShrHoldr
			99 per Matt Norris
	6	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
02/13/09 - A	Jack In the Box Inc. *JACK*			466367109			12/19/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Michael E. Alpert --- For
			Item 2.6a
	1.2	Elect Director David L. Goebel --- For
			Item 2.6a
	1.3	Elect Director Anne B. Gust --- For
			Item 2.6a
	1.4	Elect Director Murray H. Hutchison --- For
			Item 2.6a
	1.5	Elect Director Linda A. Lang --- For
			Item 2.6a
	1.6	Elect Director Michael W. Murphy --- For
			Item 2.6a
	1.7	Elect Director David M. Tehle --- For
			Item 2.6a
	1.8	Elect Director Winifred M. Webb --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/23/09 - A	Johnson & Johnson *JNJ*			478160104			02/24/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Mary Sue Coleman --- For
			2.6a
	1.2	Elect Director James G. Cullen --- For
			2.6a
	1.3	Elect Director Michael M.E. Johns --- For
			2.6a
	1.4	Elect Director Arnold G. Langbo --- For
			2.6a
	1.5	Elect Director Susan L. Lindquist --- For
			2.6a
	1.6	Elect Director Leo F. Mullin --- For
			2.6a
	1.7	Elect Director Wiliam D. Perez --- For
			2.6a
	1.8	Elect Director Charles Prince --- For
			2.6a
	1.9	Elect Director David Satcher --- For
			2.6a
	1.10	Elect Director William C. Weldon --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/19/09 - A	JPMorgan Chase & Co. *JPM*			46625H100			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Crandall C. Bowles --- For
			2.6a
	1.2	Elect Director Stephen B. Burke --- For
			2.6a
	1.3	Elect Director David M. Cote --- For
			2.6a
	1.4	Elect Director James S. Crown --- For
			2.6a
	1.5	Elect Director James Dimon --- For
			2.6a
	1.6	Elect Director Ellen V. Futter --- For
			2.6a
	1.7	Elect Director William H. Gray, III --- For
			2.6a
	1.8	Elect Director Laban P. Jackson, Jr. --- For
			2.6a
	1.9	Elect Director David C. Novak --- For
			2.6a
	1.10	Elect Director Lee R. Raymond --- For
			2.6a
	1.11	Elect Director William C. Weldon --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1
	4	Disclose Prior Government Service			Against	Against		ShrHoldr
			5.4
	5	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	6	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	7	Report on Predatory Lending Policies			Against	Against		ShrHoldr
			5.4
	8	Amend Key Executive Performance Plan			Against	Against		ShrHoldr
			5.1c
	9	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
	10	Prepare Carbon Principles Report			Against	Against		ShrHoldr
			6.2
05/20/09 - A	Kraft Foods Inc *KFT*			50075N104			03/12/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Ajay Banga --- For
			2.6a
	1.2	Elect Director Myra M. Hart --- For
			2.6a
	1.3	Elect Director Lois D. Juliber --- For
			2.6a
	1.4	Elect Director Mark D. Ketchum --- For
			2.6a
	1.5	Elect Director Richard A. Lerner --- For
			2.6a
	1.6	Elect Director John C. Pope --- For
			2.6a
	1.7	Elect Director Fredric G. Reynolds --- For
			2.6a
	1.8	Elect Director Irene B. Rosenfeld --- For
			2.6a
	1.9	Elect Director Deborah C. Wright --- For
			2.6a
	1.10	Elect Director Frank G. Zarb --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
	4	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
04/23/09 - A	Lockheed Martin Corp. *LMT*			539830109			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director E. C. "Pete" Aldrige, Jr. --- For
			2.6a
	1.2	Elect Director Nolan D. Archibald --- For
			2.6a
	1.3	Elect Director David B. Burritt --- For
			2.6a
	1.4	Elect Director James O. Ellis, Jr. --- For
			2.6a
	1.5	Elect Director Gwendolyn S. King --- For
			2.6a
	1.6	Elect Director James M. Loy --- For
			2.6a
	1.7	Elect Director Douglas H. McCorkindale --- For
