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, 2009 to June 30, 2010
IVY FUNDS VIP ASSET STRATEGY
Proxy Voting Record
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
Reliance Communications Ltd (formerly RELIANCE COMMUNICATION | | Meeting Date |
|
| 01-Jul-09 |
Ticker: N/A | | |
CUSIP: Y72317103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Postal Ballot | | Mgmt | | No | | None | | None |
| | | | | |
1 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to 25 Percent of the Company’s Issued Share Capital to Qualified Institutional Buyers | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 460,682 | | 460,682 |
| | | | Totals: | | 460,682 | | 460,682 |
| | | | | | | | |
| | |
HDFC Bank Limited | | Meeting Date |
|
| |
| | 14-Jul-09 |
| |
Ticker: N/A | | |
CUSIP: Y3119P117
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Dividend of INR 10.00 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reappoint A. Pande as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint A. Samanta as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Haribhakti & Co. as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Revision in Remuneration of A. Puri, Managing Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Appointment and Remuneration of J. Capoor, Chairman | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Amend Employees Stock Option Schemes VIII to XIII Re: Exercise Period | | Mgmt | | Yes | | For | | Against |
| | | | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | | | Confirmed | | 199,600 | | 199,600 |
| | | | | | Totals: | | 199,600 | | 199,600 |
| | | | | | | | | | |
Page 1 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
Housing Development Finance Corp. Ltd. | | Meeting Date |
| 22-Jul-09 |
Ticker: N/A | | |
CUSIP: Y37246157
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Dividend of INR 30.00 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reappoint S.B. Patel as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint B.S. Mehta as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reappoint S.A. Dave as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Deloitte Haskins & Sells as Auditors and Branch Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Pannell Kerr Forster as Branch Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Reappointment and Remuneration of D.S. Parekh, Chairman and Managing Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Commission Remuneration for Non-Executive Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorize Issuance of Warrants Convertible into 10.95 Million Equity Shares with Secured Redeemable Non-Convertible Debentures without Preemptive Rights to Qualified Institutional Buyers | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 112,026 | | 112,026 |
| | | | Totals: | | 112,026 | | 112,026 |
| | | | | | | | |
| | |
Barclays plc | | Meeting Date |
|
| |
| | 06-Aug-09 |
Ticker: N/A | | |
CUSIP: G08036124
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Disposal by Barclays plc of the Barclays Global Investors Business and Ancillary Arrangements | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 2,142,100 | | 2,142,100 |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 1,161,800 | | 1,161,800 |
| | | | Totals: | | 3,303,900 | | 3,303,900 |
| | | | | | | | |
Page 2 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
PING AN INSURANCE (GROUP) CO. OF CHINA, LTD. | | Meeting |
| Date |
| 07-Aug-09 |
Ticker: N/A | | |
CUSIP: Y69790106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Special Business | | Mgmt | | No | | For | | None |
| | | | | |
1 | | Approve a Specific Mandate to Allot and Issue Consideration Shares Under the Share Purchase Agreement | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 251,500 | | 251,500 |
| | | | Totals: | | 251,500 | | 251,500 |
| | | | | | | | |
| | |
PING AN INSURANCE (GROUP) CO. OF CHINA, LTD. | | Meeting Date |
|
| 07-Aug-09 |
Ticker: N/A | | |
CUSIP: Y69790106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for H Shareholders | | Mgmt | | No | | None | | None |
| | | | | |
| | Special Business | | Mgmt | | No | | For | | None |
| | | | | |
1 | | Approve a Specific Mandate to Allot and Issue Consideration Shares Under the Share Purchase Agreement | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 251,500 | | 251,500 |
| | | | Totals: | | 251,500 | | 251,500 |
| | | | | | | | |
| | |
BRF – Brasil Foods SA | | Meeting Date |
|
| |
| | 18-Aug-09 |
Ticker: N/A | | |
CUSIP: N/A
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Agreement to Acquire All Common and Preferred Shares of Sadia SA Not Already Held by the Company | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Appoint Banco de Investimentos Credit Suisse SA to Evaluate Share Swap Ratio, and Appoint Planconsult Planejamento e Consultoria Ltda to Evaluate Increase in Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Reports by Credit Suisse and Planconsult | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Acquisition of Sadia SA and Amend Article 5 to Reflect Increase in Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 163,300 | | 163,300 |
| | | | Totals: | | 163,300 | | 163,300 |
| | | | | | | | |
Page 3 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
Larsen & Toubro Ltd | | Meeting Date |
|
| |
| | 28-Aug-09 |
Ticker: N/A | | |
CUSIP: Y5217N159
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Dividend of INR 10.50 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reappoint S.N. Talwar as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint K.V. Rangaswami as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Appoint T. Mathew T. as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reappoint M.V. Kotwal as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reappoint V.K. Magapu as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reappoint R.N. Mukhija as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Appoint J.S. Bindra as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to an Aggregate Amount of INR 24 Billion to Qualified Institutional Buyers | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve Sharp & Tannan as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 602,900 | | 602,900 |
| | | | Totals: | | 602,900 | | 602,900 |
| | | | | | | | |
| | |
Industrial and Commercial Bank of China Limited | | Meeting Date |
|
| |
| | 02-Sep-09 |
Ticker: N/A | | |
CUSIP: Y3990B112
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Special Business | | Mgmt | | No | | None | | None |
| | | | | |
1 | | Approve Capital Injection of an Amount Equivalent to RMB 3 Billion in ICBC Financial Leasing Co., Ltd. | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 57,233,700 | | 57,233,700 |
| | | | Totals: | | 57,233,700 | | 57,233,700 |
| | | | | | | | |
Page 4 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
Nike, Inc. | | Meeting Date |
|
| |
| | 21-Sep-09 |
Ticker: NKE | | |
CUSIP: 654106103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Jill K. Conway | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Alan B. Graf, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John C. Lechleiter | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 155,900 | | 155,900 |
| | | | Totals: | | 155,900 | | 155,900 |
| | | | | | | | |
| | |
DLF LTD | | Meeting Date |
| |
| |
| | 30-Sep-09 |
Ticker: N/A | | |
CUSIP: Y2089H105
| | | | | | | | | | |
| | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Dividend of INR 2.00 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reappoint K. Swarup as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint D.V. Kapur as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reappoint M.M. Sabharwal as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Walker Chandiok & Co. as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Reappointment and Remuneration of K. Swarup, Senior Executive Director - Legal | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Appointment and Remuneration of S.D. Singh as Vice President of DLF Commercial Developers Ltd, a Wholly-Owned Subsidiary of the Company | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 0 | | 0 |
| | | | Totals: | | 0 | | 0 |
| | | | | | | | |
Page 5 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
China Petroleum & Chemical Corp. | | Meeting Date |
|
| |
| | 15-Oct-09 |
Ticker: N/A | | |
CUSIP: Y15010104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Connected Transaction with a Related Party and the Related Annual Caps | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 9,432,000 | | 9,432,000 |
| | | | Totals: | | 9,432,000 | | 9,432,000 |
| | | | | | | | |
| | |
China Overseas Land & Investment Ltd. | | Meeting Date |
|
| |
| | 03-Nov-09 |
Ticker: N/A | | |
CUSIP: Y15004107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve JV Agreement Among China Overseas Development (Shanghai) Co., Ltd.; China State Construction and Engineering Co., Ltd.; and China State Construction No. 8 Engineering Co., Ltd. in Relation to the Development of a Joint Venure Company | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 3,285,300 | | 3,285,300 |
| | | | Totals: | | 3,285,300 | | 3,285,300 |
| | | | | | | | |
| | |
Industrial and Commercial Bank of China Limited | | Meeting Date |
|
| |
| | 27-Nov-09 |
Ticker: N/A | | |
CUSIP: Y3990B112
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Special Business | | Mgmt | | No | | None | | None |
| | | | | |
1 | | Approve Sale and Purchase Agreement Between Industrial and Commercial Bank of China Ltd. and Bangkok Bank Public Company Ltd. and the Voluntary Tender and Delisting Offers and Related Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | None | | None |
| | | | | |
2 | | Elect Malcolm Christopher McCarthy as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Kenneth Patrick Chung as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
Page 6 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 59,673,700 | | 59,673,700 |
| | | | Totals: | | 59,673,700 | | 59,673,700 |
| | | | | | | | |
| | |
Cielo SA | | Meeting Date |
| |
| | 14-Dec-09 |
Ticker: N/A | | |
CUSIP: N/A
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Change Company Name to Cielo SA; Amend and Consolidate Company Bylaws Accordingly | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Fiscal Council Members and Their Alternates for The Fiscal Year Ended on Dec 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 0 | | 0 |
| | | | Totals: | | 0 | | 0 |
| | | | | | | | |
| | |
China Communications Construction Company Ltd. | | Meeting Date |
| |
| | 29-Dec-09 |
Ticker: N/A | | |
CUSIP: Y14369105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1a | | Reelect Zhou Jichang ad Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1b | | Reelect Meng Fengchao as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1c | | Reelect Fu Junyuan as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1d | | Reelect Zhang Changfu as Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1e | | Reelect Lu Hongjun as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1f | | Reelect Yuan Yaohui as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1g | | Reelect Zou Qiao as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1h | | Elect Liu Zhangmin as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1i | | Elect Daniel R. Fung as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 9,942,000 | | 9,942,000 |
| | | | Totals: | | 9,942,000 | | 9,942,000 |
| | | | | | | | |
Page 7 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
Visa Inc. | | Meeting Date |
| |
| | 20-Jan-10 |
Ticker: V | | |
CUSIP: 92826C839
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert W. Matschullat | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Cathy E. Minehan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director David J. Pang | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director William S. Shanahan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John A. Swainson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Sent | | 273,300 | | 273,300 |
| | | | Totals: | | 273,300 | | 273,300 |
| | | | | | | | |
| | |
Lenovo Group Limited (formerly Legend Group Limited) | | Meeting Date |
| |
| | 22-Jan-10 |
Ticker: N/A | | |
CUSIP: Y5257Y107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Sale and Purchase Agreement and the Issue of Consideration Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 8,346,000 | | 8,346,000 |
| | | | Totals: | | 8,346,000 | | 8,346,000 |
| | | | | | | | |
| | |
Vale S.A. | | Meeting Date |
| |
| | 22-Jan-10 |
Ticker: N/A | | |
CUSIP: P2605D109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
1 | | Ratify Nomination of Alternate Member of Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Agreement to Absorb Mineracao Estrela de Apolo and Mineracao Vale Corumba | | Mgmt | | Yes | | For | | For |
Page 8 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
3 | | Appoint Domingues e Pinho Contadores to Appraise Proposed Merger | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Appraisal of Proposed Merger | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Absorption of Mineracao Estrela de Apolo and Mineracao Vale Corumba | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 280,800 | | 280,800 |
| | | | Totals: | | 280,800 | | 280,800 |
| | | | | | | | |
| | |
Monsanto Co. | | Meeting Date |
| |
| | 26-Jan-10 |
Ticker: MON | | |
CUSIP: 61166W101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Frank V. AtLee III | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director David L. Chicoine | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Arthur H. Harper | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Gwendolyn S. King | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 159,231 | | 159,231 |
| | | | Totals: | | 159,231 | | 159,231 |
| | | | | | | | |
| | |
Jacobs Engineering Group Inc. | | Meeting Date |
| |
| | 28-Jan-10 |
Ticker: JEC | | |
CUSIP: 469814107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert C. Davidson, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Edward V. Fritzky | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Benjamin F. Montoya | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Peter J. Robertson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 9 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 88,500 | | 88,500 |
| | | | Totals: | | 88,500 | | 88,500 |
| | | | | | | | |
| | |
Banco Santander Brasil SA | | Meeting Date |
| |
| | 03-Feb-10 |
Ticker: N/A | | |
CUSIP: P1505Z137
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 876,100 | | 876,100 |
| | | | Totals: | | 876,100 | | 876,100 |
| | | | | | | | |
| | |
Accenture plc | | Meeting Date |
| |
| | 04-Feb-10 |
Ticker: N/A | | |
CUSIP: G1151C101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Reelect William L. Kimsey as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Reelect Robert I. Lipp as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Reelect Wulf von Schimmelmann as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve KPMG as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve 2010 Share Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve 2010 Employee Share Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Change Location of Annual Meeting | | Mgmt | | Yes | | For | | Against |
| | | | | |
6 | | Authorize Open-Market Purchases of Class A Ordinary Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Board to Determine Price Range for the Issuance of Acquired Treasury Stock | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 50,700 | | 50,700 |
| | | | Totals: | | 50,700 | | 50,700 |
| | | | | | | | |
Page 10 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
Apple Inc. | | Meeting Date |
| |
| | 25-Feb-10 |
Ticker: AAPL | | |
CUSIP: 037833100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William V. Campbell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Millard S. Drexler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Albert A. Gore, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Steven P. Jobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Andrea Jung | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Arthur D. Levinson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Jerome B. York | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Non-Employee Director Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Prepare Sustainability Report | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Establish Other Board Committee | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Sent | | 110,200 | | 110,200 |
| | | | Totals: | | 110,200 | | 110,200 |
| | | | | | | | |
| | |
QUALCOMM Incorporated | | Meeting Date |
| |
| | 02-Mar-10 |
Ticker: QCOM | | |
CUSIP: 747525103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Barbara T. Alexander | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Stephen M. Bennett | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Donald G. Cruickshank | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Raymond V. Dittamore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Thomas W. Horton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Irwin Mark Jacobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Paul E. Jacobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Robert E. Kahn | | Mgmt | | Yes | | For | | For |
Page 11 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
1.9 | | Elect Director Sherry Lansing | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Duane A. Nelles | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Brent Scowcroft | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Marc I. Stern | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Sent | | 726,157 | | 726,157 |
| | | | Totals: | | 726,157 | | 726,157 |
| | | | | | | | |
| | |
Hyundai Motor Co. | | Meeting Date |
|
| |
| | 12-Mar-10 |
| |
Ticker: N/A | | |
CUSIP: Y38472109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Appropriation of Income and Dividend of KRW 1,150 per Common Share | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Two Inside Directors and Two Outside Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Nam Sung-Il as Member of Audit Committee | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Total Remuneration of Inside Directors and Outside Directors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 325,800 | | 325,800 |
| | | | Totals: | | 325,800 | | 325,800 |
| | | | | | | | |
| | |
Samsung Electronics Co. Ltd. | | Meeting Date |
|
| |
| | 19-Mar-10 |
| |
Ticker: N/A | | |
CUSIP: Y74718100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Appropriation of Income and Year-End Dividends of KRW 7,500 per Common Share and KRW 7,550 per Preferred Share | | Mgmt | | Yes | | For | | For |
| | | | | |
2.1 | | Elect Lee In-Ho as Outside Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.2 | | Elect Lee In-Ho as Member of Audit Committee | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Total Remuneration of Inside Directors and Outside Directors | | Mgmt | | Yes | | For | | For |
Page 12 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 40,700 | | 40,700 |
| | | | Totals: | | 40,700 | | 40,700 |
| | | | | | | | |
| | |
ASML Holding NV | | Meeting Date |
|
| 24-Mar-10 |
| |
Ticker: N/A | | |
CUSIP: N07059178
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Annual Meeting | | Mgmt | | No | | | | |
| | | | | |
1 | | Open Meeting | | Mgmt | | No | | | | |
| | | | | |
2 | | Discuss the Company’s Business and Finacial Situation | | Mgmt | | No | | | | |
| | | | | |
3 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Approve Discharge of Management Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Approve Discharge of Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Receive Explanation on Company’s Reserves and Dividend Policy | | Mgmt | | No | | | | |
| | | | | |
7 | | Approve Dividends of EUR 0.20 Per Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8.a | | Discuss Remuneration Report | | Mgmt | | No | | | | |
| | | | | |
8.b | | Approve Remuneration Report Containing Remuneration Policy for Management Board Members | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.a | | Approve Performance Share Arrangement According to Remuneration Policy 2010 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.b | | Approve Performance Share Grant According to Remuneration Policy 2008 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.c | | Approve Performance Stock Option Grants | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10 | | Approve the Numbers of Stock Options, Respectively Shares for Employees | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
11 | | Notification of the Intended Election of F. Schneider-Manoury to the Management Board | | Mgmt | | No | | | | |
| | | | | |
12 | | Discussion of Supervisory Board Profile | | Mgmt | | No | | | | |
| | | | | |
13 | | Notification of the Retirement of W.T. Siegle and J.W.B. Westerburgen of the Supervisory Board by Rotation in 2011 | | Mgmt | | No | | | | |
| | | | | |
14.a | | Grant Board Authority to Issue Shares up To Five Percent of Issued Capital | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
14.b | | Authorize Board to Exclude Preemptive Rights from Issuance under Item 14.a | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
14.c | | Grant Board Authority to Issue Additional Shares of up to Five Percent in Case of Takeover/Merger | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
14.d | | Authorize Board to Exclude Preemptive Rights from Issuance under Item 14.c | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
15 | | Authorize Repurchase of Up to Ten Percent of Issued Share Capital | | Mgmt | | Yes | | For | | Do Not Vote |
Page 13 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
16 | | Authorize Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
17 | | Authorize Additionnal Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
18 | | Other Business | | Mgmt | | No | | | | |
| | | | | |
19 | | Close Meeting | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | AutoApproved | | 140,000 | | 140,000 |
| | | | Totals: | | 140,000 | | 140,000 |
| | | | | | | | |
| | |
BRF — Brasil Foods SA | | Meeting Date |
|
| |
| | 31-Mar-10 |
| |
Ticker: N/A | | |
CUSIP: P1905C100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Financial Statements and Allocation of Income | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Roberto Faldini as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Fiscal Council and Audit Committee | | Mgmt | | Yes | | For | | |
| | | | | |
5 | | Approve Remuneration of Executive Officers, Non-Executive Directors, and Fiscal Council Members | | Mgmt | | Yes | | For | | |
| | | | | |
6 | | Approve Issuance of Shares without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Share-Based Plan and Stock Option Plan for BRF Executive Officers | | Mgmt | | Yes | | For | | |
| | | | | |
8 | | Approve Share-Based Plan and Stock Option Plan for Sadia Executive Officers | | Mgmt | | Yes | | For | | |
| | | | | |
9 | | Approve 1:2 Stock Split | | Mgmt | | Yes | | For | | |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Appoint Independent Firm to Appraise Proposed Absorption | | Mgmt | | Yes | | For | | |
| | | | | |
12 | | Approve Absorption of Avipal Nordeste SA and HHF Participacoes SA by BRF | | Mgmt | | Yes | | For | | |
| | | | | |
13 | | Designate Newspapers to Publish Company Announcements | | Mgmt | | Yes | | For | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Uninstructed | | 0 | | 0 |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Uninstructed | | 0 | | 0 |
| | | | Totals: | | 0 | | 0 |
| | | | | | | | |
Page 14 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
Schlumberger Ltd. | | Meeting Date |
| |
| | 07-Apr-10 |
| |
Ticker: SLB | | |
CUSIP: 806857108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect P. Camus as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect P. Currie as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect J.S. Gorelick as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect A. Gould as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect T. Isaac as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect K.V. Kamath as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect N. Kudryavtsev as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect A. Lajous as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect M.E. Marks as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect L.R. Reif as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect T.I. Sandvold as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect H. Seydoux as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adopt and Approve Financials and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve 2010 Omnibus Stock Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify PricewaterhouseCoopers LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Approved | | 155,900 | | 155,900 |
| | | | Totals: | | 155,900 | | 155,900 |
| | | | | | | | |
| | |
Industrial and Commercial Bank of China Limited | | Meeting Date |
| 08-Apr-10 |
| |
Ticker: N/A | | |
CUSIP: Y3990B112
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Wang Lili as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve 2010 Fixed Assets Investment Budget | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 34,263,700 | | 34,263,700 |
| | | | Totals: | | 34,263,700 | | 34,263,700 |
| | | | | | | | |
Page 15 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
LVMH Moet Hennessy Louis Vuitton | | Meeting Date |
| |
| | 15-Apr-10 |
| |
Ticker: N/A | | |
CUSIP: F58485115
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Auditors’ Special Report Regarding Related-Party Transactions | | Mgmt | | Yes | | For | | Against |
| | | | | |
4 | | Approve Allocation of Income and Dividends of EUR 1.60 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reelect Bernard Arnault as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reelect Delphine Arnault as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reelect Nicholas Clive Worms as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reelect Patrick Houel as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reelect Felix G. Rohatyn as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Reelect Hubert Vedrine as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Helene Carrere d’ Encausse as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Reelect Kilian Hennesy as Censor | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Reelect Deloitte & Associes as Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Ratify Ernst & Young Audit as Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Reelect Denis Grison as Alternate Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Ratify Auditex as Alternate Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Special Business | | Mgmt | | No | | | | |
| | | | | |
18 | | Approve Reduction in Share Capital via Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | | | Confirmed | | 109,500 | | 109,500 |
| | | | | | Totals: | | 109,500 | | 109,500 |
| | | | | | | | | | |
Page 16 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
REDECARD SA | | Meeting Date |
| |
| | 15-Apr-10 |
| |
Ticker: N/A | | |
CUSIP: P79941103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Annual Meeting Agenda | | Mgmt | | No | | | | |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Allocation of Income and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Remuneration of Executive Officers, Non-Executive Directors, and Audit Committee Members | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Designate Newspapers to Publish Company Announcements | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Special Meeting Agenda | | Mgmt | | No | | | | |
| | | | | |
6 | | Change Articles 16, 18, and 19 and Change the Wording of Articles 9, 29, 30, 32, 34 and 36 | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Amend Stock Option Plan | | Mgmt | | Yes | | For | | Against |
| | | | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Rejected | | 746,300 | | | | 746,300 |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Rejected | | 746,300 | | | | 746,300 |
| | | | Totals: | | 1,492,600 | | | | 1,492,600 |
| | | | | | | | | | |
| | |
Anglo American plc | | Meeting Date |
| |
| | 22-Apr-10 |
| |
Ticker: N/A | | |
CUSIP: G03764134
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Sir Philip Hampton as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Ray O’Rourke as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Sir John Parker as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Jack Thompson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Cynthia Carroll as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Nicky Oppenheimer as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reappoint Deloitte LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
12 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
Page 17 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | | | 173,000 | | 173,000 |
| | | | Totals: | | | | 173,000 | | 173,000 |
| | | | | | | | | | |
| | |
Hong Kong Exchanges and Clearing Ltd | | Meeting Date |
| |
| | 22-Apr-10 |
| |
Ticker: N/A | | |
CUSIP: Y3506N139
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Declare Final Dividend of HK$ 2.09 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3a | | Elect John Estmond Strickland as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Elect Wong Sai Hung, Oscar as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
6a | | Approve Remuneration of HK$500,000 and HK$350,000 Per Annum Payable to the Chairman and Each of the Other Non-executive Directors Respectively | | Mgmt | | Yes | | For | | For |
| | | | | |
6b | | Approve Attendance Fee of HK$2,500 Per Meeting Payable to the Chairman and Every Member (Excluding Executive Director) of Certain Board Committees | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 823,800 | | 823,800 |
| | | | Totals: | | 823,800 | | 823,800 |
| | | | | | | | |
| | |
Volkswagen AG (VW) | | Meeting Date |
| |
| | 22-Apr-10 |
| |
Ticker: N/A | | |
CUSIP: D94523145
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting For Preferred Shareholders | | Mgmt | | No | | | | |
| | | | | |
1 | | 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 102.4 Million Pool of Capital to Guarantee Conversion Rights | | Mgmt | | Yes | | For | | Do Not Vote |
Page 18 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | AutoApproved | | 88,300 | | 88,300 |
| | | | Totals: | | 88,300 | | 88,300 |
| | | | | | | | |
| | |
Banco Santander Brasil SA | | Meeting Date |
| |
| | 27-Apr-10 |
| |
Ticker: N/A | | |
CUSIP: P1505Z137
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Allocation of Income and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Remuneration of Executive Officers, Non-Executive Directors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 1,065,100 | | 1,065,100 |
| | | | Totals: | | 1,065,100 | | 1,065,100 |
| | | | | | | | |
| | |
Banco Santander Brasil SA | | Meeting Date |
| |
| | 27-Apr-10 |
| |
Ticker: N/A | | |
CUSIP: P1505Z137
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Authorize Capitalization of Reserves for Bonus Issue | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Articles | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 1,065,100 | | 1,065,100 |
| | | | Totals: | | 1,065,100 | | 1,065,100 |
| | | | | | | | |
| | |
Xstrata plc | | Meeting Date |
| |
| | 05-May-10 |
| |
Ticker: N/A | | |
CUSIP: G9826T102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
Page 19 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
2 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Mick Davis as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect David Rough as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Sir Steve Robson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Willy Strothotte as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Dr Con Fauconnier as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reappoint Ernst & Young LLP as Auditors and Authorise Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
11 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise the Company to Call EGM with Not Less Than 20 Clear Days’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 1,190,324 | | 1,190,324 |
| | | | Totals: | | 1,190,324 | | 1,190,324 |
| | | | | | | | |
| | |
Holcim Ltd. (formerly Holderbank Financiere Glarus) | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: N/A | | |
CUSIP: H36940130
Did not vote due to share blocking
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
1.2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Approve Discharge of Board and Senior Management | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Allocation of Income and Dividends of CHF 1.50 per Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.1.1 | | Reelect Markus Akermann as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.1.2 | | Reelect Peter Kuepfer as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.1.3 | | Reelect Rolf Soiron as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.2 | | Elect Beat Hess as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.3 | | Ratify Ernst & Young AG as Auditors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Amend Articles Re: Share Certificates due to New Swiss Federal Act on Intermediated Securities | | Mgmt | | Yes | | For | | Do Not Vote |
Page 20 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | AutoApproved | | 136,100 | | 0 |
| | | | Totals: | | 136,100 | | 0 |
| | | | | | | | |
| | |
Lafarge | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: N/A | | |
CUSIP: F54432111
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income and Dividends of EUR 2.00 per Ordinary Share and EUR 2.20 per Long-Term Registered Share | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Auditors’ Special Report Mentioning New and Ongoing Related-Party Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Colette Lewiner as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Veronique Weill as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Remuneration of Directors in the Aggregate Amount of EUR 700,000 | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Authorize Repurchase of Up to 5 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Authorize Filing of Required Documents/Other Formalities | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 136,400 | | 136,400 |
| | | | Totals: | | 136,400 | | 136,400 |
| | | | | | | | |
| | |
PMC-Sierra, Inc. | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: PMCS | | |
CUSIP: 69344F106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert L. Bailey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Richard E. Belluzzo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director James V. Diller, Sr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Michael R. Farese | | Mgmt | | Yes | | For | | For |
Page 21 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
1.5 | | Elect Director Jonathan J. Judge | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director William H. Kurtz | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Gregory S. Lang | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Frank J. Marshall | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Performance-Based Equity Awards | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 1,206,300 | | 1,206,300 |
| | | | Totals: | | 1,206,300 | | 1,206,300 |
| | | | | | | | |
| | |
Colgate-Palmolive Company | | Meeting Date |
| |
| | 07-May-10 |
| |
Ticker: CL | | |
CUSIP: 194162103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
1 | | Elect Director John T. Cahill | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Ian Cook | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Helene D. Gayle | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Ellen M. Hancock | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Joseph Jimenez | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director David W. Johnson | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Richard J. Kogan | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Delano E. Lewis | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director J. Pedro Reinhard | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Stephen I. Sadove | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Report on Charitable Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Amend Articles/Bylaws/Charter – Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | | | Confirmed | | 126,000 | | 126,000 |
| | | | | | Totals: | | 126,000 | | 126,000 |
| | | | | | | | | | |
Page 22 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
Standard Chartered plc | | Meeting Date |
| |
| | 07-May-10 |
| |
Ticker: N/A | | |
CUSIP: G84228157
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Jamie Dundas as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Val Gooding as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Rudy Markham as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect John Peace as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Re-elect Peter Sands as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Re-elect Paul Skinner as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Re-elect Oliver Stocken as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Jaspal Bindra as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Richard Delbridge as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Dr Han Seung-soo as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Simon Lowth as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Elect Mike Rees as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Reappoint KPMG Audit plc as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Approve EU Political Donations and Expenditure | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
20 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
21 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
22 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
23 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
24 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
25 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
26 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
27 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
28 | | Amend Restricted Share Scheme | | Mgmt | | Yes | | For | | For |
| | | | | |
29 | | Approve Waiver on the Reporting and Annual Review Requirements in Respect of Ongoing Banking Transactions with Associates of Temasek | | Mgmt | | Yes | | For | | For |
| | | | | |
30 | | Approve the Waiver in Respect of the Requirement to Enter into Fixed-term Written Agreements with Temasek | | Mgmt | | Yes | | For | | For |
Page 23 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
31 | | Approve Future Ongoing Banking Transactions with Temasek | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 1,537,100 | | 1,537,100 |
| | | | Totals: | | 1,537,100 | | 1,537,100 |
| | | | | | | | |
| | |
Gilead Sciences, Inc. | | Meeting Date |
|
| |
| | 11-May-10 |
| |
Ticker: GILD | | |
CUSIP: 375558103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Paul Berg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John F. Cogan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Etienne F. Davignon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James M. Denny | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Carla A. Hills | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Kevin E. Lofton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director John W. Madigan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director John C. Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Gordon E. Moore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Nicholas G. Moore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Richard J. Whitley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Gayle E. Wilson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.13 | | Elect Director Per Wold-Olsen | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 200,500 | | 200,500 |
| | | | Totals: | | 200,500 | | 200,500 |
| | | | | | | | |
| | |
Mead Johnson Nutrition Company | | Meeting Date |
| |
| | 11-May-10 |
| |
Ticker: MJN | | |
CUSIP: 582839106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stephen W. Golsby | | Mgmt | | Yes | | For | | For |
Page 24 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
1.2 | | Elect Director Dr. Steven M. Altschuler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Howard B. Bernick | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James M. Cornelius | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Peter G. Ratcliffe | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Dr. Elliott Sigal | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Robert S. Singer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Kimberly A. Casiano | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Anna C. Catalano | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 147,900 | | 147,900 |
| | | | Totals: | | 147,900 | | 147,900 |
| | | | | | | | |
| | |
Amgen, Inc. | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: AMGN | | |
CUSIP: 031162100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Dr. David Baltimore | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Frank J. Biondi, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Francois De Carbonnel | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Jerry D. Choate | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Dr. Vance D. Coffman | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Frederick W. Gluck | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Dr. Rebecca M. Henderson | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Frank C. Herringer | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Dr. Gilbert S. Omenn | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Judith C. Pelham | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Adm. J. Paul Reason, USN (Retired) | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Leonard D. Schaeffer | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Kevin W. Sharer | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Provide Right to Act by Written Consent | | SH | | Yes | | Against | | For |
| | | | | |
16 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
Page 25 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 197,400 | | 197,400 |
| | | | Totals: | | 197,400 | | 197,400 |
| | | | | | | | |
| | |
China Mobile Limited | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: N/A | | |
CUSIP: Y14965100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Final Dividend of HK$1.458 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3a | | Reelect Li Yue as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Reelect Lu Xiangdong as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
3c | | Reelect Xin Fanfei as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3d | | Reelect Frank Wong Kwong Shing as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint KMPG as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 915,500 | | 915,500 |
| | | | Totals: | | 915,500 | | 915,500 |
| | | | | | | | |
| | |
China Unicom (Hong Kong) Ltd | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: N/A | | |
CUSIP: Y1519S111
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
3a1 | | Reelect Zuo Xunsheng as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3a2 | | Reelect Tong Jilu as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3a3 | | Reelect Cheung Wing Lam Linus as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Authorize the Board to Fix Remuneration of Directors | | Mgmt | | Yes | | For | | For |
Page 26 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
4 | | Reappoint PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 3,594,000 | | 3,594,000 |
| | | | Totals: | | 3,594,000 | | 3,594,000 |
| | | | | | | | |
| | |
Juniper Networks, Inc. | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: JNPR | | |
CUSIP: 48203R104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Pradeep Sindhu | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert M. Calderoni | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director William F. Meehan | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 257,900 | | 257,900 |
| | | | Totals: | | 257,900 | | 257,900 |
| | | | | | | | |
| | |
Philip Morris International Inc. | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: PM | | |
CUSIP: 718172109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Harold Brown | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Mathis Cabiallavetta | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Louis C. Camilleri | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director J. Dudley Fishburn | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Jennifer Li | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Graham Mackay | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Sergio Marchionne | | Mgmt | | Yes | | For | | For |
Page 27 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
8 | | Elect Director Lucio A. Noto | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Carlos Slim Helu | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Stephen M. Wolf | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Report on Effect of Marketing Practices on the Poor | | SH | | Yes | | Against | | Against |
| | | | | |
13 | | Establish Supplier Human Rights Purchasing Protocols | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 263,300 | | 263,300 |
| | | | Totals: | | 263,300 | | 263,300 |
| | | | | | | | |
| | |
Wynn Resorts, Limited | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: WYNN | | |
CUSIP: 983134107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stephen A. Wynn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Ray R. Irani | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Alvin V. Shoemaker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director D. Boone Wayson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 281,800 | | 281,800 |
| | | | Totals: | | 281,800 | | 281,800 |
| | | | | | | | |
| | |
Starwood Hotels & Resorts Worldwide, Inc. | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: HOT | | |
CUSIP: 85590A401
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Adam M. Aron | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Charlene Barshefsky | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Thomas E. Clarke | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Clayton C. Daley, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Bruce W. Duncan | | Mgmt | | Yes | | For | | For |
Page 28 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
1.6 | | Elect Director Lizanne Galbreath | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Eric Hippeau | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Stephen R. Quazzo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Thomas O. Ryder | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Frits van Paasschen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Kneeland C. Youngblood | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 194,600 | | 194,600 |
| | | | Totals: | | 194,600 | | 194,600 |
| | | | | | | | |
| | |
Vertex Pharmaceuticals Incorporated | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: VRTX | | |
CUSIP: 92532F100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Joshua Boger | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Charles A. Sanders | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Elaine S. Ullian | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 125,300 | | 125,300 |
| | | | Totals: | | 125,300 | | 125,300 |
| | | | | | | | |
| | |
Transocean Ltd. | | Meeting Date |
| |
| | 14-May-10 |
| |
Ticker: RIG | | |
CUSIP: H8817H100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Discharge of Board and Senior Management | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income and Omission of Dividends | | Mgmt | | Yes | | For | | For |
Page 29 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
4 | | Change Location of Registered Office to Steinhausen, Switzerland | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Creation of CHF 2.5 Billion Pool of Capital without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Reduction in Share Capita and Repayment of $3.11 per Sharel | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Amend Articles Re: Share Certificates due to New Swiss Federal Act on Intermediated Securities | | Mgmt | | Yes | | For | | For |
| | | | | |
8a | | Elect Steven Newman as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8b | | Reelect Thomas Carson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8c | | Reelect Robert Sprague as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8d | | Reelect J. Michael Talbert as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8e | | Reelect John Whitmire as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Appointment Of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Transact Other Business (Voting) | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 72,600 | | 72,600 |
| | | | Totals: | | 72,600 | | 72,600 |
| | | | | | | | |
| | |
Anadarko Petroleum Corporation | | Meeting Date |
| |
| | 18-May-10 |
| |
Ticker: APC | | |
CUSIP: 032511107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director H. Paulett Eberhart | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Preston M. Geren III | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director James T. Hackett | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity | | SH | | Yes | | Against | | Against |
| | | | | |
6 | | Reimburse Expenses Incurred by Stockholder in Contested Election of Directors | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 79,800 | | 79,800 |
| | | | Totals: | | 79,800 | | 79,800 |
| | | | | | | | |
Page 30 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
Industrial and Commercial Bank of China Limited | | Meeting Date |
| |
| | 18-May-10 |
| |
Ticker: N/A | | |
CUSIP: Y3990B112
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve 2009 Work Report of the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve 2009 Work Report of the Board of Supervisors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve 2009 Audited Accounts | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve 2009 Profit Distribution Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reappoint Ernst and Young and Ernst and Young Hua Ming as Auditors and Fix the Total Audit Fees for 2010 at RMB 159.60 million | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Capital Management Plan for Years 2010 to 2012 | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Extraordinary Business | | Mgmt | | No | | | | |
| | | | | |
7 | | Approve Issuance of H Shares and A Share Convertible Corporate Bonds (Convertible Bonds) | | Mgmt | | Yes | | For | | For |
| | | | | |
8a | | Approve Type of Securities to be Issued in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8b | | Approve Issue Size in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8c | | Approve Nominal Value and Issue Price in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8d | | Approve Term in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8e | | Approve Interest Rate in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8f | | Approve Timing and Method of Interest Payment in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8g | | Approve Conversion Period in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8h | | Approve Method for Determining the Number of Shares for Conversion in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8i | | Approve Determination and Adjustment of CB Conversion Price in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8j | | Approve Downward Adjustment to CB Conversion Price in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8k | | Approve Terms of Redemption in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8l | | Approve Terms of Sale Back in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8m | | Approve Dividend Rights of the Year of Conversion in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8n | | Approve Method of Issuance and Target Investors in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8o | | Approve Subscription Arrangement for the Existing Holders of A Shares in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8p | | Approve CB Holders and CB Holders’ Meetings in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
Page 31 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
8q | | Approve Use of Proceeds in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8r | | Approve Special Provisions in Relation to Supplementary Capital in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8s | | Approve Security in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8t | | Approve Validity Period of the Resolution in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8u | | Approve Matters Relating to Authorisation in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
9 | | Approve Feasibility Analysis Report on the Use of Proceeds of the Public Issuance of A Share Convertible Corporate Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Utilization Report on the Bank’s Use of Proceeds from the Previous Issuance of Securities by the Bank | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve the Revised Plan on Authorisation of the Shareholders’ General Meeting to the Board of Directors as Set Out in Appendix 1 to the Supplemental Circular of the Bank Dated 4 May 2010 | | SH | | Yes | | None | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 42,126,700 | | 42,126,700 |
| | | | Totals: | | 42,126,700 | | 42,126,700 |
| | | | | | | | |
| | |
Li & Fung Limited | | Meeting Date |
| |
| | 18-May-10 |
| |
Ticker: N/A | | |
CUSIP: G5485F144
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Declare Final Dividend of HK$0.49 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3a | | Reelect Victor Fung Kwok King as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Reelect Bruce Philip Rockowitz as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3c | | Reelect Paul Edward Selway-Swift as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Increase in Authorized Share Capital from HK$100 Million to HK$150 Million by the Creation of 2 Billion New Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Refreshment of Scheme Mandate Limit Under Share Option Scheme | | Mgmt | | Yes | | For | | For |
Page 32 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 3,022,200 | | 3,022,200 |
| | | | Totals: | | 3,022,200 | | 3,022,200 |
| | | | | | | | |
| | |
Halliburton Company | | Meeting Date |
| |
| | 19-May-10 |
| |
Ticker: HAL | | |
CUSIP: 406216101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director A.M. Bennett | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director J.R. Boyd | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director M. Carroll | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director N.K. Dicciani | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director S.M. Gillis | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director J.T. Hackett | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director D.J. Lesar | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director R.A. Malone | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director J.L. Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director D.L. Reed | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Review and Assess Human Rights Policies | | SH | | Yes | | Against | | Against |
| | | | | |
13 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
15 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 268,400 | | 268,400 |
| | | | Totals: | | 268,400 | | 268,400 |
| | | | | | | | |
| | |
Intel Corporation | | Meeting Date |
| |
| | 19-May-10 |
| |
Ticker: INTC | | |
CUSIP: 458140100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Charlene Barshefsky | | Mgmt | | Yes | | For | | For |
Page 33 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
2 | | Elect Director Susan L. Decker | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director John J. Donahoe | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Reed E. Hundt | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Paul S. Otellini | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director James D. Plummer | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director David S. Pottruck | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Jane E. Shaw | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Frank D. Yeary | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director David B. Yoffie | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 272,600 | | 272,600 |
| | | | Totals: | | 272,600 | | 272,600 |
| | | | | | | | |
| | |
Boc Hong Kong (Holdings) Ltd. | | Meeting Date |
| |
| | 20-May-10 |
| |
Ticker: N/A | | |
CUSIP: Y0920U103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Dividends of HK$0.57 Per Share for the year ended Dec. 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
3a | | Reelect Li Lihui as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Reelect Zhang Yanling as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3c | | Reelect Gao Yingxin as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3d | | Reelect Tung Chee Chen Director | | Mgmt | | Yes | | For | �� | For |
| | | | | |
4 | | Approve PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Authorize Repurchase of Up to Ten Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
Page 34 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 1,612,500 | | 1,612,500 |
| | | | Totals: | | 1,612,500 | | 1,612,500 |
| | | | | | | | |
| | |
CNOOC Ltd. | | Meeting Date |
| 20-May-10 |
Ticker: N/A | | |
CUSIP: Y1662W117
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1a | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
1b | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
1c1 | | Reelect Tse Hau Yin, Aloysius as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1c2 | | Reelect Zhou Shouwei as Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1c3 | | Reelect Yang Hua as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1c4 | | Authorize Board Of Directors to Fix Remuneration of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
1d | | Reelect Chiu Sung Hong as Independent Non-Executive Director and Authorize Board to Fix His Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
1e | | Re-appoint Auditors and Authorise The Board to Fix Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
2a | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
2b | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
2c | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 7,210,000 | | 7,210,000 |
| | | | Totals: | | 7,210,000 | | 7,210,000 |
| | | | | | | | |
| | |
Banco Santander Brasil SA | | Meeting Date |
| |
| | 21-May-10 |
| |
Ticker: N/A | | |
CUSIP: P1505Z137
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Alter Dividend Payment Date | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Article 31 | | Mgmt | | Yes | | For | | For |
Page 35 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 876,100 | | 876,100 |
| | | | Totals: | | 876,100 | | 876,100 |
| | | | | | | | |
| | |
Hengan International Group Co. Ltd. | | Meeting Date |
| |
| | 24-May-10 |
Ticker: N/A | | |
CUSIP: G4402L128
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Declare Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
3a | | Reelect Sze Man Bok as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Reelect Hung Ching Shan as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3c | | Reelect Loo Hong Shing Vincent as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3d | | Reelect Wang Ming Fu as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3e | | Authorize Board to Fix Remuneration of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 1,156,000 | | 1,156,000 |
| | | | Totals: | | 1,156,000 | | 1,156,000 |
| | | | | | | | |
| | |
Amazon.com, Inc. | | Meeting Date |
| |
| | 25-May-10 |
Ticker: AMZN | | |
CUSIP: 023135106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Jeffrey P. Bezos | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Tom A. Alberg | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director John Seely Brown | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director William B. Gordon | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Alain Monie | | Mgmt | | Yes | | For | | For |
Page 36 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
6 | | Elect Director Thomas O. Ryder | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Patricia Q. Stonesifer | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 9,300 | | 9,300 |
| | | | Totals: | | 9,300 | | 9,300 |
| | | | | | | | |
| | |
China Telecom Corporation Ltd | | Meeting Date |
| |
| | 25-May-10 |
Ticker: N/A | | |
CUSIP: Y1505D102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Profit Distribution Proposal and Final Dividend for the Year Ended December 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reappoint KPMG and KPMG Huazhen as International and Domestic Auditors, Respectively, and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
4a | | Approve Issuance of Debentures | | Mgmt | | Yes | | For | | For |
| | | | | |
4b | | Authorize Board to Determine Specific Terms, Conditions and Other Matters of the Debentures | | Mgmt | | Yes | | For | | For |
| | | | | |
5a | | Approve Issuance of Bonds in One or More Tranches Not Exceeding RMB 30 Billion | | Mgmt | | Yes | | For | | For |
| | | | | |
5b | | Authorize Board to Determine Specific Terms, Conditions and Other Matters of the Company Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Board to Increase the Registered Capital of the Company and Amend the Articles of Association to Reflect Such Increase | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 2,348,000 | | 2,348,000 |
| | | | Totals: | | 2,348,000 | | 2,348,000 |
| | | | | | | | |
Page 37 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
Annaly Capital Management Inc. | | Meeting Date |
| |
| | 27-May-10 |
Ticker: NLY | | |
CUSIP: 035710409
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Kevin P. Brady | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director E. Wayne Nordberg | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Sent | | 1,122,868 | | 1,122,868 |
| | | | Totals: | | 1,122,868 | | 1,122,868 |
| | | | | | | | |
| | |
China Resources Land Ltd. (frmrly. China Resources Beijing L | | Meeting Date |
| 01-Jun-10 |
Ticker: N/A | | |
CUSIP: G2108Y105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
3a | | Reelect Wu Xiangdong as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Reelect Jiang Wei as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
3c | | Reelect Li Fuzuo as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3d | | Reelect Du Wenmin as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3e | | Reelect Wang Shi as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
3f | | Reelect Ma Si Hang Frederick as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3g | | Authorize the Board to Fix Remuneration of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint Auditors and Authorize the Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 4,332,000 | | 4,332,000 |
| | | | Totals: | | 4,332,000 | | 4,332,000 |
| | | | | | | | |
Page 38 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
Cognizant Technology Solutions Corporation | | Meeting Date |
| |
| | 01-Jun-10 |
Ticker: CTSH | | |
CUSIP: 192446102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director John E. Klein | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Lakshmi Narayanan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Maureen Breakiron-Evans | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 216,700 | | 216,700 |
| | | | Totals: | | 216,700 | | 216,700 |
| | | | | | | | |
| | |
First Solar, Inc. | | Meeting Date |
| |
| | 01-Jun-10 |
Ticker: FSLR | | |
CUSIP: 336433107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Michael J. Ahearn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert J. Gillette | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Craig Kennedy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James F. Nolan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director William J. Post | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director J. Thomas Presby | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Paul H. Stebbins | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Michael Sweeney | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Jose H. Villarreal | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Approve Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Sent | | 20,100 | | 20,100 |
| | | | Totals: | | 20,100 | | 20,100 |
| | | | | | |
Page 39 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
China Life Insurance Co. Limited | | Meeting Date |
| |
| | 04-Jun-10 |
Ticker: N/A | | |
CUSIP: Y1477R204
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Report of the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Report of the Supervisory Committee | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Profit Distribution and Cash Dividend Distribution Plan for 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reappoint PricewaterhouseCoopers Zhong Tian Certified Public Accountants Limited Company and PricewaterhouseCoopers as PRC and International Auditors, Respectively, and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Anthony Francis Neoh as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Renewal of Liability Insurance for Directors and Senior Management Officers | | Mgmt | | Yes | | For | | Against |
| | | | | |
8 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 6,509,100 | | 6,509,100 |
| | | | Totals: | | 6,509,100 | | 6,509,100 |
| | | | | | | | |
| | |
Prudential plc | | Meeting Date |
| |
| | 07-Jun-10 |
Ticker: N/A | | |
CUSIP: G72899100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Re-elect Michael Garrett as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
4 | | Re-elect Bridget Macaskill as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Clark Manning as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Barry Stowe as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Nic Nicandrou as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Rob Devey as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reappoint KPMG Audit plc as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise EU Political Donations and Expenditure | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
14 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
15 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
Page 40 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
16 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 286,051 | | 286,051 |
| | | | Totals: | | 286,051 | | 286,051 |
| | | | | | | | |
| | |
Prudential plc | | Meeting Date |
| 07-Jun-10 |
Ticker: N/A | | |
CUSIP: G72899100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Establish Prudential Group plc as the New Ultimate Holding Company of the Prudential Group | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Approve Performance Share Plan, Business Unit Performance Plans and M&G Executive Long Term Incentive Plan 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve UK Savings-Related Share Option Scheme, Irish SAYE Scheme, International Employees SAYE Scheme, International (Non-Employees) SAYE Scheme, Share Incentive Plan, Europe Share Participation Plan, Share Option Plan and Momentum Retention Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Authorise Establishment of Additional Employee Share Schemes for the Benefit of Overseas Employees | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 286,051 | | 286,051 |
| | | | Totals: | | 286,051 | | 286,051 |
| | | | | | | | |
| | |
Prudential plc | | Meeting Date |
| |
| | 07-Jun-10 |
Ticker: N/A | | |
CUSIP: G72899100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Court Meeting | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Scheme of Arrangement | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 286,051 | | 286,051 |
| | | | Totals: | | 286,051 | | 286,051 |
| | | | | | | | |
Page 41 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
China Overseas Land & Investment Ltd. | | Meeting Date |
| |
| | 09-Jun-10 |
Ticker: N/A | | |
CUSIP: Y15004107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2a | | Reelect Kong Quingping as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2b | | Reelect Xiao Xiao as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2c | | Reelect Dong Daping as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2d | | Reelect Nip Yun Wing as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2e | | Reelect Lin Xiaofeng as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
2f | | Reelect Lam Kwong Siu as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2g | | Reelect Wong Ying Ho, Kennedy as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Authorize the Board to Fix Remuneration of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Final Dividend of HK$0.13 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reappoint Deloitte Touche Tohmatsu as Auditors and Authorize the Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | | |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 3,742,000 | | 3,742,000 |
| | | | Totals: | | 3,742,000 | | 3,742,000 |
| | | | | | |
| | |
China Overseas Land & Investment Ltd. | | Meeting Date |
| |
| | 09-Jun-10 |
Ticker: N/A | | |
CUSIP: Y15004107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Connected Transaction with a Related Party and New Caps | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | | |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 3,742,000 | | 3,742,000 |
| | | | Totals: | | 3,742,000 | | 3,742,000 |
| | | | | | |
Page 42 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
Freeport-McMoRan Copper & Gold Inc. | | Meeting Date |
| |
| | 09-Jun-10 |
Ticker: FCX | | |
CUSIP: 35671D857
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Richard C. Adkerson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert J. Allison, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Robert A. Day | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Gerald J. Ford | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director H. Devon Graham, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Charles C. Krulak | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Bobby Lee Lackey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Jon C. Madonna | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Dustan E. McCoy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director James R. Moffett | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director B.M. Rankin, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Stephen H. Siegele | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Request Director Nominee with Environmental Qualifications | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | | |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Sent | | 123,200 | | 123,200 |
| | | | Totals: | | 123,200 | | 123,200 |
| | | | | | |
| | |
Wynn Macau Ltd. | | Meeting Date |
| |
| | 10-Jun-10 |
Ticker: N/A | | |
CUSIP: G98149100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2a | | Reelect Ian Michael Coughlan as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2b | | Reelect Marc D. Schorr as Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2c | | Reelect Jeffrey Kin-fung Lam as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2d | | Authorize Board to Fix Remuneration of Directors | | Mgmt | | Yes | | For | | For |
Page 43 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
3 | | Reappoint Ernst & Young as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Refreshment of Mandate Limit Under Share Option Scheme | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | | |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 5,651,600 | | 5,651,600 |
| | | | Totals: | | 5,651,600 | | 5,651,600 |
| | | | | | |
| | |
Infosys Technologies Ltd | | Meeting Date |
| |
| | 12-Jun-10 |
Ticker: N/A | | |
CUSIP: Y4082C133
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for GDR Holders | | Mgmt | | No | | | | |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Final Dividend of INR 15 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reappoint N.R.N. Murthy as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint M.G. Subrahmanyam as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reappoint S. Gopalakrishnan as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reappoint S.D. Shibulal as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reappoint T.V.M. Pai as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve B.S.R. & Co. as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Reappointment and Remuneration of T.V M. Pai as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Reappointment and Remuneration of S. Batni as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | | |
90 Ivy Funds VIP Asset Strategy, 90 | | 115980.1 | | Confirmed | | 118,100 | | 118,100 |
| | | | Totals: | | 118,100 | | 118,100 |
| | | | |
Page 44 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
MediaTek Inc. | | Meeting Date |
| |
| | 15-Jun-10 |
Ticker: N/A | | |
CUSIP: Y5945U103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve 2009 Business Operations Report and Financial Statements | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve 2009 Allocation of Income and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Capitalization of 2009 Dividends and Employee Profit Sharing | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve to Amend Rules and Procedures Regarding Shareholder’s General Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Transact Other Business | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 1,877,362 | | 1,877,362 |
| | | | Totals: | | 1,877,362 | | 1,877,362 |
| | | | | | | | |
| | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | Meeting Date |
| |
| | 15-Jun-10 |
| |
Ticker: N/A | | |
CUSIP: Y84629107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve 2009 Business Operations Report and Financial Statements | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve 2009 Allocation of Income and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Operating Procedures for Derivatives Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Transact Other Business | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 14,988,156 | | 14,988,156 |
| | | | Totals: | | 14,988,156 | | 14,988,156 |
| | | | | | | | |
| | |
REDECARD SA | | Meeting Date |
| |
| | 16-Jun-10 |
Ticker: N/A | | |
CUSIP: P79941103
| | | | | | | | | | |
| | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Directors | | Mgmt | | Yes | | For | | For |
Page 45 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 746,300 | | 746,300 |
| | | | Totals: | | 746,300 | | 746,300 |
| | | | | | | | |
| | |
China Shenhua Energy Co., Ltd. | | Meeting Date |
| |
| | 18-Jun-10 |
| |
Ticker: N/A | | |
CUSIP: Y1504C113