			2.6a
	1.8	Elect Director Joseph W. Ralston --- For
			2.6a
	1.9	Elect Director Frank Savage --- For
			2.6a
	1.10	Elect Director James Schneider --- For
			2.6a
	1.11	Elect Director Anne Stevens --- For
			2.6a
	1.12	Elect Director Robert J. Stevens --- For
			2.6a
	1.13	Elect Director James R. Ukropina --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Reduce Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	4	Report on Space-based Weapons Program			Against	Against		ShrHoldr
			6.3
	5	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris
	6	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/15/09 - A	Macy's Inc *M*			55616P104			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Stephen F. Bollenbach --- For
			2.6a
	1.2	Elect Director Deirdre P. Connelly --- For
			2.6a
	1.3	Elect Director Meyer Feldberg --- For
			2.6a
	1.4	Elect Director Sara Levinson --- For
			2.6a
	1.5	Elect Director Terry J. Lundgren --- For
			2.6a
	1.6	Elect Director Joseph Neubauer --- For
			2.6a
	1.7	Elect Director Joseph A. Pichler --- For
			2.6a
	1.8	Elect Director Joyce M. Roch   --- For
			2.6a
	1.9	Elect Director Karl M. von der Heyden --- For
			2.6a
	1.10	Elect Director Craig E. Weatherup --- For
			2.6a
	1.11	Elect Director Marna C. Whittington --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 # of shares available for grant is greater than 10% of outstanding shares
	4	Reduce Supermajority Vote Requirement			Against	For		ShrHoldr
			3.4b
	5	Stock Retention/Holding Period			Against	Against		ShrHoldr
			2.11
04/29/09 - A	Marathon Oil Corp. *MRO*			565849106			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Charles F. Bolden, Jr. --- For
			2.6a
	1.2	Elect Director Gregory H. Boyce --- For
			2.6a
	1.3	Elect Director Clarence P. Cazalot, Jr. --- For
			2.6a
	1.4	Elect Director David A. Daberko --- For
			2.6a
	1.5	Elect Director William L. Davis --- For
			2.6a
	1.6	Elect Director Shirley Ann Jackson --- For
			2.6a
	1.7	Elect Director Philip Lader --- For
			2.6a
	1.8	Elect Director Charles R. Lee --- For
			2.6a
	1.9	Elect Director Michael E. J. Phelps --- For
			2.6a
	1.10	Elect Director Dennis H. Reilley --- For
			2.6a
	1.11	Elect Director Seth E. Schofield --- For
			2.6a
	1.12	Elect Director John W. Snow --- For
			2.6a
	1.13	Elect Director Thomas J. Usher --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Bylaws-- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
06/02/09 - A	MarkWest Energy Partners L.P. *MWE*			570759100			04/07/09
	1.1	Elect Director Frank M. Semple			For	For		Mgmt
			2.6a
	1.2	Elect Director John M. Fox			For	For		Mgmt
			2.6a
	1.3	Elect Director Keith E. Bailey			For	For		Mgmt
			2.6a
	1.4	Elect Director Michael L. Beatty			For	For		Mgmt
			2.6a
	1.5	Elect Director Charles K. Dempster			For	For		Mgmt
			2.6a
	1.6	Elect Director Donald C. Heppermann			For	For		Mgmt
			2.6a
	1.7	Elect Director William A. Kellstrom			For	For		Mgmt
			2.6a
	1.8	Elect Director Anne E. Fox Mounsey			For	For		Mgmt
			2.6a
	1.9	Elect Director William P. Nicoletti			For	For		Mgmt
			2.6a
	1.10	Elect Director Donald D. Wolf			For	For		Mgmt
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
07/23/08 - A	McKesson Corporation *MCK*			58155Q103			05/30/08
	1	Elect Director Andy D. Bryant			For	For		Mgmt
			Item 2.6a
	2	Elect Director Wayne A. Budd			For	For		Mgmt
			Item 2.6a
	3	Elect Director John H. Hammergren			For	For		Mgmt
			Item 2.6a
	4	Elect Director Alton F. Irby III			For	For		Mgmt
			Item 2.6a
	5	Elect Director M. Christine Jacobs			For	For		Mgmt
			Item 2.6a
	6	Elect Director Marie L. Knowles			For	For		Mgmt
			Item 2.6a
	7	Elect Director David M. Lawrence			For	For		Mgmt