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Report of the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Report of the Board of Supervisors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Profit Distribution Plan and Final Dividend of RMB 0.53 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Remuneration of Directors and Supervisors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reappoint KPMG Huazhen and KPMG as PRC and International Auditors, Respectively, and Authorize the Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Revised Annual Cap of the Continuing Connected Transactions under the Transportation Service Framework Agreement with Taiyuan Railway Bureau | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Revised Annual Cap of the Continuing Connected Transactions under the Mutual Coal Supply Agreement with Shenhua Group Corporation Limited | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Mutual Coal Supply Agreement with Shenhua Group Corporation Limited and Annual Caps | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Mutual Supplies and Services Agreement with Shenhua Group Corporation Limited and Annual Caps | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve Coal Supply Framework Agreement with China Datang Corporation and Annual Caps | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Approve Coal Supply Framework Agreement with Tianjin Jinneng Investment Company and Annual Caps | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Approve Coal Supply Framework Agreement with Jiangsu Guoxin Asset Management Group Company Limited and Annual Caps | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Approve Transportation Service Framework Agreement with Taiyuan Railway Bureau and Annual Caps | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Approve Coal Supply Framework Agreement with Shaanxi Province Coal Transportation and Sales (Group) Co Ltd and Annual Caps | | Mgmt | | Yes | | For | | For |
| | | | | |
16a | | Reelect Zhang Xiwu as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
16b | | Reelect Zhang Yuzhuo as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
16c | | Reelect Ling Wen as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
16d | | Reelect Han Jianguo as Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
16e | | Reelect Liu Benrun as Non-Executive Director | | Mgmt | | Yes | | For | | For |
Page 46 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
16f | | Reelect Xie Songlin as Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
16g | | Reelect Gong Huazhang as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
16h | | Reelect Guo Peizhang as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
16i | | Reelect Fan Hsu Lai Tai as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
17a | | Elect Sun Wenjian as Shareholders’ Representative Supervisor | | Mgmt | | Yes | | For | | For |
| | | | | |
17b | | Elect Tang Ning as Shareholders’ Representative Supervisor | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 2,806,500 | | 2,806,500 |
| | | | Totals: | | 2,806,500 | | 2,806,500 |
| | | | | | | | |
| | |
China Shenhua Energy Co., Ltd. | | Meeting Date |
| |
| | 18-Jun-10 |
| |
Ticker: N/A | | |
CUSIP: Y1504C113
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Class Meeting for H Shareholders | | Mgmt | | No | | | | |
| | | | | |
| | Special Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 2,806,500 | | 2,806,500 |
| | | | Totals: | | 2,806,500 | | 2,806,500 |
| | | | | | | | |
| | |
Sands China Ltd. | | Meeting Date |
| |
| | 19-Jun-10 |
| |
Ticker: N/A | | |
CUSIP: G7800X107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2a | | Reelect Sheldon Gary Adelson as Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2b | | Reelect Steven Craig as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2c | | Authorize Board to Fix the Remuneration of Directors | | Mgmt | | Yes | | For | | For |
Page 47 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
3 | | Reappoint PricewaterhouseCoopers as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 23,595,226 | | 23,595,226 |
| | | | Totals: | | 23,595,226 | | 23,595,226 |
| | | | | | | | |
| | |
ICICI Bank Limited | | Meeting Date |
| |
| | 21-Jun-10 |
| |
Ticker: N/A | | |
CUSIP: Y38575109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Scheme of Amalgamation of The Bank of Rajasthan Ltd. with ICICI Bank Ltd. | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 668,410 | | 668,410 |
| | | | Totals: | | 668,410 | | 668,410 |
| | | | | | | | |
| | |
Komatsu Ltd. | | Meeting Date |
| |
| | 23-Jun-10 |
| |
Ticker: 6301 | | |
CUSIP: J35759125
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Allocation of Income, with a Final Dividend of JPY 8 | | Mgmt | | Yes | | For | | For |
| | | | | |
2.1 | | Elect Director Masahiro Sakane | | Mgmt | | Yes | | For | | For |
| | | | | |
2.2 | | Elect Director Kunio Noji | | Mgmt | | Yes | | For | | For |
| | | | | |
2.3 | | Elect Director Yoshinori Komamura | | Mgmt | | Yes | | For | | For |
| | | | | |
2.4 | | Elect Director Yasuo Suzuki | | Mgmt | | Yes | | For | | For |
| | | | | |
2.5 | | Elect Director Kenji Kinoshita | | Mgmt | | Yes | | For | | For |
| | | | | |
2.6 | | Elect Director Masao Fuchigami | | Mgmt | | Yes | | For | | For |
| | | | | |
2.7 | | Elect Director Tetsuji Ohhashi | | Mgmt | | Yes | | For | | For |
| | | | | |
2.8 | | Elect Director Kensuke Hotta | | Mgmt | | Yes | | For | | For |
| | | | | |
2.9 | | Elect Director Noriaki Kanou | | Mgmt | | Yes | | For | | For |
Page 48 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
2.10 | | Elect Director Kouichi Ikeda | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Appoint Statutory Auditor Makoto Okitsu | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Annual Bonus Payment to Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Deep Discount Stock Option Plan for Directors | | Mgmt | | Yes | | For | | Against |
| | | | | |
6 | | Approve Deep Discount Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 1,103,600 | | 1,103,600 |
| | | | Totals: | | 1,103,600 | | 1,103,600 |
| | | | | | | | |
| | |
Renhe Commercial Holdings Company Ltd. | | Meeting Date |
| |
| | 23-Jun-10 |
| |
Ticker: N/A | | |
CUSIP: G75004104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports (Voting) | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3a | | Reelect Dai Yongge as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
3b | | Reelect Lin Zijing as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3c | | Reelect Jiang Mei as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
3d | | Reelect Zhang Xingmei as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
3e | | Reelect Ho Gilbert Chi Hang as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3f | | Reelect Wang Shengli as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Remuneration of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reappoint KPMG as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Share Repurchase Program | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 40,686,000 | | 40,686,000 |
| | | | Totals: | | 40,686,000 | | 40,686,000 |
| | | | | | | | |
Page 49 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | |
Mitsubishi Corp. | | Meeting Date |
| |
| | 24-Jun-10 |
| |
Ticker: 8058 | | |
CUSIP: J43830116
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Allocation of Income, with a Final Dividend of JPY 21 | | Mgmt | | Yes | | For | | For |
| | | | | |
2.1 | | Elect Director Yorihiko Kojima | | Mgmt | | Yes | | For | | For |
| | | | | |
2.2 | | Elect Director Ken Kobayashi | | Mgmt | | Yes | | For | | For |
| | | | | |
2.3 | | Elect Director Ryouichi Ueda | | Mgmt | | Yes | | For | | For |
| | | | | |
2.4 | | Elect Director Masahide Yano | | Mgmt | | Yes | | For | | For |
| | | | | |
2.5 | | Elect Director Hideyuki Nabeshima | | Mgmt | | Yes | | For | | For |
| | | | | |
2.6 | | Elect Director Hideto Nakahara | | Mgmt | | Yes | | For | | For |
| | | | | |
2.7 | | Elect Director Tsuneo Iyobe | | Mgmt | | Yes | | For | | For |
| | | | | |
2.8 | | Elect Director Kiyoshi Fujimura | | Mgmt | | Yes | | For | | For |
| | | | | |
2.9 | | Elect Director Yasuo Nagai | | Mgmt | | Yes | | For | | For |
| | | | | |
2.10 | | Elect Director Mikio Sasaki | | Mgmt | | Yes | | For | | For |
| | | | | |
2.11 | | Elect Director Tamotsu Nomakuchi | | Mgmt | | Yes | | For | | Against |
| | | | | |
2.12 | | Elect Director Kunio Itou | | Mgmt | | Yes | | For | | For |
| | | | | |
2.13 | | Elect Director Kazuo Tsukuda | | Mgmt | | Yes | | For | | Against |
| | | | | |
2.14 | | Elect Director Ryouzou Katou | | Mgmt | | Yes | | For | | For |
| | | | | |
2.15 | | Elect Director Hidehiro konno | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Appoint Statutory Auditor Yukio Ueno | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Annual Bonus Payment to Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Set Amounts for Retirement Bonus Reserve Funds for Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Deep Discount Stock Option Plan and Adjustment to Aggregate Compensation Ceiling for Directors | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 654,300 | | 654,300 |
| | | | Totals: | | 654,300 | | 654,300 |
| | | | | | | | |
| | |
ICICI Bank Limited | | Meeting Date |
| |
| | 28-Jun-10 |
| |
Ticker: N/A | | |
CUSIP: Y38575109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Dividend on Preference Shares of INR 100 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Dividend on Equity Share of INR 12 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint K.V. Kamath as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reappoint S. Iyengar as Director | | Mgmt | | Yes | | For | | For |
Page 50 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
6 | | Approve S.R. Batliboi & Co. as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Appoint Branch Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Appoint H. Khusrokhan as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Appoint V. Sridar as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Appoint T. Shah as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve Vacancy on the Board Resulting from the Retirement of N. Murkumbi as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Approve Revision in House Rent Allowance of C.D. Kochhar, Managing Director and CEO | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Approve Revision in House Rent Allowance of S. Bakhshi, Deputy Managing Director | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Approve Revision in House Rent Allowance of N.S. Kannan, Executive Director and CFO | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Approve Revision in House Rent Allowance of K. Ramkumar, Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Approve Revision in House Rent Allowance of S. Chatterjee, Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Appoint R. Sabharwal as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Approve Appointment and Remuneration of R. Sabharwal as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | 610592862 | | Confirmed | | 668,410 | | 668,410 |
| | | | Totals: | | 668,410 | | 668,410 |
| | | | | | | | |
| | |
HDFC Bank Limited | | Meeting Date |
| |
| | 30-Jun-10 |
| |
Ticker: N/A | | |
CUSIP: Y3119P117
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Dividend of INR 12 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reappoint C.M. Vasudev as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint P. Palande as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve BSR & Co. as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Reappointment and Remuneration of A. Puri as Managing Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Reappointment and Remuneration of H. Engineer as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Reappointment and Remuneration of P. Sukthankar as Executive Director | | Mgmt | | Yes | | For | | For |
Page 51 of 52
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 90 Ivy Funds VIP Asset Strategy | |  |
| | | | | | | | | | |
| | | | | |
9 | | Approve Employee Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | | | Custodian Account | | | | Ballot Status | | Available | | Voted |
90 Ivy Funds VIP Asset Strategy, 90 | | | | 610592862 | | | | Confirmed | | 27,400 | | 27,400 |
| | | | | | | | Totals: | | 27,400 | | 27,400 |
| | | | | | | | | | | | |
Page 52 of 52
IVY FUNDS VIP BALANCED
Proxy Voting Record
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | |
Microchip Technology Incorporated | | Meeting Date |
| |
| | 14-Aug-09 |
| |
Ticker: MCHP | | |
CUSIP: 595017104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Steve Sanghi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Albert J. Hugo-martinez | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director L.b. Day | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Matthew W. Chapman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Wade F. Meyercord | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 275,700 | | 275,700 |
| | | | Totals: | | 275,700 | | 275,700 |
| | | | | | | | |
| | |
Nike, Inc. | | Meeting Date |
| |
| | 21-Sep-09 |
| |
Ticker: NKE | | |
CUSIP: 654106103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Jill K. Conway | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Alan B. Graf, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John C. Lechleiter | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 73,000 | | 73,000 |
| | | | Totals: | | 73,000 | | 73,000 |
| | | | | | | | |
Page 1 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | |
Paychex, Inc. | | Meeting Date |
| |
| | 13-Oct-09 |
| |
Ticker: PAYX | | |
CUSIP: 704326107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director B. Thomas Golisano | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director David J.S. Flaschen | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Grant M. Inman | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Pamela A. Joseph | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Jonathan J. Judge | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Joseph M. Tucci | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Joseph M. Velli | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 46,100 | | 46,100 |
| | | | Totals: | | 46,100 | | 46,100 |
| | | | | | | | |
| | |
Cisco Systems, Inc. | | Meeting Date |
| |
| | 12-Nov-09 |
| |
Ticker: CSCO | | |
CUSIP: 17275R102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Carol A. Bartz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director M. Michele Burns | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Michael D. Capellas | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Larry R. Carter | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director John T. Chambers | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Brian L. Halla | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director John L. Hennessy | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Richard M. Kovacevich | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Roderick C. McGeary | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Michael K. Powell | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Arun Sarin | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Steven M. West | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Jerry Yang | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Amend Bylaws to Establish a Board Committee on Human Rights | | SH | | Yes | | Against | | Against |
| | | | | |
18 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
Page 2 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
19 | | Report on Internet Fragmentation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 423,400 | | 423,400 |
| | | | Totals: | | 423,400 | | 423,400 |
| | | | | | | | |
| | |
The Estee Lauder Companies Inc. | | Meeting Date |
| |
| | 13-Nov-09 |
| |
Ticker: EL | | |
CUSIP: 518439104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Rose Marie Bravo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Paul J. Fribourg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Mellody Hobson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Irvine O. Hockaday, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Barry S. Sternlicht | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 90,900 | | 90,900 |
| | | | Totals: | | 90,900 | | 90,900 |
| | | | | | | | |
| | |
Microsoft Corporation | | Meeting Date |
| |
| | 19-Nov-09 |
| |
Ticker: MSFT | | |
CUSIP: 594918104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director William H. Gates, III | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Steven A. Ballmer | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Dina Dublon | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Raymond V. Gilmartin | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Reed Hastings | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Maria Klawe | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director David F. Marquardt | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Charles H. Noski | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Helmut Panke | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 3 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
11 | | Permit Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Adopt Principles for Health Care Reform | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Report on Charitable Contributions | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 240,900 | | 240,900 |
| | | | Totals: | | 240,900 | | 240,900 |
| | | | | | | | |
| | | | |
Berkshire Hathaway Inc. | | Meeting Date |
| |
| | 20-Jan-10 |
Ticker: BRK.A | | |
CUSIP: 084670108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Stock Split | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Split of Class B Stock Without Splitting Class A Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Adjust Par Value of Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Remove Requirement of Issuing Physical Stock Certificates for Class B Stock Upon Conversion of Class A Stock | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 1,900 | | 1,900 |
| | | | Totals: | | 1,900 | | 1,900 |
| | | | | | | | |
| | | | |
Emerson Electric Co. | | Meeting Date |
| |
| | 02-Feb-10 |
Ticker: EMR | | |
CUSIP: 291011104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director C. A. H. Boersig | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director C. Fernandez G. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director W. J. Galvin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director R. L. Stephenson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director V. R. Loucks, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director R. L. Ridgway | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
Page 4 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Sent | | 183,100 | | 183,100 |
| | | | Totals: | | 183,100 | | 183,100 |
| | | | | | | | |
| | | | |
Bank of America Corp. | | Meeting Date |
|
| |
| | 23-Feb-10 |
Ticker: BAC | | |
CUSIP: 060505104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 335,800 | | 335,800 |
| | | | Totals: | | 335,800 | | 335,800 |
| | | | | | | | |
| | | | |
Apple Inc. | | Meeting Date |
|
| |
| | 25-Feb-10 |
Ticker: AAPL | | |
CUSIP: 037833100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William V. Campbell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Millard S. Drexler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Albert A. Gore, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Steven P. Jobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Andrea Jung | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Arthur D. Levinson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Jerome B. York | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Non-Employee Director Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Prepare Sustainability Report | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Establish Other Board Committee | | SH | | Yes | | Against | | Against |
Page 5 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Sent | | 46,000 | | 46,000 |
| | | | Totals: | | 46,000 | | 46,000 |
| | | | | | | | |
| | | | |
QUALCOMM Incorporated | | Meeting Date |
|
| |
| | 02-Mar-10 |
Ticker: QCOM | | |
CUSIP: 747525103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Barbara T. Alexander | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Stephen M. Bennett | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Donald G. Cruickshank | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Raymond V. Dittamore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Thomas W. Horton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Irwin Mark Jacobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Paul E. Jacobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Robert E. Kahn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Sherry Lansing | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Duane A. Nelles | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Brent Scowcroft | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Marc I. Stern | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Sent | | 121,500 | | 121,500 |
| | | | Totals: | | 121,500 | | 121,500 |
| | | | | | | | |
| | | | |
Hewlett-Packard Company | | Meeting Date |
|
| |
| | 17-Mar-10 |
Ticker: HPQ | | |
CUSIP: 428236103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Marc L. Andreessen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Lawrence T. Babbio, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Sari M. Baldauf | | Mgmt | | Yes | | For | | For |
Page 6 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
1.4 | | Elect Director Rajiv L. Gupta | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John H. Hammergren | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Mark V. Hurd | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Joel Z. Hyatt | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director John R. Joyce | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Robert L. Ryan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Lucille S. Salhany | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director G. Kennedy Thompson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Company Request on Advisory Vote on Executive Compensation | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 163,600 | | 163,600 |
| | | | Totals: | | 163,600 | | 163,600 |
| | | | | | | | |
| | | | |
ASML Holding NV | | Meeting Date |
|
| |
| | 24-Mar-10 |
Ticker: N/A | | |
CUSIP: N07059178
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Annual Meeting | | Mgmt | | No | | | | |
| | | | | |
1 | | Open Meeting | | Mgmt | | No | | | | |
| | | | | |
2 | | Discuss the Company’s Business and Finacial Situation | | Mgmt | | No | | | | |
| | | | | |
3 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Approve Discharge of Management Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Approve Discharge of Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Receive Explanation on Company’s Reserves and Dividend Policy | | Mgmt | | No | | | | |
| | | | | |
7 | | Approve Dividends of EUR 0.20 Per Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8.a | | Discuss Remuneration Report | | Mgmt | | No | | | | |
| | | | | |
8.b | | Approve Remuneration Report Containing Remuneration Policy for Management Board Members | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.a | | Approve Performance Share Arrangement According to Remuneration Policy 2010 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.b | | Approve Performance Share Grant According to Remuneration Policy 2008 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.c | | Approve Performance Stock Option Grants | | Mgmt | | Yes | | For | | Do Not Vote |
Page 7 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
10 | | Approve the Numbers of Stock Options, Respectively Shares for Employees | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
11 | | Notification of the Intended Election of F. Schneider-Manoury to the Management Board | | Mgmt | | No | | | | |
| | | | | |
12 | | Discussion of Supervisory Board Profile | | Mgmt | | No | | | | |
| | | | | |
13 | | Notification of the Retirement of W.T. Siegle and J.W.B. Westerburgen of the Supervisory Board by Rotation in 2011 | | Mgmt | | No | | | | |
| | | | | |
14.a | | Grant Board Authority to Issue Shares up To Five Percent of Issued Capital | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
14.b | | Authorize Board to Exclude Preemptive Rights from Issuance under Item 14.a | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
14.c | | Grant Board Authority to Issue Additional Shares of up to Five Percent in Case of Takeover/Merger | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
14.d | | Authorize Board to Exclude Preemptive Rights from Issuance under Item 14.c | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
15 | | Authorize Repurchase of Up to Ten Percent of Issued Share Capital | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
16 | | Authorize Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
17 | | Authorize Additionnal Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
18 | | Other Business | | Mgmt | | No | | | | |
| | | | | |
19 | | Close Meeting | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | AutoApproved | | 60,100 | | 60,100 |
| | | | Totals: | | 60,100 | | 60,100 |
| | | | | | | | |
| | | | |
Schlumberger Ltd. | | Meeting Date |
|
| |
| | 07-Apr-10 |
Ticker: SLB | | |
CUSIP: 806857108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect P. Camus as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect P. Currie as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect J.S. Gorelick as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect A. Gould as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect T. Isaac as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect K.V. Kamath as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect N. Kudryavtsev as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect A. Lajous as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect M.E. Marks as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect L.R. Reif as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect T.I. Sandvold as Director | | Mgmt | | Yes | | For | | For |
Page 8 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
1.12 | | Elect H. Seydoux as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adopt and Approve Financials and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve 2010 Omnibus Stock Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify PricewaterhouseCoopers LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Approved | | 83,000 | | 83,000 |
| | | | Totals: | | 83,000 | | 83,000 |
| | | | | | | | |
| | | | |
Carnival Corp. | | Meeting Date |
|
| |
| | 13-Apr-10 |
Ticker: CCL | | |
CUSIP: 143658300
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Reelect Micky Arison As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Sir Jonathon Band As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reelect Robert H. Dickinson As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reelect Arnold W. Donald As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reelect Pier Luigi Foschi As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reelect Howard S. Frank As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reelect Richard J. Glasier As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reelect Modesto A. Maidique As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reelect Sir John Parker As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Reelect Peter G. Ratcliffe As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Reelect Stuart Subotnick As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Reelect Laura Weil As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Reelect Randall J. Weisenburger As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Reelect Uzi Zucker As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Reappoint The UK Firm Of PricewaterhouseCoopers LLP As Independent Auditors For Carnival Plc And Ratify The U.S. Firm Of PricewaterhouseCoopers LLP As The Independent Auditor For Carnival Corporation. | | Mgmt | | Yes | | For | | For |
Page 9 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
16 | | Authorize The Audit Committee Of Carnival Plc To Fix Remuneration Of The Independent Auditors Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Receive The UK Accounts And Reports Of The Directors And Auditors Of Carnival Plc For The Year Ended November 30, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Approve The Directors Remuneration Report Of Carnival Plc For The Year Ended November 30, 2009 | | Mgmt | | Yes | | For | | Against |
| | | | | |
19 | | Authorize Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
20 | | Authorize Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
21 | | Authorise Shares for Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
22 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
23 | | Transact Other Business (Non-Voting) | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 64,700 | | 64,700 |
| | | | Totals: | | 64,700 | | 64,700 |
| | | | | | | | |
| | | | |
Abbott Laboratories | | Meeting Date |
|
| |
| | 23-Apr-10 |
Ticker: ABT | | |
CUSIP: 002824100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director R.J. Alpern | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director R.S. Austin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director W.M. Daley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director W.J. Farrell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director H.L. Fuller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director W.A. Osborn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director D.A.L. Owen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director R.S. Roberts | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director S.C. Scott, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director W.D. Smithburg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director G.F. Tilton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director M.D. White | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
4 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
Page 10 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 117,200 | | 117,200 |
| | | | Totals: | | 117,200 | | 117,200 |
| | | | | | | | |
| | |
Honeywell International Inc. | | Meeting Date |
|
| |
| | 26-Apr-10 |
Ticker: HON | | |
CUSIP: 438516106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Gordon M. Bethune | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Kevin Burke | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Jaime Chico Pardo | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director David M. Cote | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director D. Scott Davis | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Linnet F. Deily | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Clive R. Hollick | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director George Paz | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Bradley T. Sheares | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Michael W. Wright | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Provide Right to Act by Written Consent | | SH | | Yes | | Against | | For |
| | | | | |
15 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
16 | | Review and Amend Code of Conduct to Include Human Rights | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 126,200 | | 126,200 |
| | | | Totals: | | 126,200 | | 126,200 |
| | | | | | | | |
Page 11 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | |
Exelon Corporation | | Meeting Date |
|
| |
| | 27-Apr-10 |
Ticker: EXC | | |
CUSIP: 30161N101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director John A. Canning, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director M. Walter D’Alessio | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Nicholas DeBenedictis | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Bruce DeMars | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Nelson A. Diaz | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Sue L. Gin | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Rosemarie B. Greco | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Paul L. Joskow | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Richard W. Mies | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director John M. Palms | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director William C. Richardson | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Thomas J. Ridge | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director John W. Rogers, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director John W. Rowe | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Elect Director Stephen D. Steinour | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Elect Director Don Thompson | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 72,800 | | 72,800 |
| | | | Totals: | | 72,800 | | 72,800 |
| | | | | | | | |
| | | | |
Manpower Inc. | | Meeting Date |
|
| |
| | 27-Apr-10 |
Ticker: MAN | | |
CUSIP: 56418H100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Gina R. Boswell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Jack M. Greenberg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Terry A. Hueneke | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Articles of Incorporation to Adopt Majority Voting for Uncontested Election of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Bylaws to Adopt Majority Voting for Uncontested Election of Directors | | Mgmt | | Yes | | For | | For |
Page 12 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 68,300 | | 68,300 |
| | | | Totals: | | 68,300 | | 68,300 |
| | | | | | | | |
| | | | |
The PNC Financial Services Group, Inc. | | Meeting Date |
|
| |
| | 27-Apr-10 |
Ticker: PNC | | |
CUSIP: 693475105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Richard O. Berndt | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Charles E. Bunch | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Paul W. Chellgren | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Robert N. Clay | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Kay Coles James | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Richard B. Kelson | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Bruce C. Lindsay | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Anthony A. Massaro | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Jane G. Pepper | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director James E. Rohr | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Donald J. Shepard | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Lorene K. Steffes | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Dennis F. Strigl | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director Stephen G. Thieke | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Elect Director Thomas J. Usher | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Elect Director George H. Walls, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Elect Director Helge H. Wehmeier | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | | SH | | Yes | | Against | | Against |
| | | | | |
21 | | TARP Related Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 117,200 | | 117,200 |
| | | | Totals: | | 117,200 | | 117,200 |
| | | | | | | | |
Page 13 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | |
VF Corporation | | Meeting Date |
|
| |
| | 27-Apr-10 |
Ticker: VFC | | |
CUSIP: 918204108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Richard T. Carucci | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Juliana L. Chugg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director George Fellows | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Clarence Otis, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 61,600 | | 61,600 |
| | | | Totals: | | 61,600 | | 61,600 |
| | | | | | | | |
| | |
Bank of America Corporation | | Meeting Date |
|
| |
| | 28-Apr-10 |
Ticker: BAC | | |
CUSIP: 060505104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Susan S. Bies | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director William P. Boardman | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Frank P. Bramble, Sr. | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Virgis W. Colbert | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Charles K. Gifford | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Charles O. Holliday, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director D. Paul Jones, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Monica C. Lozano | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Thomas J. May | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Brian T. Moynihan | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Donald E. Powell | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Charles O. Rossotti | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Robert W. Scully | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
Page 14 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
16 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | Against |
| | | | | |
17 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Report on Government Service of Employees | | SH | | Yes | | Against | | Against |
| | | | | |
19 | | TARP Related Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
20 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
21 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
22 | | Adopt Policy on Succession Planning | | SH | | Yes | | Against | | Against |
| | | | | |
23 | | Report on Collateral in Derivatives Trading | | SH | | Yes | | Against | | Against |
| | | | | |
24 | | Claw-back of Payments under Restatements | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 369,600 | | 369,600 |
| | | | Totals: | | 369,600 | | 369,600 |
| | | | | | | | |
| | |
BorgWarner Inc. | | Meeting Date |
| |
| | 28-Apr-10 |
Ticker: BWA | | |
CUSIP: 099724106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Jere A. Drummond | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Timothy M. Manganello | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John R. Mckernan, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Ernest J. Novak, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 102,200 | | 102,200 |
| | | | Totals: | | 102,200 | | 102,200 |
| | | | | | | | |
| | |
General Electric Company | | Meeting Date |
| |
| | 28-Apr-10 |
Ticker: GE | | |
CUSIP: 369604103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director W. Geoffrey Beattie | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director James I. Cash, Jr. | | Mgmt | | Yes | | For | | For |
Page 15 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
3 | | Elect Director William M. Castell | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Ann M. Fudge | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Susan Hockfield | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Jeffrey R. Immelt | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Andrea Jung | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Alan G. (A.G.) Lafley | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Robert W. Lane | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Ralph S. Larsen | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Rochelle B. Lazarus | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director James J. Mulva | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Sam Nunn | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director Roger S. Penske | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Elect Director Robert J. Swieringa | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Elect Director Douglas A. Warner III | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Provide for Cumulative Voting | | SH | | Yes | | Against | | Against |
| | | | | |
19 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
20 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
21 | | Report on Pay Disparity | | SH | | Yes | | Against | | Against |
| | | | | |
22 | | Adopt Policy Prohibiting Certain Directors from Serving on Key Board Committees | | SH | | Yes | | Against | | Against |
| | | | | |
23 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 245,700 | | 245,700 |
| | | | Totals: | | 245,700 | | 245,700 |
| | | | | | | | |
| | |
Textron Inc. | | Meeting Date |
| |
| | 28-Apr-10 |
Ticker: TXT | | |
CUSIP: 883203101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Kathleen M. Bader | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director R. Kerry Clark | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Ivor J. Evans | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Lord Powell of Bayswater | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director James L. Ziemer | | Mgmt | | Yes | | For | | For |
Page 16 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
6 | | Approve Option Exchange Program | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Declassify the Board of Directors and Adjust Par Value of Preferred Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 175,000 | | 175,000 |
| | | | Totals: | | 175,000 | | 175,000 |
| | | | | | | | |
| | |
Allergan, Inc. | | Meeting Date |
| |
| | 29-Apr-10 |
Ticker: AGN | | |
CUSIP: 018490102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Michael R. Gallagher | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Gavin S. Herbert | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Dawn Hudson | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Stephen J. Ryan, MD | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reduce Supermajority Vote Requirement Relating to the Removal of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reduce Supermajority Vote Requirement Relating to Business Combinations | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reduce Supermajority Vote Requirement Relating to Amendments to Certificate of Incorporation | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Amend Articles of Incorporation to Update and Simplify Provisions | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 84,800 | | 84,800 |
| | | | Totals: | | 84,800 | | 84,800 |
| | | | | | | | |
| | |
Capital One Financial Corporation | | Meeting Date |
| |
| | 29-Apr-10 |
Ticker: COF | | |
CUSIP: 14040H105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director W. Ronald Dietz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Lewis Hay, III | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Mayo A. Shattuck III | | Mgmt | | Yes | | For | | For |
Page 17 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Declassify the Board of Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 70,000 | | 70,000 |
| | | | Totals: | | 70,000 | | 70,000 |
| | | | | | | | |
| | |
The Travelers Companies, Inc. | | Meeting Date |
| |
| | 04-May-10 |
Ticker: TRV | | |
CUSIP: 89417E109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Alan L. Beller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John H. Dasburg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Janet M. Dolan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Kenneth M. Duberstein | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Jay S. Fishman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Lawrence G. Graev | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Patricia L. Higgins | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Thomas R. Hodgson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Cleve L. Killingsworth, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Blythe J. McGarvie | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Donald J. Shepard | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Laurie J. Thomsen | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 109,100 | | 109,100 |
| | | | Totals: | | 109,100 | | 109,100 |
| | | | | | | | |
Page 18 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | |
Expeditors International of Washington, Inc. | | Meeting Date |
| |
| | 05-May-10 |
Ticker: EXPD | | |
CUSIP: 302130109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Mark A. Emmert | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director R. Jordan Gates | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Dan P. Kourkoumelis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Michael J. Malone | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John W. Meisenbach | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Peter J. Rose | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director James L.K. Wang | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Robert R. Wright | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 111,500 | | 111,500 |
| | | | Totals: | | 111,500 | | 111,500 |
| | | | | | | | |
| | |
PepsiCo, Inc. | | Meeting Date |
| |
| | 05-May-10 |
Ticker: PEP | | |
CUSIP: 713448108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Shona L. Brown | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Ian M. Cook | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Dina Dublon | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Victor J. Dzau | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Ray L. Hunt | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Alberto Ibarguen | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Arthur C. Martinez | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Indra K. Nooyi | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Sharon P. Rockefeller | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director James J. Schiro | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Lloyd G. Trotter | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Daniel Vasella | | Mgmt | | Yes | | For | | Against |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Report on Charitable Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
16 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
17 | | Report on Public Policy Advocacy Process | | SH | | Yes | | Against | | Against |
Page 19 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 125,000 | | 125,000 |
| | | | Totals: | | 125,000 | | 125,000 |
| | | | | | | | |
| | |
Union Pacific Corporation | | Meeting Date |
| |
| | 06-May-10 |
Ticker: UNP | | |
CUSIP: 907818108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Andrew H. Card, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Erroll B. Davis, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Thomas J. Donohue | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Archie W. Dunham | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Judith Richards Hope | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Charles C. Krulak | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Michael R. McCarthy | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Michael W. McConnell | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Thomas F. McLarty III | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Steven R. Rogel | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Jose H. Villarreal | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director James R. Young | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | |
15 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 81,600 | | 81,600 |
| | | | Totals: | | 81,600 | | 81,600 |
| | | | | | | | |
| | |
Colgate-Palmolive Company | | Meeting Date |
| |
| | 07-May-10 |
Ticker: CL | | |
CUSIP: 194162103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director John T. Cahill | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Ian Cook | | Mgmt | | Yes | | For | | For |
Page 20 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
3 | | Elect Director Helene D. Gayle | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Ellen M. Hancock | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Joseph Jimenez | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director David W. Johnson | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Richard J. Kogan | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Delano E. Lewis | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director J. Pedro Reinhard | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Stephen I. Sadove | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Report on Charitable Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 110,500 | | 110,500 |
| | | | Totals: | | 110,500 | | 110,500 |
| | | | | | | | |
| | |
Illinois Tool Works Inc. | | Meeting Date |
| |
| | 07-May-10 |
Ticker: ITW | | |
CUSIP: 452308109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Marvin D. Brailsford | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Susan Crown | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Don H. Davis, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Robert C. McCormack | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Robert S. Morrison | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director James A. Skinner | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director David B. Smith, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director David B. Speer | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Pamela B. Strobel | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
Page 21 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 80,000 | | 80,000 |
| | | | Totals: | | 80,000 | | 80,000 |
| | | | | | | | |
| | |
Henry Schein, Inc. | | Meeting Date |
| |
| | 10-May-10 |
Ticker: HSIC | | |
CUSIP: 806407102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stanley M Bergman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Gerald A Benjamin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director James P Breslawski | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Mark E Mlotek | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Steven Paladino | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Barry J Alperin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Paul Brons | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Donald J Kabat | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Philip A Laskawy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Karyn Mashima | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Norman S Matthews | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Bradley T Sheares, PhD | | Mgmt | | Yes | | For | | For |
| | | | | |
1.13 | | Elect Director Louis W Sullivan, MD | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Non-Employee Director Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 23,300 | | 23,300 |
| | | | Totals: | | 23,300 | | 23,300 |
| | | | | | | | |
| | |
DENTSPLY International Inc. | | Meeting Date |
| |
| | 11-May-10 |
Ticker: XRAY | | |
CUSIP: 249030107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Paula H. Cholmondeley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Michael J. Coleman | | Mgmt | | Yes | | For | | For |
Page 22 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
1.3 | | Elect Director John C. Miles II | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director John L. Miclot | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 176,800 | | 176,800 |
| | | | Totals: | | 176,800 | | 176,800 |
| | | | | | | | |
| | |
Gilead Sciences, Inc. | | Meeting Date |
| |
| | 11-May-10 |
Ticker: GILD | | |
CUSIP: 375558103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Paul Berg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John F. Cogan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Etienne F. Davignon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James M. Denny | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Carla A. Hills | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Kevin E. Lofton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director John W. Madigan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director John C. Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Gordon E. Moore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Nicholas G. Moore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Richard J. Whitley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Gayle E. Wilson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.13 | | Elect Director Per Wold-Olsen | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 124,500 | | 124,500 |
| | | | Totals: | | 124,500 | | 124,500 |
| | | | | | | | |
Page 23 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | |
ConocoPhillips | | Meeting Date |
| |
| | 12-May-10 |
Ticker: COP | | |
CUSIP: 20825C104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Richard L. Armitage | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Richard H. Auchinleck | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director James E. Copeland, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Kenneth M. Duberstein | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Ruth R. Harkin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Harold W. Mcgraw III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director James J. Mulva | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Robert A. Niblock | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Harald J. Norvik | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director William K. Reilly | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Bobby S. Shackouls | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Victoria J. Tschinkel | | Mgmt | | Yes | | For | | For |
| | | | | |
1.13 | | Elect Director Kathryn C. Turner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.14 | | Elect Director William E. Wade, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Report on Board Risk Management Oversight | | SH | | Yes | | Against | | Against |
| | | | | |
4 | | Adopt Quantitative GHG Goals for Products and Operations | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Report on Environmental Impact of Oil Sands Operations in Canada | | SH | | Yes | | Against | | Against |
| | | | | |
6 | | Adopt Policy to Address Coastal Louisiana Environmental Impacts | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Report on Financial Risks of Climate Change | | SH | | Yes | | Against | | Against |
| | | | | |
8 | | Adopt Goals to Reduce Emission of TRI Chemicals | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Amend EEO Policy to Prohibit Discrimination Based on Sexual Orientation and Gender Identity | | SH | | Yes | | Against | | Against |
| | | | | |
10 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 52,800 | | 52,800 |
| | | | Totals: | | 52,800 | | 52,800 |
| | | | | | | | |
| | |
National Oilwell Varco, Inc. | | Meeting Date |
| |
| | 12-May-10 |
Ticker: NOV | | |
CUSIP: 637071101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Ben A. Guill | | Mgmt | | Yes | | For | | For |
Page 24 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
1.2 | | Elect Director Roger L. Jarvis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Eric L. Mattson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 113,200 | | 113,200 |
| | | | Totals: | | 113,200 | | 113,200 |
| | | | | | | | |
| | |
Philip Morris International Inc. | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: PM | | |
CUSIP: 718172109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Harold Brown | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Mathis Cabiallavetta | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Louis C. Camilleri | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director J. Dudley Fishburn | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Jennifer Li | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Graham Mackay | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Sergio Marchionne | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Lucio A. Noto | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Carlos Slim Helu | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Stephen M. Wolf | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Report on Effect of Marketing Practices on the Poor | | SH | | Yes | | Against | | Against |
| | | | | |
13 | | Establish Supplier Human Rights Purchasing Protocols | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 81,400 | | 81,400 |
| | | | Totals: | | 81,400 | | 81,400 |
| | | | | | | | |
| | |
Wynn Resorts, Limited | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: WYNN | | |
CUSIP: 983134107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stephen A. Wynn | | Mgmt | | Yes | | For | | For |
Page 25 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
1.2 | | Elect Director Ray R. Irani | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Alvin V. Shoemaker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director D. Boone Wayson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 71,000 | | 71,000 |
| | | | Totals: | | 71,000 | | 71,000 |
| | | | | | | | |
| | |
Ford Motor Company | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: F | | |
CUSIP: 345370860
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stephen G. Butler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Kimberly A. Casiano | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Anthony F. Earley, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Edsel B. Ford II | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director William Clay Ford, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Richard A. Gephardt | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Irvine O. Hockaday, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Richard A. Manoogian | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Ellen R. Marram | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Alan Mulally | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Homer A. Neal | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Gerald L. Shaheen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.13 | | Elect Director John L. Thornton | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Adopt NOL Rights Plan (NOL Pill) | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Disclose Prior Government Service | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Adopt Recapitalization Plan | | SH | | Yes | | Against | | Against |
| | | | | |
6 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
8 | | Prohibit Energy Projects Only Concerned With CO2 Reduction | | SH | | Yes | | Against | | Against |
Page 26 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 261,600 | | 261,600 |
| | | | Totals: | | 261,600 | | 261,600 |
| | | | | | | | |
| | |
The Dow Chemical Company | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: DOW | | |
CUSIP: 260543103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Arnold A. Allemang | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Jacqueline K. Barton | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director James A. Bell | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Jeff M. Fettig | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Barbara H. Franklin | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director John B. Hess | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Andrew N. Liveris | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Paul Polman | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Dennis H. Reilley | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director James M. Ringler | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Ruth G. Shaw | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Paul G. Stern | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Report on Environmental Remediation in Midland Area | | SH | | Yes | | Against | | Against |
| | | | | |
16 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
17 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 190,700 | | 190,700 |
| | | | Totals: | | 190,700 | | 190,700 |
| | | | | | | | |
Page 27 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | |
Macy’s, Inc. | | Meeting Date |
| |
| | 14-May-10 |
| |
Ticker: M | | |
CUSIP: 55616P104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stephen F. Bollenbach | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Deirdre P. Connelly | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Meyer Feldberg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Sara Levinson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Terry J. Lundgren | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Joseph Neubauer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Joseph A. Pichler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Joyce M. Roché | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Craig E. Weatherup | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Marna C. Whittington | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Certificate of Incorporation to Reduce Supermajority Vote Requirements and Eliminate Certain Provisions | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 144,900 | | 144,900 |
| | | | Totals: | | 144,900 | | 144,900 |
| | | | | | | | |
| | |
JPMorgan Chase & Co. | | Meeting Date |
| |
| | 18-May-10 |
| |
Ticker: JPM | | |
CUSIP: 46625H100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Crandall C. Bowles | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Stephen B. Burke | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director David M. Cote | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James S. Crown | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director James Dimon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Ellen V. Futter | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director William H. Gray, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Laban P. Jackson, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director David C. Novak | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Lee R. Raymond | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director William C. Weldon | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
Page 28 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
4 | | Affirm Political Non-Partisanship | | SH | | Yes | | Against | | For |
| | | | | |
5 | | Amend Bylaws — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
6 | | Report on Collateral in Derivatives Trading | | SH | | Yes | | Against | | For |
| | | | | |
7 | | Provide Right to Act by Written Consent | | SH | | Yes | | Against | | For |
| | | | | |
8 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Report on Pay Disparity | | SH | | Yes | | Against | | Against |
| | | | | |
10 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 227,600 | | 227,600 |
| | | | Totals: | | 227,600 | | 227,600 |
| | | | | | | | |
| | |
Halliburton Company | | Meeting Date |
| |
| | 19-May-10 |
| |
Ticker: HAL | | |
CUSIP: 406216101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director A.M. Bennett | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director J.R. Boyd | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director M. Carroll | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director N.K. Dicciani | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director S.M. Gillis | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director J.T. Hackett | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director D.J. Lesar | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director R.A. Malone | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director J.L. Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director D.L. Reed | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Review and Assess Human Rights Policies | | SH | | Yes | | Against | | Against |
| | | | | |
13 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
15 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 164,300 | | 164,300 |
| | | | Totals: | | 164,300 | | 164,300 |
| | | | | | | | |
Page 29 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | |
Intel Corporation | | Meeting Date |
| |
| | 19-May-10 |
| |
Ticker: INTC | | |
CUSIP: 458140100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Charlene Barshefsky | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Susan L. Decker | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director John J. Donahoe | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Reed E. Hundt | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Paul S. Otellini | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director James D. Plummer | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director David S. Pottruck | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Jane E. Shaw | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Frank D. Yeary | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director David B. Yoffie | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 124,900 | | 124,900 |
| | | | Totals: | | 124,900 | | 124,900 |
| | | | | | | | |
| | |
Quanta Services, Inc. | | Meeting Date |
| |
| | 20-May-10 |
| |
Ticker: PWR | | |
CUSIP: 74762E102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director James R. Ball | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John R. Colson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director J. Michal Conaway | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Ralph R. DiSibio | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Bernard Fried | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Louis C. Golm | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Worthing F. Jackman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Bruce Ranck | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director John R. Wilson | | Mgmt | | Yes | | For | | For |
Page 30 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
1.10 | | Elect Director Pat Wood, III | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 147,400 | | 147,400 |
| | | | Totals: | | 147,400 | | 147,400 |
| | | | | | | | |
| | |
The Home Depot, Inc. | | Meeting Date |
| |
| | 20-May-10 |
| |
Ticker: HD | | |
CUSIP: 437076102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director F. Duane Ackerman | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director David H. Batchelder | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Francis S. Blake | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Ari Bousbib | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Gregory D. Brenneman | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Albert P. Carey | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Armando Codina | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Bonnie G. Hill | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Karen L. Katen | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Provide for Cumulative Voting | | SH | | Yes | | Against | | Against |
| | | | | |
13 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
15 | | Provide Right to Act by Written Consent | | SH | | Yes | | Against | | For |
| | | | | |
16 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | |
17 | | Prepare Employment Diversity Report | | SH | | Yes | | Against | | Against |
| | | | | |
18 | | Reincorporate in Another State [from Delaware to North Dakota] | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 183,700 | | 183,700 |
| | | | Totals: | | 183,700 | | 183,700 |
| | | | | | | | |
Page 31 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | |
Exxon Mobil Corporation | | Meeting Date |
| |
| | 26-May-10 |
| |
Ticker: XOM | | |
CUSIP: 30231G102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director M.J. Boskin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director P. Brabeck-Letmathe | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director L.R. Faulkner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director J.S. Fishman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director K.C. Frazier | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director W.W. George | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director M.C. Nelson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director S.J. Palmisano | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director S.C. Reinemund | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director R.W. Tillerson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director E.E. Whitacre, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
4 | | Reincorporate in Another State [from New Jersey to North Dakota] | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
6 | | Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Adopt Policy on Human Right to Water | | SH | | Yes | | Against | | Against |
| | | | | |
8 | | Adopt Policy to Address Coastal Louisiana Environmental Impacts | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Report on Environmental Impact of Oil Sands Operations in Canada | | SH | | Yes | | Against | | For |
| | | | | |
10 | | Report on Environmental Impacts of Natural Gas Fracturing | | SH | | Yes | | Against | | For |
| | | | | |
11 | | Report on Energy Technologies Development | | SH | | Yes | | Against | | Against |
| | | | | |
12 | | Adopt Quantitative GHG Goals from Products and Operations | | SH | | Yes | | Against | | For |
| | | | | |
13 | | Report on Risks of Alternative Long-term Fossil Fuel Demand Estimates | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 57,646 | | 57,646 |
| | | | Totals: | | 57,646 | | 57,646 |
| | | | | | | | |
Page 32 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | |
First Solar, Inc. | | Meeting Date |
| |
| | 01-Jun-10 |
| |
Ticker: FSLR | | |
CUSIP: 336433107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Michael J. Ahearn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert J. Gillette | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Craig Kennedy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James F. Nolan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director William J. Post | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director J. Thomas Presby | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Paul H. Stebbins | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Michael Sweeney | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Jose H. Villarreal | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Approve Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Sent | | 21,400 | | 21,400 |
| | | | Totals: | | 21,400 | | 21,400 |
| | | | | | | | |
| | |
CB Richard Ellis Group, Inc. | | Meeting Date |
| |
| | 02-Jun-10 |
| |
Ticker: CBG | | |
CUSIP: 12497T101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Richard C. Blum | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Curtis F. Feeny | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Bradford M. Freeman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Michael Kantor | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Frederic V. Malek | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Jane J. Su | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Laura D. Tyson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Brett White | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Gary L. Wilson | | Mgmt | | Yes | | For | | For |
Page 33 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
1.10 | | Elect Director Ray Wirta | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Sent | | 271,700 | | 271,700 |
| | | | Totals: | | 271,700 | | 271,700 |
| | | | | | | | |
| | |
Hyatt Hotels Corporation | | Meeting Date |
| |
| | 09-Jun-10 |
| |
Ticker: H | | |
CUSIP: 448579102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Bernard W. Aronson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Mark S. Hoplamazian | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Penny Pritzker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Michael A. Rocca | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | �� | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Sent | | 124,000 | | 124,000 |
| | | | Totals: | | 124,000 | | 124,000 |
| | | | | | | | |
| | |
Target Corporation | | Meeting Date |
| |
| | 09-Jun-10 |
| |
Ticker: TGT | | |
CUSIP: 87612E106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Calvin Darden | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Anne M. Mulcahy | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Stephen W. Sanger | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Gregg W. Steinhafel | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Declassify the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reduce Supermajority Vote Requirement | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Amend Articles of Incorporation | | Mgmt | | Yes | | For | | For |
Page 34 of 35
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 98 Ivy Funds VIP Balanced | |  |
| | | | | | | | | | |
| | | | | |
9 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
98 Ivy Funds VIP Balanced, 98 | | 115934.1 | | Confirmed | | 88,900 | | 88,900 |
| | | | Totals: | | 88,900 | | 88,900 |
| | | | | | | | |
Page 35 of 35
IVY FUNDS VIP BOND
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
Proxy Voting Record
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | |
Microchip Technology Incorporated | | Meeting Date |
| |
| | 14-Aug-09 |
| |
Ticker: MCHP | | |
CUSIP: 595017104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Steve Sanghi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Albert J. Hugo-martinez | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director L.b. Day | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Matthew W. Chapman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Wade F. Meyercord | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 406,700 | | 406,700 |
| | | | Totals: | | 406,700 | | 406,700 |
| | | | | | | | |
| | |
Parker-Hannifin Corporation | | Meeting Date |
| |
| | 28-Oct-09 |
| |
Ticker: PH | | |
CUSIP: 701094104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William E. Kassling | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert J. Kohlhepp | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Giulio Mazzalupi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Klaus-Peter Muller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Joseph M. Scaminace | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Wolfgang R. Schmitt | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Markos I. Tambakeras | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director James L. Wainscott | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
Page 1 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 158,800 | | 158,800 |
| | | | Totals: | | 158,800 | | 158,800 |
| | | | | | | | |
| | |
Visa Inc. | | Meeting Date |
| |
| | 20-Jan-10 |
| |
Ticker: V | | |
CUSIP: 92826C839
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert W. Matschullat | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Cathy E. Minehan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director David J. Pang | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director William S. Shanahan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John A. Swainson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Sent | | 105,200 | | 105,200 |
| | | | Totals: | | 105,200 | | 105,200 |
| | | | | | | | |
| | |
Air Products and Chemicals, Inc. | | Meeting Date |
| |
| | 28-Jan-10 |
| |
Ticker: APD | | |
CUSIP: 009158106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William L. Davis, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director W. Douglas Ford | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Evert Henkes | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Margaret G. McGlynn | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Sent | | 73,750 | | 73,750 |
| | | | Totals: | | 73,750 | | 73,750 |
| | | | | | | | |
Page 2 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | |
Costco Wholesale Corporation | | Meeting Date |
| |
| | 28-Jan-10 |
| |
Ticker: COST | | |
CUSIP: 22160K105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director B.S. Carson, Sr., M.D. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director William H. Gates | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Hamilton E. James | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Jill S. Ruckelshaus | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Sent | | 139,300 | | 139,300 |
| | | | Totals: | | 139,300 | | 139,300 |