			Item 2.6a
	8	Elect Director Edward A. Mueller			For	For		Mgmt
			Item 2.6a
	9	Elect Director James V. Napier			For	For		Mgmt
			Item 2.6a
	10	Elect Director Jane E. Shaw			For	For		Mgmt
			Item 2.6a
	11	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/13/09 - A	Molson Coors Brewing Co *TAP*			60871R209			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John E. Cleghorn --- For
			Item 2.6a
	1.2	Elect Director Charles M. Herington --- For
			Item 2.6a
	1.3	Elect Director David P. O'Brien --- For
			Item 2.6a
04/23/09 - A	Nokia Corp.			654902204			02/17/09
		Meeting for ADR Holders
	1	Open Meeting			None	None		Mgmt
	2	Calling the Meeting to Order			None	None		Mgmt
	3	Designate Inspector or Shareholder Representative(s) of Minutes of Meeting			None	None		Mgmt
	4	Acknowledge Proper Convening of Meeting			None	None		Mgmt
	5	Prepare and Approve List of Shareholders			None	None		Mgmt
	6	Receive Financial Statements and Statutory Reports; Receive CEO's Review			None	None		Mgmt
	7	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	8	Approve Allocation of Income and Dividends of EUR 0.40 Per Share			For	For		Mgmt
			3.18
	9	Approve Discharge of Board and President			For	For		Mgmt
			3.25
	10	Approve Remuneration of Directors in the Amount of EUR 440,000 for Chairman, EUR 150,000 for Vice Chairman, and EUR 130,000 for Other Directors; Approve Remuneration for Committee Work			For	For		Mgmt
			2.8a
	11	Fix Number of Directors at 11			For	For		Mgmt
			2.1b
	12	Elect Directors			For	For		Mgmt
	12.1	Reelect Georg Ehrnrooth as Director --- For
			2.6a
	12.2	Reelect Lalita D. Gupte as Director --- For
			2.6a
	12.3	Reelect Bengt Holmstrom as Director --- For
			2.6a
	12.4	Reelect Henning Kagermann as Director --- For
			2.6a
	12.5	Reelect Olli-Pekka Kallasvuo as Director --- For
			2.6a
	12.6	Reelect Per Karlsson as Director --- For
			2.6a
	12.7	Reelect Jorma Ollila as Director --- For
			2.6a
	12.8	Reelect Marjorie Scardino as Director --- For
			2.6a
	12.9	Reelect Risto Siilasmaa as Director --- For
			2.6a
	12.10	Reelect Keijo Suila as Directors as Director --- For
			2.6a
	12.11	Elect Isabel Marey-Semper as New Director --- For
			2.6a
	13	Approve Remuneration of Auditors			For	For		Mgmt
			3.1a
	14	Ratify PricewaterhouseCoopers Oy as Auditors			For	For		Mgmt
			3.1a
	15	Authorize Repurchase of up to 360 Million Nokia Shares			For	For		Mgmt
			3.21a
	16	Close Meeting			None	None		Mgmt
	17	MARK THE FOR BOX IF YOU WISH TO INSTRUCT THE DEPOSITARY TO GIVE A PROXY TO LEENA SIIRALA OR ESA NIINIMAKI, BOTH LEGALCOUNSELS OF NOKIA CORPORATION, TO VOTE, IN THEIR DISCRETION, ONYOUR BEHALF ONLY UPON ITEM 17.			None	Against		Mgmt
			7.7a
05/01/09 - A	Occidental Petroleum Corp. *OXY*			674599105			03/11/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Spencer Abraham --- For
			2.6a
	1.2	Elect Director Ronald W. Burkle --- For
			2.6a
	1.3	Elect Director John S. Chalsty --- For
			2.6a
	1.4	Elect Director Edward P. Djerejian --- For
			2.6a
	1.5	Elect Director John E. Feick --- For
			2.6a
	1.6	Elect Director Ray R. Irani --- For
			2.6a
	1.7	Elect Director Irvin W. Maloney --- For
			2.6a
	1.8	Elect Director Avedick B. Poladian --- For
			2.6a
	1.9	Elect Director Rodolfo Segovia --- For
			2.6a
	1.10	Elect Director Aziz D. Syriani --- For
			2.6a
	1.11	Elect Director Rosemary Tomich --- For
			2.6a
	1.12	Elect Director Walter L. Weisman --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Provide Right to Call Special Meeting			For	For		Mgmt
			3.2b
	4	Report on Host Country Social and Environmental Laws			Against	Against		ShrHoldr
			1.3a
04/22/09 - A	Office Depot, Inc. *ODP*			676220106			03/03/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Lee A. Ault III --- For
			2.6a
	1.2	Elect Director Neil R. Austrian --- For
			2.6a
	1.3	Elect Director David W. Bernauer --- For
			2.6a
	1.4	Elect Director Marsha J. Evans --- For
			2.6a
	1.5	Elect Director David I. Fuente --- For
			2.6a
	1.6	Elect Director Brenda J. Gaines --- For
			2.6a
	1.7	Elect Director Myra M. Hart --- For
			2.6a
	1.8	Elect Director W. Scott Hedrick --- For
			2.6a
	1.9	Elect Director Kathleen Mason --- For
			2.6a
	1.10	Elect Director Michael J. Myers --- For
			2.6a
	1.11	Elect Director Steve Odland --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Bylaws -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	4	Reimburse Proxy Contest Expenses			Against	Against		ShrHoldr
			99
	5	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
05/15/09 - A	Pactiv Corp. *PTV*			695257105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Larry D. Brady --- For
			Item 2.6a
	1.2	Elect Director K. Dane Brooksher --- For
			Item 2.6a
	1.3	Elect Director Robert J. Darnall --- For
			Item 2.6a
	1.4	Elect Director Mary R. (Nina) Henderson --- For
			Item 2.6a
	1.5	Elect Director N. Thomas Linebarger --- For
			Item 2.6a
	1.6	Elect Director Roger B. Porter --- For
			Item 2.6a
	1.7	Elect Director Richard L. Wambold --- For
			Item 2.6a
	1.8	Elect Director Norman H. Wesley --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/05/09 - A	Philip Morris International Inc. *PM*			718172109			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Harold Brown --- For
			2.6a
	1.2	Elect Director Mathis Cabiallavetta --- For
			2.6a
	1.3	Elect Director Louis C. Camilleri --- For
			2.6a
	1.4	Elect Director J. Dudley Fishburn --- For
			2.6a
	1.5	Elect Director Graham Mackay --- For
			2.6a
	1.6	Elect Director Sergio Marchionne --- For
			2.6a
	1.7	Elect Director Lucio A. Noto --- For
			2.6a
	1.8	Elect Director Carlos Slim Hel   --- For
			2.6a
	1.9	Elect Director Stephen M. Wolf --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/28/09 - A	Raytheon Co. *RTN*			755111507			04/03/09
	1	Elect Director Vernon E. Clark			For	For		Mgmt
			2.6a
	2	Elect Director John M. Deutch			For	For		Mgmt
			2.6a
	3	Elect Director Frederic M. Poses			For	For		Mgmt
			2.6a
	4	Elect Director Michael C. Ruettgers			For	For		Mgmt
			2.6a
	5	Elect Director Ronald L. Skates			For	For		Mgmt
			2.6a
	6	Elect Director William R. Spivey			For	For		Mgmt
			2.6a
	7	Elect Director Linda G. Stuntz			For	For		Mgmt
			2.6a
	8	Elect Director William H. Swanson			For	For		Mgmt
			2.6a
	9	Ratify Auditors			For	For		Mgmt
			3.1a
	10	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	11	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	12	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	13	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	14	Submit SERP to Shareholder Vote			Against	Against		ShrHoldr
			5.1c
05/21/09 - A	RenaissanceRe Holdings Ltd. *RNR*			G7496G103			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Thomas A. Cooper as Director --- For
			Item 2.6a
	1.2	Elect Neill A. Currie as Director --- For
			Item 2.6a
	1.3	Elect W. James MacGinnitie as Director --- For
			Item 2.6a
	2	Appoint the Firm of Ernst & Young, Ltd to Serve as Auditors for the2009 Fiscal Year Until the 2010 AGM and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			Item 3.1a
04/22/09 - A	Solutia Inc. *SOA*			834376501			02/24/09
	1	Elect Director Robert K. deVeer, Jr.			For	For		Mgmt
			Item 2.6a
	2	Elect Director Gregory C. Smith			For	For		Mgmt
			Item 2.6a