| | | | | | | | |
| | |
Bank of America Corp. | | Meeting Date |
| |
| | 23-Feb-10 |
| |
Ticker: BAC | | |
CUSIP: 060505104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 909,600 | | 909,600 |
| | | | Totals: | | 909,600 | | 909,600 |
| | | | | | | | |
| | |
Apple Inc. | | Meeting Date |
| |
| | 25-Feb-10 |
| |
Ticker: AAPL | | |
CUSIP: 037833100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William V. Campbell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Millard S. Drexler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Albert A. Gore, Jr. | | Mgmt | | Yes | | For | | For |
Page 3 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | | | |
| | | | | |
1.4 | | Elect Director Steven P. Jobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Andrea Jung | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Arthur D. Levinson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Jerome B. York | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Non-Employee Director Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Prepare Sustainability Report | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Establish Other Board Committee | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Sent | | 42,400 | | 42,400 |
| | | | Totals: | | 42,400 | | 42,400 |
| | | | | | | | |
| | |
QUALCOMM Incorporated | | Meeting Date |
| |
| | 02-Mar-10 |
| |
Ticker: QCOM | | |
CUSIP: 747525103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Barbara T. Alexander | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Stephen M. Bennett | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Donald G. Cruickshank | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Raymond V. Dittamore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Thomas W. Horton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Irwin Mark Jacobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Paul E. Jacobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Robert E. Kahn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Sherry Lansing | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Duane A. Nelles | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Brent Scowcroft | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Marc I. Stern | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 4 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Sent | | 317,700 | | 317,700 |
| | | | Totals: | | 317,700 | | 317,700 |
| | | | | | | | |
| | |
Applied Materials, Inc. | | Meeting Date |
| |
| | 09-Mar-10 |
| |
Ticker: AMAT | | |
CUSIP: 038222105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Michael R. Splinter | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Aart J. de Geus | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Stephen R. Forrest | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Thomas J. Iannotti | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Susan M. James | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Alexander A. Karsner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Gerhard H. Parker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Dennis D. Powell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Willem P. Roelandts | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director James E. Rogers | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
1.11 | | Elect Director Robert H. Swan | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Sent | | 802,900 | | 802,900 |
| | | | Totals: | | 802,900 | | 802,900 |
| | | | | | | | |
| | |
Hewlett-Packard Company | | Meeting Date |
| |
| | 17-Mar-10 |
| |
Ticker: HPQ | | |
CUSIP: 428236103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Marc L. Andreessen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Lawrence T. Babbio, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Sari M. Baldauf | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Rajiv L. Gupta | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John H. Hammergren | | Mgmt | | Yes | | For | | For |
Page 5 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | | | |
| | | | | |
1.6 | | Elect Director Mark V. Hurd | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Joel Z. Hyatt | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director John R. Joyce | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Robert L. Ryan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Lucille S. Salhany | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director G. Kennedy Thompson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Company Request on Advisory Vote on Executive Compensation | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 334,900 | | 334,900 |
| | | | Totals: | | 334,900 | | 334,900 |
| | | | | | | | |
| | |
Schlumberger Ltd. | | Meeting Date |
| |
| | 07-Apr-10 |
| |
Ticker: SLB | | |
CUSIP: 806857108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect P. Camus as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect P. Currie as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect J.S. Gorelick as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect A. Gould as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect T. Isaac as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect K.V. Kamath as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect N. Kudryavtsev as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect A. Lajous as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect M.E. Marks as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect L.R. Reif as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect T.I. Sandvold as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect H. Seydoux as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adopt and Approve Financials and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve 2010 Omnibus Stock Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify PricewaterhouseCoopers LLP as Auditors | | Mgmt | | Yes | | For | | For |
Page 6 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Approved | | 145,000 | | 145,000 |
| | | | Totals: | | 145,000 | | 145,000 |
| | | | | | | | |
| | |
PACCAR Inc | | Meeting Date |
| |
| | 20-Apr-10 |
| |
Ticker: PCAR | | |
CUSIP: 693718108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Alison J. Carnwath | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert T. Parry | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John M. Pigott | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Gregory M.E. Spierkel | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | |
3 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | |
4 | | Limit Composition of Committee(s) to Independent Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Sent | | 84,872 | | 84,872 |
| | | | Totals: | | 84,872 | | 84,872 |
| | | | | | | | |
| | |
The Coca-Cola Company | | Meeting Date |
| |
| | 21-Apr-10 |
| |
Ticker: KO | | |
CUSIP: 191216100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Herbert A. Allen | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Ronald W. Allen | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Cathleen P. Black | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Barry Diller | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Alexis M. Herman | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Muhtar Kent | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Donald R. Keough | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Maria Elena Lagomasino | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Donald F. McHenry | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Sam Nunn | | Mgmt | | Yes | | For | | For |
Page 7 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | | | |
| | | | | |
11 | | Elect Director James D. Robinson III | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Peter V. Ueberroth | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Jacob Wallenberg | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director James B. Williams | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
17 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
18 | | Performance-Based Equity Awards | | SH | | Yes | | Against | | Against |
| | | | | |
19 | | Publish Report on Chemical Bisphenol A (BPA) | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 213,100 | | 213,100 |
| | | | Totals: | | 213,100 | | 213,100 |
| | | | | | | | |
| | |
Comerica Incorporated | | Meeting Date |
| |
| | 27-Apr-10 |
| |
Ticker: CMA | | |
CUSIP: 200340107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Ralph W. Babb, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director James F. Cordes | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Jacqueline P. Kane | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Declassify the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Eliminate Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | |
9 | | Claw-back of Payments under Restatements | | SH | | Yes | | Against | | For |
| | | | | |
10 | | Pay For Superior Performance | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 103,671 | | 103,671 |
| | | | Totals: | | 103,671 | | 103,671 |
| | | | | | | | |
Page 8 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | |
LAZARD LTD | | Meeting Date |
| |
| | 27-Apr-10 |
| |
Ticker: LAZ | | |
CUSIP: G54050102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Laurent Mignon as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Gary W. Parr as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Hal S. Scott as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Bye-laws Re: Removal Procedure for Chairman and CEO | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Deloitte & Touche LLP as Auditors and Authorize Board to Fix Their Remuneration Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 169,300 | | 169,300 |
| | | | Totals: | | 169,300 | | 169,300 |
| | | | | | | | |
| | |
Noble Energy, Inc. | | Meeting Date |
| |
| | 27-Apr-10 |
| |
Ticker: NBL | | |
CUSIP: 655044105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Jeffrey L. Berenson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Michael A. Cawley | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Edward F. Cox | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Charles D. Davidson | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Thomas J. Edelman | | Mgmt | | Yes | | For | | Against |
| | | | | |
6 | | Elect Director Eric P. Grubman | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Kirby L. Hedrick | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Scott D. Urban | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director William T. Van Kleef | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 89,700 | | 89,700 |
| | | | Totals: | | 89,700 | | 89,700 |
| | | | | | | | |
Page 9 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | |
Wells Fargo & Company | | Meeting Date |
| |
| | 27-Apr-10 |
| |
Ticker: WFC | | |
CUSIP: 949746101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Election Director John D. Baker II | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Election Director John S. Chen | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Election Director Lloyd H. Dean | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Election Director Susan E. Engel | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Election Director Enrique Hernandez, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Election Director Donald M. James | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Election Director Richard D. McCormick | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Election Director Mackey J. McDonald | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Election Director Cynthia H. Milligan | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Nicholas G. Moore | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Philip J. Quigley | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Judith M. Runstad | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Stephen W. Sanger | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director Robert K. Steel | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Elect Director John G. Stumpf | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Elect Director an G. Swenson | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | Against |
| | | | | |
18 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
21 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
22 | | Report on Charitable Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
23 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 607,225 | | 607,225 |
| | | | Totals: | | 607,225 | | 607,225 |
| | | | | | | | |
| | |
Bank of America Corporation | | Meeting Date |
| |
| | 28-Apr-10 |
| |
Ticker: BAC | | |
CUSIP: 060505104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Susan S. Bies | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director William P. Boardman | | Mgmt | | Yes | | For | | For |
Page 10 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | | | |
| | | | | |
3 | | Elect Director Frank P. Bramble, Sr. | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Virgis W. Colbert | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Charles K. Gifford | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Charles O. Holliday, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director D. Paul Jones, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Monica C. Lozano | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Thomas J. May | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Brian T. Moynihan | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Donald E. Powell | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Charles O. Rossotti | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Robert W. Scully | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | Against |
| | | | | |
17 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Report on Government Service of Employees | | SH | | Yes | | Against | | Against |
| | | | | |
19 | | TARP Related Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
20 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
21 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
22 | | Adopt Policy on Succession Planning | | SH | | Yes | | Against | | Against |
| | | | | |
23 | | Report on Collateral in Derivatives Trading | | SH | | Yes | | Against | | Against |
| | | | | |
24 | | Claw-back of Payments under Restatements | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 1,020,057 | | 1,020,057 |
| | | | Totals: | | 1,020,057 | | 1,020,057 |
| | | | | | | | |
| | |
Eaton Corporation | | Meeting Date |
| |
| | 28-Apr-10 |
| |
Ticker: ETN | | |
CUSIP: 278058102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Todd M. Bluedorn | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Christopher M. Connor | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Michael J. Critelli | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Charles E. Golden | | Mgmt | | Yes | | For | | For |
Page 11 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | | | |
| | | | | |
5 | | Elect Director Ernie Green | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 21,423 | | 21,423 |
| | | | Totals: | | 21,423 | | 21,423 |
| | | | | | | | |
| | |
Textron Inc. | | Meeting Date |
| |
| | 28-Apr-10 |
| |
Ticker: TXT | | |
CUSIP: 883203101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Kathleen M. Bader | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director R. Kerry Clark | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Ivor J. Evans | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Lord Powell of Bayswater | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director James L. Ziemer | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Option Exchange Program | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Declassify the Board of Directors and Adjust Par Value of Preferred Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 723,400 | | 723,400 |
| | | | Totals: | | 723,400 | | 723,400 |
| | | | | | | | |
| | |
Capital One Financial Corporation | | Meeting Date |
| |
| | 29-Apr-10 |
| |
Ticker: COF | | |
CUSIP: 14040H105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director W. Ronald Dietz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Lewis Hay, III | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Mayo A. Shattuck III | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
Page 12 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | | | |
| | | | | |
7 | | Declassify the Board of Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 497,350 | | 497,350 |
| | | | Totals: | | 497,350 | | 497,350 |
| | | | | | | | |
| | |
Baxter International Inc. | | Meeting Date |
| |
| | 04-May-10 |
| |
Ticker: BAX | | |
CUSIP: 071813109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Blake E. Devitt | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director John D. Forsyth | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Gail D. Fosler | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Carole J. Shapazian | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 142,900 | | 142,900 |
| | | | Totals: | | 142,900 | | 142,900 |
| | | | | | | | |
| | |
Altera Corporation | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: ALTR | | |
CUSIP: 021441100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director John P. Daane | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Robert J. Finocchio, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Kevin McGarity | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director T. Michael Nevens | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Krish A. Prabhu | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director John Shoemaker | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Susan Wang | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
Page 13 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | | | |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 138,900 | | 138,900 |
| | | | Totals: | | 138,900 | | 138,900 |
| | | | | | | | |
| | |
Union Pacific Corporation | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: UNP | | |
CUSIP: 907818108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Andrew H. Card, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Erroll B. Davis, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Thomas J. Donohue | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Archie W. Dunham | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Judith Richards Hope | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Charles C. Krulak | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Michael R. McCarthy | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Michael W. McConnell | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Thomas F. McLarty III | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Steven R. Rogel | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Jose H. Villarreal | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director James R. Young | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | |
15 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 222,300 | | 222,300 |
| | | | Totals: | | 222,300 | | 222,300 |
| | | | | | | | |
Page 14 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | |
ArcelorMittal | | Meeting Date |
| |
| | 11-May-10 |
| |
Ticker: N/A | | |
CUSIP: N/A
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
1 | | Receive and Approve Directors’ and Auditors’ Reports | | Mgmt | | No | | | | |
| | | | | |
2 | | Accept Consolidated Financial Statements | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Accept Financial Statements | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Allocation of Income and Dividends of USD 0.75 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Remuneration of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Discharge of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Acknowledge Cooptation of Jeannot Krecke as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reelect Vanisha Mittal Bhatia as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Jeannot Krecke as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Share Repurchase Program | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Deloitte SA as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Approve Share Plan Grant | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Approve Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Waive Requirement for Mandatory Offer to All Shareholders | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 101,500 | | 101,500 |
| | | | Totals: | | 101,500 | | 101,500 |
| | | | | | | | |
| | |
Gilead Sciences, Inc. | | Meeting Date |
| |
| | 11-May-10 |
| |
Ticker: GILD | | |
CUSIP: 375558103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Paul Berg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John F. Cogan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Etienne F. Davignon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James M. Denny | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Carla A. Hills | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Kevin E. Lofton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director John W. Madigan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director John C. Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Gordon E. Moore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Nicholas G. Moore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Richard J. Whitley | | Mgmt | | Yes | | For | | For |
Page 15 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | | | |
| | | | | |
1.12 | | Elect Director Gayle E. Wilson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.13 | | Elect Director Per Wold-Olsen | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 25,800 | | 25,800 |
| | | | Totals: | | 25,800 | | 25,800 |
| | | | | | | | |
| | |
Amgen, Inc. | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: AMGN | | |
CUSIP: 031162100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Dr. David Baltimore | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Frank J. Biondi, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Francois De Carbonnel | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Jerry D. Choate | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Dr. Vance D. Coffman | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Frederick W. Gluck | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Dr. Rebecca M. Henderson | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Frank C. Herringer | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Dr. Gilbert S. Omenn | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Judith C. Pelham | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Adm. J. Paul Reason, USN (Retired) | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Leonard D. Schaeffer | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Kevin W. Sharer | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Provide Right to Act by Written Consent | | SH | | Yes | | Against | | For |
| | | | | |
16 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 195,200 | | 195,200 |
| | | | Totals: | | 195,200 | | 195,200 |
| | | | | | | | |
Page 16 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | |
Juniper Networks, Inc. | | Meeting Date |
| |
| | 12-May-10 |
Ticker: JNPR | | |
CUSIP: 48203R104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Pradeep Sindhu | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert M. Calderoni | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director William F. Meehan | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 352,122 | | 352,122 |
| | | | Totals: | | 352,122 | | 352,122 |
| | | | | | | | |
| | |
Philip Morris International Inc. | | Meeting Date |
| |
| | 12-May-10 |
Ticker: PM | | |
CUSIP: 718172109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Harold Brown | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Mathis Cabiallavetta | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Louis C. Camilleri | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director J. Dudley Fishburn | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Jennifer Li | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Graham Mackay | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Sergio Marchionne | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Lucio A. Noto | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Carlos Slim Helu | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Stephen M. Wolf | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Report on Effect of Marketing Practices on the Poor | | SH | | Yes | | Against | | Against |
| | | | | |
13 | | Establish Supplier Human Rights Purchasing Protocols | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 162,400 | | 162,400 |
| | | | Totals: | | 162,400 | | 162,400 |
| | | | | | | | |
Page 17 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | |
Wynn Resorts, Limited | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: WYNN | | |
CUSIP: 983134107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stephen A. Wynn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Ray R. Irani | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Alvin V. Shoemaker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director D. Boone Wayson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 89,904 | | 89,904 |
| | | | Totals: | | 89,904 | | 89,904 |
| | | | | | | | |
| | |
Starwood Hotels & Resorts Worldwide, Inc. | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: HOT | | |
CUSIP: 85590A401
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Adam M. Aron | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Charlene Barshefsky | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Thomas E. Clarke | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Clayton C. Daley, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Bruce W. Duncan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Lizanne Galbreath | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Eric Hippeau | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Stephen R. Quazzo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Thomas O. Ryder | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Frits van Paasschen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Kneeland C. Youngblood | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
Page 18 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 165,800 | | 165,800 |
| | | | Totals: | | 165,800 | | 165,800 |
| | | | | | | | |
| | |
The Charles Schwab Corporation | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: SCHW | | |
CUSIP: 808513105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Arun Sarin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Paula A. Sneed | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 489,632 | | 489,632 |
| | | | Totals: | | 489,632 | | 489,632 |
| | | | | | | | |
| | |
The Dow Chemical Company | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: DOW | | |
CUSIP: 260543103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Arnold A. Allemang | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Jacqueline K. Barton | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director James A. Bell | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Jeff M. Fettig | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Barbara H. Franklin | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director John B. Hess | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Andrew N. Liveris | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Paul Polman | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Dennis H. Reilley | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director James M. Ringler | | Mgmt | | Yes | | For | | For |
Page 19 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | | | |
| | | | | |
11 | | Elect Director Ruth G. Shaw | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Paul G. Stern | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Report on Environmental Remediation in Midland Area | | SH | | Yes | | Against | | Against |
| | | | | |
16 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
17 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 422,100 | | 422,100 |
| | | | Totals: | | 422,100 | | 422,100 |
| | | | | | | | |
| | |
Macy’s, Inc. | | Meeting |
| | Date |
| |
| | 14-May-10 |
Ticker: M | | |
CUSIP: 55616P104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stephen F. Bollenbach | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Deirdre P. Connelly | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Meyer Feldberg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Sara Levinson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Terry J. Lundgren | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Joseph Neubauer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Joseph A. Pichler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Joyce M. Roché | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Craig E. Weatherup | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Marna C. Whittington | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Certificate of Incorporation to Reduce Supermajority Vote Requirements and Eliminate Certain Provisions | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 470,048 | | 470,048 |
| | | | Totals: | | 470,048 | | 470,048 |
| | | | | | | | |
Page 20 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | |
JPMorgan Chase & Co. | | Meeting Date |
| |
| | 18-May-10 |
Ticker: JPM | | |
CUSIP: 46625H100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Crandall C. Bowles | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Stephen B. Burke | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director David M. Cote | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James S. Crown | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director James Dimon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Ellen V. Futter | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director William H. Gray, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Laban P. Jackson, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director David C. Novak | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Lee R. Raymond | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director William C. Weldon | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Affirm Political Non-Partisanship | | SH | | Yes | | Against | | For |
| | | | | |
5 | | Amend Bylaws — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
6 | | Report on Collateral in Derivatives Trading | | SH | | Yes | | Against | | For |
| | | | | |
7 | | Provide Right to Act by Written Consent | | SH | | Yes | | Against | | For |
| | | | | |
8 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Report on Pay Disparity | | SH | | Yes | | Against | | Against |
| | | | | |
10 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 252,643 | | 252,643 |
| | | | Totals: | | 252,643 | | 252,643 |
| | | | | | | | |
| | |
Nordstrom, Inc. | | Meeting Date |
| |
| | 18-May-10 |
Ticker: JWN | | |
CUSIP: 655664100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Phyllis J. Campbell | | Mgmt | | Yes | | For | | For |
Page 21 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | | | |
| | | | | |
2 | | Elect Director Enrique Hernandez, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Robert G. Miller | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Blake W. Nordstrom | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Erik B. Nordstrom | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Peter E. Nordstrom | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Philip G. Satre | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Robert D. Walter | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Alison A. Winter | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 322,520 | | 322,520 |
| | | | Totals: | | 322,520 | | 322,520 |
| | | | | | | | |
| | |
Southwestern Energy Company | | Meeting Date |
| |
| | 18-May-10 |
Ticker: SWN | | |
CUSIP: 845467109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Lewis E. Epley, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert L. Howard | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Harold M. Korell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Vello A. Kuuskraa | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Kenneth R. Mourton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Steven L. Mueller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Charles E. Scharlau | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | |
5 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 149,358 | | 149,358 |
| | | | Totals: | | 149,358 | | 149,358 |
| | | | | | | | |
Page 22 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | |
Halliburton Company | | Meeting Date |
| |
| | 19-May-10 |
Ticker: HAL | | |
CUSIP: 406216101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director A.M. Bennett | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director J.R. Boyd | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director M. Carroll | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director N.K. Dicciani | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director S.M. Gillis | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director J.T. Hackett | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director D.J. Lesar | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director R.A. Malone | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director J.L. Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director D.L. Reed | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Review and Assess Human Rights Policies | | SH | | Yes | | Against | | Against |
| | | | | |
13 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
15 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 443,600 | | 443,600 |
| | | | Totals: | | 443,600 | | 443,600 |
| | | | | | | | |
| | |
Intel Corporation | | Meeting Date |
| |
| | 19-May-10 |
Ticker: INTC | | |
CUSIP: 458140100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Charlene Barshefsky | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Susan L. Decker | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director John J. Donahoe | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Reed E. Hundt | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Paul S. Otellini | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director James D. Plummer | | Mgmt | | Yes | | For | | For |
Page 23 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | | | |
| | | | | |
7 | | Elect Director David S. Pottruck | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Jane E. Shaw | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Frank D. Yeary | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director David B. Yoffie | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 214,220 | | 214,220 |
| | | | Totals: | | 214,220 | | 214,220 |
| | | | | | | | |
| | |
Amazon.com, Inc. | | Meeting Date |
| |
| | 25-May-10 |
| |
Tiker: AMZN | | |
CUSIP: 023135106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Jeffrey P. Bezos | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Tom A. Alberg | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director John Seely Brown | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director William B. Gordon | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Alain Monie | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Thomas O. Ryder | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Patricia Q. Stonesifer | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 44,673 | | 44,673 |
| | | | Totals: | | 44,673 | | 44,673 |
| | | | | | | | |
| | |
Omnicom Group Inc. | | Meeting Date |
| |
| | 25-May-10 |
| |
Tiker: OMC | | |
CUSIP: 681919106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John D. Wren | | Mgmt | | Yes | | For | | For |
Page 24 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | | | |
| | | | | |
1.2 | | Elect Director Bruce Crawford | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Alan R. Batkin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Robert Charles Clark | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Leonard S. Coleman, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Errol M. Cook | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Susan S. Denison | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Michael A. Henning | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director John R. Murphy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director John R. Purcell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Linda Johnson Rice | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Gary L. Roubos | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Adopt Majority Voting for Uncontested Election of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reimburse Proxy Contest Expenses | | SH | | Yes | | Against | | Against |
| | | | | |
6 | | Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 82,200 | | 82,200 |
| | | | Totals: | | 82,200 | | 82,200 |
| | | | | | | | |
| | |
First Solar, Inc. | | Meeting Date |
| |
| | 01-Jun-10 |
Ticker: FSLR | | |
CUSIP: 336433107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Michael J. Ahearn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert J. Gillette | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Craig Kennedy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James F. Nolan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director William J. Post | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director J. Thomas Presby | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Paul H. Stebbins | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Michael Sweeney | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Jose H. Villarreal | | Mgmt | | Yes | | For | | For |
Page 25 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | | | |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Approve Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Sent | | 22,235 | | 22,235 |
| | | | Totals: | | 22,235 | | 22,235 |
| | | | | | | | |
| | |
Target Corporation | | Meeting Date |
| |
| | 09-Jun-10 |
Ticker: TGT | | |
CUSIP: 87612E106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Calvin Darden | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Anne M. Mulcahy | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Stephen W. Sanger | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Gregg W. Steinhafel | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Declassify the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reduce Supermajority Vote Requirement | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Amend Articles of Incorporation | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 101,894 | | 101,894 |
| | | | Totals: | | 101,894 | | 101,894 |
| | | | | | | | |
| | |
Teva Pharmaceutical Industries Ltd. | | Meeting Date |
| |
| | 29-Jun-10 |
Ticker: N/A | | |
CUSIP: M8769Q102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Final Dividend of NIS 2.50 (USD 0.642) Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Election Of Director: Mr. Abraham E. Cohen | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Election Of Director: Mr. Amir Elstein | | Mgmt | | Yes | | For | | For |
Page 26 of 27
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 95 Ivy Funds VIP Core Equity | |  |
| | | | | | | | | | |
| | | | | |
4 | | Election Of Director: Prof. Roger Kornberg | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Election Of Director: Prof. Moshe Many | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Election Of Director: Mr. Dan Propper | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Compensation of Board Chairman | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Compensation of Director | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve Compensation of Director | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Increase Authorized Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
95 Ivy Funds VIP Core Equity, 95 | | 115910.1 | | Confirmed | | 134,750 | | 134,750 |
| | | | Totals: | | 134,750 | | 134,750 |
| | | | | | | | |
Page 27 of 27
IVY FUNDS VIP DIVIDEND OPPORTUNITIES
Proxy Voting Record
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | |
Microchip Technology Incorporated | | Meeting Date |
| |
| | 14-Aug-09 |
Ticker: MCHP | | |
CUSIP: 595017104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Steve Sanghi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Albert J. Hugo-martinez | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director L.b. Day | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Matthew W. Chapman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Wade F. Meyercord | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 216,458 | | 216,458 |
| | | | Totals: | | 216,458 | | 216,458 |
| | | | | | | | |
| | |
Medtronic, Inc. | | Meeting Date |
| |
| | 27-Aug-09 |
Ticker: MDT | | |
CUSIP: 585055106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Richard H. Anderson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Victor J. Dzau | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director William A. Hawkins | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director S. Ann Jackson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Denise M. O’Leary | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Robert C. Pozen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Jean-pierre Rosso | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Jack W. Schuler | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
Page 1 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 71,248 | | 71,248 |
| | | | Totals: | | 71,248 | | 71,248 |
| | | | | | | | |
| | |
The Procter & Gamble Company | | Meeting Date |
| |
| | 13-Oct-09 |
Ticker: PG | | |
CUSIP: 742718109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Kenneth I. Chenault | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Scott D. Cook | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Elect Director Rajat K. Gupta | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director A.G. Lafley | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Charles R. Lee | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Lynn M. Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Robert A. McDonald | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director W. James McNerney, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Johnathan A. Rodgers | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Ralph Snyderman | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Mary Agnes Wilderotter | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Patricia A. Woertz | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Ernesto Zedillo | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Amend Code of Regulations | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Provide for Cumulative Voting | | SH | | Yes | | Against | | Against |
| | | | | |
18 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 29,568 | | 29,568 |
| | | | Totals: | | 29,568 | | 29,568 |
| | | | | | | | |
Page 2 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | |
Diageo plc | | Meeting Date |
| |
| | 14-Oct-09 |
Ticker: N/A | | |
CUSIP: G42089113
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | None | | None |
| | | | | |
1 | | Report And Accounts 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Directors Remuneration Report 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Declaration Of Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-election Of LM Danon As A Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-election Of Lord Hollick As A Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-election Of PS Walsh As A Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Election Of PB Bruzelius As A Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Election Of BD Holden As A Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Re-appointment Of Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Remuneration Of Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authority To Allot Shares | | Mgmt | | Yes | | For | | Against |
| | | | | |
12 | | Disapplication Of Pre-emption Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authority To Purchase Own Ordinary Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Authority To Make Political Donations And/or To Incur Political Expenditure In The EU. | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Adoption Of The Diageo Plc 2009 Discretionary Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Adoption Of The Diageo Plc 2009 Executive Long Term Incentive Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
17 | | Adoption Of The Diageo Plc International Sharematch Plan 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Authority To Establish International Share Plans | | Mgmt | | Yes | | For | | Against |
| | | | | |
19 | | Adoption Of The Diageo Plc 2009 Irish Sharesave Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Amendments To The Rules Of Diageo Plc Executive Share Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
21 | | Amendments To The Rules Of Diageo Plc 2008 Senior Executive Share Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
22 | | Amendments To The Rules Of Diageo Plc Senior Executive Share Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
23 | | Reduced Notice Of A General Meeting Other Than An Annual General Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
24 | | Adoption Of Articles Of Association | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 46,111 | | 46,111 |
| | | | Totals: | | 46,111 | | 46,111 |
| | | | | | | | |
Page 3 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | |
Microsoft Corporation | | Meeting Date |
| |
| | 19-Nov-09 |
Ticker: MSFT | | |
CUSIP: 594918104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director William H. Gates, III | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Steven A. Ballmer | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Dina Dublon | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Raymond V. Gilmartin | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Reed Hastings | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Maria Klawe | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director David F. Marquardt | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Charles H. Noski | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Helmut Panke | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Permit Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Adopt Principles for Health Care Reform | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Report on Charitable Contributions | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 128,950 | | 128,950 |
| | | | Totals: | | 128,950 | | 128,950 |
| | | | | | | | |
| | |
Visa Inc. | | Meeting Date |
| |
| | 20-Jan-10 |
Ticker: V | | |
CUSIP: 92826C839
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert W. Matschullat | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Cathy E. Minehan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director David J. Pang | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director William S. Shanahan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John A. Swainson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 4 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Sent | | 31,050 | | 31,050 |
| | | | Totals: | | 31,050 | | 31,050 |
| | | | | | | | |
| | |
Monsanto Co. | | Meeting Date |
| |
| | 26-Jan-10 |
Ticker: MON | | |
CUSIP: 61166W101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Frank V. AtLee III | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director David L. Chicoine | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Arthur H. Harper | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Gwendolyn S. King | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 41,656 | | 41,656 |
| | | | Totals: | | 41,656 | | 41,656 |
| | | | | | | | |
| | |
Air Products and Chemicals, Inc. | | Meeting Date |
| |
| | 28-Jan-10 |
Ticker: APD | | |
CUSIP: 009158106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William L. Davis, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director W. Douglas Ford | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Evert Henkes | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Margaret G. McGlynn | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Sent | | 45,870 | | 45,870 |
| | | | Totals: | | 45,870 | | 45,870 |
| | | | | | | | |
Page 5 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | |
D.R. Horton, Inc. | | Meeting Date |
| |
| | 28-Jan-10 |
Ticker: DHI | | |
CUSIP: 23331A109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Donald R. Horton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Bradley S. Anderson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Michael R. Buchanan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Michael W. Hewatt | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Bob G. Scott | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Donald J. Tomnitz | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Bill W. Wheat | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Shareholder Rights Plan (Poison Pill) | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Sent | | 141,650 | | 141,650 |
| | | | Totals: | | 141,650 | | 141,650 |
| | | | | | | | |
| | |
Emerson Electric Co. | | Meeting Date |
| |
| | 02-Feb-10 |
Ticker: EMR | | |
CUSIP: 291011104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director C. A. H. Boersig | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director C. Fernandez G. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director W. J. Galvin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director R. L. Stephenson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director V. R. Loucks, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director R. L. Ridgway | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Sent | | 82,268 | | 82,268 |
| | | | Totals: | | 82,268 | | 82,268 |
| | | | | | | | |
Page 6 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | |
Burlington Northern Santa Fe Corp. | | Meeting Date |
| |
| | 11-Feb-10 |
Ticker: BNI | | |
CUSIP: 12189T104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Merger Agreement | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 26,274 | | 26,274 |
| | | | Totals: | | 26,274 | | 26,274 |
| | | | | | | | |
| | |
Bank of America Corp. | | Meeting Date |
| |
| | 23-Feb-10 |
Ticker: BAC | | |
CUSIP: 060505104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 213,950 | | 213,950 |
| | | | Totals: | | 213,950 | | 213,950 |
| | | | | | | | |
| | |
Deere & Co. | | Meeting Date |
| |
| | 24-Feb-10 |
Ticker: DE | | |
CUSIP: 244199105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Samuel R. Allen | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Aulana L. Peters | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director David B. Speer | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Declassify the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 7 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
8 | | Limit Executive Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Abstain |
| | | | | |
10 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 104,218 | | 104,218 |
| | | | Totals: | | 104,218 | | 104,218 |
| | | | | | | | |
| | |
QUALCOMM Incorporated | | Meeting Date |
| |
| | 02-Mar-10 |
Ticker: QCOM | | |
CUSIP: 747525103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Barbara T. Alexander | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Stephen M. Bennett | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Donald G. Cruickshank | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Raymond V. Dittamore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Thomas W. Horton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Irwin Mark Jacobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Paul E. Jacobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Robert E. Kahn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Sherry Lansing | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Duane A. Nelles | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Brent Scowcroft | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Marc I. Stern | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Sent | | 93,850 | | 93,850 |
| | | | Totals: | | 93,850 | | 93,850 |
| | | | | | | | |
Page 8 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | |
Hewlett-Packard Company | | Meeting Date |
| |
| | 17-Mar-10 |
Ticker: HPQ | | |
CUSIP: 428236103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Marc L. Andreessen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Lawrence T. Babbio, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Sari M. Baldauf | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Rajiv L. Gupta | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John H. Hammergren | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Mark V. Hurd | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Joel Z. Hyatt | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director John R. Joyce | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Robert L. Ryan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Lucille S. Salhany | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director G. Kennedy Thompson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Company Request on Advisory Vote on Executive Compensation | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 84,200 | | 84,200 |
| | | | Totals: | | 84,200 | | 84,200 |
| | | | | | | | |
| | |
Schlumberger Ltd. | | Meeting Date |
| |
| | 07-Apr-10 |
Ticker: SLB | | |
CUSIP: 806857108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect P. Camus as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect P. Currie as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect J.S. Gorelick as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect A. Gould as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect T. Isaac as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect K.V. Kamath as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect N. Kudryavtsev as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect A. Lajous as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect M.E. Marks as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect L.R. Reif as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect T.I. Sandvold as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect H. Seydoux as Director | | Mgmt | | Yes | | For | | For |
Page 9 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
2 | | Adopt and Approve Financials and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve 2010 Omnibus Stock Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify PricewaterhouseCoopers LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Approved | | 117,389 | | 117,389 |
| | | | Totals: | | 117,389 | | 117,389 |
| | | | | | | | |
| | |
T. Rowe Price Group, Inc. | | Meeting Date |
| |
| | 14-Apr-10 |
Ticker: TROW | | |
CUSIP: 74144T108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Edward C. Bernard | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director James T. Brady | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director J. Alfred Broaddus, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Donald B. Hebb, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director James A.C. Kennedy | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Brian C. Rogers | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Alfred Sommer, PHD | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Dwight S. Taylor | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Anne Marie Whittemore | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 50,650 | | 50,650 |
| | | | Totals: | | 50,650 | | 50,650 |
| | | | | | | | |
| | |
PPG Industries, Inc. | | Meeting Date |
| |
| | 15-Apr-10 |
Ticker: PPG | | |
CUSIP: 693506107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director James G. Berges | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Victoria F. Haynes | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Martin H. Richenhagen | | Mgmt | | Yes | | For | | For |
Page 10 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Report on Community Environmental Impact Disclosure Process | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Sent | | 50,300 | | 50,300 |
| | | | Totals: | | 50,300 | | 50,300 |
| | | | | | | | |
| | |
Rio Tinto plc | | Meeting Date |
| |
| | 15-Apr-10 |
Ticker: N/A | | |
CUSIP: G75754104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
| | Resolutions 1 to 9 will be Voted on by Rio Tinto plc and Rio Tinto Limited Shareholders as a Joint Electorate | | Mgmt | | No | | | | |
| | | | |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Robert Brown as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Ann Godbehere as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Sam Walsh as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Guy Elliott as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Michael Fitzpatrick as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Re-elect Lord Kerr of Kinlochard as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reappoint PricewaterhouseCoopers LLP as Auditor and Authorise Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Resolutions 10 to 13 will be Voted on by Rio Tinto plc Shareholders Only | | Mgmt | | No | | | | |
| | | | | |
10 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
11 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 17,350 | | 17,350 |
| | | | Totals: | | 17,350 | | 17,350 |
| | | | | | | | |
Page 11 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | |
The Coca-Cola Company | | Meeting Date |
| |
| | 21-Apr-10 |
Ticker: KO | | |
CUSIP: 191216100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Herbert A. Allen | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Ronald W. Allen | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Cathleen P. Black | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Barry Diller | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Alexis M. Herman | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Muhtar Kent | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Donald R. Keough | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Maria Elena Lagomasino | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Donald F. McHenry | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Sam Nunn | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director James D. Robinson III | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Peter V. Ueberroth | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Jacob Wallenberg | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director James B. Williams | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
17 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
18 | | Performance-Based Equity Awards | | SH | | Yes | | Against | | Against |
| | | | | |
19 | | Publish Report on Chemical Bisphenol A (BPA) | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 66,150 | | 66,150 |
| | | | Totals: | | 66,150 | | 66,150 |
| | | | | | | | |
| | |
Abbott Laboratories | | Meeting Date |
| |
| | 23-Apr-10 |
Ticker: ABT | | |
CUSIP: 002824100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director R.J. Alpern | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director R.S. Austin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director W.M. Daley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director W.J. Farrell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director H.L. Fuller | | Mgmt | | Yes | | For | | For |
Page 12 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
1.6 | | Elect Director W.A. Osborn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director D.A.L. Owen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director R.S. Roberts | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director S.C. Scott, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director W.D. Smithburg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director G.F. Tilton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director M.D. White | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
4 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 80,100 | | 80,100 |
| | | | Totals: | | 80,100 | | 80,100 |
| | | | | | | | |
| | |
Stryker Corporation | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: SYK | | |
CUSIP: 863667101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Howard E. Cox, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Srikant M. Datar, Ph.D. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Donald M. Engelman, Ph.D. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Louise L. Francesconi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Howard L. Lance | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Stephen P. MacMillan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director William U. Parfet | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Ronda E. Stryker | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 28,550 | | 28,550 |
| | | | Totals: | | 28,550 | | 28,550 |
| | | | | | | | |
Page 13 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | |
VF Corporation | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: VFC | | |
CUSIP: 918204108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Richard T. Carucci | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Juliana L. Chugg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director George Fellows | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Clarence Otis, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 39,250 | | 39,250 |
| | | | Totals: | | 39,250 | | 39,250 |
| | | | | | | | |
| | |
Wells Fargo & Company | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: WFC | | |
CUSIP: 949746101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Election Director John D. Baker II | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Election Director John S. Chen | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Election Director Lloyd H. Dean | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Election Director Susan E. Engel | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Election Director Enrique Hernandez, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Election Director Donald M. James | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Election Director Richard D. McCormick | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Election Director Mackey J. McDonald | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Election Director Cynthia H. Milligan | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Nicholas G. Moore | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Philip J. Quigley | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Judith M. Runstad | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Stephen W. Sanger | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director Robert K. Steel | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Elect Director John G. Stumpf | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Elect Director an G. Swenson | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | Against |
| | | | | |
18 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
Page 14 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
19 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
21 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
22 | | Report on Charitable Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
23 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 105,350 | | 105,350 |
| | | | Totals: | | 105,350 | | 105,350 |
| | | | | | | | |
| | |
Bank of America Corporation | | Meeting Date |
| |
| | 28-Apr-10 |
Ticker: BAC | | |
CUSIP: 060505104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Susan S. Bies | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director William P. Boardman | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Frank P. Bramble, Sr. | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Virgis W. Colbert | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Charles K. Gifford | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Charles O. Holliday, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director D. Paul Jones, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Monica C. Lozano | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Thomas J. May | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Brian T. Moynihan | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Donald E. Powell | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Charles O. Rossotti | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Robert W. Scully | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | Against |
| | | | | |
17 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Report on Government Service of Employees | | SH | | Yes | | Against | | Against |
| | | | | |
19 | | TARP Related Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
20 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
21 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
Page 15 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
22 | | Adopt Policy on Succession Planning | | SH | | Yes | | Against | | Against |
| | | | | |
23 | | Report on Collateral in Derivatives Trading | | SH | | Yes | | Against | | Against |
| | | | | |
24 | | Claw-back of Payments under Restatements | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 213,950 | | 213,950 |
| | | | Totals: | | 213,950 | | 213,950 |
| | | | | | | | |
| | |
Textron Inc. | | Meeting Date |
| |
| | 28-Apr-10 |
| |
Ticker: TXT | | |
CUSIP: 883203101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Kathleen M. Bader | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director R. Kerry Clark | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Ivor J. Evans | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Lord Powell of Bayswater | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director James L. Ziemer | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Option Exchange Program | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Declassify the Board of Directors and Adjust Par Value of Preferred Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 129,550 | | 129,550 |
| | | | Totals: | | 129,550 | | 129,550 |
| | | | | | | | |
| | |
Capital One Financial Corporation | | Meeting Date |
| |
| | 29-Apr-10 |
| |
Ticker: COF | | |
CUSIP: 14040H105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director W. Ronald Dietz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Lewis Hay, III | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Mayo A. Shattuck III | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
Page 16 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
6 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Declassify the Board of Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 135,850 | | 135,850 |
| | | | Totals: | | 135,850 | | 135,850 |
| | | | | | | | |
| | |
AT&T Inc. | | Meeting Date |
| |
| | 30-Apr-10 |
| |
Ticker: T | | |
CUSIP: 00206R102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Randall L. Stephenson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Gilbert F. Amelio | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Reuben V. Anderson | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director James H. Blanchard | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Jaime Chico Pardo | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director James P. Kelly | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Jon C. Madonna | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Lynn M. Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director John B. McCoy | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Joyce M. Roche | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Laura D Andrea Tyson | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Patricia P. Upton | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Provide for Cumulative Voting | | SH | | Yes | | Against | | Against |
| | | | | |
15 | | Exclude Pension Credits from Calculations of Performance-Based Pay | | SH | | Yes | | Against | | For |
| | | | | |
16 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
17 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 119,750 | | 119,750 |
| | | | Totals: | | 119,750 | | 119,750 |
| | | | | | | | |
Page 17 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | |
Barclays plc | | Meeting Date |
| |
| | 30-Apr-10 |
| |
Ticker: N/A | | |
CUSIP: G08036124
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Reuben Jeffery III as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Marcus Agius as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect David Booth as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Sir Richard Broadbent as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Sir Michael Rake as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Re-elect Sir Andrew Likierman as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Re-elect Chris Lucas as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Reappoint PricewaterhouseCoopers LLP Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise EU Political Donations and Expenditure | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
14 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Authorize the Company to Call EGM with Two Weeks Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Approve SAYE Share Option Scheme | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 113,100 | | 113,100 |
| | | | Totals: | | 113,100 | | 113,100 |
| | | | | | | | |
| | |
CME Group Inc. | | Meeting Date |
| |
| | 05-May-10 |
| |
Ticker: CME | | |
CUSIP: 12572Q105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Terrence A. Duffy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Charles P. Carey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Mark E. Cermak | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Martin J. Gepsman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Leo Melamed | | Mgmt | | Yes | | For | | For |
Page 18 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
1.6 | | Elect Director Joseph Niciforo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director C.C. Odom | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director John F. Sandner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Dennis A. Suskind | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 9,223 | | 9,223 |
| | | | Totals: | | 9,223 | | 9,223 |
| | | | | | | | |
| | |
Apache Corporation | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: APA | | |
CUSIP: 037411105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Eugene C. Fiedorek | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Patricia Albjerg Graham | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director F.H. Merelli | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 40,759 | | 40,759 |
| | | | Totals: | | 40,759 | | 40,759 |
| | | | | | | | |
| | |
Fluor Corporation | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: FLR | | |
CUSIP: 343412102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director James T. Hackett | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Kent Kresa | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Nader H. Sultan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
Page 19 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 84,122 | | 84,122 |
| | | | Totals: | | 84,122 | | 84,122 |
| | | | | | | | |
| | |
Union Pacific Corporation | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: UNP | | |
CUSIP: 907818108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Andrew H. Card, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Erroll B. Davis, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Thomas J. Donohue | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Archie W. Dunham | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Judith Richards Hope | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Charles C. Krulak | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Michael R. McCarthy | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Michael W. McConnell | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Thomas F. McLarty III | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Steven R. Rogel | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Jose H. Villarreal | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director James R. Young | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | |
15 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 83,420 | | 83,420 |
| | | | Totals: | | 83,420 | | 83,420 |
| | | | | | | | |
| | |
Colgate-Palmolive Company | | Meeting Date |
| |
| | 07-May-10 |
| |
Ticker: CL | | |
CUSIP: 194162103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director John T. Cahill | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Ian Cook | | Mgmt | | Yes | | For | | For |
Page 20 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
3 | | Elect Director Helene D. Gayle | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Ellen M. Hancock | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Joseph Jimenez | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director David W. Johnson | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Richard J. Kogan | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Delano E. Lewis | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director J. Pedro Reinhard | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Stephen I. Sadove | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Report on Charitable Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 78,865 | | 78,865 |
| | | | Totals: | | 78,865 | | 78,865 |
| | | | | | | | |
| | |
Illinois Tool Works Inc. | | Meeting Date |
| |
| | 07-May-10 |
| |
Ticker: ITW | | |
CUSIP: 452308109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Marvin D. Brailsford | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Susan Crown | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Don H. Davis, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Robert C. McCormack | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Robert S. Morrison | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director James A. Skinner | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director David B. Smith, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director David B. Speer | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Pamela B. Strobel | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
Page 21 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 82,000 | | 82,000 |
| | | | Totals: | | 82,000 | | 82,000 |
| | | | | | | | |
| | |
National Oilwell Varco, Inc. | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: NOV | | |
CUSIP: 637071101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Ben A. Guill | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Roger L. Jarvis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Eric L. Mattson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 70,548 | | 70,548 |
| | | | Totals: | | 70,548 | | 70,548 |
| | | | | | | | |
| | |
Philip Morris International Inc. | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: PM | | |