	3	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/28/09 - A	SunTrust Banks, Inc. *STI*			867914103			02/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Alston D. Correll --- For
			2.6a
	1.2	Elect Director Patricia C. Frist --- For
			2.6a
	1.3	Elect Director Blake P. Garrett, Jr. --- For
			2.6a
	1.4	Elect Director David H. Hughes --- For
			2.6a
	1.5	Elect Director M. Douglas Ivester --- For
			2.6a
	1.6	Elect Director G. Gilmer Minor, III --- For
			2.6a
	1.7	Elect Director James M. Wells III --- For
			2.6a
	1.8	Elect Director Karen Hastie Williams --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			1.3a
	4	Advisory Vote on Executive Compensation			For	For		Mgmt
			4.1 TARP Regs
05/05/09 - A	The Travelers Companies, Inc. *TRV*			89417E109			03/06/09
	1	Elect Directors			For	For		Mgmt
	2	Ratify Auditors			For	For		Mgmt
	3	Amend Omnibus Stock Plan			For	For		Mgmt
	4	Report on Political Contributions			Against	Against		ShrHoldr
06/11/09 - A	UAL Corporation *UAUA*			902549807			04/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Richard J. Almeida --- For
			Item 2.6a
	1.2	Elect Director Mary K. Bush --- For
			Item 2.6a
	1.3	Elect Director W. James Farrell --- For
			Item 2.6a
	1.4	Elect Director Walter Isaacson --- For
			Item 2.6a
	1.5	Elect Director Robert D. Krebs --- For
			Item 2.6a
	1.6	Elect Director Robert S. Miller --- For
			Item 2.6a
	1.7	Elect Director James J. O?Connor --- For
			Item 2.6a
	1.8	Elect Director Glenn F. Tilton --- For
			Item 2.6a
	1.9	Elect Director David J. Vitale --- For
			Item 2.6a
	1.10	Elect Director John H. Walker --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/14/09 - A	Union Pacific Corp. *UNP*			907818108			03/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Andrew H. Card, Jr. --- For
			Item 2.6a
	1.2	Elect Director Erroll B. Davis, Jr. --- For
			Item 2.6a
	1.3	Elect Director Thomas J. Donohue --- For
			Item 2.6a
	1.4	Elect Director Archie W. Dunham --- For
			Item 2.6a
	1.5	Elect Director Judith Richards Hope --- For
			Item 2.6a
	1.6	Elect Director Charles C. Krulak --- For
			Item 2.6a
	1.7	Elect Director Michael R. McCarthy --- For
			Item 2.6a
	1.8	Elect Director Michael W. McConnell --- For
			Item 2.6a
	1.9	Elect Director Thomas F. McLarty III --- For
			Item 2.6a
	1.10	Elect Director Steven R. Rogel --- For
			Item 2.6a
	1.11	Elect Director Jose H. Villarreal --- For
			Item 2.6a
	1.12	Elect Director James R. Young --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	3	Report on Political Contributions			Against	Against		ShrHoldr
			Item 7.2b
06/02/09 - A	UnitedHealth Group Incorporated *UNH*			91324P102			04/03/09
	1	Elect Director William C. Ballard, Jr.			For	For		Mgmt
			2.6a
	2	Elect Director Richard T. Burke			For	For		Mgmt
			2.6a
	3	Elect Director Robert J. Darretta			For	For		Mgmt
			2.6a
	4	Elect Director Stephen J. Hemsley			For	For		Mgmt
			2.6a
	5	Elect Director Michele J. Hooper			For	For		Mgmt
			2.6a
	6	Elect Director Douglas W. Leatherdale			For	For		Mgmt
			2.6a
	7	Elect Director Glenn M. Renwick			For	For		Mgmt
			2.6a
	8	Elect Director Kenneth I. Shine, M.D.			For	For		Mgmt
			2.6a
	9	Elect Director Gail R. Wilensky, Ph.D.			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/07/09 - A	Verizon Communications *VZ*			92343V104			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Richard L. Carrion --- For
			2.6a
	1.2	Elect Director M. Frances Keeth --- For
			2.6a
	1.3	Elect Director Robert W. Lane --- For
			2.6a
	1.4	Elect Director Sandra O. Moose --- For
			2.6a
	1.5	Elect Director Joseph Neubauer --- For
			2.6a
	1.6	Elect Director Donald T. Nicolaisen --- For
			2.6a
	1.7	Elect Director Thomas H. O'Brien --- For
			2.6a
	1.8	Elect Director Clarence Otis, Jr. --- For
			2.6a