CUSIP: 718172109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Harold Brown | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Mathis Cabiallavetta | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Louis C. Camilleri | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director J. Dudley Fishburn | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Jennifer Li | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Graham Mackay | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Sergio Marchionne | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Lucio A. Noto | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Carlos Slim Helu | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Stephen M. Wolf | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Report on Effect of Marketing Practices on the Poor | | SH | | Yes | | Against | | Against |
| | | | | |
13 | | Establish Supplier Human Rights Purchasing Protocols | | SH | | Yes | | Against | | Against |
Page 22 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 124,057 | | 124,057 |
| | | | Totals: | | 124,057 | | 124,057 |
| | | | | | | | |
| | |
Norfolk Southern Corporation | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: NSC | | |
CUSIP: 655844108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Thomas D. Bell, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Alston D. Correll | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Landon Hilliard | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Burton M. Joyce | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Declassify the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 49,650 | | 49,650 |
| | | | Totals: | | 49,650 | | 49,650 |
| | | | | | | | |
| | |
Nucor Corporation | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: NUE | | |
CUSIP: 670346105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Daniel R. DiMicco | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director James D. Hlavacek | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John H. Walker | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Declassify the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | |
6 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
Page 23 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 46,400 | | 46,400 |
| | | | Totals: | | 46,400 | | 46,400 |
| | | | | | | | |
| | |
Starwood Hotels & Resorts Worldwide, Inc. | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: HOT | | |
CUSIP: 85590A401
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Adam M. Aron | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Charlene Barshefsky | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Thomas E. Clarke | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Clayton C. Daley, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Bruce W. Duncan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Lizanne Galbreath | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Eric Hippeau | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Stephen R. Quazzo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Thomas O. Ryder | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Frits van Paasschen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Kneeland C. Youngblood | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 82,700 | | 82,700 |
| | | | Totals: | | 82,700 | | 82,700 |
| | | | | | | | |
| | |
The Dow Chemical Company | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: DOW | | |
CUSIP: 260543103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Arnold A. Allemang | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Jacqueline K. Barton | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director James A. Bell | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Jeff M. Fettig | | Mgmt | | Yes | | For | | For |
Page 24 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
5 | | Elect Director Barbara H. Franklin | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director John B. Hess | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Andrew N. Liveris | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Paul Polman | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Dennis H. Reilley | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director James M. Ringler | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Ruth G. Shaw | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Paul G. Stern | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Report on Environmental Remediation in Midland Area | | SH | | Yes | | Against | | Against |
| | | | | |
16 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
17 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 90,300 | | 90,300 |
| | | | Totals: | | 90,300 | | 90,300 |
| | | | | | | | |
| | |
Macy’s, Inc. | | Meeting Date |
| |
| | 14-May-10 |
| |
Ticker: M | | |
CUSIP: 55616P104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stephen F. Bollenbach | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Deirdre P. Connelly | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Meyer Feldberg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Sara Levinson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Terry J. Lundgren | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Joseph Neubauer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Joseph A. Pichler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Joyce M. Roché | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Craig E. Weatherup | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Marna C. Whittington | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Certificate of Incorporation to Reduce Supermajority Vote Requirements and Eliminate Certain Provisions | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
Page 25 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 170,900 | | 170,900 |
| | | | Totals: | | 170,900 | | 170,900 |
| | | | | | | | |
| | |
Transocean Ltd. | | Meeting Date |
| |
| | 14-May-10 |
| |
Ticker: RIG | | |
CUSIP: H8817H100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Discharge of Board and Senior Management | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income and Omission of Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Change Location of Registered Office to Steinhausen, Switzerland | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Creation of CHF 2.5 Billion Pool of Capital without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Reduction in Share Capita and Repayment of $3.11 per Sharel | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Amend Articles Re: Share Certificates due to New Swiss Federal Act on Intermediated Securities | | Mgmt | | Yes | | For | | For |
| | | | | |
8a | | Elect Steven Newman as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8b | | Reelect Thomas Carson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8c | | Reelect Robert Sprague as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8d | | Reelect J. Michael Talbert as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8e | | Reelect John Whitmire as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Appointment Of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Transact Other Business (Voting) | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 33,250 | | 33,250 |
| | | | Totals: | | 33,250 | | 33,250 |
| | | | | | | | |
| | |
Dominion Resources, Inc. | | Meeting Date |
| |
| | 18-May-10 |
| |
Ticker: D | | |
CUSIP: 25746U109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William P. Barr | | Mgmt | | Yes | | For | | For |
Page 26 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
1.2 | | Elect Director Peter W. Brown | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director George A. Davidson, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Thomas F. Farrell II | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John W. Harris | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Robert S. Jepson, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Mark J. Kington | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Margaret A. McKenna | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Frank S. Royal | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Robert H. Spilman, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director David A. Wollard | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reduce Supermajority Vote Requirement | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reduce Supermajority Vote Requirement | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reduce Supermajority Vote Requirement | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reduce Supermajority Vote Requirement | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Amend Quorum Requirements | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Adopt Renewable Energy Production Goal | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Stop Construction of Nuclear Reactor at North Anna Facility | | SH | | Yes | | Against | | Against |
| | | | | |
10 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 56,506 | | 56,506 |
| | | | Totals: | | 56,506 | | 56,506 |
| | | | | | | | |
| | |
JPMorgan Chase & Co. | | Meeting Date |
| |
| | 18-May-10 |
Ticker: JPM | | |
CUSIP: 46625H100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Crandall C. Bowles | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Stephen B. Burke | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director David M. Cote | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James S. Crown | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director James Dimon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Ellen V. Futter | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director William H. Gray, III | | Mgmt | | Yes | | For | | For |
Page 27 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
1.8 | | Elect Director Laban P. Jackson, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director David C. Novak | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Lee R. Raymond | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director William C. Weldon | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Affirm Political Non-Partisanship | | SH | | Yes | | Against | | For |
| | | | | |
5 | | Amend Bylaws — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
6 | | Report on Collateral in Derivatives Trading | | SH | | Yes | | Against | | For |
| | | | | |
7 | | Provide Right to Act by Written Consent | | SH | | Yes | | Against | | For |
| | | | | |
8 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Report on Pay Disparity | | SH | | Yes | | Against | | Against |
| | | | | |
10 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 127,866 | | 127,866 |
| | | | Totals: | | 127,866 | | 127,866 |
| | | | | | | | |
| | |
Halliburton Company | | Meeting Date |
| |
| | 19-May-10 |
Ticker: HAL | | |
CUSIP: 406216101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director A.M. Bennett | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director J.R. Boyd | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director M. Carroll | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director N.K. Dicciani | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director S.M. Gillis | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director J.T. Hackett | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director D.J. Lesar | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director R.A. Malone | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director J.L. Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director D.L. Reed | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Review and Assess Human Rights Policies | | SH | | Yes | | Against | | Against |
| | | | | |
13 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
Page 28 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
14 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
15 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 228,700 | | 228,700 |
| | | | Totals: | | 228,700 | | 228,700 |
| | | | | | | | |
| | |
Intel Corporation | | Meeting Date |
| |
| | 19-May-10 |
Ticker: INTC | | |
CUSIP: 458140100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Charlene Barshefsky | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Susan L. Decker | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director John J. Donahoe | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Reed E. Hundt | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Paul S. Otellini | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director James D. Plummer | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director David S. Pottruck | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Jane E. Shaw | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Frank D. Yeary | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director David B. Yoffie | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 76,900 | | 76,900 |
| | | | Totals: | | 76,900 | | 76,900 |
| | | | | | | | |
| | |
Altria Group, Inc. | | Meeting Date |
| |
| | 20-May-10 |
Ticker: MO | | |
CUSIP: 02209S103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Elizabeth E. Bailey | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Gerald L. Baliles | | Mgmt | | Yes | | For | | For |
Page 29 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
3 | | Elect Director John T. Casteen III | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Dinyar S. Devitre | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Thomas F. Farrell II | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Robert E. R. Huntley | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Thomas W. Jones | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director George Munoz | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Nabil Y. Sakkab | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Michael E. Szymanczyk | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Report on Effect of Marketing Practices on the Poor | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Adopt Human Rights Protocols for Company and Suppliers | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 90,800 | | 90,800 |
| | | | Totals: | | 90,800 | | 90,800 |
| | | | | | | | |
| | |
Lorillard, Inc. | | Meeting Date |
| |
| | 20-May-10 |
Ticker: LO | | |
CUSIP: 544147101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Virgis W. Colbert | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Richard W. Roedel | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director David H. Taylor | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 51,864 | | 51,864 |
| | | | Totals: | | 51,864 | | 51,864 |
| | | | | | | | |
| | |
McDonald’s Corporation | | Meeting Date |
| |
| | 20-May-10 |
Ticker: MCD | | |
CUSIP: 580135101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Walter E. Massey | | Mgmt | | Yes | | For | | For |
Page 30 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
2 | | Elect Director John W. Rogers, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Roger W. Stone | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Miles D. White | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | |
8 | | Require Suppliers to Adopt CAK | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Adopt Cage-Free Eggs Purchasing Policy | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 33,223 | | 33,223 |
| | | | Totals: | | 33,223 | | 33,223 |
| | | | | | | | |
| | |
Exxon Mobil Corporation | | Meeting Date |
| |
| | 26-May-10 |
Ticker: XOM | | |
CUSIP: 30231G102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director M.J. Boskin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director P. Brabeck-Letmathe | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director L.R. Faulkner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director J.S. Fishman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director K.C. Frazier | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director W.W. George | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director M.C. Nelson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director S.J. Palmisano | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director S.C. Reinemund | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director R.W. Tillerson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director E.E. Whitacre, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
4 | | Reincorporate in Another State [from New Jersey to North Dakota] | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
6 | | Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Adopt Policy on Human Right to Water | | SH | | Yes | | Against | | Against |
Page 31 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
8 | | Adopt Policy to Address Coastal Louisiana Environmental Impacts | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Report on Environmental Impact of Oil Sands Operations in Canada | | SH | | Yes | | Against | | For |
| | | | | |
10 | | Report on Environmental Impacts of Natural Gas Fracturing | | SH | | Yes | | Against | | For |
| | | | | |
11 | | Report on Energy Technologies Development | | SH | | Yes | | Against | | Against |
| | | | | |
12 | | Adopt Quantitative GHG Goals from Products and Operations | | SH | | Yes | | Against | | For |
| | | | | |
13 | | Report on Risks of Alternative Long-term Fossil Fuel Demand Estimates | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 93,757 | | 93,757 |
| | | | Totals: | | 93,757 | | 93,757 |
| | | | | | | | |
| | |
Annaly Capital Management Inc. | | Meeting Date |
| |
| | 27-May-10 |
Ticker: NLY | | |
CUSIP: 035710409
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Kevin P. Brady | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director E. Wayne Nordberg | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Sent | | 112,350 | | 112,350 |
| | | | Totals: | | 112,350 | | 112,350 |
| | | | | | | | |
| | |
Lowe’s Companies, Inc. | | Meeting Date |
| |
| | 28-May-10 |
Ticker: LOW | | |
CUSIP: 548661107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director David W. Bernauer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Leonard L. Berry | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Dawn E. Hudson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Robert A. Niblock | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
Page 32 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | | | |
| | | | | |
4 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 81,900 | | 81,900 |
| | | | Totals: | | 81,900 | | 81,900 |
| | | | | | | | |
| | |
Molson Coors Brewing Company | | Meeting Date |
| |
| | 02-Jun-10 |
Ticker: TAP | | |
CUSIP: 60871R209
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Directors John E. Cleghorn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Directors Charles M. Herington | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Directors David P. O’Brien | | Mgmt | | Yes | | For | | Withhold |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Sent | | 20,200 | | 20,200 |
| | | | Totals: | | 20,200 | | 20,200 |
| | | | | | | | |
| | |
Caterpillar Inc. | | Meeting Date |
| |
| | 09-Jun-10 |
Ticker: CAT | | |
CUSIP: 149123101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John T. Dillon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Juan Gallardo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director William A. Osborn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Edward B. Rust, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Susan C. Schwab | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Declassify the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reduce Supermajority Vote Requirement | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
7 | | Amend Human Rights Policy | | SH | | Yes | | Against | | Against |
| | | | | |
8 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
Page 33 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 83 Ivy Funds VIP Dividend Opportunities | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Sent | | 16,850 | | 16,850 |
| | | | Totals: | | 16,850 | | 16,850 |
| | | | | | | | |
| | |
Teva Pharmaceutical Industries Ltd. | | Meeting Date |
| |
| | 29-Jun-10 |
Ticker: N/A | | |
CUSIP: M8769Q102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Final Dividend of NIS 2.50 (USD 0.642) Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Election Of Director: Mr. Abraham E. Cohen | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Election Of Director: Mr. Amir Elstein | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Election Of Director: Prof. Roger Kornberg | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Election Of Director: Prof. Moshe Many | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Election Of Director: Mr. Dan Propper | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Compensation of Board Chairman | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Compensation of Director | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve Compensation of Director | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Increase Authorized Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
83 Ivy Funds VIP Dividend Opportunities, 83 | | 126954.1 | | Confirmed | | 44,200 | | 44,200 |
| | | | Totals: | | 44,200 | | 44,200 |
| | | | | | | | |
Page 34 of 34
IVY FUNDS VIP ENERGY
Proxy Voting Record
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | |
Foundation Coal Hldgs Inc | | Meeting Date |
| |
| | 31-Jul-09 |
Ticker: FCL | | |
CUSIP: N/A
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Merger Agreement | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 5,100 | | 5,100 |
| | | | Totals: | | 5,100 | | 5,100 |
| | | | | | | | |
| | |
BHP Billiton Limited (Formerly BHP Ltd.) | | Meeting Date |
| |
| | 26-Nov-09 |
Ticker: BHP | | |
CUSIP: Q1498M100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | None | | None |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports for BHP Billiton Ltd and BHP Billiton Plc for the Fiscal Year Ended June 30, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Carlos Codeiro as a Director of BHP Billiton Ltd and BHP Billiton Plc | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect David Crawford as a Director of BHP Billiton Ltd and BHP Billiton Plc | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Gail de Planque as a Director of BHP Billiton Ltd and BHP Billiton Plc | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Marius Kloppers as a Director of BHP Billiton Ltd and BHP Billiton Plc | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Don Argus as a Director of BHP Billiton Ltd and BHP Billiton Plc | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Wayne Murdy as a Director of BHP Billiton Ltd and BHP Billiton Plc | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve KPMG Audit Plc as Auditors of BHP Billiton Plc | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Renewal of General Authority to Issue of Up to 555.97 Million Shares in BHP Billiton Plc in Connection with Its Employee Share and Incentive Schemes | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Renew the Disapplication of Pre-Emption Rights in BHP Billiton Plc | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorize Repurchase of Up To 223.11 Million Shares in BHP Billiton Plc | | Mgmt | | Yes | | For | | For |
| | | | | |
12.1 | | Approve Cancellation of Shares in BHP Billiton Plc Held by BHP Billiton Ltd on April 30, 2010 | | Mgmt | | Yes | | For | | For |
Page 1 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | | | |
| | | | | |
12.2 | | Approve Cancellation of Shares in BHP Billiton Plc Held by BHP Billiton Ltd on June 17, 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
12.3 | | Approve Cancellation of Shares in BHP Billiton Plc Held by BHP Billiton Ltd on Sept. 15, 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
12.4 | | Approve Cancellation of Shares in BHP Billiton Plc Held by BHP Billiton Ltd on Nov. 11, 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Approve Remuneration Report for the Fiscal Year Ended June 30, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Approve Grant of Approximately 55,932 Deferred Shares, 223,739 Options, and 424,612 Performance Shares to Marius Kloppers, CEO, Pursuant to the Group Incentive Scheme and the Long Term Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 4,250 | | 4,250 |
| | | | Totals: | | 4,250 | | 4,250 |
| | | | | | | | |
| | |
ENSCO International Plc | | Meeting Date |
| |
| | 22-Dec-09 |
Ticker: ESV | | |
CUSIP: 29358Q109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Change State of Incorporation [from Delaware to England] | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 6,800 | | 6,800 |
| | | | Totals: | | 6,800 | | 6,800 |
| | | | | | | | |
| | |
Jacobs Engineering Group Inc. | | Meeting Date |
| |
| | 28-Jan-10 |
Ticker: JEC | | |
CUSIP: 469814107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert C. Davidson, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Edward V. Fritzky | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Benjamin F. Montoya | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Peter J. Robertson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 2 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 10,450 | | 10,450 |
| | | | Totals: | | 10,450 | | 10,450 |
| | | | | | | | |
| | |
Helmerich & Payne, Inc. | | Meeting Date |
| |
| | 03-Mar-10 |
Ticker: HP | | |
CUSIP: 423452101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Hans Helmerich | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Paula Marshall | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Randy A. Foutch | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Sent | | 19,550 | | 19,550 |
| | | | Totals: | | 19,550 | | 19,550 |
| | | | | | | | |
| | |
Applied Materials, Inc. | | Meeting Date |
| |
| | 09-Mar-10 |
Ticker: AMAT | | |
CUSIP: 038222105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Michael R. Splinter | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Aart J. de Geus | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Stephen R. Forrest | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Thomas J. Iannotti | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Susan M. James | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Alexander A. Karsner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Gerhard H. Parker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Dennis D. Powell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Willem P. Roelandts | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director James E. Rogers | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
1.11 | | Elect Director Robert H. Swan | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 3 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Sent | | 28,200 | | 28,200 |
| | | | Totals: | | 28,200 | | 28,200 |
| | | | | | | | |
| | |
Baker Hughes Incorporated | | Meeting Date |
| |
| | 31-Mar-10 |
Ticker: BHI | | |
CUSIP: 057224107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Issue of Shares in Connection with Acquisition | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 10,200 | | 10,200 |
| | | | Totals: | | 10,200 | | 10,200 |
| | | | | | | | |
| | |
BJ Services Company | | Meeting Date |
| |
| | 31-Mar-10 |
Ticker: BJS | | |
CUSIP: 055482103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Merger Agreement | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 24,700 | | 24,700 |
| | | | Totals: | | 24,700 | | 24,700 |
| | | | | | | | |
| | |
Schlumberger Ltd. | | Meeting Date |
| |
| | 07-Apr-10 |
Ticker: SLB | | |
CUSIP: 806857108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect P. Camus as Director | | Mgmt | | Yes | | For | | For |
Page 4 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | | | |
| | | | | |
1.2 | | Elect P. Currie as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect J.S. Gorelick as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect A. Gould as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect T. Isaac as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect K.V. Kamath as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect N. Kudryavtsev as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect A. Lajous as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect M.E. Marks as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect L.R. Reif as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect T.I. Sandvold as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect H. Seydoux as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adopt and Approve Financials and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve 2010 Omnibus Stock Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify PricewaterhouseCoopers LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Approved | | 18,900 | | 18,900 |
| | | | Totals: | | 18,900 | | 18,900 |
| | | | | | | | |
| | |
Arch Coal, Inc. | | Meeting Date |
| |
| | 22-Apr-10 |
Ticker: ACI | | |
CUSIP: 039380100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Brian J. Jennings | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Steven F. Leer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Robert G. Potter | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Theodore D. Sands | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 14,400 | | 14,400 |
| | | | Totals: | | 14,400 | | 14,400 |
| | | | | | | | |
Page 5 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | |
Baker Hughes Incorporated | | Meeting Date |
| |
| | 22-Apr-10 |
Ticker: BHI | | |
CUSIP: 057224107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Larry D. Brady | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Clarence P. Cazalot, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Chad C. Deaton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Edward P. Djerejian | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Anthony G. Fernandes | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Claire W. Gargalli | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Pierre H. Jungels | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director James A. Lash | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director J. Larry Nichols | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director H. John Riley, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Charles L. Watson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director J. W. Stewart | | Mgmt | | Yes | | For | | For |
| | | | | |
1.13 | | Elect Director James L. Payne | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 10,200 | | 10,200 |
| | | | Totals: | | 10,200 | | 10,200 |
| | | | | | | | |
| | |
Bucyrus International, Inc. | | Meeting Date |
| |
| | 22-Apr-10 |
Ticker: BUCY | | |
CUSIP: 118759109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Deepak K. Kapur | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Theodore C. Rogers | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Robert C. Scharp | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 6 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 9,750 | | 9,750 |
| | | | Totals: | | 9,750 | | 9,750 |
| | | | | | | | |
| | |
Petroleo Brasileiro | | Meeting Date |
| |
| | 22-Apr-10 |
Ticker: N/A | | |
CUSIP: P78331140
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
| | Ordinary Meeting | | Mgmt | | No | | | | |
| | | | | |
| | Preferred Shareholders Have Voting Rights on Items 4 and 6 of this Agenda | | Mgmt | | No | | | | |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Capital Budget for Upcoming Fiscal Year | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Directors | | Mgmt | | Yes | | For | | Against |
| | | | | |
5 | | Elect Board Chairman | | Mgmt | | Yes | | For | | Against |
| | | | | |
6 | | Elect Fiscal Council Members | | Mgmt | | Yes | | For | | Against |
| | | | | |
7 | | Approve Remuneration of Executive Officers, Non-Executive Directors, and Fiscal Council Members | | Mgmt | | Yes | | For | | Against |
| | | | | |
| | Special Meeting | | Mgmt | | No | | | | |
| | | | | |
1 | | Authorize Capitalization of Reserves | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Eliminate Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 17,250 | | 17,250 |
| | | | Totals: | | 17,250 | | 17,250 |
| | | | | | | | |
| | |
Cabot Oil & Gas Corporation | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: COG | | |
CUSIP: 127097103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director David M. Carmichael | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert L. Keiser | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Report on Environmental Impacts of Natural Gas Fracturing | | SH | | Yes | | Against | | Against |
Page 7 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 8,900 | | 8,900 |
| | | | Totals: | | 8,900 | | 8,900 |
| | | | | | | | |
| | |
Exelon Corporation | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: EXC | | |
CUSIP: 30161N101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director John A. Canning, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director M. Walter D’Alessio | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Nicholas DeBenedictis | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Bruce DeMars | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Nelson A. Diaz | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Sue L. Gin | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Rosemarie B. Greco | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Paul L. Joskow | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Richard W. Mies | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director John M. Palms | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director William C. Richardson | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Thomas J. Ridge | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director John W. Rogers, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director John W. Rowe | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Elect Director Stephen D. Steinour | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Elect Director Don Thompson | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Ratify Auditors | | Mgmt | �� | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 7,200 | | 7,200 |
| | | | Totals: | | 7,200 | | 7,200 |
| | | | | | | | |
Page 8 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | |
Noble Energy, Inc. | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: NBL | | |
CUSIP: 655044105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Jeffrey L. Berenson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Michael A. Cawley | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Edward F. Cox | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Charles D. Davidson | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Thomas J. Edelman | | Mgmt | | Yes | | For | | Against |
| | | | | |
6 | | Elect Director Eric P. Grubman | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Kirby L. Hedrick | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Scott D. Urban | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director William T. Van Kleef | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 12,350 | | 12,350 |
| | | | Totals: | | 12,350 | | 12,350 |
| | | | | | | | |
| | |
EOG Resources, Inc. | | Meeting Date |
| |
| | 28-Apr-10 |
Ticker: EOG | | |
CUSIP: 26875P101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director George A. Alcorn | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Charles R. Crisp | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director James C. Day | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Mark G. Papa | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director H. Leighton Steward | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Donald F. Textor | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Frank G. Wisner | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Report on Environmental Impacts of Natural Gas Fracturing | | SH | | Yes | | Against | | Against |
| | | | | |
13 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Double Trigger on Equity Plans | | SH | | Yes | | Against | | Against |
Page 9 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 7,650 | | 7,650 |
| | | | Totals: | | 7,650 | | 7,650 |
| | | | | | | | |
| | |
Marathon Oil Corporation | | Meeting Date |
| |
| | 28-Apr-10 |
Ticker: MRO | | |
CUSIP: 565849106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Gregory H. Boyce | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Clarence P. Cazalot, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director David A. Daberko | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director William L. Davis | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Shirley Ann Jackson | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Philip Lader | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Charles R. Lee | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Michael E. J. Phelps | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Dennis H. Reilley | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Seth E. Schofield | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director John W. Snow | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Thomas J. Usher | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
15 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 8,650 | | 8,650 |
| | | | Totals: | | 8,650 | | 8,650 |
| | | | | | | | |
| | |
Valero Energy Corporation | | Meeting Date |
| |
| | 29-Apr-10 |
Ticker: VLO | | |
CUSIP: 91913Y100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Ruben M. Escobedo | | Mgmt | | Yes | | For | | For |
Page 10 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | | | |
| | | | | |
2 | | Elect Director Bob Marbut | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Robert A. Profusek | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Report on Rainforest Sustainability | | SH | | Yes | | Against | | Against |
| | | | | |
8 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 14,800 | | 14,800 |
| | | | Totals: | | 14,800 | | 14,800 |
| | | | | | | | |
| | |
CONSOL Energy Inc. | | Meeting Date |
| |
| | 04-May-10 |
Ticker: CNX | | |
CUSIP: 20854P109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John Whitmire | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director J. Brett Harvey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director James E. Altmeyer, Sr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Philip W. Baxter | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director William E. Davis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Raj K. Gupta | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Patricia A. Hammick | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director David C. Hardesty, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director John T. Mills | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director William P. Powell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Joseph T. Williams | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 6,550 | | 6,550 |
| | | | Totals: | | 6,550 | | 6,550 |
| | | | | | | | |
Page 11 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | |
Peabody Energy Corporation | | Meeting Date |
| |
| | 04-May-10 |
| |
Ticker: BTU | | |
CUSIP: 704549104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Gregory H. Boyce | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director William A. Coley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director William E. James | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Robert B. Karn, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director M. Frances Keeth | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Henry E. Lentz | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Robert A. Malone | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director William C. Rusnack | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director John F. Turner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Alan H. Washkowitz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 10,800 | | 10,800 |
| | | | Totals: | | 10,800 | | 10,800 |
| | | | | | | | |
| | |
Suncor Energy Inc | | Meeting Date |
| |
| | 04-May-10 |
| |
Ticker: SU | | |
CUSIP: 867224107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Mel E. Benson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Brian A. Canfield | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Dominic D’Alessandro | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director John T. Ferguson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director W. Douglas Ford | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Richard L. George | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Paul Haseldonckx | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director John R. Huff | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Jacques Lamarre | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Brian F. MacNeill | | Mgmt | | Yes | | For | | For |
Page 12 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | | | |
| | | | | |
1.11 | | Elect Director Maureen McCaw | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Michael W. O’Brien | | Mgmt | | Yes | | For | | For |
| | | | | |
1.13 | | Elect Director James W. Simpson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.14 | | Elect Director Eira Thomas | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 14,200 | | 14,200 |
| | | | Totals: | | 14,200 | | 14,200 |
| | | | | | | | |
| | |
Enbridge Inc. | | Meeting Date |
| |
| | 05-May-10 |
| |
Ticker: ENB | | |
CUSIP: 29250N105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director David A. Arledge | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director James J. Blanchard | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director J. Lorne Braithwaite | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Patrick D. Daniel | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director J. Herb England | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Charles W. Fischer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director David A. Leslie | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director George K. Petty | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Charles E. Shultz | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Dan C. Tutcher | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Catherine L. Williams | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 12,950 | | 12,950 |
| | | | Totals: | | 12,950 | | 12,950 |
| | | | | | | | |
Page 13 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | |
Hess Corporation | | Meeting Date |
| |
| | 05-May-10 |
| |
Ticker: HES | | |
CUSIP: 42809H107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director N.F. Brady | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director G.P. Hill | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director T.H. Kean | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director F.A. Olson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 7,150 | | 7,150 |
| | | | Totals: | | 7,150 | | 7,150 |
| | | | | | | | |
| | |
Apache Corporation | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: APA | | |
CUSIP: 037411105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Eugene C. Fiedorek | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Patricia Albjerg Graham | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director F.H. Merelli | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 8,850 | | 8,850 |
| | | | Totals: | | 8,850 | | 8,850 |
| | | | | | | | |
| | |
CHICAGO BRIDGE AND IRON COMPANY NV | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: CBI | | |
CUSIP: 167250109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
1 | | Election Of The Member Of The Supervisory Board: Michael L. Underwood. (please Note That An Abstain Vote Will count As A For Vote For The Alternate Nominee Luciano Reyes) | | Mgmt | | Yes | | For | | Do Not Vote |
Page 14 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | | | |
| | | | | |
2 | | Election Of Member Of Management Board: Chicago Bridge & Iron Company B.v. (please Note That An Abstain Vote Will Count As a For Vote For Alternate Nominee Lealand Finance Company B.v.) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Authorize The Preparation Of Our Dutch Statutory Annual Accounts and Annual Report Of Our Management Board In English Language. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | To Discharge The Sole Member Of The Management Board From liability, All As More Fully Described In The Proxy Statement. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | To Discharge The Members Of The Supervisory Board From liability, All As More Fully Described In The Proxy Statement. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | To Approve The Extension Of The Authority Of Our Management Board, To Repurchase Up To 10% Of Issued Share Capital. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7 | | To Appoint Ernst & Young Llp As Our Independent Registered Public Accounting Firm, Who Will Audit Our Accounts. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8 | | To Approve The Chicago Bridge & Iron Company Incentive Compensation Program. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9 | | To Approve The Extension Of The Authority Of The Supervisory Board To Issue Shares And/or Grant Rights To Acquire Shares. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10 | | To Approve The Compensation Of The Members Of The Supervisory Board. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
11 | | Receive Explanation on Company’s Reserves and Dividend Policy | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | AutoApproved | | 14,600 | | 14,600 |
| | | | Totals: | | 14,600 | | 14,600 |
| | | | | | | | |
| | |
Fluor Corporation | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: FLR | | |
CUSIP: 343412102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director James T. Hackett | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Kent Kresa | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Nader H. Sultan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 14,700 | | 14,700 |
| | | | Totals: | | 14,700 | | 14,700 |
| | | | | | | | |
Page 15 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | |
Entergy Corporation | | Meeting Date |
| |
| | 07-May-10 |
| |
Ticker: ETR | | |
CUSIP: 29364G103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Maureen Scannell Bateman | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director W. Frank Blount | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Gary W. Edwards | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Alexis M. Herman | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Donald C. Hintz | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director J. Wayne Leonard | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Stuart L. Levenick | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Stewart C. Myers | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director James R. Nichols | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director William A. Percy, II | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director W.J. Tauzin | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Steven V. Wilkinson | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 5,650 | | 5,650 |
| | | | Totals: | | 5,650 | | 5,650 |
| | | | | | | | |
| | |
FMC Technologies, Inc. | | Meeting Date |
| |
| | 07-May-10 |
| |
Ticker: FTI | | |
CUSIP: 30249U101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Thorleif Enger | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Claire S. Farley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Joseph H. Netherland | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | Against |
Page 16 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 9,400 | | 9,400 |
| | | | Totals: | | 9,400 | | 9,400 |
| | | | | | | | |
| | |
Newfield Exploration Company | | Meeting Date |
| |
| | 07-May-10 |
| |
Ticker: NFX | | |
CUSIP: 651290108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Lee K. Boothby | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Philip J. Burguieres | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Pamela J. Gardner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director John Randolph Kemp III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director J. Michael Lacey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Joseph H. Netherland | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Howard H. Newman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Thomas G. Ricks | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Juanita F. Romans | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director C. E. (Chuck) Shultz | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director J. Terry Strange | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 18,750 | | 18,750 |
| | | | Totals: | | 18,750 | | 18,750 |
| | | | | | | | |
| | |
Occidental Petroleum Corporation | | Meeting Date |
| |
| | 07-May-10 |
| |
Ticker: OXY | | |
CUSIP: 674599105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Spencer Abraham | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director John S. Chalsty | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Stephen I. Chazen | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Edward P. Djerejian | | Mgmt | | Yes | | For | | For |
Page 17 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | | | |
| | | | | |
5 | | Elect Director John E. Feick | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Carlos M. Gutierrez | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Ray R. Irani | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Irvin W. Maloney | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Avedick B. Poladian | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Rodolfo Segovia | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Aziz D. Syriani | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Rosemary Tomich | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Walter L. Weisman | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | Against |
| | | | | |
17 | | Limit Executive Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
18 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
19 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
20 | | Report on Host Country Social and Environmental Laws | | SH | | Yes | | Against | | Against |
| | | | | |
21 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | |
22 | | Report on Policy for Increasing Safety by Reducing Hazardous Substance Usage and Re-locating Facilities | | SH | | Yes | | Against | | Against |
| | | | | |
23 | | Double Trigger on Equity Plans | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 11,200 | | 11,200 |
| | | | Totals: | | 11,200 | | 11,200 |
| | | | | | | | |
| | |
Cameron International Corporation | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: CAM | | |
CUSIP: 13342B105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Michael E. Patrick | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Jon Erik Reinhardsen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Bruce W. Wilkinson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 18 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 20,200 | | 20,200 |
| | | | Totals: | | 20,200 | | 20,200 |
| | | | | | | | |
| | |
ConocoPhillips | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: COP | | |
CUSIP: 20825C104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Richard L. Armitage | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Richard H. Auchinleck | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director James E. Copeland, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Kenneth M. Duberstein | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Ruth R. Harkin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Harold W. Mcgraw III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director James J. Mulva | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Robert A. Niblock | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Harald J. Norvik | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director William K. Reilly | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Bobby S. Shackouls | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Victoria J. Tschinkel | | Mgmt | | Yes | | For | | For |
| | | | | |
1.13 | | Elect Director Kathryn C. Turner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.14 | | Elect Director William E. Wade, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Report on Board Risk Management Oversight | | SH | | Yes | | Against | | Against |
| | | | | |
4 | | Adopt Quantitative GHG Goals for Products and Operations | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Report on Environmental Impact of Oil Sands Operations in Canada | | SH | | Yes | | Against | | Against |
| | | | | |
6 | | Adopt Policy to Address Coastal Louisiana Environmental Impacts | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Report on Financial Risks of Climate Change | | SH | | Yes | | Against | | Against |
| | | | | |
8 | | Adopt Goals to Reduce Emission of TRI Chemicals | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Amend EEO Policy to Prohibit Discrimination Based on Sexual Orientation and Gender Identity | | SH | | Yes | | Against | | Against |
| | | | | |
10 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
Page 19 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 8,750 | | 8,750 |
| | | | Totals: | | 8,750 | | 8,750 |
| | | | | | | | |
| | |
National Oilwell Varco, Inc. | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: NOV | | |
CUSIP: 637071101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Ben A. Guill | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Roger L. Jarvis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Eric L. Mattson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 26,100 | | 26,100 |
| | | | Totals: | | 26,100 | | 26,100 |
| | | | | | | | |
| | |
Transocean Ltd. | | Meeting Date |
| |
| | 14-May-10 |
| |
Ticker: RIG | | |
CUSIP: H8817H100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Discharge of Board and Senior Management | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income and Omission of Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Change Location of Registered Office to Steinhausen, Switzerland | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Creation of CHF 2.5 Billion Pool of Capital without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Reduction in Share Capita and Repayment of $3.11 per Sharel | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Amend Articles Re: Share Certificates due to New Swiss Federal Act on Intermediated Securities | | Mgmt | | Yes | | For | | For |
| | | | | |
8a | | Elect Steven Newman as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8b | | Reelect Thomas Carson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8c | | Reelect Robert Sprague as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8d | | Reelect J. Michael Talbert as Director | | Mgmt | | Yes | | For | | For |
Page 20 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | | | |
| | | | | |
8e | | Reelect John Whitmire as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Appointment Of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Transact Other Business (Voting) | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 7,583 | | 7,583 |
| | | | Totals: | | 7,583 | | 7,583 |
| | | | | | | | |
| | |
Anadarko Petroleum Corporation | | Meeting Date |
| |
| | 18-May-10 |
| |
Ticker: APC | | |
CUSIP: 032511107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director H. Paulett Eberhart | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Preston M. Geren III | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director James T. Hackett | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity | | SH | | Yes | | Against | | Against |
| | | | | |
6 | | Reimburse Expenses Incurred by Stockholder in Contested Election of Directors | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 7,450 | | 7,450 |
| | | | Totals: | | 7,450 | | 7,450 |
| | | | | | | | |
| | |
Southwestern Energy Company | | Meeting Date |
| |
| | 18-May-10 |
| |
Ticker: SWN | | |
CUSIP: 845467109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Lewis E. Epley, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert L. Howard | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Harold M. Korell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Vello A. Kuuskraa | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Kenneth R. Mourton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Steven L. Mueller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Charles E. Scharlau | | Mgmt | | Yes | | For | | For |
Page 21 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | | | |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | |
5 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 29,750 | | 29,750 |
| | | | Totals: | | 29,750 | | 29,750 |
| | | | | | | | |
| | |
Alpha Natural Resources, Inc. | | Meeting Date |
| |
| | 19-May-10 |
| |
Ticker: ANR | | |
CUSIP: 02076X102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Michael J. Quillen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director William J. Crowley Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Kevin S. Crutchfield | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director E. Linn Draper, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Glenn A. Eisenberg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director John W. Fox, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director P. Michael Giftos | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Joel Richards, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director James F. Roberts | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Ted G. Wood | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 5,528 | | 5,528 |
| | | | Totals: | | 5,528 | | 5,528 |
| | | | | | | | |
| | |
El Paso Corporation | | Meeting Date |
| |
| | 19-May-10 |
| |
Ticker: EP | | |
CUSIP: 28336L109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Juan Carlos Braniff | | Mgmt | | Yes | | For | | For |
Page 22 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | | | |
| | | | | |
2 | | Elect Director David W. Crane | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Douglas L. Foshee | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Robert W. Goldman | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Anthony W. Hall, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Thomas R. Hix | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Ferrell P. McClean | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Timothy J. Probert | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Steven J. Shapiro | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director J. Michael Talbert | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Robert F. Vagt | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director John L. Whitmire | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 44,750 | | 44,750 |
| | | | Totals: | | 44,750 | | 44,750 |
| | | | | | | | |
| | |
Halliburton Company | | Meeting Date |
| |
| | 19-May-10 |
| |
Ticker: HAL | | |
CUSIP: 406216101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director A.M. Bennett | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director J.R. Boyd | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director M. Carroll | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director N.K. Dicciani | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director S.M. Gillis | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director J.T. Hackett | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director D.J. Lesar | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director R.A. Malone | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director J.L. Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director D.L. Reed | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Review and Assess Human Rights Policies | | SH | | Yes | | Against | | Against |
| | | | | |
13 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
Page 23 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | | | |
| | | | | |
14 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
15 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 40,700 | | 40,700 |
| | | | Totals: | | 40,700 | | 40,700 |
| | | | | | | | |
| | |
CNOOC Ltd. | | Meeting Date |
| |
| | 20-May-10 |
| |
Ticker: N/A | | |
CUSIP: Y1662W117
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
1a | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
1b | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
1c1 | | Reelect Tse Hau Yin, Aloysius as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1c2 | | Reelect Zhou Shouwei as Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1c3 | | Reelect Yang Hua as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1c4 | | Authorize Board Of Directors to Fix Remuneration of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
1e | | Re-appoint Auditors and Authorise The Board to Fix Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
1d | | Reelect Chiu Sung Hong as Independent Non-Executive Director and Authorize Board to Fix His Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
2a | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
2b | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
2c | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 2,250 | | 2,250 |
| | | | Totals: | | 2,250 | | 2,250 |
| | | | | | | | |
Page 24 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | |
The Williams Companies, Inc. | | Meeting Date |
| |
| | 20-May-10 |
| |
Ticker: WMB | | |
CUSIP: 969457100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Kathleen B. Cooper | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director William R. Granberry | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director William G. Lowrie | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Declassify the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Report on Environmental Impacts of Natural Gas Fracturing | | SH | | Yes | | Against | | Against |
| | | | | |
8 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 15,000 | | 15,000 |
| | | | Totals: | | 15,000 | | 15,000 |
| | | | | | | | |
| | |
Continental Resources, Inc. | | Meeting Date |
| |
| | 25-May-10 |
| |
Ticker: CLR | | |
CUSIP: 212015101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Harold G. Hamm | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director David L. Boren | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John T. McNabb, II | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 19,650 | | 19,650 |
| | | | Totals: | | 19,650 | | 19,650 |
| | | | | | | | |
| | |
ENSCO plc | | Meeting Date |
| |
| | 25-May-10 |
| |
Ticker: ESV | | |
CUSIP: 29358Q109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
1 | | Elect Thomas Kelly II as Class II Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Rita Rodriguez as Class II Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Appoint KPMG LLP as US Independent Registered Public Accounting Firm for 2010 | | Mgmt | | Yes | | For | | For |
Page 25 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | | | |
| | | | | |
4 | | Appoint KPMG Audit plc as Auditors and Authorise Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-approve the Ensco 2005 Cash Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 6,800 | | 6,800 |
| | | | Totals: | | 6,800 | | 6,800 |
| | | | | | | | |
| | |
Cameco Corp. | | Meeting Date |
| |
| | 26-May-10 |
| |
Ticker: CCO | | |
CUSIP: 13321L108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | The Undersigned Hereby Certifies that the Shares Represented by this Proxy are Owned and Controlled by a Canadian | | Mgmt | | Yes | | None | | Abstain |
| | | | | |
2.1 | | Elect Director John H. Clappison | | Mgmt | | Yes | | For | | For |
| | | | | |
2.2 | | Elect Director Joe F. Colvin | | Mgmt | | Yes | | For | | For |
| | | | | |
2.3 | | Elect Director James R. Curtiss | | Mgmt | | Yes | | For | | For |
| | | | | |
2.4 | | Elect Director Donald H.F. Deranger | | Mgmt | | Yes | | For | | For |
| | | | | |
2.5 | | Elect Director James K. Gowans | | Mgmt | | Yes | | For | | For |
| | | | | |
2.6 | | Elect Director Gerald W. Grandey | | Mgmt | | Yes | | For | | For |
| | | | | |
2.7 | | Elect Director Nancy E. Hopkins | | Mgmt | | Yes | | For | | For |
| | | | | |
2.8 | | Elect Director Oyvind Hushovd | | Mgmt | | Yes | | For | | For |
| | | | | |
2.9 | | Elect Director J.W. George Ivany | | Mgmt | | Yes | | For | | For |
| | | | | |
2.10 | | Elect Director A. Anne McLellan | | Mgmt | | Yes | | For | | For |
| | | | | |
2.11 | | Elect Director A. Neill McMillan | | Mgmt | | Yes | | For | | For |
| | | | | |
2.12 | | Elect Director Victor J. Zaleschuk | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify KPMG LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Advisory Vote on Executive Compensation Approach | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 5,450 | | 5,450 |
| | | | Totals: | | 5,450 | | 5,450 |
| | | | | | | | |
Page 26 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | |
Clean Energy Fuels Corp. | | Meeting Date |
| |
| | 26-May-10 |
| |
Ticker: CLNE | | |
CUSIP: 184499101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Andrew J. Littlefair | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Warren I. Mitchell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John S. Herrington | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James C. Miller, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Boone Pickens | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Kenneth M. Socha | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Vincent C. Taormina | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 17,200 | | 17,200 |
| | | | Totals: | | 17,200 | | 17,200 |
| | | | | | | | |
| | |
Exxon Mobil Corporation | | Meeting Date |
| |
| | 26-May-10 |
| |
Ticker: XOM | | |
CUSIP: 30231G102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director M.J. Boskin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director P. Brabeck-Letmathe | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director L.R. Faulkner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director J.S. Fishman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director K.C. Frazier | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director W.W. George | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director M.C. Nelson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director S.J. Palmisano | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director S.C. Reinemund | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director R.W. Tillerson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director E.E. Whitacre, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
4 | | Reincorporate in Another State [from New Jersey to North Dakota] | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
Page 27 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | | | |
| | | | | |
6 | | Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Adopt Policy on Human Right to Water | | SH | | Yes | | Against | | Against |
| | | | | |
8 | | Adopt Policy to Address Coastal Louisiana Environmental Impacts | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Report on Environmental Impact of Oil Sands Operations in Canada | | SH | | Yes | | Against | | For |
| | | | | |
10 | | Report on Environmental Impacts of Natural Gas Fracturing | | SH | | Yes | | Against | | For |
| | | | | |
11 | | Report on Energy Technologies Development | | SH | | Yes | | Against | | Against |
| | | | | |
12 | | Adopt Quantitative GHG Goals from Products and Operations | | SH | | Yes | | Against | | For |
| | | | | |
13 | | Report on Risks of Alternative Long-term Fossil Fuel Demand Estimates | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 13,000 | | 13,000 |
| | | | Totals: | | 13,000 | | 13,000 |
| | | | | | | | |
| | |
First Solar, Inc. | | Meeting Date |
| |
| | 01-Jun-10 |
| |
Ticker: FSLR | | |
CUSIP: 336433107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Michael J. Ahearn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert J. Gillette | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Craig Kennedy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James F. Nolan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director William J. Post | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director J. Thomas Presby | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Paul H. Stebbins | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Michael Sweeney | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Jose H. Villarreal | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Approve Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Sent | | 2,750 | | 2,750 |
| | | | Totals: | | 2,750 | | 2,750 |
| | | | | | | | |
Page 28 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | |
Nabors Industries, Ltd. | | Meeting Date |
| |
| | 01-Jun-10 |
| |
Ticker: NBR | | |
CUSIP: G6359F103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect John V. Lombardi as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect James L. Payne as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Appoint Pricewaterhouse Coopers LLP and Authorize Audit Committee of the Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Adopt Pay for Superior Performance Standard in the Company’s Executive Compensation Plan for Senior Executives | | SH | | Yes | | Against | | Against |
| | | | | |
4 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
6 | | Declassify the Board of Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Sent | | 23,900 | | 23,900 |
| | | | Totals: | | 23,900 | | 23,900 |
| | | | | | | | |
| | |
TENARIS SA | | Meeting Date |
| |
| | 02-Jun-10 |
| |
Ticker: N/A | | |
CUSIP: L90272102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
1 | | Receive and Approve Directors’ and Auditors’ Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Consolidated Financial Statements for Fiscal 2007, 2008, and 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Accept Financial Statements for Fiscal 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Allocation of Income and Dividends of USD 0.34 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Discharge of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reelect Roberto Bonatti, Carlos Condorelli, Carlos Franck, Roberto Monti, Gianfelice Mario Rocca, Paolo Rocca, Jaime Serra Puche, Alberto valsecchi, Amadeo Vazquez y Vazquez, and Guillermo Vogel as Directors (Bundled) | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Remuneration of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve PricewaterhouseCoopers Auditors and Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Share Repurchase Program | | Mgmt | | Yes | | For | | For |
Page 29 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | | | |
| | | | | |
10 | | Allow Electronic Distribution of Company Communications | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 21,700 | | 21,700 |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 21,700 | | 21,700 |
| | | | Totals: | | 43,400 | | 43,400 |
| | | | | | | | |
| | |
SandRidge Energy, Inc. | | Meeting Date |
| |
| | 04-Jun-10 |
Ticker: SD | | |
CUSIP: 80007P307
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William A. Gilliland | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director D. Dwight Scott | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Jeffrey S. Serota | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Sent | | 34,300 | | 34,300 |
| | | | Totals: | | 34,300 | | 34,300 |
| | | | | | | | |
| | |
SandRidge Energy, Inc. | | Meeting Date |
| |
| | 08-Jun-10 |
Ticker: SD | | |
CUSIP: 80007P307
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Issue Shares in Connection with Acquisition | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 36,550 | | 36,550 |
| | | | Totals: | | 36,550 | | 36,550 |
| | | | | | | | |
Page 30 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | |
Devon Energy Corporation | | Meeting Date |
| |
| | 09-Jun-10 |
Ticker: DVN | | |
CUSIP: 25179M103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John Richels | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Sent | | 9,900 | | 9,900 |
| | | | Totals: | | 9,900 | | 9,900 |
| | | | | | | | |
| | |
Ultra Petroleum Corp. | | Meeting Date |
| |
| | 14-Jun-10 |
Ticker: UPL | | |
CUSIP: 903914109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Michael D. Watford as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect W. Charles Helton as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Robert E. Rigney as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Stephen J. McDaniel as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Roger A. Brown as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Provide a Report Summarizing the Environmental Impact of Hydraulic Fracturing and Potential Policies that will Outline the Reduction or Elimination of Hazards to the Environment | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Sent | | 14,700 | | 14,700 |
| | | | Totals: | | 14,700 | | 14,700 |
| | | | | | | | |
| | |
Petroleo Brasileiro | | Meeting Date |
| |
| | 22-Jun-10 |
Ticker: N/A | | |
CUSIP: P78331140
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
1 | | Amend Company’s Bylaws to Increase the Number of Authorized Preferred Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Company’s Bylaws to Increase the Number of Authorized Common Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Company’s Bylaws to Include Transitory Provision to Issue Shares with or without Preemptive Rights | | Mgmt | | Yes | | For | | Against |
Page 31 of 32
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 73 Ivy Funds VIP Energy | |  |
| | | | | | | | | | |
| | | | | |
4 | | Amend Article 4 of Company’s Bylaws to Reflect the Changes in its Capital Structure | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
73 Ivy Funds VIP Energy, 73 | | 129841.1 | | Confirmed | | 11,550 | | 11,550 |
| | | | Totals: | | 11,550 | | 11,550 |
| | | | | | | | |
Page 32 of 32
IVY FUNDS VIP GLOBAL NATURAL RESOURCES
Proxy Voting Record
Ivy Funds VIP Global Natural Resources
Vote Summary
July 1 2009 — June 30 2010
ISRAEL CHEMICALS LTD
| | | | | | |
| | | |
Security | | M5920A109 | | Meeting Type | | Special General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 20-Jul-2009 |
| | | |
ISIN | | IL0002810146 | | Agenda | | 702035305 - Management |
| | | |
City | | TEL-AVIV | | Holding Recon Date | | 18-Jun-2009 |
| | | |
Country | | Israel | | Vote Deadline Date | | 06-Jul-2009 |
| | | |
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 an agreement between the Company and the controlling shareholder, Israel Corporation Ltd., for the supply by Israel Corp to the Company and subsidiaries of management services including day to day consultancy, professional, finance, strategic, management consultancy, regulatory and media consultancy and representation; the agreement will replace the existing agreement which has been in force from 1996 until the present day by which Israel Corp supplied the services to the Company in consideration for USD 2.5 million a year, which amount was not updated from 1996 until now despite the considerable increase over the years in the business and geographic operation of the Company; in addition, directors of Israel Corp. are officers of the Company and in respect of their services the Company pays management fees to Israel Corp [USD 200,000 in respect of 3 directors of Israel Corp. in 2008]; the agreement will be for a 3 year period in consideration for USD 3.5 million a year and the Company will stop paying management fees in respect of the services of directors of Israel Corp | | Management | | For | | For |
ALPHA NATURAL RESOURCES, INC.
| | | | | | |
| | | |
Security | | 02076X102 | | Meeting Type | | Special |
| | | |
Ticker Symbol | | ANR | | Meeting Date | | 31-Jul-2009 |
| | | |
ISIN | | US02076X1028 | | Agenda | | 933118641 - Management |
| | | |
City | | | | Holding Recon Date | | 25-Jun-2009 |
| | | |
Country | | United States | | Vote Deadline Date | | 30-Jul-2009 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 11, 2009, BETWEEN ALPHA NATURAL RESOURCES, INC. AND FOUNDATION COAL HOLDINGS, INC., AS DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS, DATED JUNE 24, 2009 (PURSUANT TO WHICH ALPHA NATURAL RESOURCES, INC. WILL MERGE WITH AND INTO FOUNDATION COAL HOLDINGS, INC.). | | Management | | Against | | Against |
| | | | |
02 | | TO APPROVE ADJOURNMENTS OF THE ALPHA NATURAL RESOURCES, INC. SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO PERMIT FURTHER SOLICITATION OF PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE ALPHA NATURAL RESOURCES, INC. SPECIAL MEETING TO APPROVE THE ABOVE PROPOSAL. | | Management | | Against | | Against |
BRISTOW GROUP INC.
| | | | | | |
| | | |
Security | | 110394103 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | BRS | | Meeting Date | | 05-Aug-2009 |
| | | |
ISIN | | US1103941035 | | Agenda | | 933115455 - Management |
| | | |
City | | | | Holding Recon Date | | 09-Jun-2009 |
| | | |
Country | | United States | | Vote Deadline Date | | 04-Aug-2009 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | DIRECTOR | | Management | | | | |
| | | | |
| | 1 THOMAS N. AMONETT | | | | For | | For |
| | | | |
| | 2 CHARLES F. BOLDEN, JR. | | | | For | | For |
| | | | |
| | 3 STEPHEN J. CANNON | | | | For | | For |
| | | | |
| | 4 JONATHAN H. CARTWRIGHT | | | | For | | For |
| | | | |
| | 5 WILLIAM E. CHILES | | | | For | | For |
| | | | |
| | 6 MICHAEL A. FLICK | | | | For | | For |
| | | | |
| | 7 THOMAS C. KNUDSON | | | | For | | For |
| | | | |
| | 8 KEN C. TAMBLYN | | | | For | | For |
| | | | |
| | 9 WILLIAM P. WYATT | | | | For | | For |
| | | | |
02 | | APPROVAL AND RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 2010. | | Management | | For | | For |
YINGLI GREEN ENERGY HOLD. CO. LTD.
| | | | | | |
| | | |
Security | | 98584B103 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | YGE | | Meeting Date | | 18-Aug-2009 |
| | | |
ISIN | | US98584B1035 | | Agenda | | 933126117 - Management |
| | | |
City | | | | Holding Recon Date | | 17-Jul-2009 |
| | | |
Country | | China | | Vote Deadline Date | | 12-Aug-2009 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | TO ADOPT THE COMPANY’S AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008. | | Management | | For | | For |
| | | | |
2A | | TO RE-ELECT MR. ZONGWEI LI AS A DIRECTOR OF THE COMPANY. | | Management | | Against | | Against |
| | | | |
2B | | TO RE-ELECT MR. XIANGDONG WANG AS A DIRECTOR OF THE COMPANY. | | Management | | Against | | Against |
| | | | | | | | |
| | | | |
03 | | TO APPROVE AMENDMENT NO. 2 TO THE COMPANY’S 2006 STOCK INCENTIVE PLAN, IN THE FORM AS ATTACHED HERETO AS EXHIBIT A. | | Management | | For | | For |
| | | | |
04 | | TO APPROVE AMENDMENT NO. 3 TO THE COMPANY’S 2006 STOCK INCENTIVE PLAN, IN THE FORM AS ATTACHED HERETO AS EXHIBIT B. | | Management | | For | | For |
| | | | |
05 | | TO RATIFY AND APPOINT KPMG AS THE COMPANY’S INDEPENDENT AUDITORS. | | Management | | For | | For |
ISRAEL CHEMICALS LTD
| | | | | | |
| | | |
Security | | M5920A109 | | Meeting Type | | Ordinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 25-Aug-2009 |
| | | |
ISIN | | IL0002810146 | | Agenda | | 702051931 - Management |
| | | |
City | | TEL-AVIV | | Holding Recon Date | | 27-Jul-2009 |
| | | |
Country | | Israel | | Vote Deadline Date | | 11-Aug-2009 |
| | | |
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 the presentation of the financial statements and the Directors’ report for 2008 | | Management | | For | | For |
| | | | |
2. | | Re-appoint Messrs. N. Gilad, Y. Rosen, N. Yatziv, A. Paz, C. Erez, V. Medina, M. Vidman, A. Sadeh and A. Shochat as the Officiating Directors until the next AGM and approve their remuneration as well as liability exemption, insurance and indemnity will remain without change by a previous general meeting | | Management | | Against | | Against |
| | | | |
3. | | Approve the annual remuneration and meeting attendance fees to some Directors in respect of Officiating as Directors in certain subsidiaries | | Management | | For | | For |
| | | | |
4. | | Re-appoint Prof. Y. Orgold as an External Director for a statutory 3 year period without change in remuneration, liability exemption, insurance and indemnity | | Management | | For | | For |
| | | | |
5. | | Appoint Dr. M. Haran as an External Director for a statutory 3 year period | | Management | | For | | For |
| | | | |
6. | | Approve to issue Dr. Haran of liability exemption and indemnity undertaking in the form previously approved by general meeting and participation in existing D and O insurance | | Management | | For | | For |
| | | | |
7. | | Approve the annual remuneration and meeting attendance fees to the External Directors: Prof. Orgold and Dr. Haran in respect of Officiating as Directors in subsidiaries | | Management | | For | | For |
| | | | |
8. | | Appoint the Accountant Auditors and authorize the Board to fix their remuneration | | Management | | For | | For |
COMPANHIA DE SANEAMENTO DE MINAS GERAIS - COPASA
| | | | | | |
| | | |
Security | | P28269101 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 25-Sep-2009 |
| | | |
ISIN | | BRCSMGACNOR5 | | Agenda | | 702091644 - Management |
| | | |
City | | BELO HORIZONTE | | Holding Recon Date | | 23-Sep-2009 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 17-Sep-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. | | Approve to change the composition of the Board of Directors, by indication of the majority shareholder | | Management | | For | | For |
| | | | |
II. | | Approve the instatement of a bid process in regard to the performance of the construction work and services of expanding and improving the Rio Manso System, steps of 5 cubic meters and 6 cubic meters and construction of the Central Hydroelectric Generator with a capacity of 1000 KW in the amount of up to BRL 570,356,890.00 | | Management | | For | | For |
| | | | |
III. | | Approve the donation of vehicles in a precarious state of maintenance to the voluntary social assistance service that have been valued at BRL 1,869,000.00 | | Management | | For | | For |
IMPALA PLATINUM HOLDINGS LTD
| | | | | | |
| | | |
Security | | S37840113 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 22-Oct-2009 |
| | | |
ISIN | | ZAE000083648 | | Agenda | | 702085792 - Management |
| | | |
City | | JOHANNESBURG | | Holding Recon Date | | 21-Oct-2009 |
| | | |
Country | | South Africa | | Vote Deadline Date | | 15-Oct-2009 |
| | | |
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 2009 | | Management | | For | | For |
| | | | |
O.2.1 | | Re-elect Ms. D. Earp as a Director | | Management | | For | | For |
| | | | |
O.2.2 | | Re-elect Dr. K. Mokhele as a Director | | Management | | For | | For |
| | | | |
O.2.3 | | Re-elect Ms. N.D.B. Orleyn as a Director | | Management | | For | | For |
| | | | |
| | Mr. S. Bessit retires at this meeting and does not offer himself for re-electi-on | | Non-Voting | | | | |
| | | | |
O.3 | | Approve to determine the remuneration of the Directors for the forthcoming year | | Management | | For | | For |
| | | | |
O.4 | | Adopt the Amended Trust Deed constituting the Morokotso Trust, as specified, in substitution for the existing Trust Deed approved by shareholders on 04 JUL 2006 | | Management | | For | | For |
| | | | | | | | |
| | | | |
S.1 | | Authorize the Directors, 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 requirements: that any such repurchase be effected through the order book operated by the JSE Limited [JSE] trading system and done without any priority understanding or agreement between the Company and the counterparty; that authorization thereto is given by the Company’s Articles of Association; 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 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 permitted is 10% above the weighted average traded price of the shares as determined over the 5 days prior to the date of repurchase the maximum price; and such repurchase shall be subject to the Companies Act 1973 [Act 61 of 1973] as amended[the Companies Act] and the applicable provisions of the JSE Listings Requirements, the Board of Directors of Implats [the Board] as at the date of this notice, has stated in intention to examine methods of 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 a further general authority to acquire Implats shares, Such general authority will provide Implats and its subsidiaries with the flexibility, subject to the requirements of the Companies Act and the Listing Requirements, to purchase shares should it be in the interest of implats and/or subsidiaries at any time while the general authority subsists; the Board undertakes 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 this 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 for 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 a general repurchases of the Company’s shares shall only take place after the JSE has received written confirmation from the Company’s sponsor in respect of the Directors’ working capital statement; [Authority expires the earlier of the conclusion of the next AGM of the Company or 15 months] | | Management | | For | | For |
NOBLE CORPORATION
| | | | | | |
| | | |
Security | | H5833N103 | | Meeting Type | | Special |
| | | |
Ticker Symbol | | NE | | Meeting Date | | 29-Oct-2009 |
| | | |
ISIN | | CH0033347318 | | Agenda | | 933145600 - Management |
| | | |
City | | | | Holding Recon Date | | 04-Sep-2009 |
| | | |
Country | | United States | | Vote Deadline Date | | 28-Oct-2009 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | DIRECTOR | | Management | | | | |
| | | | |
| | 1 GORDON T. HALL | | | | For | | For |
| | | | |
| | 2 JON A. MARSHALL | | | | For | | For |
| | | | |
2 | | APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE NOBLE CORPORATION 1991 STOCK OPTION AND RESTRICTED STOCK PLAN EFFECTIVE AS OF OCTOBER 29, 2009 | | Management | | For | | For |
NOBLE CORPORATION
| | | | | | |
| | | |
Security | | H5833N103 | | Meeting Type | | Special |
| | | |
Ticker Symbol | | NE | | Meeting Date | | 29-Oct-2009 |
| | | |
ISIN | | CH0033347318 | | Agenda | | 933155714 - Management |
| | | |
City | | | | Holding Recon Date | | 12-Oct-2009 |
| | | |
Country | | United States | | Vote Deadline Date | | 28-Oct-2009 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | DIRECTOR | | Management | | | | |
| | | | |
| | 1 GORDON T. HALL | | | | For | | For |
| | | | |
| | 2 JON A. MARSHALL | | | | For | | For |
| | | | |
2 | | APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE NOBLE CORPORATION 1991 STOCK OPTION AND RESTRICTED STOCK PLAN EFFECTIVE AS OF OCTOBER 29, 2009 | | Management | | For | | For |
FOSTER WHEELER AG
| | | | | | |
| | | |
Security | | H27178104 | | Meeting Type | | Special |
| | | |
Ticker Symbol | | FWLT | | Meeting Date | | 04-Nov-2009 |
| | | |
ISIN | | CH0018666781 | | Agenda | | 933150055 - Management |
| | | |
City | | | | Holding Recon Date | | 11-Sep-2009 |
| | | |
Country | | United States | | Vote Deadline Date | | 02-Nov-2009 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | ELECTION OF DIRECTOR: CLAYTON C. DALEY, JR. | | Management | | For | | For |
| | | | |
02 | | IN THE EVENT COUNTERPROPOSALS, ALTERATIONS OR AMENDMENTS OF THE AGENDA ITEMS OR OTHER MATTERS ARE RAISED AT THE EXTRAORDINARY GENERAL MEETING, I INSTRUCT THE APPOINTED PROXIES TO VOTE AS FOLLOWS. | | Management | | Against | | Against |
GOLD FIELDS LIMITED
| | | | | | |
| | | |
Security | | 38059T106 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | GFI | | Meeting Date | | 04-Nov-2009 |
| | | |
ISIN | | US38059T1060 | | Agenda | | 933158239 - Management |
| | | |
City | | | | Holding Recon Date | | 21-Oct-2009 |
| | | |
Country | | United States | | Vote Deadline Date | | 28-Oct-2009 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
O1 | | ADOPTION OF FINANCIAL STATEMENTS | | Management | | For | | |
| | | | |
O2 | | RE-ELECTION OF MS CA CAROLUS AS A DIRECTOR | | Management | | For | | |
| | | | |
O3 | | RE-ELECTION OF MR R DANINO AS A DIRECTOR | | Management | | For | | |
| | | | |
O4 | | RE-ELECTION OF MR AR HILL AS A DIRECTOR | | Management | | For | | |
| | | | |
O5 | | RE-ELECTION OF MR NJ HOLLAND AS A DIRECTOR | | Management | | For | | |
| | | | |
O6 | | RE-ELECTION OF MR RP MENELL AS A DIRECTOR | | Management | | For | | |
| | | | |
O7 | | PLACEMENT OF ORDINARY SHARES UNDER THE CONTROL OF THE DIRECTORS | | Management | | Against | | |
| | | | |
O8 | | PLACEMENT OF NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES UNDER THE CONTROL OF THE DIRECTORS | | Management | | For | | |
| | | | |
O9 | | ISSUING EQUITY SECURITIES FOR CASH | | Management | | For | | |
| | | | |
O10 | | AMENDMENTS TO THE GOLD FIELDS LIMITED 2005 SHARE PLAN | | Management | | For | | |
| | | | |
O11 | | AWARD OF RIGHTS TO NON-EXECUTIVE DIRECTORS UNDER THE GOLD FIELDS LIMITED 2005 NON-EXECUTIVE SHARE PLAN | | Management | | For | | |
| | | | |
O12 | | INCREASE OF NON-EXECUTIVE DIRECTORS’ FEES | | Management | | For | | |
| | | | |
S1 | | ACQUISITION OF COMPANY’S OWN SHARES | | Management | | For | | |
KAZMUNAIGAS EXPL & PRODTN JSC
| | | | | | |
| | | |
Security | | 48666V204 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 10-Nov-2009 |
| | | |
ISIN | | US48666V2043 | | Agenda | | 702109263 - Management |
| | | |
City | | TBA | | Holding Recon Date | | 23-Sep-2009 |
| | | |
Country | | Kazakhstan | | Vote Deadline Date | | 03-Nov-2009 |
| | | |
SEDOL(s) | | B1FKV75 - B1FSCP4 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1. | | Approve the acquisition of 33% participating interest in PetroKazakhstan Inc. from JSC NC KazManaiGas | | Management | | For | | For |
GUANGDONG INVESTMENT LTD
| | | | | | |
| | | |
Security | | Y2929L100 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 10-Dec-2009 |
| | | |
ISIN | | HK0270001396 | | Agenda | | 702150638 - Management |
| | | |
City | | WANCHAI | | Holding Recon Date | | 09-Dec-2009 |
| | | |
Country | | Hong Kong | | Vote Deadline Date | | 30-Nov-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. | | Approve, the acquisition [“Acquisition”] by the Company of: a] the entire issued share capital of Golden River Chain Limited [“Target Co”] from Chun Wai Consultants Limited [“Chun Wai”], and b] one or more shareholder’s loan[s] representing the aggregate of: i] HKD 515,711,000.00, being the amount due from Target Co to Chun Wai as at the date of the agreement [the “S&P Agreement”] dated 20 OCT 2009 between Chun Wai, the Company and GDH Limited in relation to the Acquisition; and ii] an amount equal to the aggregate of any and all Further Payment[s] [as specified] in the aggregate amount of not more than RMB 125,000,000.00 in accordance with the terms and conditions of the S&P Agreement; and the making of the Further Additional Capital Contribution [as specified] | | Management | | For | | For |
| | | | |
| | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ACTUAL RECORD DATE. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | |
COMPANHIA ENERGETICA DE MINAS GERAIS
| | | | | | |
| | | |
Security | | P2577R110 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 10-Dec-2009 |
| | | |
ISIN | | BRCMIGACNPR3 | | Agenda | | 702167443 - Management |
| | | |
City | | BELO HORIZONTE | | Holding Recon Date | | 08-Dec-2009 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 03-Dec-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 A-LLOWED. THANK YOU | | Non-Voting | | | | |
| | | | |
| | PLEASE NOTE THAT THE 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 a resignation, in accordance with the correspondence filed with the Company | | Management | | Against | | Against |
| | | | |
2. | | Guidance of a vote for the representatives of the Company Energetica de Minas-Gerais at the EGM’s of Cemig Distribuicao S.A. and Cemig Geracao E Transmissao-S.A. to be held on 10 DEC 2009, if the composition of the Board of Directors-of this Company is changed, in accordance with the previous item | | Non-Voting | | | | |
RANDGOLD RESOURCES LIMITED
| | | | | | |
| | | |
Security | | 752344309 | | Meeting Type | | Special |
| | | |
Ticker Symbol | | GOLD | | Meeting Date | | 16-Dec-2009 |
| | | |
ISIN | | US7523443098 | | Agenda | | 933171720 - Management |
| | | |
City | | | | Holding Recon Date | | 20-Nov-2009 |
| | | |
Country | | South Africa | | Vote Deadline Date | | 11-Dec-2009 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
O1 | | THAT THE PROPOSED ACQUISITION BY KIBALI (JERSEY) LIMITED OF SHARES IN KIBALI GOLDMINES S.P.R.L. BE AND IS HEREBY APPROVED. | | Management | | For | | |
CHINA HIGH SPEED TRANSMISSION EQUIPMENT GROUP CO L
| | | | | | |
| | | |
Security | | G2112D105 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 15-Jan-2010 |
| | | |
ISIN | | KYG2112D1051 | | Agenda | | 702184920 - Management |
| | | |
City | | HONG KONG | | Holding Recon Date | | 14-Jan-2010 |
| | | |
Country | | Cayman Islands | | Vote Deadline Date | | 05-Jan-2010 |
| | | |
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 | | Ratify and approve the Amended and Restated Equity Swap dated 06 NOV 2009 entered into between the Company and Morgan Stanley & Co, International Plc as specified, the terms thereof and the transactions contemplated there under in all respects and authorize any one Director of the Company, generally and unconditionally, to do all such further acts and things and to sign and execute all such other documents, instruments and agreements and to take such steps which in the opinion of the director may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of the Amended and Restated Equity Swap and the transactions contemplated thereunder | | Management | | For | | For |
| | | | |
S.2 | | Approve the proposed potential off-market repurchase by the Company of up to 12,612,707 ordinary shares of the Company as contemplated by the Amended and Restated Equity Swap “Share Repurchase” which represent up to approximately 1.01% of the existing issued share capital of the Company and authorize any one Director of the Company to do all such further acts and things and to sign and execute all such other documents, instruments and agreements and to take such steps which in the opinion of the Director may be necessary, appropriate, desirable or expedient to implement and/or give effect to the Share Repurchase | | Management | | For | | For |
| | | | |
| | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF ACTUAL RECORD DATE. IF Y-OU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLES-S YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | |
VINDA INTERNATIONAL HOLDINGS LTD
| | | | | | |
| | | |
Security | | G9361V108 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 01-Feb-2010 |
| | | |
ISIN | | KYG9361V1086 | | Agenda | | 702195860 - Management |
| | | |
City | | HONG KONG | | Holding Recon Date | | 29-Jan-2010 |
| | | |
Country | | Cayman Islands | | Vote Deadline Date | | 27-Jan-2010 |
| | | |
SEDOL(s) | | B1Z7648 - B235FQ6 | | 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. THANK YOU. | | Non-Voting | | | | |
| | | | |
1 | | Approve the grant of options pursuant to the Share Option Scheme of the Company adopted on 19 JUN 2007 the “Share Option Scheme” which will entitle Mr. Li Chao Wang to subscribe for 7,438,000 shares of the Company of HKD 0.10 each the “Options” the principal terms and conditions of which are set out in the circular of the Company dated 16 JAN 2010, ; and authorize the Directors of the Company to do all such acts, execute all such documents and deeds as they in their absolute discretion consider necessary, desirable or expedient to give effect to the foregoing | | Management | | Against | | Against |
ISRAEL CHEMICALS LTD
| | | | | | |
| | | |
Security | | M5920A109 | | Meeting Type | | Special General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 15-Feb-2010 |
| | | |
ISIN | | IL0002810146 | | Agenda | | 702197559 - Management |
| | | |
City | | TEL-AVIV | | Holding Recon Date | | 17-Jan-2010 |
| | | |
Country | | Israel | | Vote Deadline Date | | 04-Feb-2010 |
| | | |
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 EITHER 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 | | Non-Voting | | | | |
| | | | |
1 | | Approve the issue to the Chairman, Mr. Nir Gilad, of 800,000 options with an exercise price of NIS 53.1 vesting by 3 installments; the issue is in the frame of an issue 11 million options to 200 individuals including officers and senior executives; the economic value calculated by the Black & Schules method is NIS 14.8 million | | Management | | For | | For |
COMPANHIA DE SANEAMENTO DE MINAS GERAIS - COPASA
| | | | | | |
| | | |
Security | | P28269101 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 23-Feb-2010 |
| | | |
ISIN | | BRCSMGACNOR5 | | Agenda | | 702234523 - Management |
| | | |
City | | BELO HORIZONTE | | Holding Recon Date | | 19-Feb-2010 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 16-Feb-2010 |
| | | |
SEDOL(s) | | B0YBZJ2 - B1BYFV3 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
- | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS 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 ALLOWED. THANK YOU | | Non-Voting | | | | |
| | | | |
I. | | Approve the removal because of resignation and elect a Member to the Board of Directors of the Company, on the nomination of the majority shareholder | | Management | | For | | For |
| | | | |
II. | | Amend the Corporate By-Laws of the Company, as follows, Article 5, increase of the share capital of the Company, coming from the conversion of debentures, second issuance, into common shares, with the amount of the share capital of the Company increasing to BRL 2,636,459,548.98, totally subscribed for and paid in, represented by 115,299,504 common shares, all of which are nominative and have no par value | | Management | | For | | For |
| | | | |
III. | | Approve to enter into a Financing Agreement with Banco Nacional De Desenvolvimento Economico E Social, in the amount of BRL 244,600,000.00 | | Management | | For | | For |
| | | | |
IV. | | Approve the formalization of the Settlement and Offsetting Agreements with the municipality of Belo Horizonte, amounts owed by Copasa MG, in reference to the Service Tax ISSQN, Property Tax IPTU, auditing fees and others and credits of the Company, relative to invoices for the services of water supply and sewage | | Management | | For | | For |
LIGHT SA
| | | | | | |
| | | |
Security | | P63529104 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 26-Feb-2010 |
| | | |
ISIN | | BRLIGTACNOR2 | | Agenda | | 702238824 - Management |
| | | |
City | | RIO DE JANEIRO | | Holding Recon Date | | 24-Feb-2010 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 19-Feb-2010 |
| | | |
SEDOL(s) | | B0W1X34 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
- | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS 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 ALLOWED. THANK YOU | | Non-Voting | | | | |
| | | | |
1. | | Approve the signing of the addendum to the Light Servicos DE Eletricidade S.A. concession contract, in accordance with National Electrical Power Agency aneel order number 245 of 02 FEB 2010, published in the official gazetteer on 05 FEB 2010 | | Management | | For | | For |
SAMSUNG SDI CO LTD, SUWON
| | | | | | |
| | | |
Security | | Y74866107 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 19-Mar-2010 |
| | | |
ISIN | | KR7006400006 | | Agenda | | 702236729 - Management |
| | | |
City | | TBD | | Holding Recon Date | | 31-Dec-2009 |
| | | |
Country | | Korea, Republic Of | | Vote Deadline Date | | 05-Mar-2010 |
| | | |
SEDOL(s) | | 6771645 - B05PMH0 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
- | | IN THE KOREAN MARKET, THE VOTE OPTION OF ABSTAIN IS DETERMINED TO BE-ACCEPTABLE OR NOT IN ACCORDANCE WITH THE LOCAL SUB CUSTODIAN’S REGULATIONS.-PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO SEE IF THE RECIPIENT OF-YOUR VOTING INSTRUCTIONS WILL TREAT ABSTAIN AS A VALID VOTE OPTION. | | Non-Voting | | | | |
| | | | |
1. | | Approve the financial statements | | Management | | For | | For |
| | | | |
2. | | Amend the Articles of incorporation | | Management | | For | | For |
| | | | |
3. | | Election of Chihoon Choi as a Director (Inside Director) | | Management | | For | | For |
| | | | |
4. | | Approve the remuneration for the Director | | Management | | For | | For |
| | | | |
| | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF DIRECTOR NAME. IF YOU HA-VE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | |
LG CHEM LTD NEW
| | | | | | |
| | | |
Security | | Y52758102 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 19-Mar-2010 |
| | | |
ISIN | | KR7051910008 | | Agenda | | 702253941 - Management |
| | | |
City | | SEOUL | | Holding Recon Date | | 31-Dec-2009 |
| | | |
Country | | Korea, Republic Of | | Vote Deadline Date | | 09-Mar-2010 |
| | | |
SEDOL(s) | | 6346913 - B081VN4 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
- | | IN THE KOREAN MARKET, THE VOTE OPTION OF “ABSTAIN” IS DETERMINED TO BE-ACCEPTABLE OR NOT IN ACCORDANCE WITH THE LOCAL SUB CUSTODIAN’S REGULATIONS.-PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE TO SEE IF THE RECIPIENT OF-YOUR VOTING INSTRUCTIONS WILL TREAT “ABSTAIN” AS A VALID VOTE OPTION. | | Non-Voting | | | | |
| | | | |
1 | | Approve the financial statement: expected dividend: KRW 3,500 per 1 Ordinary Share, KRW 3,550 per 1 Preference Share | | Management | | For | | For |
| | | | |
2 | | Approve the partial amendment to Articles of Incorporation | | Management | | For | | For |
| | | | |
3 | | Election of Directors: Executive Director(1), Outside Directors(4) | | Management | | For | | For |
| | | | |
4 | | Election of Audit Committee Members: Outside Directors(3) | | Management | | For | | For |
| | | | |
5 | | Approve the limit of remuneration for Directors | | Management | | For | | For |
LIGHT SA
| | | | | | |
| | | |
Security | | P63529104 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 22-Mar-2010 |
| | | |
ISIN | | BRLIGTACNOR2 | | Agenda | | 702286875 - Management |
| | | |
City | | RIO DE JANEIRO | | Holding Recon Date | | 18-Mar-2010 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 12-Mar-2010 |
| | | |
SEDOL(s) | | B0W1X34 | | 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 | | | | |
| | | | |
1 | | Ratify the payment of dividends which was made from 27 NOV 2009 | | Management | | For | | For |
| | | | |
2 | | Amend the Articles 11, 12, 15 and 16 of the Company’s By-laws, to restructure the Executive Board, their duties and responsibilities | | Management | | For | | For |
KAZMUNAIGAS EXPL & PRODTN JSC
| | | | | | |
| | | |
Security | | 48666V204 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 26-Mar-2010 |
| | | |
ISIN | | US48666V2043 | | Agenda | | 702271406 - Management |
| | | |
City | | TBD | | Holding Recon Date | | 01-Feb-2010 |
| | | |
Country | | Kazakhstan | | Vote Deadline Date | | 17-Mar-2010 |
| | | |
SEDOL(s) | | B1FKV75 - B1FSCP4 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
- | | PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS RESOLUTION REGARDING THE-ELECTION OF DIRECTORS. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS-MEETING. PLEASE NOTE THAT ONLY A VOTE “FOR” THE DIRECTOR WILL BE CUMULATED.-PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS. | | Non-Voting | | | | |
| | | | |
1.1 | | Election of Askar Balzhanov as a Member to the Board of Directors of | | Management | | Abstain | | Against |
| | | | |
1.2 | | Election of Tolegen Bozzhanov as a Member to the Board of Directors of | | Management | | Abstain | | Against |
| | | | |
1.3 | | Election of Yerzhan Zhangaulov as a Member to the Board of Directors of | | Management | | Abstain | | Against |
| | | | |
1.4 | | Election of Kenzhebek Ibrashev as a Member to the Board of Directors of | | Management | | Abstain | | Against |
| | | | |
1.5 | | Election of Paul Manduca as an Independent Director to the Board of Directors | | Management | | For | | For |
| | | | |
1.6 | | Election of Assiya Syrgabekova as a Member to the Board of Directors of | | Management | | Abstain | | Against |
| | | | |
1.7 | | Election of Edward Walshe as an Independent Director to the Board of | | Management | | For | | For |
| | | | |
2 | | Approve to determine the term of appointment of the Board of Directors equal to 3 years, which expires on the date of a general meeting of shareholders to elect the new Board of Directors | | Management | | For | | For |
BANPU PUBLIC CO LTD
| | | | | | |
| | | |
Security | | Y0697Z111 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 02-Apr-2010 |
| | | |
ISIN | | TH0148010018 | | Agenda | | 702265263 - Management |
| | | |
City | | BANGKOK | | Holding Recon Date | | 11-Mar-2010 |
| | | |
Country | | Thailand | | Vote Deadline Date | | 30-Mar-2010 |
| | | |
SEDOL(s) | | 5271500 - 6075864 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | Acknowledge the minutes of the AGM for the year 2009 | | Management | | For | | For |
| | | | |
2 | | Acknowledge the performance of the Company for the year 2009 and adopt the Directors’ report for the performance of the Company for the YE on 31 DEC 2009 | | Management | | For | | For |
| | | | |
3 | | Approve the balance sheet and the profit and loss statements for the YE on 31 DEC 2009 | | Management | | For | | For |
| | | | |
4 | | Approve the distribution of annual profits | | Management | | For | | For |
| | | | |
5.a | | Approve the appointments of Directors in place of those retiring by rotation | | Management | | For | | For |
| | | | |
5.b | | Approve the Directors’ remunerations | | Management | | For | | For |
| | | | |
6 | | Appointment of the Company’s Auditor and approve to fix his/her remuneration | | Management | | For | | For |
| | | | |
7 | | Other businesses | | Management | | Against | | Against |
SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.)