	1.9	Elect Director Hugh B. Price --- For
			2.6a
	1.10	Elect Director Ivan G. Seidenberg --- For
			2.6a
	1.11	Elect Director John W. Snow --- For
			2.6a
	1.12	Elect Director John R. Stafford --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1
	4	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	5	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	6	Prohibit Executive Stock-Based Awards			Against	Against		ShrHoldr
			4.1
	7	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	8	Require Independent Board Chairman			Against	Against		ShrHoldr
			2.12
	9	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	10	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99
05/08/09 - A	Waste Management, Inc. *WMI*			94106L109			03/11/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Pastora San Juan Cafferty --- For
			2.6a
	1.2	Elect Director Frank M. Clark, Jr. --- For
			2.6a
	1.3	Elect Director Patrick W. Gross --- For
			2.6a
	1.4	Elect Director John C. Pope --- For
			2.6a
	1.5	Elect Director W. Robert Reum --- For
			2.6a
	1.6	Elect Director Steven G. Rothmeier --- For
			2.6a
	1.7	Elect Director David P. Steiner --- For
			2.6a
	1.8	Elect Director Thomas H. Weidemeyer --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.1
	4	Approve Omnibus Stock Plan			For	For		Mgmt
			1.3a
	5	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	6	Reduce Supermajority Vote Requirement			Against	For		ShrHoldr
			3.4b
05/20/09 - A	Wellpoint, Inc. *WLP*			94973V107			03/18/09
	1	Elect Director Lenox D. Baker, Jr., M.D.			For	For		Mgmt
			2.6a
	2	Elect Director Susan B. Bayh			For	For		Mgmt
			2.6a
	3	Elect Director Larry C. Glasscock			For	For		Mgmt
			2.6a
	4	Elect Director Julie A. Hill			For	For		Mgmt
			2.6a
	5	Elect Director Ramiro G. Peru			For	For		Mgmt
			2.6a
	6	Ratify Auditors			For	For		Mgmt
			3.1a
	7	Approve Omnibus Stock Plan			For	For		Mgmt
			1.3a
	8	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	9	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/21/09 - A	Xerox Corporation *XRX*			984121103			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Glenn A. Britt --- For
			Item 2.6a
	1.2	Elect Director Ursula M. Burns --- For
			Item 2.6a
	1.3	Elect Director Richard J. Harrington --- For
			Item 2.6a
	1.4	Elect Director William Curt Hunter --- For
			Item 2.6a
	1.5	Elect Director Robert A. McDonald --- For
			Item 2.6a
	1.6	Elect Director Anne M. Mulcahy --- For
			Item 2.6a
	1.7	Elect Director N. J. Nicholas, Jr. --- For
			Item 2.6a
	1.8	Elect Director Charles Prince --- For
			Item 2.6a
	1.9	Elect Director Ann N. Reese --- For
			Item 2.6a
	1.10	Elect Director Mary Agnes Wilderotter --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/02/09 - A	Zions Bancorporation *ZION*			989701107			03/31/09
	1	Elect Director R. D. Cash			For	For		Mgmt
			2.6a
	2	Elect Director Patricia Frobes			For	For		Mgmt
			2.6a
	3	Elect Director J. David Heaney			For	For		Mgmt
			2.6a
	4	Elect Director Harris H. Simmons			For	For		Mgmt
			2.6a
	5	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	6	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	7	Ratify Auditors			For	For		Mgmt
			3.1a
	8	Advisory Vote to Ratify Named Executive Officers' Compensation			For	Against		Mgmt
			4.1 Per Kim Scott
	9	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b Per Kim Scott

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.

IVY FUNDS VARIABLE INSURANCE PORTFOLIOS
(Registrant)
By:	/s/Kristen A. Richards
	Kristen A. Richards, Vice President and Assistant Secretary
Date: August 26, 2009
By:	/s/Henry J. Herrmann
	Henry J. Herrmann, President and Principal Executive Officer
Date: August 26, 2008