| | | | | | |
| | | |
Security | | 806857108 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | SLB | | Meeting Date | | 07-Apr-2010 |
| | | |
ISIN | | AN8068571086 | | Agenda | | 933201395 - Management |
| | | |
City | | | | Holding Recon Date | | 17-Feb-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 06-Apr-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | DIRECTOR | | Management | | | | |
| | | | |
| | 1 P. CAMUS | | | | For | | For |
| | | | |
| | 2 J.S. GORELICK | | | | For | | For |
| | | | |
| | 3 A. GOULD | | | | For | | For |
| | | | |
| | 4 T. ISAAC | | | | For | | For |
| | | | |
| | 5 N. KUDRYAVTSEV | | | | For | | For |
| | | | |
| | 6 A. LAJOUS | | | | For | | For |
| | | | |
| | 7 M.E. MARKS | | | | For | | For |
| | | | |
| | 8 L.R. REIF | | | | For | | For |
| | | | |
| | 9 T.I. SANDVOLD | | | | For | | For |
| | | | |
| | 10 H. SEYDOUX | | | | For | | For |
| | | | |
| | 11 P. CURRIE | | | | For | | For |
| | | | |
| | 12 K.V. KAMATH | | | | For | | For |
| | | | |
02 | | PROPOSAL TO ADOPT AND APPROVE FINANCIALS AND DIVIDENDS. | | Management | | For | | For |
| | | | |
03 | | PROPOSAL TO APPROVE THE ADOPTION OF THE SCHLUMBERGER 2010 STOCK INCENTIVE PLAN. | | Management | | For | | For |
| | | | |
04 | | PROPOSAL TO APPROVE THE ADOPTION OF AN AMENDMENT TO THE SCHLUMBERGER DISCOUNTED STOCK PURCHASE PLAN. | | Management | | For | | For |
| | | | |
05 | | PROPOSAL TO APPROVE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | Management | | For | | For |
RIO TINTO PLC
| | | | | | |
| | | |
Security | | G75754104 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 15-Apr-2010 |
| | | |
ISIN | | GB0007188757 | | Agenda | | 702300358 - Management |
| | | |
City | | LONDON | | Holding Recon Date | | 13-Apr-2010 |
| | | |
Country | | United Kingdom | | Vote Deadline Date | | 09-Apr-2010 |
| | | |
SEDOL(s) | | 0718875 - 4718699 - 5725676 - 6720595 - B02T7C5 - B0CRGK0 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | Receive the Company’s financial statements and the report of the Directors and Auditors for the YE 31 DEC 2009 | | Management | | For | | For |
| | | | |
2 | | Recieve the remuneration report for the YE 31 DEC 2009 as set out in the 2009 annual report | | Management | | Against | | Against |
| | | | |
3 | | Election of Robert Brown as a Director | | Management | | For | | For |
| | | | |
4 | | Election of Ann Godbehere as a Director | | Management | | For | | For |
| | | | |
5 | | Election of Sam Walsh as a Director | | Management | | For | | For |
| | | | |
6 | | Re-election of Guy Elliott as a Director | | Management | | For | | For |
| | | | |
7 | | Re-elect Michael Fitzpatrick as a Director | | Management | | For | | For |
| | | | |
8 | | Re-elect Lord Kerr as a Director | | Management | | For | | For |
| | | | |
9 | | Re-appointment of PricewaterhouseCoopers LLP as Auditors of the Company to hold office until the conclusion of the next AGM at which accounts are laid before the Company and to authorize the Audit Committee to determine the Auditors’ remuneration | | Management | | For | | For |
| | | | |
10 | | Authorize the Directors pursuant to and in accordance with Section 551 of the Companies Act 2006 the 2006 Act to exercise all the powers of the Company to allot shares or grant rights to subscribe for or convert any securities into shares: i) up to an aggregate nominal amount of GBP 50,321,000; ii) comprising equity securities as specified in the 2006 Act up to a further nominal amount of GBP 50,321,000 in connection with an offer by way of a rights issue; such authorities to apply in substitution for all previous authorities pursuant to Section 80 of the Companies Act 1985 and to expire on the later of 15 APR 2011 and the date of the 2011 AGM but, in each case, so that the Company may make offers and enter into agreements during this period which would, or might, require shares to be allotted or rights to subscribe for or to CONTD.. | | Management | | Against | | Against |
| | | | |
- | | ..CONTD convert any security into shares to be granted after the authority-ends as specified | | Non-Voting | | | | |
| | | | |
11 | | Authorize the Directors, subject to the passing of Resolution 10 above, to allot equity securities as specified in the 2006 Act wholly for cash: i) pursuant to the authority given by Paragraph (i) of Resolution 10 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the 2006 Act in each case: a) in connection with a pre-emptive offer; and b) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of GBP 9,803,000; and ii) pursuant to the authority given by Paragraph (ii) of Resolution 10 above in connection with a rights issue, as if Section 561(1) of the 2006 Act did not apply to any such allotment; such authority shall expire on the later of 15 APR 2011 and the date of the 2011 AGM, but so that the Company may make offers and enter into CONTD.. | | Management | | For | | For |
| | | | | | | | |
| | | | |
- | | ..CONTD agreements during this period which would, or might, require equity-securities to be allotted after the power ends and the Board may allot equity-securities under any such offer or agreement as if the power had not ended as-specified | | Non-Voting | | | | |
| | | | |
- | | ..CONTD fractional entitlements, record dates or legal, regulatory or-practical problems in, or under the laws of, any territory; c) reference to-an allotment of equity securities shall include a sale of treasury shares;-and d) the nominal amount of any securities shall be taken to be, in the case-of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to-such rights | | Non-Voting | | | | |
| | | | |
12 | | Authorize: (a) the Company, Rio Tinto Limited and any subsidiaries of Rio Tinto Limited, to purchase ordinary shares of 10p each issued by the Company RTP Ordinary Shares , such purchases to be made in the case of the Company by way of market purchase as specified in Section 693 of the 2006 Act , provided that this authority shall be limited: i) so as to expire on the later of 15 APR 2011 and the date of the 2011 AGM, unless such authority is renewed prior to that time except in relation to the purchase of RTP ordinary shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry ; ii) so that the number of RTP ordinary shares which may be purchased pursuant to this authority shall not exceed 152,488,000; iii) so that the maximum price payable CONTD. | | Management | | For | | For |
| | | | |
- | | ..CONTD for each such RTP Ordinary Share shall be not more than 5% above the-average of the middle market quotations for RTP ordinary shares as derived-from the London Stock Exchange Daily Official List during the period of five-business days immediately prior to such purchase; and iv) so that the minimum- price payable for each such RTP ordinary share shall be 10p; and b) the-Company be and is hereby authorized for the purpose of Section 694 of the-2006 Act to purchase off-market from Rio Tinto Limited and any of its-subsidiaries any RTP ordinary shares acquired under the authority set out-under (a) above pursuant to one or more contracts between the Company and Rio-Tinto Limited on the terms of the form of contract which has been produced to-the meeting and is for the purpose of identification CONTD.. | | Non-Voting | | | | |
| | | | |
- | | ..CONTD marked A and initialled by the Chairman each, a Contract and such-contracts be hereby approved, provided that: i) such authorization shall-expire on the later of 15 APR 2011 and the date of the 2011 AGM; ii) the-maximum total number of RTP ordinary shares to be purchased pursuant to-contracts shall be 152,488,000; and iii) the price of RTP ordinary shares-purchased pursuant to a contract shall be an aggregate price equal to the- average of the middle market quotations for RTP ordinary shares as derived-from the London Stock Exchange Daily Official List during the period of five-business days immediately prior to such purchase multiplied by the number of-RTP ordinary shares the subject of the contract or such lower aggregate price-as may be agreed between the Company and Rio Tinto Limited, being not less-than one penny | | Non-Voting | | | | |
| | | | |
13 | | Approve the general meeting other than an AGM may be called on not less than 14 clear days notice | | Management | | Against | | Against |
COAL & ALLIED INDUSTRIES LTD CNA, LEMINGTON
| | | | | | |
| | | |
Security | | Q25758105 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 16-Apr-2010 |
| | | |
ISIN | | AU000000CNA2 | | Agenda | | 702291977 - Management |
| | | |
City | | SYDNEY | | Holding Recon Date | | 14-Apr-2010 |
| | | |
Country | | Australia | | Vote Deadline Date | | 08-Apr-2010 |
| | | |
SEDOL(s) | | 6206200 - B603NZ6 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
- | | VOTING EXCLUSIONS APPLY TO THIS MEETING FOR PROPOSAL 4 AND VOTES CAST BY ANY-INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S-WILL BE DISREGARDED. HENCE, IF YOU HAVE OBTAINED BENEFIT OR DO EXPECT TO-OBTAIN FUTURE BENEFIT YOU SHOULD NOT VOTE OR VOTE “ABSTAIN” FOR THE-RELEVANT PROPOSAL ITEMS. | | Non-Voting | | | | |
| | | | |
1 | | To receive and consider the financial report, Directors’ report and Auditor’s-report for the YE 31 DEC 2009 as set out in the annual report | | Non-Voting | | | | |
| | | | |
2 | | Re-elect Mr. C. Renwick as a Director, who retires in accordance with Section 71(a) of the Company’s Constitution | | Management | | Against | | Against |
| | | | |
3 | | Approve the remuneration report for the YE 31 DEC 2009 | | Management | | Against | | Against |
| | | | |
S.4 | | Approve, for the purposes of Section 256C(2) of the Corporations Act 2001, to cancel and extinguish 1,857,180 preference shares issued in the capital of the Company the “Preference Shares” , being all the preference shares issued by the Company at the date of this Notice of Meeting, in consideration for the payment by the Company to each person who is registered as a holder of a Preference Share on the Record Date of the sum of AUD 1.50 cash for that Preference Share, such payment as specified and aggregating approximately AUD 2,785,770 for all the preference shares | | Management | | For | | For |
| | | | |
- | | Any other business | | Non-Voting | | | | |
PT TAMBANG BATUBARA BUKIT ASAM (PERSERO) TBK
| | | | | | |
| | | |
Security | | Y8520P101 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 21-Apr-2010 |
| | | |
ISIN | | ID1000094006 | | Agenda | | 702333876 - Management |
| | | |
City | | JAKARTA | | Holding Recon Date | | 05-Apr-2010 |
| | | |
Country | | Indonesia | | Vote Deadline Date | | 14-Apr-2010 |
| | | |
SEDOL(s) | | 6565127 - B01ZJG2 - B0302P5 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | Receive the annual report and ratify the financial statement for year end 2009 and acquit et de charge the Board of Director and the Commissioner | | Management | | For | | For |
| | | | |
2 | | Approve the partnership and Environment Building Program report and acquit et de charge the Board of Director and the Commissioner on the Supervisory actions | | Management | | For | | For |
| | | | |
3 | | Approve to determine 2009 profit allocation | | Management | | For | | For |
| | | | |
4 | | Approve to determine the Board of Director and Commissioner salary and allowances | | Management | | For | | For |
| | | | |
5 | | Appointment of public account to audit 2010 partnership and environment | | Management | | For | | For |
| | | | |
6 | | Approve to change Company’s Article of Association regarding affiliation transaction and conflict interest | | Management | | Against | | Against |
TECK RESOURCES LIMITED
| | | | | | |
| | | |
Security | | 878742204 | | Meeting Type | | MIX |
| | | |
Ticker Symbol | | | | Meeting Date | | 22-Apr-2010 |
| | | |
ISIN | | CA8787422044 | | Agenda | | 702311200 - Management |
| | | |
City | | VANCONVER | | Holding Recon Date | | 01-Mar-2010 |
| | | |
Country | | Canada | | Vote Deadline Date | | 16-Apr-2010 |
| | | |
SEDOL(s) | | 2124533 - 2879327 - 5709108 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
- | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE IN “FAVOR” OR “AGAINST”-ONLY FOR RESOLUTION “3” AND “IN FAVOR” OR “ABSTAIN” FOR RESOLUTION NUMBERS-”1.1-1.14” AND “2”. THANK YOU. | | Non-Voting | | | | |
| | | | |
- | | Receive the Annual Report of the Corporation containing the audited-consolidated financial statements of the Corporation for the FYE 31 DEC 2009-and the report of the Auditors thereon | | Non-Voting | | | | |
| | | | |
1.1 | | Election of M.M. Ashar as a Director | | Management | | For | | For |
| | | | |
1.2 | | Election of J. B. Aune as a Director | | Management | | For | | For |
| | | | |
1.3 | | Election of J. H. Bennett as a Director | | Management | | For | | For |
| | | | |
1.4 | | Election of H. J. Bolton as a Director | | Management | | For | | For |
| | | | |
1.5 | | Election of F. P. Chee as a Director | | Management | | For | | For |
| | | | |
1.6 | | Election of J. L. Cockwell as a Director | | Management | | For | | For |
| | | | |
1.7 | | Election of N. B. Keevil as a Director | | Management | | For | | For |
| | | | |
1.8 | | Election of N. B. Keevil III as a Director | | Management | | For | | For |
| | | | |
1.9 | | Election of T. Kuriyama as a Director | | Management | | For | | For |
| | | | |
1.10 | | Election of D. R. Lindsay as a Director | | Management | | For | | For |
| | | | |
1.11 | | Election of T. Mochihara as a Director | | Management | | For | | For |
| | | | |
1.12 | | Election of J. G. Rennie as a Director | | Management | | For | | For |
| | | | |
1.13 | | Election of W.S.R. Seyffert as a Director | | Management | | For | | For |
| | | | |
1.14 | | Election of C. M. Thompson as a Director | | Management | | For | | For |
| | | | |
2 | | Appointment of PricewaterhouseCoopers LLP as the Auditors and authorize the | | Management | | For | | For |
| | | | |
3 | | Approve the adoption of the 2010 Stock Option Plan of the Corporation | | Management | | For | | For |
| | | | |
- | | Transact such other business | | Non-Voting | | | | |
CELANESE CORPORATION
| | | | | | |
| | | |
Security | | 150870103 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | CE | | Meeting Date | | 22-Apr-2010 |
| | | |
ISIN | | US1508701034 | | Agenda | | 933199475 - Management |
| | | |
City | | | | Holding Recon Date | | 24-Feb-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 21-Apr-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1A | | ELECTION OF DIRECTOR: MR. DAVID N. WEIDMAN | | Management | | For | | For |
| | | | |
1B | | ELECTION OF DIRECTOR: MR. MARK C. ROHR | | Management | | For | | For |
| | | | |
1C | | ELECTION OF DIRECTOR: MS. FARAH M. WALTERS | | Management | | For | | For |
| | | | |
02 | | TO RATIFY THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010. | | Management | | For | | For |
PETROLEO BRASILEIRO S.A. - PETROBRAS
| | | | | | |
| | | |
Security | | 71654V408 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | PBR | | Meeting Date | | 22-Apr-2010 |
| | | |
ISIN | | US71654V4086 | | Agenda | | 933245284 - Management |
| | | |
City | | | | Holding Recon Date | | 01-Apr-2010 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 19-Apr-2010 |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
O1 | | MANAGEMENT REPORT, FINANCIAL STATEMENTS AND AUDIT COMMITTEE’S OPINION FOR THE FISCAL YEAR 2009 | | Management | | For | | For |
| | | | |
O2 | | CAPITAL EXPENDITURE BUDGET FOR THE FISCAL YEAR 2010 | | Management | | For | | For |
| | | | |
O3 | | DISTRIBUTION OF RESULTS FOR THE FISCAL YEAR 2009 | | Management | | For | | For |
| | | | |
O4 | | ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS | | Management | | Abstain | | Against |
| | | | |
O5 | | ELECTION OF CHAIRMAN OF THE BOARD OF DIRECTORS | | Management | | Abstain | | Against |
| | | | |
O6 | | ELECTION OF MEMBERS OF THE AUDIT BOARD AND THEIR RESPECTIVE SUBSTITUTES | | Management | | Abstain | | Against |
| | | | |
O7 | | ESTABLISHMENT OF THE COMPENSATION OF MANAGEMENT AND EFFECTIVE MEMBERS OF THE AUDIT COMMITTEE, AS WELL AS THEIR PARTICIPATION IN THE PROFITS PURSUANT TO ARTICLES 41 AND 56 OF THE BYLAWS. | | Management | | Against | | Against |
| | | | |
E1 | | INCREASE IN THE CAPITAL STOCK THROUGH THE INCORPORATION OF PART OF THE REVENUE RESERVES AND PROFIT RESERVES. | | Management | | For | | For |
| | | | |
E2 | | THE WAIVER OF THE PREFERENCE RIGHT AT THE QUATTOR PARTICIPACOES S.A. EQUITY ISSUANCE, AS A RESULT OF THE ACQUISITION OF THE STAKES HELD BY UNIAO DE INDUSTRIAS PETROQUIMICAS S.A. | | Management | | For | | For |
PT ADARO ENERGY TBK
| | | | | | |
| | | |
Security | | Y7087B109 | | Meeting Type | | MIX |
| | | |
Ticker Symbol | | | | Meeting Date | | 23-Apr-2010 |
| | | |
ISIN | | ID1000111305 | | Agenda | | 702299694 - Management |
| | | |
City | | JAKARTA | | Holding Recon Date | | 07-Apr-2010 |
| | | |
Country | | Indonesia | | Vote Deadline Date | | 16-Apr-2010 |
| | | |
SEDOL(s) | | B3BQFC4 - B3BQG54 - B3NMWY1 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
A.1 | | Approve the annual report and ratify the consolidated financial report of the Company for the year 2009 | | Management | | For | | For |
| | | | |
A.2 | | Approve the profit allocation for 2009 | | Management | | For | | For |
| | | | |
A.3 | | Appointment of the Public Accountant | | Management | | For | | For |
| | | | |
A.4 | | Approve to determine the honorarium or salary and other allowances for the Commissioners and Directors | | Management | | For | | For |
| | | | |
A.5 | | Receive the other report related to Company’s activities | | Management | | For | | For |
| | | | |
E.1 | | Approve to change the composition of the Board of Commissioners | | Management | | Abstain | | Against |
TRACTEBEL ENERGIA SA, FLORIANOPOLIS
| | | | | | |
| | | |
Security | | P9208W103 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 23-Apr-2010 |
| | | |
ISIN | | BRTBLEACNOR2 | | Agenda | | 702340237 - Management |
| | | |
City | | FLORIANOPOLIS | | Holding Recon Date | | 21-Apr-2010 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 15-Apr-2010 |
| | | |
SEDOL(s) | | 2249908 - B07C763 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
- | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS 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 ALLOWED. THANK YOU | | Non-Voting | | | | |
| | | | |
1 | | Approve to take the accounts of the Directors, to examine, discuss and vote the financial statements relating to FYE 31 DEC 2009 | | Management | | For | | For |
| | | | |
2 | | Approve the capital budget for retention of profit | | Management | | For | | For |
| | | | |
3 | | Approve the destination of the year end results and to distribute dividends | | Management | | For | | For |
| | | | |
4 | | Approve to deliberate on the participation of the employees in the relating to FYE 31 DEC 2009 | | Management | | Against | | Against |
| | | | |
5 | | Approve to set the directors and finance committee global remuneration | | Management | | Against | | Against |
| | | | |
6 | | Election of the members of the finance committee and substitutes | | Management | | For | | For |
| | | | |
7 | | Approve to take cognizance of the resignation of a substitute of the Board of Directors | | Management | | For | | For |
| | | | |
8 | | Election of the members of the Board of Directors and substitutes | | Management | | For | | For |
| | | | |
9 | | Approve to decide on the newspapers in which company notices will be published | | Management | | For | | For |
TRACTEBEL ENERGIA SA, FLORIANOPOLIS
| | | | | | |
| | | |
Security | | P9208W103 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 23-Apr-2010 |
| | | |
ISIN | | BRTBLEACNOR2 | | Agenda | | 702345934 - Management |
| | | |
City | | FLORIANOPOLIS | | Holding Recon Date | | 21-Apr-2010 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 15-Apr-2010 |
| | | |
SEDOL(s) | | 2249908 - B07C763 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
| | “PLEASE NOTE THAT VOTES ‘IN FAVOR’ AND ‘AGAINST’ IN THE SAME AGENDA ITEM ARE N-OT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE-ALLOWED. 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 | | | | |
| | | | |
1 | | Approve the renewal of the contract for the provision of services of services with the controlling shareholder Suez Tractebel S.A. | | Management | | For | | For |
COMPANHIA DE SANEAMENTO DE MINAS GERAIS - COPASA
| | | | | | |
| | | |
Security | | P28269101 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 27-Apr-2010 |
| | | |
ISIN | | BRCSMGACNOR5 | | Agenda | | 702357193 - Management |
| | | |
City | | TBA | | Holding Recon Date | | 23-Apr-2010 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 19-Apr-2010 |
| | | |
SEDOL(s) | | B0YBZJ2 - B1BYFV3 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
- | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS 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 ALLOWED. THANK YOU | | Non-Voting | | | | |
| | | | |
I | | Approve to take knowledge of the Director accounts, to examine, discuss and approve the financial statements for the FY ending 31 DEC 2009 | | Management | | For | | For |
| | | | |
II | | Approve the allocation of the net profit for the FYE on 31 DEC 2009, 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 | | For | | For |
| | | | |
III | | Approve the Investment Plan of Copasa Mg, under the terms of the Article 196 2 of Federal Law 640476 | | Management | | For | | For |
| | | | |
IV | | Election of the Members of the Board of Directors and Finance Committee | | Management | | For | | For |
COMPANHIA DE SANEAMENTO DE MINAS GERAIS - COPASA
| | | | | | |
| | | |
Security | | P28269101 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 27-Apr-2010 |
| | | |
ISIN | | BRCSMGACNOR5 | | Agenda | | 702357458 - Management |
| | | |
City | | STO ANTONIO | | Holding Recon Date | | 23-Apr-2010 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 19-Apr-2010 |
| | | |
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 | | | | |
| | | | |
1. | | Amend the Corporate Bylaws of the Company as follows, Article 5, increase of the share capital of the Company, coming from the conversion of debentures, second issuance, into common shares, with the share capital of the Company increasing to BRL 2,636,459,548.98, fully subscribed for and paid in, represented by 115,299,504 common shares, all of which are nominative and have no par value | | Management | | For | | For |
COMPANHIA DE SANEAMENTO DE MINAS GERAIS - COPASA
| | | | | | |
| | | |
Security | | P28269101 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 27-Apr-2010 |
| | | |
ISIN | | BRCSMGACNOR5 | | Agenda | | 702358397 - Management |
| | | |
City | | STO ANTONIA | | Holding Recon Date | | 23-Apr-2010 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 19-Apr-2010 |
| | | |
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 | | | | |
| | | | |
1. | | 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 |
GOLDEN AGRI-RESOURCES LTD.
| | | | | | |
| | | |
Security | | ADPV11073 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 27-Apr-2010 |
| | | |
ISIN | | MU0117U00026 | | Agenda | | 702359060 - Management |
| | | |
City | | SINGAPORE | | Holding Recon Date | | 23-Apr-2010 |
| | | |
Country | | Mauritius | | Vote Deadline Date | | 20-Apr-2010 |
| | | |
SEDOL(s) | | 6164472 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | Received and adopt the audited financial statements for the YE 31 DEC 2009 together with the Directors’ and the Auditors’ reports thereon | | Management | | For | | For |
| | | | |
2 | | Declare a first and final dividend of SGD 0.00495 per ordinary share for the YE 31 DEC 2009 | | Management | | Abstain | | Against |
| | | | |
3 | | Approve the Directors’ fees of SGD 258,336 for the YE 31 DEC 2009 | | Management | | For | | For |
| | | | |
4 | | Re-elect Mr. Frankle Djafar Widjaja as a Director, who retires by rotation pursuant to Article 90 of the Constitution of the Company | | Management | | For | | For |
| | | | |
5 | | Re-elect Mr. Simon Lim as a Director who retires by rotation pursuant to Article 90 of the Constitution of the Company | | Management | | For | | For |
| | | | |
6 | | Re-elect Mr. Hong Pian Tee as a Director who retires by rotation pursuant to Article 90 of the Constitution of the Company | | Management | | Against | | Against |
| | | | |
7 | | Re-appoint Moore Stephens LLP as the Auditors and authorize the Directors to fix their remuneration | | Management | | Abstain | | Against |
| | | | | | | | |
| | | | |
8 | | Authorize the Directors of the Company, pursuant to The Companies Act 2001 of Mauritius and the Listing Rules of the Singapore Exchange Securities Trading Limited, to allot and issue (including the allotment and issue of shares and convertible securities pursuant to offers, agreements or options made or granted by the Company while this authority remains in force) or otherwise dispose of shares in the Company (including making and granting offers, agreements and options which would or which might require shares and convertible securities to be allotted, issued or otherwise disposed of) at any time, whether during the continuance of such authority or thereafter, to such persons, upon such terms and conditions and for such purposes as the Directors CONTD. | | Management | | For | | For |
| | | | |
- | | CONTD. may in their absolute discretion deem fit without first offering such-shares and convertible securities to the members of the Company provided that-the aggregate number of shares and convertible securities to be issued-pursuant to this Resolution shall not exceed 50% of the issued share capital-of the Company (excluding treasury shares) at the date of this Resolution,-and provided further that where members of the Company with registered-addresses in Singapore are not given an opportunity to participate in the-same on a pro-rata basis, then the shares and convertible securities to be-issued under such circumstances shall not exceed 20% of the issued share-capital of the Company (excluding treasury shares) at the date of this-Resolution | | Non-Voting | | | | |
| | | | |
9 | | Authorize the Directors of the Company, subject to and pursuant to the share issue mandate in Resolution 8 above being obtained, and notwithstanding the 50% limit in Resolution 8 above, that pursuant to The Companies Act 2001 of Mauritius and in accordance with and subject to the requirements of the Singapore Exchange Securities Trading Limited, to allot and issue shares in the Company at any time by way of a pro-rata renounceable rights issue to shareholders of the Company upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit provided that the aggregate number of shares to be issued pursuant to this Resolution shall not exceed 100% of the issued share capital of the Company (excluding treasury shares) at the date of this Resolution | | Management | | Against | | Against |
| | | | |
10 | | Authorize the Directors of the Company, subject to and pursuant to the share issue mandate in Resolution 8 above being obtained, to allot and issue new shares on a non pro-rata basis 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 20% discount to the weighted average price per share determined in accordance with the requirements of the Singapore Exchange Securities Trading Limited | | Management | | Against | | Against |
| | | | |
11 | | Authorize the Directors of the Company of all the powers of the Company, for the purposes of The Companies Act 2001 of Mauritius (the Act), to purchase or otherwise acquire ordinary shares (Shares) in the issued share capital of the Company not exceeding in aggregate the Prescribed Limit (as specified), at such price or price as may be determined by the Directors from time to time up to the Maximum Price (as specified), whether by way of: market purchases (each a Market Purchase) on the Singapore Exchange Securities Trading Limited (SGX-ST); and/or off-market purchases (each an Off-Market Purchase) effected in accordance with any equal access schemes as may be determined or formulated by the Directors as they consider fit, which schemes shall satisfy all the conditions prescribed by the Act, and otherwise in accordance with all other laws, regulations and rules of the SGX-ST as may for the time CONTD. | | Management | | For | | For |
| | | | | | | | |
| | | | |
- | | CONTD. being be applicable, and approved generally and unconditionally (the-Share Purchase Mandate); Authority expires the earlier of the next AGM of-the Company is held; or the date by which the next AGM of the Company is-required by law to be held ; and authorize the Directors of the Company to-complete and do all such acts and things (including executing such documents-as may be required) as they may consider expedient or necessary to give-effect to the transactions contemplated by this Resolution | | Non-Voting | | | | |
| | | | |
12 | | Approve that pursuant to Chapter 9 of the Listing Manual of the Singapore Exchange Securities Trading Limited, approval be given to the Company, its subsidiaries and associated companies that are not listed on the Singapore Exchange Securities Trading Limited or an approved exchange, provided that the Company and its subsidiaries (the Group), or the Group and its interested person(s), has control over the associated companies, or any of them to enter into any of the transactions falling within the types of Interested Person Transactions, particulars of which are set as specified, with any CONTD. | | Management | | For | | For |
| | | | |
- | | CONTD. party who is of the class of Interested Persons as specified; provided-that such transactions are carried out in the ordinary course of business and-in accordance with the guidelines of the Company for Interested Person-Transactions as specified; that the IPT Mandate shall, unless revoked or-varied by the Company in members meeting, continue in force until the next- AGM of the Company; and authorize the Directors of the Company to complete-and do all such acts and things (including executing all such documents as-may be required) as they may consider expedient or necessary or in the-interests of the Company to give effect to the IPT Mandate and/or this-Resolution | | Non-Voting | | | | |
CABOT OIL & GAS CORPORATION
| | | | | | |
| | | |
Security | | 127097103 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | COG | | Meeting Date | | 27-Apr-2010 |
| | | |
ISIN | | US1270971039 | | Agenda | | 933209264 - Management |
| | | |
City | | | | Holding Recon Date | | 09-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 26-Apr-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
I1 | | ELECTION OF DIRECTOR: DAVID M. CARMICHAEL | | Management | | For | | For |
| | | | |
I2 | | ELECTION OF DIRECTOR: ROBERT L. KEISER | | Management | | For | | For |
| | | | |
II | | TO RATIFY THE APPOINTMENT OF THE FIRM PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR ITS 2010 FISCAL YEAR. | | Management | | For | | For |
| | | | |
III | | TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING. | | Shareholder | | Against | | For |
BARRICK GOLD CORPORATION
| | | | | | |
| | | |
Security | | 067901108 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | ABX | | Meeting Date | | 28-Apr-2010 |
| | | |
ISIN | | CA0679011084 | | Agenda | | 933213908 - Management |
| | | |
City | | | | Holding Recon Date | | 03-Mar-2010 |
| | | |
Country | | Canada | | Vote Deadline Date | | 26-Apr-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
01 | | DIRECTOR | | Management | | | | |
| | | | |
| | 1 H.L. BECK | | | | For | | For |
| | | | |
| | 2 C.W.D. BIRCHALL | | | | For | | For |
| | | | |
| | 3 D.J. CARTY | | | | For | | For |
| | | | |
| | 4 G. CISNEROS | | | | For | | For |
| | | | |
| | 5 M.A. COHEN | | | | For | | For |
| | | | |
| | 6 P.A. CROSSGROVE | | | | Withheld | | Against |
| | | | |
| | 7 R.M. FRANKLIN | | | | Withheld | | Against |
| | | | |
| | 8 J.B. HARVEY | | | | Withheld | | Against |
| | | | |
| | 9 B. MULRONEY | | | | Withheld | | Against |
| | | | |
| | 10 A. MUNK | | | | For | | For |
| | | | |
| | 11 P. MUNK | | | | For | | For |
| | | | |
| | 12 A.W. REGENT | | | | For | | For |
| | | | |
| | 13 N.P. ROTHSCHILD | | | | For | | For |
| | | | |
| | 14 S.J. SHAPIRO | | | | For | | For |
| | | | |
02 | | RESOLUTION APPROVING THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE AUDITORS OF BARRICK AND AUTHORIZING THE DIRECTORS TO FIX THEIR REMUNERATION. | | Management | | For | | For |
| | | | |
03 | | ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION APPROACH. | | Management | | Against | | Against |
COMPANHIA ENERGETICA DE MINAS GERAIS
| | | | | | |
| | | |
Security | | P2577R110 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 29-Apr-2010 |
| | | |
ISIN | | BRCMIGACNPR3 | | Agenda | | 702323558 - Management |
| | | |
City | | BELO HORIZONTE | | Holding Recon Date | | 27-Apr-2010 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 22-Apr-2010 |
| | | |
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-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS 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 ALLOWED. THANK YOU | | Non-Voting | | | | |
| | | | |
- | | PLEASE NOTE THAT THE PREFERRED SHAREHOLDERS CAN VOTE ON ITEM 4 ONLY. THANK-YOU. | | Non-Voting | | | | |
| | | | | | | | |
| | | | |
1 | | Examination, discussion and vote on the management report and financial-statements for the FY that ended on 31 DEC 2009, as well as the respective-complementary documents | | Non-Voting | | | | |
| | | | |
2 | | Allocation of the net profit from the 2009 FY, in the amount of BRL-1,861,403,000, in accordance with the provisions of Article 192 of law 6404-of 15 DEC 1976, as amended | | Non-Voting | | | | |
| | | | |
3 | | Determination of the form and date of payment of the mandatory dividend, in-the amount of BRL 930,702,000 | | Non-Voting | | | | |
| | | | |
4 | | Election of full and alternate Members of the Finance Committee and approve | | Management | | For | | For |
INDOFOOD AGRI RES LTD
| | | | | | |
| | | |
Security | | Y3974E108 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 29-Apr-2010 |
| | | |
ISIN | | SG1U47933908 | | Agenda | | 702345340 - Management |
| | | |
City | | SINGAPORE | | Holding Recon Date | | 27-Apr-2010 |
| | | |
Country | | Singapore | | Vote Deadline Date | | 22-Apr-2010 |
| | | |
SEDOL(s) | | B1QNF48 - B1RN0G4 - B2468Y7 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | Receive and adopt the Directors’ report and accounts for the YE 31 DEC 2009 and the Auditors’ report thereon | | Management | | For | | For |
| | | | |
2 | | Approve the Directors’ fees of SGD 285,000 for the YE 31 DEC 2009 | | Management | | For | | For |
| | | | |
3.A | | Re-election of Mr. Goh Kian Chee as a Director, who retires under Article 117 of the Company’s Articles of Association | | Management | | For | | For |
| | | | |
3.B | | Re-election of Mr. Hendra Susanto as a Director, who retires under Article 117 of the Company’s Articles of Association | | Management | | For | | For |
| | | | |
3.C | | Re-election of Mr. Axton Salim as a Director, who retires under Article 117 of the Company’s Articles of Association | | Management | | For | | For |
| | | | |
3.D | | Re-election of Mr. Suaimi Suriady as a Director, who retires under Article 117 of the Company’s Articles of Association | | Management | | For | | For |
| | | | |
4 | | Re-appointment of Messrs. Ernst & Young LLP as the Company’s Auditors and authorise the Directors to fix their remuneration | | Management | | For | | For |
| | | | |
5 | | Authorize the Directors of the Company to: i) issue shares in the Company (Shares) whether by way of rights, bonus or otherwise; and/or make or grant offers, agreements or options (collectively, Instruments) that might or would require Shares to be issued during the continuance of this authority or thereafter, including but not limited to the creation and issue of (as well as adjustments to) warrants, debentures or other instruments convertible into Shares, 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; and (ii) issue Shares in pursuance of any instrument made or CONTD. | | Management | | Against | | Against |
| | | | |
- | | CONTD. granted by the directors while such authority was in force-(notwithstanding that such issue of Shares pursuant to the instruments may-occur after the expiration of the authority contained in this resolution),-provided that: (iii) the aggregate number of the Shares to be issued pursuant-to such authority (including the Shares to be issued in pursuance of-Instruments made or granted pursuant to such authority), does not exceed 50%-(unless this resolution applies) of the total number of issued Shares (as-calculated in accordance with this resolution), and provided further that-where shareholders of the Company (Shareholders) are not given the-opportunity to participate in the CONTD. | | Non-Voting | | | | |
| | | | | | | | |
| | | | |
- | | CONTD. same on a pro-rata basis (non pro-rata basis), then the Shares to be-issued under such circumstances (including the Shares to be issued in-pursuance of instruments made or granted pursuant to such authority) shall-not exceed 20% of the total number of issued Shares (as calculated in-accordance with this resolution); (iv) (subject to such manner of calculation-as may be prescribed by the Singapore Exchange Securities Trading Limited- (the SGX-ST)) for the purpose of determining the aggregate number of the-Shares that may be issued under this resolution, the total number of issued-Shares shall be based on the total number of issued Shares of the Company-(excluding treasury CONTD. | | Non-Voting | | | | |
| | | | |
- | | CONTD. shares) at the time such authority was conferred, after adjusting for:-(aa) new Shares arising from the conversion or exercise of any convertible-securities; (bb) new Shares arising from exercising share options or the-vesting of share awards which are outstanding or subsisting at the time such-authority was conferred; and (cc) any subsequent bonus issue, consolidation-or subdivision of the Shares; and, in relation to an instrument, the number-of Shares shall be taken to be that number as would have been issued had the-rights therein been fully exercised or effected on the date of the making or-granting of the Instrument; (v) the 50% limit in this resolution may be-increased to CONTD. | | Non-Voting | | | | |
| | | | |
- | | CONTD. 100% for issues of Shares and/or Instruments by way of a renounceable-rights issue where Shareholders are given the opportunity to participate in-the same on a pro-rata basis; and Authority expires the earlier of the-conclusion 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 | | Non-Voting | | | | |
| | | | |
6 | | Authorize the Directors of the Company, subject to and pursuant to the share issue mandate in Resolution 5 being obtained and in force, to issue Shares on a non pro-rata basis at a discount of not more than 20% to the weighted average price of the Shares for trades done on the SGX-ST (calculated in the manner as may be prescribed by the SGX-ST); an Authority expires until 31 DEC 2010 or such later date as may be permitted by the SGX-ST | | Management | | Against | | Against |
| | | | |
7 | | Authorize, for the purposes of Chapter 9 of the Listing Manual of the SGX-ST, the Company and its Subsidiaries and associated Companies (if any) that are entities at risk (as the term is used in Chapter 9), 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 2010 (being an addendum to the annual report of the Company for the FYE 31 DEC 2009) (the Addendum) with any party who is of the class of Interested Persons described in the Addendum provided that such transactions are made at arm’s length, on normal commercial terms and CONTD. | | Management | | For | | For |
| | | | |
- | | CONTD. are not prejudicial to the interests of the Company and its minority-Shareholders and in accordance with the review procedures for such Interested-Person Transactions as specified in the Addendum (the Shareholders’ Mandate);-Authority expires the earlier of the conclusion of the next AGM of the-Company is held or is required by law to be held ; and authorize the Audit- Committee of the Company to take such action as it deems proper in respect of-procedures and/or to modify or implement such procedures as may be necessary-to take into consideration CONTD. | | Non-Voting | | | | |
| | | | | | | | |
| | | | |
- | | CONTD. any amendment to Chapter 9 of the Listing Manual of the SGX-ST which-may be prescribed by the SGX-ST from time to time; and authorize the-Directors of the Company to complete and do all such acts and things-(including executing all such documents as may be required) as they may-consider expedient or necessary or in the interests of the Company to give-effect to the Shareholders’ Mandate and/or this Resolution | | Non-Voting | | | | |
| | | | |
8 | | Authorize the Directors of the Company, for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 (the Companies Act), to purchase or otherwise acquire issued and fully paid ordinary shares in the Company (the Shares) not exceeding in aggregate the Prescribed Limit (10% of the total number of issued shares of the Company), at such price or prices as may be determined by the Directors of the Company from time to time up to the Maximum Price (in the case of Market purchase, 105% of the average closing price; and in case of an off-market purchase, 110% of the average price), whether by way of: (i) market purchases (each a Market Purchase) on the Singapore Exchange Securities Trading Limited (SGX-ST); and/or (ii) off-market purchases (each an Off-Market Purchase) effected otherwise than on the SGX-ST in CONTD. | | Management | | For | | For |
| | | | |
- | | CONTD. accordance with any equal access scheme(s) as may be determined or-formulated by the Directors of the Company as they consider fit, which-scheme(s) shall satisfy all the conditions prescribed by the Companies Act,-and otherwise in accordance with all other laws, regulations and listing-rules of the SGX-ST as may for the time being be applicable, generally and- unconditionally (the Share Purchase CONTD. | | Non-Voting | | | | |
| | | | |
- | | CONTD. Mandate); Authority expires the earlier of the date on which the next-AGM of the Company is held or the date by which the next AGM of the Company-is required by law to be held or the date on which purchases or acquisitions-of Shares are carried out to the full extent mandated ; and to complete and-do all such acts and things (including executing such documents as may be- required) as they may consider expedient or necessary to give effect to the-transactions contemplated by this Resolution | | Non-Voting | | | | |
| | | | |
- | | Transact any other business | | Non-Voting | | | | |
SOCIEDAD QUIMICA Y MINERA DE CHILE S.A.
| | | | | | |
| | | |
Security | | 833635105 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | SQM | | Meeting Date | | 29-Apr-2010 |
| | | |
ISIN | | US8336351056 | | Agenda | | 933249864 - Management |
| | | |
City | | | | Holding Recon Date | | 08-Apr-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 23-Apr-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
E1 | | MODIFY TRADE NAME, ADDRESS, CORPORATE PURPOSE, REFLECT EQUITY SUBSCRIBED AND PAID SHARES THAT MAKE UP SAID EQUITY, MAKE CORRECTIONS TO PUNCTUATION, TRANSCRIPTION OR WORDING IN ALL OF THE ARTICLES OF THE BY-LAWS, ADAPT BY-LAWS TO NORMS OF LAWS N 18,046 AND N 20,382, EXCLUDE REPEALED NORMS OF DECREE LAW N 3,500, OMIT REFERENCES TO THE STATE, STATEOWNED COMPANIES. | | Management | | Abstain | | |
| | | | |
E2 | | MODIFY ALL OF THE ARTICLES OF THE BY-LAWS TO REFLECT THE AGREEMENTS ADOPTED WITH THE PURPOSES PREVIOUSLY INDICATED. | | Management | | Abstain | | |
| | | | | | | | |
| | | | |
E3 | | ADOPT ALL OTHER AGREEMENTS NECESSARY TO EXECUTE THE RESOLUTIONS THAT THE SHAREHOLDERS’ MEETING ADOPT IN RELATION TO THE ABOVE. | | Management | | Abstain | | |
| | | | |
O1 | | BALANCE SHEET, AUDITED FINANCIAL STATEMENTS, ANNUAL REPORT, REPORT OF ACCOUNTING INSPECTORS AND REPORT OF EXTERNAL AUDITORS. | | Management | | For | | |
| | | | |
O2 | | APPOINTMENT OF THE EXTERNAL AUDITOR COMPANY - EXTERNAL AUDITORS - AND ACCOUNTING INSPECTORS OF COMPANY FOR 2010 BUSINESS YEAR. | | Management | | Abstain | | |
| | | | |
O3 | | OPERATIONS REFERRED TO IN ARTICLE 44 - IN FORCE DURING 2009 - OF LAW N 18,046 (“LAW OF CORPORATIONS” OF CHILE). | | Management | | Abstain | | |
| | | | |
O4 | | INVESTMENT AND FINANCING POLICIES. | | Management | | Abstain | | |
| | | | |
O5 | | NET INCOME FOR THE YEAR 2009, FINAL DIVIDEND DISTRIBUTION AND POLICY ON FUTURE DIVIDENDS. | | Management | | For | | |
| | | | |
O6 | | EXPENSES OF THE BOARD OF DIRECTORS DURING THE 2009 BUSINESS YEAR. | | Management | | Abstain | | |
| | | | |
O7 | | COMPENSATION FOR THE MEMBERS OF THE BOARD. | | Management | | Abstain | | |
| | | | |
O8 | | ISSUES RELATED TO THE AUDIT AND DIRECTORS’ COMMITTEES. | | Management | | Abstain | | |
| | | | |
O9 | | OTHER MATTERS THAT MAY CORRESPOND IN ACCORDANCE WITH THE LAW. | | Management | | Against | | |
BRADESPAR S A
| | | | | | |
| | | |
Security | | P1808W104 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 30-Apr-2010 |
| | | |
ISIN | | BRBRAPACNPR2 | | Agenda | | 702334652 - Management |
| | | |
City | | TBD | | Holding Recon Date | | 28-Apr-2010 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 23-Apr-2010 |
| | | |
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-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS 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 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 THE PREFERRED SHAREHOLDERS CAN VOTE ON ITEM 3 AND 4 ONLY.-THANK YOU. | | Non-Voting | | | | |
| | | | |
1 | | To examine, discuss and vote upon the Board of Directors annual report, the-financial statements and Independent Auditors report relating to FYE 31 DEC-2009 | | Non-Voting | | | | |
| | | | |
2 | | To decide on the allocation of the net profits from the FY, and to ratify the-distribution of the interest on own capital and dividends | | Non-Voting | | | | |
| | | | |
3 | | Election of the Members of the Board of Directors | | Management | | For | | For |
| | | | |
4 | | Election of the Members of the Finance Committee | | Management | | For | | For |
| | | | |
5 | | To set the total payment for the Members of the Board of Directors and the-total payment for the Members of the Finance Committee | | Non-Voting | | | | |
SUZANO PAPEL E CELULOSE SA
| | | | | | |
| | | |
Security | | P06768165 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 30-Apr-2010 |
| | | |
ISIN | | BRSUZBACNPA3 | | Agenda | | 702362562 - Management |
| | | |
City | | SALVADOR | | Holding Recon Date | | 28-Apr-2010 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 23-Apr-2010 |
| | | |
SEDOL(s) | | B02GKF0 - B02GR59 - B069FD8 - B06V932 - B1VSYR4 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS 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 | | | | |
| | | | |
CMMT | | 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 | | | | |
| | | | |
CMMT | | 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 ALLOWED. THANK YOU | | Non-Voting | | | | |
| | | | |
CMMT | | PLEASE NOTE THAT THE PREFERRED SHAREHOLDERS CAN VOTE ON ITEMS 3 AND 4 ONLY.-THANK YOU. | | Non-Voting | | | | |
| | | | |
1 | | To examine, discuss and vote upon the board of directors annual report, the-financial statements and independent auditors report relating to FYE 31 DEC-2009 | | Non-Voting | | | | |
| | | | |
2 | | To decide on the allocation of the net profits from the FY | | Non-Voting | | | | |
| | | | |
3 | | Elect the Members of the Board of Directors | | Management | | For | | For |
| | | | |
4 | | Elect the Members of the Finance Committee, and approve their respective | | Management | | For | | For |
| | | | |
5 | | To set the global remuneration of the Company Directors for the 2010 | | Non-Voting | | | | |
| | | | |
6 | | To decide on the newspapers in which company notices will be published | | Non-Voting | | | | |
NOBLE CORPORATION
| | | | | | |
| | | |
Security | | H5833N103 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | NE | | Meeting Date | | 30-Apr-2010 |
| | | |
ISIN | | CH0033347318 | | Agenda | | 933205292 - Management |
| | | |
City | | | | Holding Recon Date | | 05-Mar-2010 |
| | | |
Country | | Switzerland | | Vote Deadline Date | | 28-Apr-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | DIRECTOR | | Management | | | | |
| | 1 MICHAEL A. CAWLEY | | | | For | | For |
| | 2 GORDON T. HALL | | | | For | | For |
| | 3 JACK E. LITTLE | | | | For | | For |
| | | | |
2 | | APPROVAL OF THE EXTENSION OF BOARD AUTHORITY TO ISSUE AUTHORIZED SHARE CAPITAL UNTIL APRIL 29, 2012. | | Management | | For | | For |
| | | | |
3 | | APPROVAL OF THE PAYMENT OF A REGULAR DIVIDEND THROUGH A REDUCTION OF THE PAR VALUE OF THE SHARES IN AN AMOUNT EQUAL TO SWISS FRANCS 0.52 PER SHARE. | | Management | | For | | For |
| | | | |
4 | | APPROVAL OF THE PAYMENT OF A SPECIAL DIVIDEND THROUGH A REDUCTION OF THE PAR VALUE OF THE SHARES IN AN AMOUNT EQUAL TO SWISS FRANCS 0.56 PER SHARE. | | Management | | For | | For |
| | | | |
5 | | APPROVAL OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2010 AND THE ELECTION OF PRICEWATERHOUSECOOPERS AG AS STATUTORY AUDITOR FOR A ONE-YEAR TERM. | | Management | | For | | For |
| | | | |
6 | | APPROVAL OF THE 2009 ANNUAL REPORT, THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR FISCAL YEAR 2009 AND THE STATUTORY FINANCIAL STATEMENTS OF THE COMPANY FOR EXTENDED FISCAL YEAR 2009. | | Management | | For | | For |
| | | | |
7 | | APPROVAL OF THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE OFFICERS OF THE COMPANY FOR EXTENDED FISCAL YEAR 2009. | | Management | | For | | For |
NOBLE CORPORATION
| | | | | | |
Security | | H5833N103 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | NE | | Meeting Date | | 30-Apr-2010 |
| | | |
ISIN | | CH0033347318 | | Agenda | | 933250261 - Management |
| | | |
City | | | | Holding Recon Date | | 12-Apr-2010 |
| | | |
Country | | Switzerland | | Vote Deadline Date | | 28-Apr-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | DIRECTOR | | Management | | | | |
| | 1 MICHAEL A. CAWLEY | | | | For | | For |
| | 2 GORDON T. HALL | | | | For | | For |
| | 3 JACK E. LITTLE | | | | For | | For |
| | | | |
2 | | APPROVAL OF THE EXTENSION OF BOARD AUTHORITY TO ISSUE AUTHORIZED SHARE CAPITAL UNTIL APRIL 29, 2012. | | Management | | For | | For |
| | | | |
3 | | APPROVAL OF THE PAYMENT OF A REGULAR DIVIDEND THROUGH A REDUCTION OF THE PAR VALUE OF THE SHARES IN AN AMOUNT EQUAL TO SWISS FRANCS 0.52 PER SHARE. | | Management | | For | | For |
| | | | |
4 | | APPROVAL OF THE PAYMENT OF A SPECIAL DIVIDEND THROUGH A REDUCTION OF THE PAR VALUE OF THE SHARES IN AN AMOUNT EQUAL TO SWISS FRANCS 0.56 PER SHARE. | | Management | | For | | For |
| | | | |
5 | | APPROVAL OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR. | | Management | | For | | For |
| | | | |
6 | | APPROVAL OF THE 2009 ANNUAL REPORT, THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR FISCAL YEAR 2009 AND THE STATUTORY FINANCIAL STATEMENTS OF THE COMPANY FOR EXTENDED FISCAL YEAR 2009. | | Management | | For | | For |
| | | | | | | | |
7 | | APPROVAL OF THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE OFFICERS OF THE COMPANY FOR EXTENDED FISCAL YEAR 2009. | | Management | | For | | For |
CONSOL ENERGY INC.
| | | | | | |
Security | | 20854P109 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | CNX | | Meeting Date | | 04-May-2010 |
| | | |
ISIN | | US20854P1093 | | Agenda | | 933224747 - Management |
| | | |
City | | | | Holding Recon Date | | 11-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 03-May-2010 |
| | | |
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. | | | | Withheld | | Against |
| | 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 |
RANDGOLD RESOURCES LIMITED
| | | | | | |
Security | | 752344309 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | GOLD | | Meeting Date | | 04-May-2010 |
| | | |
ISIN | | US7523443098 | | Agenda | | 933227515 - Management |
| | | |
City | | | | Holding Recon Date | | 29-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 28-Apr-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
OA | | ADOPTION OF THE DIRECTORS’ REPORT AND ACCOUNTS. | | Management | | For | | |
| | | | |
OB | | ELECTION OF DIRECTOR KADRI DAGDELEN (MEMBER OF THE AUDIT COMMITTEE). | | Management | | For | | |
| | | | |
OC | | RE-ELECTION OF DIRECTOR PHILIPPE LIETARD (CHAIRMAN OF COMPANY AND CHAIRMAN OF THE NOMINATION AND GOVERNANCE COMMITTEE). | | Management | | For | | |
| | | | |
OD | | RE-ELECTION OF DIRECTOR ROBERT ISRAEL (MEMBER OF THE NOMINATION AND GOVERNANCE COMMITTEE). | | Management | | For | | |
| | | | |
OE | | RE-ELECTION OF DIRECTOR NORBORNE COLE JR (SENIOR INDEPENDENT DIRECTOR, CHAIRMAN OF THE REMUNERATION COMMITTEE AND MEMBER OF THE NOMINATION AND GOVERNANCE COMMITTEE). | | Management | | Against | | |
| | | | |
OF | | RE-ELECTION OF DIRECTOR KARL VOLTAIRE (CHAIRMAN OF AUDIT COMMITTEE, MEMBER OF THE REMUNERATION COMMITTEE). | | Management | | Against | | |
| | | | | | | | |
| | | | |
OG | | ADOPTION OF THE REPORT OF THE REMUNERATION COMMITTEE. | | Management | | Against | | |
| | | | |
OH | | APPROVE THE FEES PAYABLE TO DIRECTORS. | | Management | | Against | | |
| | | | |
OI | | RE-APPOINT BDO LLP AS AUDITORS OF THE COMPANY. | | Management | | For | | |
| | | | |
SJ1 | | SPECIAL RESOLUTION NUMBER 1 - INCREASE OF AUTHORIZED SHARE CAPITAL. | | Management | | For | | |
| | | | |
SJ2 | | SPECIAL RESOLUTION NUMBER 2 - AMEND PARAGRAPH 4 OF THE MEMORANDUM OF ASSOCIATION. | | Management | | For | | |
| | | | |
SJ3 | | SPECIAL RESOLUTION NUMBER 3 - AMEND ARTICLE 4.1 OF THE ARTICLE OF ASSOCIATION. | | Management | | For | | |
COBALT INTERNATIONAL ENERGY, INC
| | | | | | |
Security | | 19075F106 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | CIE | | Meeting Date | | 04-May-2010 |
| | | |
ISIN | | US19075F1066 | | Agenda | | 933240943 - Management |
| | | |
City | | | | Holding Recon Date | | 31-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 03-May-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | DIRECTOR | | Management | | | | |
| | 1 JOSEPH H. BRYANT | | | | For | | For |
| | 2 GREGORY A. BEARD | | | | For | | For |
| | 3 PETER R. CONEWAY | | | | For | | For |
| | 4 HENRY CORNELL | | | | For | | For |
| | 5 JACK E. GOLDEN | | | | For | | For |
| | 6 KENNETH W. MOORE | | | | For | | For |
| | 7 J. HARDY MURCHISON | | | | For | | For |
| | 8 KENNETH A. PONTARELLI | | | | For | | For |
| | 9 MYLES W. SCOGGINS | | | | For | | For |
| | 10 D. JEFF VAN STEENBERGEN | | | | For | | For |
| | 11 MARTIN H. YOUNG JR. | | | | For | | For |
| | | | |
02 | | APPROVAL OF THE COBALT INTERNATIONAL ENERGY, INC. NON-EMPLOYEE DIRECTORS COMPENSATION PLAN AND THE COBALT INTERNATIONAL ENERGY, INC. NON- EMPLOYEE DIRECTORS DEFERRAL PLAN | | Management | | For | | For |
| | | | |
03 | | RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR 2010 | | Management | | For | | For |
XSTRATA PLC
| | | | | | |
Security | | G9826T102 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 05-May-2010 |
| | | |
ISIN | | GB0031411001 | | Agenda | | 702374935 - Management |
| | | |
City | | ZUG | | Holding Recon Date | | 03-May-2010 |
| | | |
Country | | United Kingdom | | Vote Deadline Date | | 29-Apr-2010 |
| | | |
SEDOL(s) | | 3141100 - 7320790 - B02QZN3 - B06JJ58 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | Receive and adopt the annual report and financial statements of the Company, and the reports of the Directors and the Auditors thereon, for the YE 31 DEC 2009 | | Management | | For | | For |
| | | | |
2 | | Declare a final dividend of USD 0.08 cents per Ordinary Share in respect of the YE 31 DEC 2009 | | Management | | For | | For |
| | | | |
3 | | Approve the Directors remuneration report for the YE 31 DEC 2009 | | Management | | Against | | Against |
| | | | | | | | |
| | | | |
4 | | Re-election of Mick Davis as a Director | | Management | | For | | For |
| | | | |
5 | | Re-election of David Rough as a Director | | Management | | For | | For |
| | | | |
6 | | Re-election of Sir. Steve Robson as a Director | | Management | | For | | For |
| | | | |
7 | | Re-election of Willy Strothotte as a Director | | Management | | Against | | Against |
| | | | |
8 | | Election of Dr. Con Fauconnier as a Director | | Management | | For | | For |
| | | | |
9 | | Re-appoint Ernst & Young LLP as the Auditors to the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and authorize the Directors to determine the remuneration of the Auditors | | Management | | For | | For |
| | | | |
10 | | Authorize the Directors, pursuant to Section 551 of the Companies Act 2006 to: (i) allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company: (A) up to an aggregate nominal amount of USD 489,835,270; and (B) comprising equity securities (as defined in Section 560 of the Companies Act 2006) up to an aggregate nominal amount of USD 979,670,540 (including within such limit any shares issued or rights granted under paragraph (A) above) in connection with an offer by way of a rights issue: (I) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and (II) to people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under, the laws of, any territory or any other matter; for a period expiring (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed; and (ii) make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired, (b) that, subject to paragraph (c) below, all existing authorities given to the Directors pursuant to Section 80 of the Companies Act 1985 to allot relevant securities (as defined by the Companies Act 1985) by the passing on 05 MAY 2009 of the resolution numbered 8 as set out in the notice of the Company’s seventh AGM (the “2009 AGM Notice”) be revoked by this resolution, (c) that paragraph (b) above shall be without prejudice to the continuing authority of the directors to allot shares, or grant rights to subscribe for or convert any securities into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made | | Management | | Against | | Against |
| | | | | | | | |
| | | | |
S.11 | | Authorize the Directors, subject to the passing of Resolution 10 in the Notice of AGM and in place of the power given to them by the passing on 05 MAY 2009 of the resolution numbered 9 as set out in the 2009 AGM Notice, pursuant to Section 570 and Section 573 of the Companies Act 2006 to allot equity securities (as defined in Section 560 of the Companies Act 2006) for cash, pursuant to the authority conferred by Resolution 10 in the Notice of AGM as if Section 561(1) of the Companies Act 2006 did not apply to the allotment, this power: (a) expires (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the next AGM of the Company after the date on which this resolution is passed, but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and (b) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under Resolution 10 (a)(i)(B), by way of a rights issue only): (i) to the ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to people who hold other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and (c) in the case of the authority granted under Resolution 10 (a)(i)(A) shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph (b) up to an aggregate nominal amount of USD 73,475,290; this power applies in relation to a sale of shares which is an allotment of equity securities by virtue of Section 560(3) of the Act as if the first paragraph of this resolution the words “pursuant to the authority conferred by Resolution 10 in the Notice of Annual General Meeting” were omitted | | Management | | For | | For |
| | | | |
S.12 | | Approve that any EGM of the Company (as defined in the Company’s Articles of Association as a general meeting other than an AGM) may be called on not less than 20 clear days’ notice | | Management | | Against | | Against |
| | | | |
S.13 | | Amend, with effect from the conclusion of the meeting: (A) save for Clause 4.3 of the Company’s Memorandum of Association (the “Memorandum”) which shall remain in full force and effect, the Articles of Association of the Company by deleting the provisions of the Company’s Memorandum which, by virtue of Section 28 Companies Act 2006, are to be treated as provisions of the Company’s Articles of Association; and (B) the amendments to the Company’s Articles of Association which are shown in the draft Articles of Association labelled “A” for the purposes of identification, the main features of which are as specified, shall become effective | | Management | | Against | | Against |
FOSTER WHEELER AG
| | | | | | |
Security | | H27178104 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | FWLT | | Meeting Date | | 05-May-2010 |
| | | |
ISIN | | CH0018666781 | | Agenda | | 933223252 - Management |
| | | |
City | | | | Holding Recon Date | | 09-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 03-May-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1A | | RE-ELECTION OF DIRECTOR FOR TERM EXPIRING IN 2013: EUGENE D. ATKINSON | | Management | | For | | For |
| | | | |
1B | | RE-ELECTION OF DIRECTOR FOR TERM EXPIRING IN 2013: STEVEN J. DEMETRIOU | | Management | | For | | For |
| | | | |
1C | | RE-ELECTION OF DIRECTOR FOR TERM EXPIRING IN 2013: STEPHANIE HANBURY-BROWN | | Management | | For | | For |
| | | | |
1D | | ELECTION OF DIRECTOR FOR A TERM BEGINNING ON JUNE 1, 2010, AND EXPIRING IN 2012: ROBERT C. FLEXON | | Management | | For | | For |
| | | | |
02 | | RE-ELECTION OF PRICEWATERHOUSECOOPERS AG, SWITZERLAND, AS OUR INDEPENDENT AUDITOR (“REVISIONSSTELLE”) FOR 2010. | | Management | | For | | For |
| | | | |
03 | | RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010. | | Management | | For | | For |
| | | | |
04 | | APPROVAL OF OUR 2009 SWISS ANNUAL REPORT AND OUR STATUTORY FINANCIAL STATEMENTS FOR FISCAL YEAR 2009. | | Management | | For | | For |
| | | | |
05 | | DISCHARGE FROM LIABILITY OF OUR DIRECTORS AND OUR EXECUTIVE OFFICERS FOR FISCAL YEAR 2009. | | Management | | For | | For |
| | | | |
06 | | ALLOCATION AND RELEASE OF ADDITIONAL PAID-IN CAPITAL TO RESERVES. | | Management | | For | | For |
| | | | |
07 | | AMENDMENT OF OUR ARTICLES OF ASSOCIATION TO CHANGE THE SEAT OF FOSTER WHEELER AG. | | Management | | For | | For |
| | | | |
08 | | AMENDMENT OF ARTICLES OF ASSOCIATION TO ELIMINATE REQUIREMENT TO LIST CITIZENSHIP OF SHAREHOLDERS IN SHARE REGISTER. | | Management | | For | | For |
| | | | |
09 | | AMENDMENT OF OUR ARTICLES OF ASSOCIATION TO COMPLY WITH THE NEWLY ENACTED SWISS INTERMEDIARY-HELD SECURITIES ACT. | | Management | | For | | For |
| | | | |
10 | | 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 | | Against | | Against |
CANADIAN NAT RES LTD
| | | | | | |
Security | | 136385101 | | Meeting Type | | MIX |
| | | |
Ticker Symbol | | | | Meeting Date | | 06-May-2010 |
| | | |
ISIN | | CA1363851017 | | Agenda | | 702316414 - Management |
| | | |
City | | ALBERTA | | Holding Recon Date | | 17-Mar-2010 |
| | | |
Country | | Canada | | Vote Deadline Date | | 30-Apr-2010 |
| | | |
SEDOL(s) | | 2125202 - 2171573 - 5313673 - B1SNWG7 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
- | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR RESOLUTIONS “3 AND 4” AND ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR- RESOLUTION NUMBERS “1.1 TO 1.11 AND 2”. THANK YOU. | | Non-Voting | | | | |
| | | | |
- | | To receive the annual report of the Corporation to the shareholders, the-consolidated financial statements, and the report of the Auditors, for the-FYE 31 DEC 2009 | | Non-Voting | | | | |
| | | | |
1.1 | | Election of Catherine M. Best as a Director of the Corporation for the | | Management | | For | | For |
| | | | |
1.2 | | Election of N. Murray Edwards as a Director of the Corporation for the | | Management | | For | | For |
| | | | |
1.3 | | Election of Honourable Gary A. Filmon as a Director of the Corporation for | | Management | | For | | For |
| | | | |
1.4 | | Election of Ambassador Gordon D. Giffin as a Director of the Corporation for | | Management | | Against | | Against |
| | | | |
1.5 | | Election of Steve W. Laut as a Director of the Corporation for the ensuing | | Management | | For | | For |
| | | | | | | | |
| | | | |
1.6 | | Election of Keith A. J. MacPhail as a Director of the Corporation for the | | Management | | For | | For |
| | | | |
1.7 | | Election of Allan P. Markin as a Director of the Corporation for the ensuing | | Management | | For | | For |
| | | | |
1.8 | | Election of Honourable Frank J. McKenna as a Director of the Corporation for | | Management | | For | | For |
| | | | |
1.9 | | Election of James S. Palmer as a Director of the Corporation for the ensuing | | Management | | Against | | Against |
| | | | |
1.10 | | Election of Eldon R. Smith as a Director of the Corporation for the ensuing | | Management | | For | | For |
| | | | |
1.11 | | Election of David A. Tuer as a Director of the Corporation for the ensuing | | Management | | For | | For |
| | | | |
2 | | Appointment of PricewaterhouseCoopers LLP, Chartered Accountants, Calgary, | | Management | | For | | For |
| | | | |
S.3 | | Authorize the Corporation to amend its Articles to subdivide each issued and outstanding common share of the Corporation on a two-for-one basis as specified | | Management | | For | | For |
| | | | |
4 | | Amend the Corporation’s amended, compiled and restated employee Stock Option Plan as specified | | Management | | Against | | Against |
| | | | |
5 | | Transact such other business | | Management | | For | | Against |
POTASH CORPORATION OF SASKATCHEWAN INC.
| | | | | | |
Security | | 73755L107 | | Meeting Type | | Annual and Special Meeting |
| | | |
Ticker Symbol | | POT | | Meeting Date | | 06-May-2010 |
| | | |
ISIN | | CA73755L1076 | | Agenda | | 933206662 - Management |
| | | |
City | | | | Holding Recon Date | | 11-Mar-2010 |
| | | |
Country | | Canada | | Vote Deadline Date | | 05-May-2010 |
| | | |
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 | | | | Withheld | | Against |
| | 12 E. VIYELLA DE PALIZA | | | | Withheld | | Against |
| | | | |
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 ADVISORY RESOLUTION (ATTACHED AS APPENDIX D TO THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR) ACCEPTING THE CORPORATION’S APPROACH TO EXECUTIVE COMPENSATION DISCLOSED IN THE ACCOMPANYING MANAGEMENT PROXY CIRCULAR. | | Management | | For | | For |
OWENS-ILLINOIS, INC.
| | | | | | |
Security | | 690768403 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | OI | | Meeting Date | | 06-May-2010 |
| | | |
ISIN | | US6907684038 | | Agenda | | 933212021 - Management |
| | | |
City | | | | Holding Recon Date | | 08-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 05-May-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | DIRECTOR | | Management | | | | |
| | 1 JAY L. GELDMACHER | | | | For | | For |
| | 2 ALBERT P.L. STROUCKEN | | | | For | | For |
| | 3 DENNIS K. WILLIAMS | | | | For | | For |
| | 4 THOMAS L. YOUNG | | | | For | | For |
| | | | |
02 | | RATIFY THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010. | | Management | | For | | For |
PLAINS EXPLORATION & PRODUCTION CO.
| | | | | | |
Security | | 726505100 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | PXP | | Meeting Date | | 06-May-2010 |
| | | |
ISIN | | US7265051000 | | Agenda | | 933222870 - Management |
| | | |
City | | | | Holding Recon Date | | 25-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 05-May-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | DIRECTOR | | Management | | | | |
| | 1 JAMES C. FLORES | | | | For | | For |
| | 2 ISAAC ARNOLD, JR. | | | | For | | For |
| | 3 A.R. BUCKWALTER, III | | | | For | | For |
| | 4 JERRY L. DEES | | | | Withheld | | Against |
| | 5 TOM H. DELIMITROS | | | | Withheld | | Against |
| | 6 THOMAS A. FRY, III | | | | For | | For |
| | 7 ROBERT L. GERRY, III | | | | For | | For |
| | 8 CHARLES G. GROAT | | | | For | | For |
| | 9 JOHN H. LOLLAR | | | | Withheld | | Against |
| | | | |
02 | | APPROVAL OF THE COMPANY’S 2010 INCENTIVE AWARD PLAN AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. | | Management | | Against | | Against |
| | | | |
03 | | RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010. | | Management | | For | | For |
MCDERMOTT INTERNATIONAL, INC.
| | | | | | |
Security | | 580037109 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | MDR | | Meeting Date | | 07-May-2010 |
| | | |
ISIN | | PA5800371096 | | Agenda | | 933208907 - Management |
| | | |
City | | | | Holding Recon Date | | 08-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 06-May-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | DIRECTOR | | Management | | | | |
| | 1 JOHN F. BOOKOUT, III | | | | For | | For |
| | 2 ROGER A. BROWN | | | | For | | For |
| | 3 RONALD C. CAMBRE | | | | For | | For |
| | 4 JOHN A. FEES | | | | For | | For |
| | 5 ROBERT W. GOLDMAN | | | | For | | For |
| | 6 STEPHEN G. HANKS | | | | For | | For |
| | 7 OLIVER D. KINGSLEY, JR. | | | | For | | For |
| | 8 D. BRADLEY MCWILLIAMS | | | | For | | For |
| | 9 RICHARD W. MIES | | | | For | | For |
| | 10 THOMAS C. SCHIEVELBEIN | | | | For | | For |
| | 11 DAVID A. TRICE | | | | For | | For |
| | | | |
02 | | RATIFICATION OF APPOINTMENT OF MCDERMOTT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2010. | | Management | | For | | For |
OCCIDENTAL PETROLEUM CORPORATION
| | | | | | |
Security | | 674599105 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | OXY | | Meeting Date | | 07-May-2010 |
| | | |
ISIN | | US6745991058 | | Agenda | | 933224761 - Management |
| | | |
City | | | | Holding Recon Date | | 15-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 06-May-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1A | | ELECTION OF DIRECTOR: SPENCER ABRAHAM | | Management | | For | | For |
| | | | |
1B | | ELECTION OF DIRECTOR: JOHN S. CHALSTY | | Management | | For | | For |
| | | | |
1C | | ELECTION OF DIRECTOR: STEPHEN I. CHAZEN | | Management | | For | | For |
| | | | |
1D | | ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN | | Management | | For | | For |
| | | | |
1E | | ELECTION OF DIRECTOR: JOHN E. FEICK | | Management | | For | | For |
| | | | |
1F | | ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ | | Management | | For | | For |
| | | | |
1G | | ELECTION OF DIRECTOR: RAY R. IRANI | | Management | | For | | For |
| | | | |
1H | | ELECTION OF DIRECTOR: IRVIN W. MALONEY | | Management | | For | | For |
| | | | |
1I | | ELECTION OF DIRECTOR: AVEDICK B. POLADIAN | | Management | | For | | For |
| | | | |
1J | | ELECTION OF DIRECTOR: RODOLFO SEGOVIA | | Management | | For | | For |
| | | | |
1K | | ELECTION OF DIRECTOR: AZIZ D. SYRIANI | | Management | | For | | For |
| | | | |
1L | | ELECTION OF DIRECTOR: ROSEMARY TOMICH | | Management | | For | | For |
| | | | |
1M | | ELECTION OF DIRECTOR: WALTER L. WEISMAN | | Management | | For | | For |
| | | | |
02 | | RATIFICATION OF SELECTION OF KPMG AS INDEPENDENT AUDITORS. | | Management | | For | | For |
| | | | |
03 | | RE-APPROVAL OF PERFORMANCE GOALS UNDER INCENTIVE PLAN PURSUANT TO TAX DEDUCTION RULES. | | Management | | For | | For |
| | | | |
04 | | ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION PHILOSOPHY AND PRACTICE. | | Management | | Against | | Against |
| | | | |
05 | | ELIMINATION OF COMPENSATION OVER $500,000 PER YEAR. | | Shareholder | | Against | | For |
| | | | |
06 | | POLICY TO SEPARATE CHAIRMAN AND CHIEF EXECUTIVE OFFICER ROLES. | | Shareholder | | For | | Against |
| | | | |
07 | | PERCENTAGE OF STOCKHOLDER OWNERSHIP REQUIRED TO CALL SPECIAL MEETING OF STOCKHOLDERS. | | Shareholder | | Against | | For |
| | | | |
08 | | REPORT ON ASSESSMENT OF HOST COUNTRY LAWS. | | Shareholder | | Against | | For |
| | | | |
09 | | DIRECTOR ELECTION BY MAJORITY STOCKHOLDER VOTE. | | Shareholder | | Against | | For |
| | | | | | | | |
10 | | REPORT ON INCREASING INHERENT SECURITY OF CHEMICAL FACILITIES. | | Shareholder | | Against | | For |
| | | | |
11 | | POLICY ON ACCELERATED VESTING IN EVENT OF CHANGE IN CONTROL. | | Shareholder | | Against | | For |
MGM ENERGY CORP
| | | | | | |
Security | | 59318A100 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 11-May-2010 |
| | | |
ISIN | | CA59318A1003 | | Agenda | | 702337913 - Management |
| | | |
City | | ALBERTA | | Holding Recon Date | | 24-Mar-2010 |
| | | |
Country | | Canada | | Vote Deadline Date | | 05-May-2010 |
| | | |
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”-ONLY FOR RESOLUTION NUMBERS “1” AND “2”. THANK YOU. | | Non-Voting | | | | |
| | | | |
- | | To receive the financial statements of MGM Energy for the YE 31 DEC 2009 and-the Auditors’ report thereon | | Non-Voting | | | | |
| | | | |
1 | | Election of Clayton H. Riddell, James H. T. Riddell, Henry W. Sykes, Michael | | Management | | Abstain | | Against |
| | | | |
2 | | Re-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 |
| | | | |
- | | Transact such other business | | Non-Voting | | | | |
CAMERON INTERNATIONAL CORPORATION
| | | | | | |
Security | | 13342B105 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | CAM | | Meeting Date | | 12-May-2010 |
| | | |
ISIN | | US13342B1052 | | Agenda | | 933217401 - Management |
| | | |
City | | | | Holding Recon Date | | 15-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 11-May-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1A | | ELECTION OF DIRECTOR: MICHAEL E. PATRICK | | Management | | For | | For |
| | | | |
1B | | ELECTION OF DIRECTOR: JON ERIK REINHARDSEN | | Management | | For | | For |
| | | | |
1C | | ELECTION OF DIRECTOR: BRUCE W. WILKINSON | | Management | | For | | For |
| | | | |
02 | | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2010. | | Management | | For | | For |
GENCO SHIPPING & TRADING LTD
| | | | | | |
Security | | Y2685T107 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | GNK | | Meeting Date | | 13-May-2010 |
| | | |
ISIN | | MHY2685T1073 | | Agenda | | 933221070 - Management |
| | | |
City | | | | Holding Recon Date | | 15-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 12-May-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | DIRECTOR | | Management | | | | |
| | 1 NATHANIEL C. A. KRAMER | | | | For | | For |
| | 2 MARK F. POLZIN | | | | For | | For |
| | | | | | | | |
02 | | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF GENCO FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010. | | Management | | For | | For |
VINDA INTERNATIONAL HOLDINGS LTD
| | | | | | |
Security | | G9361V108 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 14-May-2010 |
| | | |
ISIN | | KYG9361V1086 | | Agenda | | 702363449 - Management |
| | | |
City | | HONG KONG | | Holding Recon Date | | 10-May-2010 |
| | | |
Country | | Cayman Islands | | Vote Deadline Date | | 11-May-2010 |
| | | |
SEDOL(s) | | B1Z7648 - B235FQ6 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL THE RESOLUTIONS. THANK YOU. | | Non-Voting | | | | |
| | | | |
1 | | Receive and adopt the audited financial statements and the reports of the Directors and the Auditors of the Company for the YE 31 DEC 2009 | | Management | | For | | For |
| | | | |
2 | | Declare a final dividend for the YE 31 DEC 2009 | | Management | | For | | For |
| | | | |
3.a.1 | | Re-elect Mr. L.I. Chao Wang as an Executive Director | | Management | | For | | For |
| | | | |
3.a.2 | | Re-elect Ms. Zhang Dong Fang as an Executive Director | | Management | | For | | For |
| | | | |
3.a.3 | | Re-elect Mr. Johann Christoph Michalski as a Non-Executive Director | | Management | | For | | For |
| | | | |
3.a.4 | | Re-elect Mr. Hui Chin Tong, Godfrey as an Independent Non- Executive Director | | Management | | For | | For |
| | | | |
3.a.5 | | Re-elect Mr. Kam Robert as an Independent Non-Executive Director | | Management | | For | | For |
| | | | |
3.b | | Authorize the Board of Directors to fix the remuneration of the Directors | | Management | | For | | For |
| | | | |
4 | | Re-appoint PricewaterhouseCoopers as the Auditor of the Company and authorize the Board of Directors to fix their remuneration | | Management | | For | | For |
| | | | |
5 | | Approve to give a general mandate to the Directors to issue shares up to 20% | | Management | | For | | For |
| | | | |
6 | | Approve to give a general mandate to the Directors to repurchase shares up to 10% | | Management | | For | | For |
| | | | |
7 | | Authorize the Directors to issue and allot the shares repurchased by the Company | | Management | | For | | For |
| | | | |
CMMT | | PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVAILABLE BY-CLICKING ON THE MATERIAL URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/20100414/LTN2 0100414667.pdf | | Non-Voting | | | | |
| | | | |
| | Transact any other business | | Non-Voting | | | | |
| | | | |
| | PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF NON-NUMBERED AND NON-VOT-ABLE RESOLUTION. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN-THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK Y-OU. | | Non-Voting | | | | |
TRANSOCEAN, LTD.
| | | | | | |
Security | | H8817H100 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | RIG | | Meeting Date | | 14-May-2010 |
| | | |
ISIN | | CH0048265513 | | Agenda | | 933218338 - Management |
| | | |
City | | | | Holding Recon Date | | 15-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 13-May-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | APPROVAL OF THE 2009 ANNUAL REPORT, THE CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2009. | | Management | | For | | For |
| | | | |
02 | | DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS & EXECUTIVE OFFICERS FROM LIABILITY FOR ACTIVITIES DURING FISCAL YEAR 2009. | | Management | | For | | For |
| | | | |
03 | | APPROPRIATION OF AVAILABLE EARNINGS FOR FISCAL YEAR 2009 TO BE CARRIED FORWARD. | | Management | | For | | For |
| | | | |
04 | | CHANGE OF THE COMPANY’S PLACE OF INCORPORATION IN SWITZERLAND. | | Management | | For | | For |
| | | | |
05 | | RENEWAL OF THE COMPANY’S AUTHORIZED SHARE CAPITAL. | | Management | | For | | For |
| | | | |
06 | | DISTRIBUTION TO SHAREHOLDERS IN THE FORM OF A PAR VALUE REDUCTION. | | Management | | For | | For |
| | | | |
07 | | AMENDMENTS TO THE ARTICLES OF ASSOCIATION TO REFLECT THE SWISS FEDERAL ACT ON INTERMEDIATED SECURITIES. | | Management | | For | | For |
| | | | |
8A | | ELECTION OF DIRECTOR: STEVEN L. NEWMAN. | | Management | | For | | For |
| | | | |
8B | | REELECTION OF DIRECTOR: THOMAS W. CASON. | | Management | | For | | For |
| | | | |
8C | | REELECTION OF DIRECTOR: ROBERT M. SPRAGUE. | | Management | | For | | For |
| | | | |
8D | | REELECTION OF DIRECTOR: J. MICHAEL TALBERT. | | Management | | For | | For |
| | | | |
8E | | REELECTION OF DIRECTOR: JOHN L. WHITMIRE. | | Management | | For | | For |
| | | | |
09 | | APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2010. | | Management | | For | | For |
TRANSOCEAN, LTD.
| | | | | | |
Security | | H8817H100 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | RIG | | Meeting Date | | 14-May-2010 |
| | | |
ISIN | | CH0048265513 | | Agenda | | 933265868 - Management |
| | | |
City | | | | Holding Recon Date | | 26-Apr-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 13-May-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | APPROVAL OF THE 2009 ANNUAL REPORT, THE CONSOLIDATED FINANCIAL STATEMENTS OF TRANSOCEAN LTD. FOR FISCAL YEAR 2009. | | Management | | For | | For |
| | | | |
02 | | DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS & EXECUTIVE OFFICERS FROM LIABILITY FOR ACTIVITIES DURING FISCAL YEAR 2009. | | Management | | For | | For |
| | | | |
03 | | APPROPRIATION OF AVAILABLE EARNINGS FOR FISCAL YEAR 2009 TO BE CARRIED FORWARD. | | Management | | For | | For |
| | | | |
04 | | CHANGE OF THE COMPANY’S PLACE OF INCORPORATION IN SWITZERLAND. | | Management | | For | | For |
| | | | |
05 | | RENEWAL OF THE COMPANY’S AUTHORIZED SHARE CAPITAL. | | Management | | For | | For |
| | | | |
06 | | DISTRIBUTION TO SHAREHOLDERS IN THE FORM OF A PAR VALUE REDUCTION. | | Management | | For | | For |
| | | | |
07 | | AMENDMENTS TO THE ARTICLES OF ASSOCIATION TO REFLECT THE SWISS FEDERAL ACT ON INTERMEDIATED SECURITIES. | | Management | | For | | For |
| | | | |
8A | | ELECTION OF DIRECTOR: STEVEN L. NEWMAN. | | Management | | For | | For |
| | | | |
8B | | REELECTION OF DIRECTOR: THOMAS W. CASON. | | Management | | For | | For |
| | | | |
8C | | REELECTION OF DIRECTOR: ROBERT M. SPRAGUE. | | Management | | For | | For |
| | | | |
8D | | REELECTION OF DIRECTOR: J. MICHAEL TALBERT. | | Management | | For | | For |
| | | | | | | | |
8E | | REELECTION OF DIRECTOR: JOHN L. WHITMIRE. | | Management | | For | | For |
| | | | |
09 | | APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2010. | | Management | | For | | For |
YINGDE GASES GROUP CO LTD
| | | | | | |
Security | | G98430104 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 19-May-2010 |
| | | |
ISIN | | KYG984301047 | | Agenda | | 702368083 - Management |
| | | |
City | | HONG KONG | | Holding Recon Date | | 12-May-2010 |
| | | |
Country | | Cayman Islands | | Vote Deadline Date | | 14-May-2010 |
| | | |
SEDOL(s) | | B4K19W5 - B4VJF53 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | Receive and adopt the audited consolidated financial statements of the Company and the reports of the Directors and the Auditors for the YE 31 DEC 2009 | | Management | | For | | For |
| | | | |
2.a.1 | | Re-elect Mr. Zhongguo Sun as the Director of a Company | | Management | | For | | For |
| | | | |
2.a.2 | | Re-elect Mr. Zhao Xiangti as a Director of the Company | | Management | | Against | | Against |
| | | | |
2.a.3 | | Re-elect Mr. Chen Yan as a Director of the Company | | Management | | For | | For |
| | | | |
2.a.4 | | Re-elect Mr. Chen Dar Cin as the Director of a Company | | Management | | For | | For |
| | | | |
2.a.5 | | Re-elect Mr. Xu Zhao as a Director of the Company | | Management | | For | | For |
| | | | |
2.a.6 | | Re-elect Mr. Zheng Fuya as a Director of the Company | | Management | | For | | For |
| | | | |
2.a.7 | | Re-elect Dr. Wang Ching as a Director of the Company | | Management | | For | | For |
| | | | |
2.b | | Authorize the Board of Directors to fix the remuneration of the Directors of the Company | | Management | | For | | For |
| | | | |
3 | | Re-appoint KPMG as the Auditors of Company and authorize the Board of Directors of the Company to fix their remuneration | | Management | | For | | For |
| | | | |
4.a | | Authorize the Directors of our Company to allot, issue and deal with additional shares not exceeding 20% of the issued share capital of our Company | | Management | | For | | For |
| | | | |
4.b | | Authorize the Directors of our Company to repurchase shares not exceeding 10% of the issued share capital of the Company | | Management | | For | | For |
| | | | |
4.c | | Approve to extend the authority given to the Directors of the Company pursuant to Resolution 4(A) to issue shares by adding to the issued share capital of the Company, the number of shares repurchased under Resolution 4(B) | | Management | | For | | For |
| | | | |
5 | | Approve and ratify the proposed revised annual caps for the Supply-related Transactions for the year ending 31 DEC 2010 and thereafter, until 30 OCT 2029 | | Management | | For | | For |
| | | | |
CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE “IN FAVOR” OR “AGAINST”-ONLY FOR THE BELOW RESOLUTIONS. THANK YOU. | | Non-Voting | | | | |
HALLIBURTON COMPANY
| | | | | | |
Security | | 406216101 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | HAL | | Meeting Date | | 19-May-2010 |
| | | |
ISIN | | US4062161017 | | Agenda | | 933223668 - Management |
| | | |
City | | | | Holding Recon Date | | 22-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 18-May-2010 |
| | | |
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 | | Against | | Against |
| | | | |
1C | | ELECTION OF DIRECTOR: M. CARROLL | | Management | | For | | For |
| | | | | | | | |
| | | | |
1D | | ELECTION OF DIRECTOR: N.K. DICCIANI | | Management | | For | | For |
| | | | |
1E | | ELECTION OF DIRECTOR: S.M. GILLIS | | Management | | For | | For |
| | | | |
1F | | ELECTION OF DIRECTOR: J.T. HACKETT | | Management | | Against | | Against |
| | | | |
1G | | ELECTION OF DIRECTOR: D.J. LESAR | | Management | | For | | For |
| | | | |
1H | | ELECTION OF DIRECTOR: R.A. MALONE | | Management | | For | | For |
| | | | |
1I | | ELECTION OF DIRECTOR: J.L. MARTIN | | Management | | Against | | Against |
| | | | |
1J | | ELECTION OF DIRECTOR: D.L. REED | | Management | | For | | For |
| | | | |
02 | | PROPOSAL FOR RATIFICATION OF THE SELECTION OF AUDITORS. | | Management | | For | | For |
| | | | |
03 | | PROPOSAL ON HUMAN RIGHTS POLICY. | | Shareholder | | Against | | For |
| | | | |
04 | | PROPOSAL ON POLITICAL CONTRIBUTIONS. | | Shareholder | | Against | | For |
| | | | |
05 | | PROPOSAL ON EXECUTIVE COMPENSATION POLICIES. | | Shareholder | | For | | Against |
| | | | |
06 | | PROPOSAL ON SPECIAL SHAREOWNER MEETINGS. | | Shareholder | | Against | | For |
ALPHA NATURAL RESOURCES, INC.
| | | | | | |
Security | | 02076X102 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | ANR | | Meeting Date | | 19-May-2010 |
| | | |
ISIN | | US02076X1028 | | Agenda | | 933225319 - Management |
| | | |
City | | | | Holding Recon Date | | 29-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 18-May-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | DIRECTOR | | Management | | | | |
| | 1 MICHAEL J. QUILLEN | | | | For | | For |
| | 2 WILLIAM J. CROWLEY JR. | | | | For | | For |
| | 3 KEVIN S. CRUTCHFIELD | | | | For | | For |
| | 4 E. LINN DRAPER, JR. | | | | For | | For |
| | 5 GLENN A. EISENBERG | | | | For | | For |
| | 6 JOHN W. FOX, JR. | | | | For | | For |
| | 7 P. MICHAEL GIFTOS | | | | For | | For |
| | 8 JOEL RICHARDS, III | | | | Withheld | | Against |
| | 9 JAMES F. ROBERTS | | | | For | | For |
| | 10 TED G. WOOD | | | | For | | For |
| | | | |
2 | | APPROVE THE ADOPTION OF THE COMPANY’S 2010 LONG- TERM INCENTIVE PLAN. | | Management | | For | | For |
| | | | |
3 | | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, KPMG LLP. | | Management | | For | | For |
EL PASO CORPORATION
| | | | | | |
Security | | 28336L109 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | EP | | Meeting Date | | 19-May-2010 |
| | | |
ISIN | | US28336L1098 | | Agenda | | 933228303 - Management |
| | | |
City | | | | Holding Recon Date | | 24-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 18-May-2010 |
| | | |
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: DAVID W. CRANE | | 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: TIMOTHY J. PROBERT | | Management | | Against | | Against |
| | | | |
1I | | ELECTION OF DIRECTOR: STEVEN J. SHAPIRO | | Management | | For | | For |
| | | | |
1J | | ELECTION OF DIRECTOR: J. MICHAEL TALBERT | | Management | | For | | For |
| | | | |
1K | | ELECTION OF DIRECTOR: ROBERT F. VAGT | | Management | | For | | For |
| | | | |
1L | | 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 | | RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR. | | Management | | For | | For |
FIRST QUANTUM MINERALS LTD
| | | | | | |
Security | | 335934105 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 20-May-2010 |
| | | |
ISIN | | CA3359341052 | | Agenda | | 702406299 - Management |
| | | |
City | | VANCOUVER | | Holding Recon Date | | 15-Apr-2010 |
| | | |
Country | | Canada | | Vote Deadline Date | | 14-May-2010 |
| | | |
SEDOL(s) | | 2347608 - 3023521 - B01DH62 - B06F3W1 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’ FOR-RESOLUTION 3 AND ‘IN FAVOR’ OR ‘ABSTAIN’ FOR RESOLUTIONS 1.1 TO 1.8 AND 2.- THANK YOU. | | Non-Voting | | | | |
| | | | |
0 | | To receive the audited consolidated financial statements of the Company for-the FYE 31 DEC 2009 together with the Company’s Auditors report thereon | | Non-Voting | | | | |
| | | | |
1.1 | | Election of Mr. Philip K. R. Pascall as a Director for the ensuing year | | Management | | For | | For |
| | | | |
1.2 | | Election of Mr. G. Clive Newall as a Director for the ensuing year | | Management | | For | | For |
| | | | |
1.3 | | Election of Mr. Martin Rowley as a Director for the ensuing year | | Management | | For | | For |
| | | | |
1.4 | | Election of Mr. Rupert Pennant-Rea as a Director for the ensuing year | | Management | | For | | For |
| | | | |
1.5 | | Election of Mr. Andrew Adams as a Director for the ensuing year | | Management | | For | | For |
| | | | |
1.6 | | Election of Mr. Michael Martineau as a Director for the ensuing year | | Management | | For | | For |
| | | | |
1.7 | | Election of Mr. Peter St. George as a Director for the ensuing year | | Management | | For | | For |
| | | | |
1.8 | | Election of Mr. Paul Brunner as a Director for the ensuing year | | Management | | For | | For |
| | | | |
2 | | 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 |
| | | | |
3 | | Approve to accept the approach to executive compensation disclosed in the Company’s Management Information Circular delivered in advance of the Meeting, as specified | | Management | | For | | For |
| | | | |
0 | | Transact any other business | | Non-Voting | | | | |
THE WILLIAMS COMPANIES, INC.
| | | | | | |
Security | | 969457100 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | WMB | | Meeting Date | | 20-May-2010 |
| | | |
ISIN | | US9694571004 | | Agenda | | 933241820 - Management |
| | | |
City | | | | Holding Recon Date | | 29-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 19-May-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1A | | ELECTION OF DIRECTOR: KATHLEEN B. COOPER | | Management | | For | | For |
| | | | |
1B | | ELECTION OF DIRECTOR: WILLIAM R. GRANBERRY | | Management | | For | | For |
| | | | |
1C | | ELECTION OF DIRECTOR: WILLIAM G. LOWRIE | | Management | | For | | For |
| | | | |
02 | | APPROVAL OF THE AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF ALL DIRECTORS. | | Management | | For | | For |
| | | | |
03 | | APPROVAL OF THE AMENDMENT TO THE WILLIAMS COMPANIES, INC. 2007 INCENTIVE PLAN. | | Management | | For | | For |
| | | | |
04 | | RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS FOR 2010. | | Management | | For | | For |
| | | | |
05 | | STOCKHOLDER PROPOSAL REQUESTING A REPORT REGARDING THE ENVIRONMENTAL IMPACT OF CERTAIN FRACTURING OPERATIONS OF THE COMPANY. | | Shareholder | | Against | | For |
| | | | |
06 | | STOCKHOLDER PROPOSAL REQUESTING AN ADVISORY VOTE RELATED TO COMPENSATION. | | Shareholder | | For | | Against |
GRAFTECH INTERNATIONAL LTD.
| | | | | | |
Security | | 384313102 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | GTI | | Meeting Date | | 20-May-2010 |
| | | |
ISIN | | US3843131026 | | Agenda | | 933246503 - Management |
| | | |
City | | | | Holding Recon Date | | 25-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 19-May-2010 |
| | | |
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 STEVEN R. SHAWLEY | | | | For | | For |
| | 7 CRAIG S. SHULAR | | | | For | | For |
| | | | |
02 | | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR ENDING DECEMBER 31, 2010. | | Management | | For | | For |
| | | | |
03 | | TO RE-APPROVE THE PERFORMANCE MEASURES UNDER THE GRAFTECH INTERNATIONAL LTD. 2005 EQUITY INCENTIVE PLAN. | | Management | | For | | For |
PETROHAWK ENERGY CORPORATION
| | | | | | |
Security | | 716495106 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | HK | | Meeting Date | | 20-May-2010 |
| | | |
ISIN | | US7164951060 | | Agenda | | 933246969 - Management |
| | | |
City | | | | Holding Recon Date | | 31-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 19-May-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | DIRECTOR | | Management | | | | |
| | 1 THOMAS R. FULLER | | | | Withheld | | Against |
| | 2 ROBERT G. RAYNOLDS | | | | For | | For |
| | 3 STEPHEN P. SMILEY | | | | For | | For |
| | 4 CHRISTOPHER A. VIGGIANO | | | | For | | For |
| | | | |
02 | | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2010. | | Management | | For | | For |
BUNGE LIMITED
| | | | | | |
Security | | G16962105 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | BG | | Meeting Date | | 21-May-2010 |
| | | |
ISIN | | BMG169621056 | | Agenda | | 933257431 - Management |
| | | |
City | | | | Holding Recon Date | | 29-Mar-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 20-May-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1A | | ELECTION OF DIRECTOR: JORGE BORN, JR. | | Management | | For | | For |
| | | | |
1B | | ELECTION OF DIRECTOR: BERNARD DE LA TOUR D’AUVERGNE LAURAGUAIS | | Management | | For | | For |
| | | | |
1C | | ELECTION OF DIRECTOR: WILLIAM ENGELS | | Management | | For | | For |
| | | | |
1D | | ELECTION OF DIRECTOR: L. PATRICK LUPO | | Management | | For | | For |
| | | | |
02 | | TO APPOINT DELOITTE & TOUCHE LLP AS BUNGE LIMITED’S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010 AND TO AUTHORIZE THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO TO DETERMINE THE INDEPENDENT AUDITORS’ FEES. | | Management | | For | | For |
| | | | |
03 | | TO APPROVE THE BUNGE LIMITED ANNUAL INCENTIVE PLAN. | | Management | | For | | For |
SINO-FOREST CORP, MISSISSAUGA ON
| | | | | | |
Security | | 82934H101 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 31-May-2010 |
| | | |
ISIN | | CA82934H1010 | | Agenda | | 702422306 - Management |
| | | |
City | | TBD | | Holding Recon Date | | 30-Apr-2010 |
| | | |
Country | | Canada | | Vote Deadline Date | | 25-May-2010 |
| | | |
SEDOL(s) | | 2810702 - 5678059 - B01DR39 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | Election of the proposed nominees set forth in the management circular furnished in connection with the meeting as Directors of the corporation | | Management | | Against | | Against |
| | | | |
2 | | Appoint Ernst & Young LLP as Auditor of the Corporation for the ensuing year and to authorize the Directors of the Corporation to fix their remuneration to be paid to the Auditor | | Management | | For | | For |
| | | | |
0 | | Transact any other business | | Non-Voting | | | | |
| | | | |
| | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY-FOR RESOLUTION NUMBERS “1 AND 2”. THANK YOU. | | Non-Voting | | | | |
| | | | |
| | PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF VOTING OPTION COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM U-NLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | |
GUANGDONG INVESTMENT LTD
| | | | | | |
| | | |
Security | | Y2929L100 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 02-Jun-2010 |
| | | |
ISIN | | HK0270001396 | | Agenda | | 702393606 - Management |
| | | |
City | | HONG KONG | | Holding Recon Date | | 28-May-2010 |
| | | |
Country | | Hong Kong | | Vote Deadline Date | | 28-May-2010 |
| | | |
SEDOL(s) | | 5545119 - 6913168 - B01XXJ7 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | Receive and approve the audited consolidated financial statements and the reports of the Directors and the Auditors for the YE 31 DEC 2009 | | Management | | For | | For |
| | | | |
2 | | Declare a final dividend for the YE 31 DEC 2009 | | Management | | For | | For |
| | | | |
3.i | | Re-elect Ms. Xu Wenfang as a Director | | Management | | Against | | Against |
| | | | |
3.ii | | Re-elect Mr. Li Wai Keung as a Director | | Management | | Against | | Against |
| | | | |
3.iii | | Re-elect Dr. Chan Cho Chak, John as a Director | | Management | | For | | For |
| | | | |
3.iv | | Re-elect Dr. Li Kwok Po, David as a Director | | Management | | Against | | Against |
| | | | |
3.v | | Authorize the Board to fix the remuneration of the Directors | | Management | | For | | For |
| | | | |
4 | | Re-appoint the Auditors and authorize the Board to fix their remuneration | | Management | | For | | For |
| | | | |
5 | | Authorize the Directors to issue shares in the Company | | Management | | For | | For |
| | | | |
6 | | Authorize the Directors to repurchase shares in the Company | | Management | | For | | For |
| | | | |
7 | | Approve to extend the general mandate granted to the Directors to issue shares by adding the number of shares repurchased | | Management | | For | | For |
| | | | |
CMMT | | PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED-THE SAME AS A “TAKE NO ACTION” VOTE. | | Non-Voting | | | | |
| | | | |
CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/20100426/LTN2 0100426600.pdf | | Non-Voting | | | | |
ATACAMA MINERALS CORP
| | | | | | |
Security | | 045921103 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 04-Jun-2010 |
| | | |
ISIN | | CA0459211037 | | Agenda | | 702438119 - Management |
| | | |
City | | VANCOUVER | | Holding Recon Date | | 30-Apr-2010 |
| | | |
Country | | Canada | | Vote Deadline Date | | 28-May-2010 |
| | | |
SEDOL(s) | | 2869083 - B01DC78 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR RESOLUTION “3” AND ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTION- NUMBERS “1.1 TO 1.7 AND 2”. THANK YOU. | | Non-Voting | | | | |
| | | | |
0 | | Receive the annual report of management to the shareholders and the-consolidated audited financial statements of the Corporation for the YE 31-DEC 2009, together with the report of the Auditors thereon | | Non-Voting | | | | |
| | | | |
1.1 | | Election of Tim Miller as a Director | | Management | | For | | For |
| | | | |
1.2 | | Election of Lukas H. Lundin as a Director | | Management | | Abstain | | Against |
| | | | |
1.3 | | Election of Richard P. Clark as a Director | | Management | | Abstain | | Against |
| | | | |
1.4 | | Election of Paul K. Conibear as a Director | | Management | | For | | For |
| | | | | | | | |
| | | | |
1.5 | | Election of John H. Craig as a Director | | Management | | For | | For |
| | | | |
1.6 | | Election of Ron F. Hochstein as a Director | | Management | | Abstain | | Against |
| | | | |
1.7 | | Election of Barry Needham as a Director | | Management | | Abstain | | Against |
| | | | |
2 | | Appointment of PricewaterhouseCoopers LLP, Chartered Accountants, as the Auditors of the Corporation for the ensuing year and authorize the Directors to fix their remuneration | | Management | | For | | For |
| | | | |
3 | | Transact any other business | | Management | | Against | | Against |
SANDRIDGE ENERGY, INC.
| | | | | | |
Security | | 80007P307 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | SD | | Meeting Date | | 04-Jun-2010 |
| | | |
ISIN | | US80007P3073 | | Agenda | | 933262379 - Management |
| | | |
City | | | | Holding Recon Date | | 07-Apr-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 03-Jun-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | DIRECTOR | | Management | | | | |
| | 1 WILLIAM A. GILLILAND | | | | Withheld | | Against |
| | 2 D. DWIGHT SCOTT | | | | For | | For |
| | 3 JEFFREY S. SEROTA | | | | For | | For |
| | | | |
02 | | RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010. | | Management | | For | | For |
ENERGY RECOVERY INC
| | | | | | |
Security | | 29270J100 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | ERII | | Meeting Date | | 04-Jun-2010 |
| | | |
ISIN | | US29270J1007 | | Agenda | | 933264688 - Management |
| | | |
City | | | | Holding Recon Date | | 15-Apr-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 03-Jun-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | DIRECTOR | | Management | | | | |
| | 1 ARVE HANSTVEIT | | | | For | | For |
| | 2 HANS PETER MICHELET | | | | 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, 2010. | | Management | | For | | For |
ANTOFAGASTA P L C
| | | | | | |
Security | | G0398N128 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 09-Jun-2010 |
| | | |
ISIN | | GB0000456144 | | Agenda | | 702402683 - Management |
| | | |
City | | LONDON | | Holding Recon Date | | 07-Jun-2010 |
| | | |
Country | | United Kingdom | | Vote Deadline Date | | 03-Jun-2010 |
| | | |
SEDOL(s) | | 0045614 - B00KNM2 - B02S5P1 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | Receive and adopt the Directors’ and Auditors reports and the financial statements for the YE 31 DEC 2009 | | Management | | For | | For |
| | | | |
2 | | Approve the remuneration report for the YE 31 DEC 2009 | | Management | | For | | For |
| | | | |
3 | | Declare a final dividend | | Management | | For | | For |
| | | | |
4 | | Re-elect Mr. C.H. Bailey as a Director | | Management | | For | | For |
| | | | |
5 | | Re-elect Mr. W.M. Hayes as a Director | | Management | | For | | For |
| | | | |
6 | | Re-elect Mr. G.S. Menendez as a Director | | Management | | For | | For |
| | | | |
7 | | Re-elect Mr. D.E. Yarur as a Director | | Management | | For | | For |
| | | | |
8 | | Re-elect Deloitte LLP as the Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which the accounts are laid before the Company and to authorize the Directors to fix their remuneration | | Management | | For | | For |
| | | | |
9 | | Authorize the Directors of the Company, in substitution for all existing authorities, in accordance Section 551 of the Companies Act 2006 to: A) allot shares as defined in Section 540 of the Companies Act 2006 in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of GBP 16,430,945; and B) allot equity securities as defined in Section 560 of the Companies Act 2006 up to an aggregate nominal amount of GBP 32,861,890 such amount to be reduced by the aggregate nominal amount of shares allotted or rights to subscribe for or to convert any security into shares in the Company granted under paragraph A of this Resolution 9 in connection with an offer by way of a rights issue; i to ordinary shareholders in proportion as nearly as may be practicable CONTD.. | | Management | | For | | For |
| | | | |
CONT | | ..CONTD to their existing holdings; and ii to holders of other equity-securities as defined in Section 560 1 of the Companies Act 2006 as-required by the rights of those securities or, subject to such rights, as the-Directors otherwise consider necessary; and so that the Directors may impose-any limits or restrictions and make any arrangements which they consider-necessary or appropriate to deal with treasury shares, fractional-entitlements, record dates or legal, regulatory or practical problems in, or-under the laws of, any territory or any other matter Authority the earliier- at the end of the Company’s next AGM to be held in 2011 or on 30 JUN 2011-but, in each case, so that the Company may make offers and enter into-agreements before the authority expires which would or might, CONTD.. | | Non-Voting | | | | |
| | | | |
CONT | | ..CONTD require shares to be allotted or rights to subscribe for or to-convert any security into shares to be granted after the authority expires-and the Directors may allot shares or grant such rights under any such offer-or agreement as if the authority had not expired | | Non-Voting | | | | |
| | | | |
S.10 | | Authorize the Directors of the Company,, in substitution for all existing powers and subject to the passing of resolution 9, pursuant to Section 570 of the Companies Act 2006 to allot equity securities as defined in Section 560 of the Companies Act 2006 for cash pursuant to the authority granted by Resolution 9 and/or where the allotment constitutes an allotment of equity securities by virtue of Section 560 3 of the Companies Act 2006, in each case free of the restriction in Section 561 of the Companies Act 2006, such power to be limited: A) to the allotment of equity securities in connection with an offer of equity securities but in the case of an allotment pursuant to the authority granted by paragraph B of resolution 9, such power shall be limited to the allotment of equity securities in CONTD.. | | Management | | For | | For |
| | | | | | | | |
| | | | |
CONT | | ..CONTD connection with an offer by way of a rights issue only : i to-ordinary shareholders in proportion as nearly as may be practicable to-their existing holdings; and ii to holders of other equity securities as-defined in Section 560 1 of the Companies Act 2006 as required by the-rights of those securities or, subject to such rights, as the Directors-otherwise consider necessary; and so that the Directors may impose any limits-or restrictions and make any arrangements which they consider necessary or- appropriate to deal with treasury shares, fractional entitlements, record-dates or legal, regulatory or practical problems in, or under the laws of,-any territory or any other matter; and B) to the allotment of equity-securities pursuant to the authority granted by paragraph A of resolution 9-and or allotment CONTD.. | | Non-Voting | | | | |
| | | | |
CONT | | ..CONTD which constitutes an allotment of equity securities by virtue of-Section 560 3 of the Companies Act 2006, in each case otherwise than in the-circumstances set out in paragraph A of this Resolution 10 up to a nominal-amount of GBP 2,464,641, Authority expires the earlier at the end of the-Company’s next AGM to be held in 2011 or on 30 JUN 2011 but so that the- Company may make offers and enter into agreements before the power expires-which would or might, require equity securities to be allotted after the-power expires and the Directors may allot equity securities under any such-offer or agreement as if the power had not expired | | Non-Voting | | | | |
| | | | |
S.11 | | Authorize the Company, to make one or more market purchases within the meaning of Section 693 4 of the Companies Act 2006 of ordinary shares of 5p in the capital of the Company Ordinary Shares provided that: A the maximum aggregate number of ordinary shares authorized to be purchased is GBP 98,585,669 representing 10% of the issued ordinary share capital ; B the minimum price which may be paid for an ordinary share is 5p; C the maximum price which may be paid for an ordinary share is an amount equal to 105%of the average of the middle market quotations for an ordinary share as derived from The London Stock Exchange Daily official list for the 5 business days immediately preceding the day on which that ordinary share is purchased; Authority expires the earlier of the conclusion of the next AGM of the Company CONTD.. | | Management | | For | | For |
| | | | |
CONT | | ..CONTD to be held in 2011 or on 30 JUN 2011 ; and the Company may make a-contract to purchase ordinary shares under this authority before the expiry-of the authority which will or may be executed wholly or partly after the-expiry of the authority, and may make purchase of ordinary shares in-pursuance of any such contract | | Non-Voting | | | | |
| | | | |
S.12 | | Approve, that a general meeting of the Company other than an AGM may be called on not less than 14 clear days notice | | Management | | Against | | Against |
| | | | |
S.13 | | Amend the Articles of Association of the Company by deleting all the provisions of the Company’s Memorandum of Association which, by virtue of Section 28 Companies Act 2006, are to be treated as provisions of the Company’s Articles of Association; and adopt the Articles of Association as specified as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association | | Management | | For | | For |
CHESAPEAKE ENERGY CORPORATION
| | | | | | |
Security | | 165167107 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | CHK | | Meeting Date | | 11-Jun-2010 |
| | | |
ISIN | | US1651671075 | | Agenda | | 933277697 - Management |
| | | |
City | | | | Holding Recon Date | | 15-Apr-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 10-Jun-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | DIRECTOR | | Management | | | | |
| | 1 FRANK KEATING | | | | Withheld | | Against |
| | 2 MERRILL A. MILLER, JR. | | | | For | | For |
| | 3 FREDERICK B. WHITTEMORE | | | | Withheld | | Against |
| | | | |
02 | | TO APPROVE AN AMENDMENT TO OUR LONG TERM INCENTIVE PLAN. | | Management | | Against | | Against |
| | | | |
03 | | TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010. | | Management | | For | | For |
| | | | |
04 | | SHAREHOLDER PROPOSAL RELATING TO ANNUAL CASH BONUSES TO NAMED EXECUTIVE OFFICERS. | | Shareholder | | Against | | For |
| | | | |
05 | | SHAREHOLDER PROPOSAL REGARDING EXECUTIVE PARTICIPATION IN DERIVATIVE OR SPECULATIVE TRANSACTIONS INVOLVING STOCK. | | Shareholder | | For | | Against |
| | | | |
06 | | SHAREHOLDER PROPOSAL REQUESTING AN ADVISORY SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION. | | Shareholder | | For | | Against |
| | | | |
07 | | SHAREHOLDER PROPOSAL REQUESTING AN ADVISORY SHAREHOLDER VOTE ON EXECUTIVE AND DIRECTOR COMPENSATION. | | Shareholder | | For | | Against |
| | | | |
08 | | SHAREHOLDER PROPOSAL RELATING TO HYDRAULIC FRACTURING. | | Shareholder | | Against | | For |
| | | | |
09 | | SHAREHOLDER PROPOSAL RELATING TO A SUSTAINABILITY REPORT. | | Shareholder | | For | | Against |
COMPANHIA DE SANEAMENTO DE MINAS GERAIS—COPASA
| | | | | | |
| | | |
Security | | P28269101 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 14-Jun-2010 |
| | | |
ISIN | | BRCSMGACNOR5 | | Agenda | | 702466043 - Management |
| | | |
City | | BELO HORIZONTE | | Holding Recon Date | | 10-Jun-2010 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 08-Jun-2010 |
| | | |
SEDOL(s) | | B0YBZJ2 - B1BYFV3 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
CMMT | | IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS 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 | | | | |
| | | | |
CMMT | | 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 ALLOWED. THANK YOU | | Non-Voting | | | | |
| | | | |
1 | | Approve to take out financing from Caixa Economica Federal in the amount of BRL 605,400,000.00 | | Management | | For | | For |
| | | | |
2 | | Approve to take out financing from Banco Nacional De Desenvolvimento Economico E Social, in the amount of BRL 740,700,000.00 | | Management | | For | | For |
| | | | | | | | |
| | | | |
3 | | Approve the inclusion of the services for revitalization of a unit and technological development for odor control, in the amount of BRL 37,000,000.00, within the original scope of the administrative bid process, in reference to contracting for the expansion and improvement project for the Riberao Arrudas Catchment area sewage treatment station, known as Ete Arrudas, for average secondary treatment capacity of 3,375 cubic meters a second, approved at the annual and EGM of shareholders on 28 APR 2009, with the amount going from up to BRL 162,300,000.00 to up to BRL 199,300,000.00 | | Management | | For | | For |
| | | | |
4 | | Approve the donation, as a return, to the municipality of Piranguinho, of the real property in reference to the old local office and land area with 70 square meters, located in Piranguinho, Minas Gerais, in Alto Mantiqueira district | | Management | | For | | For |
PHOENIX SOLAR AKTIENGESELLSCHAFT, SULZEMOOS
| | | | | | |
| | | |
Security | | D6086J116 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 16-Jun-2010 |
| | | |
ISIN | | DE000A0BVU93 | | Agenda | | 702422940 - Management |
| | | |
City | | FUERSTENFELDBRUCK | | Holding Recon Date | | 25-May-2010 |
| | | |
Country | | Germany | | Vote Deadline Date | | 02-Jun-2010 |
| | | |
SEDOL(s) | | B046MV8 - B0V9SB2 - B28L923 | | 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 26 MAY 2010, WHEREAS-THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. THI-S IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GE-RMAN LAW. THANK YOU | | Non-Voting | | | | |
| | | | |
1. | | Presentation of the financial statements and annual report for the 2009 FY wit-h the report of the Supervisory Board, the Group financial statements, the Gro-up annual 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 43,345,366.66 as follows: payment of a dividend of EUR 0.20 per no-par share EUR 42,004,866.66 shall be carried forward ex- dividend and payable date: 17 JUN 2010 | | Management | | For | | For |
| | | | |
3. | | Ratification of the acts of the Board of Managing Directors | | Management | | For | | For |
| | | | |
4. | | Ratification of the acts of the Supervisory Board | | Management | | For | | For |
| | | | |
5. | | Appointment of Auditors for the 2010 FY: Awt Horwath GmbH, Munich | | Management | | For | | For |
| | | | |
6.1 | | Elections to the Supervisory Board: Johannes Michael Fishl | | Management | | For | | For |
| | | | |
6.2 | | Elections to the Supervisory Board: Thomas Zinser | | Management | | For | | For |
| | | | |
6.3 | | Elections to the Supervisory Board: Patrick Schweisthal | | Management | | For | | For |
| | | | |
6.4 | | Elections to the Supervisory Board: Klaus Hoefle | | Management | | For | | For |
| | | | |
6.5 | | Elections to the Supervisory Board: Oliver Gosemann | | Management | | For | | For |
| | | | |
6.6 | | Elections to the Supervisory Board: Torsten Hass | | Management | | For | | For |
| | | | | | | | |
| | | | |
7. | | Authorization to acquire own shares, the Company shall be authorized to acquire own shares of up to 10% of its share capital, at a price not differing more than 10% from the market price of the shares, on or before 15 JUN 2015, the Board of Managing Directors shall be authorized to sell the shares on the Stock Exchange, to offer the shares to all shareholders, to use the shares for mergers and acquisitions, within the scope of the 2006 Stock Option Plan, or for satisfying conversion/option rights, to sell the shares at a price not materially below their market price, and to retire the shares | | Management | | For | | For |
| | | | |
8. | | Resolution on the revocation of the authorized capital 2006, the creation of new authorized capital, and the corresponding amendment to the Articles of Association the existing authorized capital 2006 of up to EUR 1,603,000 shall be revoked, the Board of Managing Directors shall be authorized, with the consent of the Supervisory Board, to increase the share capital by up to EUR 3,351,250 through the issue of new bearer no-par shares against contributions in cash and/or kind, on or before 15 JUN 2015 (authorized capital 2010), shareholders shall be granted subscription rights except for a capital increase of up to 10% of the share capital against contributions in cash if the shares are issued at a price not materially below their market price, for the issue of shares against contributions in kind, and for residual amounts | | Management | | Against | | Against |
| | | | |
9. | | Resolution on the authorization to issue convertible and/or warrant bonds, the creation of contingent capital, and the corresponding amendment to the Articles of Association the Board of Managing Directors shall be authorized, with the consent of the Supervisory Board, to issue bearer bonds of up to EUR 200,000,000, having a term of up to 5 years and conferring conversion and/or option rights for shares of the Company, on or before 15 JUN 2015, shareholders shall be granted subscription rights except for the issue of bonds conferring conversion and/or option rights for shares of the Company of up to 10% of the share capital at a price not materially below their theoretical market value, for residual amounts, for the granting of such rights to holders of conversion or option rights, and for the issue bonds against contributions in kind, the Company’s share capital shall be increased accordingly by up to EUR 2,814,000 through the issue of new shares, insofar as conversion and /or option rights are exercised (contingent capital 2010) | | Management | | Against | | Against |
| | | | |
10. | | Amendments to the Articles of Association in accordance with the law on the implementation of the Shareholder Rights Directive (ARUG): (1) Section 13(3), in respect of the shareholders’ meeting being convened at least 30 days prior to the meeting; (2) Section 14(1), in respect of shareholders being entitled to participate in and vote at the shareholders’ meeting, if they register with the Company by the sixth day prior to the meeting and provide evidence of their shareholding as per the 21st day prior to the meeting (3) Section 14(8), in respect of proxy-voting instructions being issued in textual form and the Company being authorized to reject one or more proxies, if a shareholder appoints more than one proxy (4) Section 14(9), in respect of the Company being authorized to appoint proxies who are obliged to vote at the shareholders’ meeting in accordance with the shareholders’ directives (5) Section 14(10), in respect of the Board of Managing Directors being authorized to allow shareholders to exercise their voting rights in writing or electronically (absentee voting); (6) Section 14(11), in respect of the Board of Managing Directors being authorized to permit the audiovisual transmission of the shareholders’ meeting (7) Section 15(3), in respect of the financial statements and annual report, the Group financial statements and Group annual report, as well as the proposal of the Board of Managing Directors on the appropriation of the distributable profit and the report of the Supervisory Board being displayed for inspection by the shareholders at the offices of the Company or on the Company’s website from the time of convening onwards | | Management | | For | | For |
NEO MATL TECHNOLOGIES INC
| | | | | | |
| | | |
Security | | 64045Y108 | | Meeting Type | | MIX |
| | | |
Ticker Symbol | | | | Meeting Date | | 17-Jun-2010 |
| | | |
ISIN | | CA64045Y1088 | | Agenda | | 702458337 - Management |
| | | |
City | | TORONTO | | Holding Recon Date | | 13-May-2010 |
| | | |
Country | | Canada | | Vote Deadline Date | | 11-Jun-2010 |
| | | |
SEDOL(s) | | 2718215 - B13YYK3 - B142LG1 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR RESOLUTIONS “3” AND ‘IN FAVOR’ OR ‘ABSTAIN’ ONLY FOR RESOLUTION- NUMBERS “1.1 TO 1.8 AND 2”. THANK YOU. | | Non-Voting | | | | |
| | | | |
0 | | To receive the annual report and the financial statements for the YE 31 DEC-2009 and the report of the Auditors thereon | | Non-Voting | | | | |
| | | | |
1.1 | | Election of Gary E. German as a Director | | Management | | For | | For |
| | | | |
1.2 | | Election of Ho Soo Ching as a Director | | Management | | For | | For |
| | | | |
1.3 | | Election of James J. Jackson as a Director | | Management | | For | | For |
| | | | |
1.4 | | Election of Constantine E. Karayannopoulos as a Director | | Management | | For | | For |
| | | | |
1.5 | | Election of Claire M. C. Kennedy as a Director | | Management | | For | | For |
| | | | |
1.6 | | Election of William E. Macfarlane as a Director | | Management | | For | | For |
| | | | |
1.7 | | Election of Peter E. O’Connor as a Director | | Management | | For | | For |
| | | | |
1.8 | | Election of John E. Pearson as a Director | | Management | | For | | For |
| | | | |
2 | | Re-appointment of KPMG LLP as the Auditors of Neo to hold office until the later of the close of the next AGM of shareholders of Neo or until a successor is appointed and to authorize the Directors of Neo to fix the Auditors’ remuneration | | Management | | For | | For |
| | | | |
S.3 | | Approve the confirmation of the Shareholder Rights Plan the Rights Plan of the Corporation, the details of which are contained under the heading matters to be acted upon approval of the Rights Plan Resolution in the accompanying Information Circular | | Management | | For | | For |
| | | | |
0 | | To transact such other business | | Non-Voting | | | | |
EXCO RESOURCES, INC.
| | | | | | |
Security | | 269279402 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | XCO | | Meeting Date | | 17-Jun-2010 |
| | | |
ISIN | | US2692794025 | | Agenda | | 933264563 - Management |
| | | |
City | | | | Holding Recon Date | | 22-Apr-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 16-Jun-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | DIRECTOR | | Management | | | | |
| | 1 DOUGLAS H. MILLER | | | | For | | For |
| | 2 STEPHEN F. SMITH | | | | Withheld | | Against |
| | 3 JEFFREY D. BENJAMIN | | | | For | | For |
| | | | | | | | |
| | 4 VINCENT J. CEBULA | | | | For | | For |
| | 5 EARL E. ELLIS | | | | For | | For |
| | 6 B. JAMES FORD | | | | For | | For |
| | 7 MARK MULHERN | | | | For | | For |
| | 8 T. BOONE PICKENS | | | | For | | For |
| | 9 JEFFREY S. SEROTA | | | | For | | For |
| | 10 ROBERT L. STILLWELL | | | | For | | For |
| | | | |
02 | | PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | | Management | | For | | For |
| | | | |
03 | | SHAREHOLDER PROPOSAL ON BOARD DIVERSITY. | | Shareholder | | Against | | For |
CHINA HIGH SPEED TRANSMISSION EQUIPMENT GROUP CO L
| | | | | | |
| | | |
Security | | G2112D105 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 18-Jun-2010 |
| | | |
ISIN | | KYG2112D1051 | | Agenda | | 702431862 - Management |
| | | |
City | | HONG KONG | | Holding Recon Date | | 11-Jun-2010 |
| | | |
Country | | Cayman Islands | | Vote Deadline Date | | 14-Jun-2010 |
| | | |
SEDOL(s) | | B1YC2B3 - B231MR4 - B244P39 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
CMMT | | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR ALL RESOLUTIONS. THANK YOU. | | Non-Voting | | | | |
| | | | |
CMMT | | PLEASE NOTE THAT THE COMPANY NOTICE IS AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews.hk/listedco/listconews/sehk/20100513/LTN2 0100513224.pdf | | Non-Voting | | | | |
| | | | |
1 | | Approve the audited consolidation financial statements and together with the Directors’ report and the independent Auditors’ report of the Company for the YE 31 DEC 2009 | | Management | | For | | For |
| | | | |
2 | | Declare a final dividend in respect of the YE 31 DEC 2009 | | Management | | For | | For |
| | | | |
3.a | | Re-elect Mr. Hu Yueming as an Executive Director | | Management | | For | | For |
| | | | |
3.b | | Re-elect Mr. Chen Yongdao as an Executive Director | | Management | | Against | | Against |
| | | | |
3.c | | Re-elect Mr. Lu Xun as an Executive Director | | Management | | Against | | Against |
| | | | |
3.d | | Re-elect Mr. Jin Maoji as an Executive Director | | Management | | Against | | Against |
| | | | |
3.e | | Authorize the Board of Directors of the Company to fix the remuneration of Directors | | Management | | For | | For |
| | | | |
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 | | Approve to grant a general mandate to the Directors of the Company to allot, issue and deal with the Company’s share | | Management | | For | | For |
| | | | |
6 | | Approve to grant a general mandate to the Directors of the Company to repurchase the Company’s shares | | Management | | For | | For |
| | | | |
7 | | Approve to extend the general mandate to issue shares of the Company by adding thereto the shares repurchased by the Company | | Management | | For | | For |
OJSC OC ROSNEFT
| | | | | | |
| | | |
Security | | 67812M207 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 18-Jun-2010 |
| | | |
ISIN | | US67812M2070 | | Agenda | | 702455189 - Management |
| | | |
City | | TBD | | Holding Recon Date | | 29-Apr-2010 |
| | | |
Country | | Russian Federation | | Vote Deadline Date | | 08-Jun-2010 |
| | | |
SEDOL(s) | | B17FSC2 - B1N63N5 - B550CN6 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | Approve the Company annual report | | Management | | For | | For |
| | | | |
2 | | Approve the Company annual accounting statements, including profit and loss statements (Profit and Loss Accounts) | | Management | | For | | For |
| | | | |
3 | | Approve the distribution of the Company profits based on the results of the year 2009 | | Management | | For | | For |
| | | | |
4 | | Approve the amounts, timing, and form of payment of dividends in accordance with the results of the year 2009 | | Management | | For | | For |
| | | | |
5 | | Approve the remuneration and reimbursement of expenses for members of the Board of Directors of the Company | | Management | | For | | For |
| | | | |
0 | | PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS RESOLUTION REGARDING THE-ELECTION OF DIRECTORS. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS-MEETING. PLEASE NOTE THAT ONLY A VOTE “FOR” THE DIRECTOR WILL BE CUMULATED.-PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS. | | Non-Voting | | | | |
| | | | |
6.1 | | Election of Bogdanov Vladimir Leonidovich as a Member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
6.2 | | Election of Bogdanchikov Sergey Mikhailovich as a Member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
6.3 | | Election of Kostin Andrey Leonidovich as a Member of the Board of Directors of the Company | | Management | | Against | | Against |
| | | | |
6.4 | | Election of Kudryashov Sergey Ivanovich as a Member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
6.5 | | Election of Nekipelov Alexander Dmitrievich as a Member of the Board of Directors of the Company | | Management | | Against | | Against |
| | | | |
6.6 | | Election of Petrov Youriy Alexandrovich as a Member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
6.7 | | Election of Reous Andrey Georgievich as a Member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
6.8 | | Election of Rudloff Hans-Joerg as a Member of the Board of Directors of the Company | | Management | | For | | For |
| | | | |
6.9 | | Election of Sechin Igor Ivanovich as a Member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
6.10 | | Election of Tokarev Nikolay Petrovich as a Member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.1 | | Election of Kobzev Andrey Nikolaevich as a Member of the Internal Audit Commission of the Company | | Management | | For | | For |
| | | | |
7.2 | | Election of Pakhomov Sergey Alexandrovich as a Member of the Internal Audit Commission of the Company | | Management | | For | | For |
| | | | |
7.3 | | Election of Pesotskiy Konstantin Valerievich as a Member of the Internal Audit Commission of the Company | | Management | | For | | For |
| | | | |
7.4 | | Election of Fisenko Tatiana Vladimirovna as a Member of the Internal Audit Commission of the Company | | Management | | For | | For |
| | | | |
7.5 | | Election of Yugov Alexander Sergeevich as a Member of the Internal Audit Commission of the Company | | Management | | For | | For |
| | | | |
8 | | Election of the External Auditor of the Company | | Management | | For | | For |
| | | | |
9.1 | | Approve the related party transactions: providing by OOO ‘RN- Yuganskneftegas’ of the services to the Company on production at oil and gas fields, the licenses for development thereof held by the Company, production of oil in the amount of 63,435.0 thousand tons and production of associated gas in the amount of 3,916.0 million cubic meters for the overall maximum amount of 115,000,000.0 thousand Roubles and on transfer of produced resources of hydrocarbons to the Company for further distribution | | Management | | For | | For |
| | | | |
9.2 | | Approve the related party transactions: providing by OJSC ‘AK ‘Transneft’ of the services to the Company on transportation of crude oil by long-distance pipelines in the quantity of 114,000.0 thousand tons for a fee not exceeding the overall maximum amount of 167,000,000.0 thousand Roubles in the year 2011 | | Management | | For | | For |
| | | | | | | | |
| | | | |
9.3 | | Approve the related party transactions: execution by the Company of the General Agreement with OJSC ‘Russian Regional Development Bank’ on the general terms and conditions of deposit transactions and transactions within this General Agreement on deposit by the Company of its cash funds in Roubles, and/or in USA dollars, and/or in EURO at accounts with OJSC ‘Russian Regional Development Bank’ for the maximum amount of 493,000,000.0 thousand Roubles at the specified terms and conditions | | Management | | For | | For |
| | | | |
9.4 | | Approve the related party transactions: execution by the Company of the general agreement with OJSC Bank VTB on general terms and conditions of deposit transactions and transactions within this general agreement on deposit by the Company of its cash funds in Roubles, and/or in USA dollars, and/or in EURO at accounts with OJSC Bank VTB for the maximum amount of 493,000,000.0 thousand Roubles at the specified terms and conditions | | Management | | For | | For |
| | | | |
9.5 | | Approve the related party transactions: execution by the Company of the general agreement with OJSC ‘Russian Regional Development Bank’ on general terms and conditions of foreign currency exchange transactions and transactions within this General Agreement on purchase and sales of foreign currency (forex transactions) with the following currency pairs: USA dollar/rouble, EURO/rouble, EURO/USA dollar for the overall maximum amount of 238,000,000.0 thousand Roubles at the specified exchange rates | | Management | | For | | For |
| | | | |
9.6 | | Approve the related party transactions: execution by the Company of the general agreement with OJSC Bank VTB on general terms and conditions of foreign currency exchange transactions with the use of ‘Reuter Dealing’ ‘BS-Client’ systems and transactions within this General Agreement on sales and purchase of foreign currency (forex transactions) with the following currency pairs: USA Dollar/Rouble, Euro/Rouble, EURO/USA dollar for the overall maximum amount of 578,000,000.0 thousand Roubles at the specified exchange rates | | Management | | For | | For |
| | | | |
9.7 | | Approve the related party transactions: the execution by the Company of the agreement with OJSC ‘Russian Regional Development Bank’ on procedure for execution of credit transactions with the use of ‘Reuter Dealing’ system and also performing of transactions within this Agreement on receiving by the Company of loans from OJSC ‘Russian Regional Development Bank’ in Roubles, and/or in USA dollars, and/or in EURO for the overall maximum amount of 216,000,000.0 thousand Roubles | | Management | | For | | For |
| | | | |
9.8 | | Approve the related party transactions: the execution by the Company of the agreement with OJSC Bank VTB on procedure for execution of credit transactions with the use of ‘Reuter Dealing’ system and also performing of transactions within this Agreement on receiving by the Company of loans from OJSC Bank VTB in Roubles, and/or in USA dollars, and/or in EURO for the overall maximum amount of 216,000,000.0 thousand Roubles at the specified terms and conditions | | Management | | For | | For |
URALKALI JSC
| | | | | | |
Security | | 91688E206 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 18-Jun-2010 |
| | | |
ISIN | | US91688E2063 | | Agenda | | 702464328 - Management |
| | | |
City | | TBD | | Holding Recon Date | | 11-May-2010 |
| | | |
Country | | Russian Federation | | Vote Deadline Date | | 10-Jun-2010 |
| | | |
SEDOL(s) | | B1FLM08 - B28RV47 - B3K5JF3 - B55DM13 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
CMMT | | PLEASE NOTE THAT THIS IS A REVISION DUE TO DELETION OF VOTING OPTIONS COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | | Non-Voting | | | | |
| | | | |
1 | | Approve the procedure of the AGM of shareholders of OJSC Uralkali | | Management | | For | | For |
| | | | |
2 | | Approve OJSC Uralkali’s annual report for 2009 | | Management | | For | | For |
| | | | |
3 | | Approve the annual accounting statements of OJSC Uralkali for 2009 | | Management | | For | | For |
| | | | |
4 | | Approve OJSC Uralkali’s profit distribution on results of 2009 at the amount of RUB 1,153,184.1 Thousand; and the distribution of RUB 2,475,388.1 Thousand from undistributed profit for 2008 as follows: to pay dividends on results of 2009 at RUB 1.70 per ordinary share assigning RUB 3,611,463.0 Thousand for dividend payments; not to pay the remuneration provided by Regulations on the Board of Directors of OJSC Uralkali to the Board Members; pursuant to Regulations on the Board Committees of OJSC Uralkali to assign the amount of RUB 16,821.8 Thousand to pay remuneration to the Board Members who are Independent Directors for their activities as the Board Committees Members of OJSC Uralkali; CONTD | | Management | | For | | For |
| | | | |
CONT | | CONTD and not to pay the remuneration provided by Regulations on the Auditing-Commission of OJSC Uralkali to the Auditing Commission Members; to pay-remuneration at the rate of RUB 287.4 Thousand to the Auditing Commission-Members | | Non-Voting | | | | |
| | | | |
5.1 | | Election of Valery Yuryevich Lepehin to the Auditing Commission of OJSC Uralkali | | Management | | For | | For |
| | | | |
5.2 | | Election of Aleksandra Vladimirovna Orlova to the Auditing Commission of OJSC Uralkali | | Management | | For | | For |
| | | | |
5.3 | | Election of Natalya Sergeevna Prokopova to the Auditing Commission of OJSC Uralkali | | Management | | For | | For |
| | | | |
5.4 | | Election of Elena Alekseevna Radaeva to the Auditing Commission of OJSC Uralkali | | Management | | For | | For |
| | | | |
5.5 | | Election of Alexey Mihaylovich Yakovlev to the Auditing Commission 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 2010 | | Management | | For | | For |
| | | | |
7 | | Approve the Regulations on the General Meeting of Shareholders of OJSC “Uralkali” in a new version | | Management | | For | | For |
| | | | |
8 | | Approve the Regulations on the Board of Directors of OJSC “Uralkali” in a new version | | Management | | For | | For |
| | | | |
9 | | Approve the Regulations on the Auditing Commission of OJSC “Uralkali” in a new version | | Management | | For | | For |
| | | | |
10 | | Approve the Regulations on Remunerations and Indemnity to OJSC “Uralkali” Board Members | | Management | | For | | For |
| | | | |
0 | | PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS RESOLUTION REGARDING THE-ELECTION OF DIRECTORS. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS-MEETING. PLEASE NOTE THAT ONLY A VOTE “FOR” THE DIRECTOR WILL BE CUMULATED.-PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS. | | Non-Voting | | | | |
| | | | |
11.1 | | Election of Jury Valeryevich Gavrilov as a Member of the Board of Directors of OJSC “Uralkali” | | Management | | Abstain | | Against |
| | | | |
11.2 | | Election of Andrey Rudolfovich Konogorov as a Member of the Board of Directors of OJSC “Uralkali” | | Management | | For | | For |
| | | | |
11.3 | | Election of Anna Grigoryevna Koff as a Member of the Board of Directors of OJSC “Uralkali” | | Management | | For | | For |
| | | | |
11.4 | | Election of Kuzma Valeryevich Marchuk as a Member of the Board of Directors of OJSC “Uralkali” | | Management | | Abstain | | Against |
| | | | |
11.5 | | Election of Denis Stanislavovich Morozov as a Member of the Board of Directors of OJSC “Uralkali” | | Management | | Abstain | | Against |
| | | | | | | | |
| | | | |
11.6 | | Election of Vladimir Eduardovich Ruga as a Member of the Board of Directors of OJSC “Uralkali” | | Management | | For | | For |
| | | | |
11.7 | | Election of Dmitry Yevgenyevich Rybolovlev as a Member of the Board of Directors of OJSC “Uralkali” | | Management | | Abstain | | Against |
| | | | |
11.8 | | Election of Hans Jochum Horn as a Member of the Board of Directors of OJSC “Uralkali” | | Management | | For | | For |
| | | | |
11.9 | | Election of Ilya Arturovich Yuzhanov as a Member of the Board of Directors of OJSC “Uralkali” | | Management | | For | | For |
| | | | |
12.1 | | Approve the conclusion of the following contracts between OJSC “Uralkali” (Customer) and OJSC “Galurgia” (Contractor, Performer): work contracts (including work contracts for design and survey works); contracts for research and development works; contracts for engineering development and process design works as interested party transactions; and which may be concluded in the process of OJSC Uralkali s usual business activity in the future; and to determine that the ceiling amount to which the specified transactions may be concluded is RUB 650 million | | Management | | For | | For |
| | | | |
12.2 | | Approve the conclusion of the following contracts 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” and (or) (5) CJSC “Avtotranskali”: work contracts; paid service contracts as interested party transactions; and which may be concluded in the process of OJSC Uralkali s usual business activity in the future; and to determine that the ceiling amount to which the specified transactions may be concluded is RUB 5700 million | | Management | | For | | For |
| | | | |
12.3 | | Approve the conclusion of paid service contracts between OJSC “Uralkali” (Customer) and LLC “Polyclinic Uralkali-Med” (Performer) as interested party transactions; and which may be concluded in the process of OJSC Uralkali s usual business activity in the future; and to determine that the ceiling amount to which the specified transactions may be concluded is RUB 35 million | | Management | | For | | For |
| | | | |
12.4 | | Approve the conclusion of sales contracts between OJSC “Uralkali” (Customer) and the Sellers: (1) LLC “SMT “BShSU” and (or) (2) LLC “Satellit-Service” and (or) (3) CJSC “Avtotranskali” and (or) (4) LLC “Vagonoe Depo Balahontsy” and (or) (5) CJSC Novaya Nedvizhimost” as interested party transactions; and which may be concluded in the process of OJSC Uralkali s usual business activity in the future; and to determine that the ceiling amount to which the specified transactions may be concluded is RUB 50 million | | Management | | For | | For |
| | | | |
12.5 | | Approve the conclusion of sales contracts 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” as interested party transactions; and which may be concluded in the process of OJSC Uralkali s usual business activity in the future; and to determine that the ceiling amount to which the specified transactions may be concluded is RUB 1,100 million | | Management | | For | | For |
| | | | |
12.6 | | Approve the conclusion of lease contracts 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” and (or) (6) CJSC “Novaya Nedvizhimost” and (or) (7) CJSC “Uralkali-Tehnologiya” as interested party transactions; and which may be concluded in the process of OJSC Uralkali s usual business activity in the future; and to determine that the ceiling amount to which the specified transactions may be concluded is RUB 100 million | | Management | | For | | For |
| | | | | | | | |
12.7 | | Approve the conclusion of sublicense contracts between OJSC “Uralkali” (Sublicensee) and LLC “Satellit-Service” (Sublicensor) as interested party transactions; and which may be concluded in the process of OJSC Uralkali s usual business activity in the future; and to determine that the ceiling amount to which the specified transactions may be concluded is RUB 20 million | | Management | | For | | For |
URANIUM PARTN CORP
| | | | | | |
Security | | 917017105 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 22-Jun-2010 |
| | | |
ISIN | | CA9170171057 | | Agenda | | 702458135 - Management |
| | | |
City | | TORONTO | | Holding Recon Date | | 11-May-2010 |
| | | |
Country | | Canada | | Vote Deadline Date | | 16-Jun-2010 |
| | | |
SEDOL(s) | | B085ST1 - B08HBZ4 - B09PFC2 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
| | PLEASE NOTE THAT THE SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘WITHHOLD’-ONLY FOR RESOLUTIONS 1.1 TO 1.5 AND 2. THANK YOU. | | Non-Voting | | | | |
| | | | |
| | To receive the financial statements of Uranium Participation for the YE 28 FEB-2010, together with the Auditor’s report thereon | | Non-Voting | | | | |
| | | | |
1.1 | | Election of Paul J. Bennett as a Director for the ensuing year | | Management | | Abstain | | Against |
| | | | |
1.2 | | Election of Jeff Kennedy as a Director for the ensuing year | | Management | | Abstain | | Against |
| | | | |
1.3 | | Election of Richard H. McCoy as a Director for the ensuing year | | Management | | For | | For |
| | | | |
1.4 | | Election of Garth A.C. MacRae as a Director for the ensuing year | | Management | | Abstain | | Against |
| | | | |
1.5 | | Election of Kelvin Williams as a Director for the ensuing year | | Management | | For | | For |
| | | | |
2. | | Appointment of PricewaterhouseCoopers LLP as the Auditors for the ensuing year and authorize the Directors to fix the remuneration of the Auditors | | Management | | For | | For |
| | | | |
| | Transact such other business | | Non-Voting | | | | |
PETROLEO BRASILEIRO S.A. – PETROBRAS
| | | | | | |
Security | | 71654V408 | | Meeting Type | | Special |
| | | |
Ticker Symbol | | PBR | | Meeting Date | | 22-Jun-2010 |
| | | |
ISIN | | US71654V4086 | | Agenda | | 933296635 - Management |
| | | |
City | | | | Holding Recon Date | | 28-May-2010 |
| | | |
Country | | Brazil | | Vote Deadline Date | | 17-Jun-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | TO APPROVE THE MODIFICATION OF THE BYLAWS OF THE COMPANY, ALL AS MORE FULLY DESCRIBED IN THE COMPANY’S WEBSITE. | | Management | | For | | For |
VALE S.A.
| | | | | | |
Security | | 91912E105 | | Meeting Type | | Special |
| | | |
Ticker Symbol | | VALE | | Meeting Date | | 22-Jun-2010 |
| | | |
ISIN | | US91912E1055 | | Agenda | | 933298069 - Management |
| | | |
City | | | | Holding Recon Date | | 27-May-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 16-Jun-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | APPOINTMENT OF A MEMBER OF BOARD OF DIRECTORS- VALEPAR S.A. NOMINEE FOR THIS POSITION IS MR. JOSE MAURO METTRAU CARNEIRO DA CUNHA. FOR MORE DETAILS ON VALEPAR’S PROPOSAL, PLEASE REVIEW THE DOCUMENTS RELATED TO THIS MEETING ON THE COMPANY’S WEBPAGE. | | Management | | Against | | Against |
MITSUI & CO.,LTD.
| | | | | | |
Security | | J44690139 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 23-Jun-2010 |
| | | |
ISIN | | JP3893600001 | | Agenda | | 702461271 - Management |
| | | |
City | | TOKYO | | Holding Recon Date | | 31-Mar-2010 |
| | | |
Country | | Japan | | Vote Deadline Date | | 21-Jun-2010 |
| | | |
SEDOL(s) | | 4594071 - 5736463 - 6597302 - B03KWZ5 - B0ZGPX0 | | Quick Code | | 80310 |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
| | Please reference meeting materials. | | Non-Voting | | | | |
| | | | |
1. | | Approve Appropriation of Retained Earnings | | Management | | For | | For |
| | | | |
2.1 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.2 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.3 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.4 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.5 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.6 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.7 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.8 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.9 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.10 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.11 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.12 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.13 | | Appoint a Director | | Management | | For | | For |
| | | | |
3. | | Appoint a Corporate Auditor | | Management | | For | | For |
MITSUBISHI CORPORATION
| | | | | | |
Security | | J43830116 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 24-Jun-2010 |
| | | |
ISIN | | JP3898400001 | | Agenda | | 702463299 - Management |
| | | |
City | | TOKYO | | Holding Recon Date | | 31-Mar-2010 |
| | | |
Country | | Japan | | Vote Deadline Date | | 22-Jun-2010 |
| | | |
SEDOL(s) | | 0597621 - 5101908 - 6596785 - B02JCW0 | | Quick Code | | 80580 |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
| | Please reference meeting materials. | | Non-Voting | | | | |
| | | | |
1. | | Approve Appropriation of Retained Earnings | | Management | | For | | For |
| | | | |
2.1 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.2 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.3 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.4 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.5 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.6 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.7 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.8 | | Appoint a Director | | Management | | For | | For |
| | | | | | | | |
| | | | |
2.9 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.10 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.11 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.12 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.13 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.14 | | Appoint a Director | | Management | | For | | For |
| | | | |
2.15 | | Appoint a Director | | Management | | For | | For |
| | | | |
3. | | Appoint a Corporate Auditor | | Management | | For | | For |
| | | | |
4. | | Approve Payment of Bonuses to Directors | | Management | | For | | For |
| | | | |
5. | | Approve reserved retirement remuneration for Directors | | Management | | For | | For |
| | | | |
6. | | Amend the Compensation to be received by Directors | | Management | | For | | For |
PT BUMI RESOURCES TBK
| | | | | | |
Security | | Y7122M110 | | Meeting Type | | ExtraOrdinary General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 24-Jun-2010 |
| | | |
ISIN | | ID1000068703 | | Agenda | | 702469001 - Management |
| | | |
City | | TBD | | Holding Recon Date | | 08-Jun-2010 |
| | | |
Country | | Indonesia | | Vote Deadline Date | | 22-Jun-2010 |
| | | |
SEDOL(s) | | 6043485 - 7791523 - B01Z6C7 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | Approve to pledge all or part of the Company’s asset in order to obtain loan from third party | | Management | | For | | For |
| | | | |
2 | | Re-appoint the Company’s Board of Directors | | Management | | For | | For |
PT BUMI RESOURCES TBK
| | | | | | |
Security | | Y7122M110 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 24-Jun-2010 |
| | | |
ISIN | | ID1000068703 | | Agenda | | 702487794 - Management |
| | | |
City | | TBD | | Holding Recon Date | | 08-Jun-2010 |
| | | |
Country | | Indonesia | | Vote Deadline Date | | 22-Jun-2010 |
| | | |
SEDOL(s) | | 6043485 - 7791523 - B01Z6C7 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | Approve the 2009 annual report | | Management | | For | | For |
| | | | |
2 | | Ratify the 2009 financial statement | | Management | | For | | For |
| | | | |
3 | | Approve the profit allocation | | Management | | For | | For |
| | | | |
4 | | Appoint public accountant | | Management | | For | | For |
GAZPROM O A O
| | | | | | |
Security | | 368287207 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 25-Jun-2010 |
| | | |
ISIN | | US3682872078 | | Agenda | | 702457056 - Management |
| | | |
City | | TBA | | Holding Recon Date | | 07-May-2010 |
| | | |
Country | | Russian Federation | | Vote Deadline Date | | 10-Jun-2010 |
| | | |
SEDOL(s) | | 2016629 - 5140989 - 5259528 - B54DNZ5 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
| | PLEASE NOTE THAT BECAUSE OF THE SIZE OF THE AGENDA [139 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 ID 711982 [RESOLUTIONS 1 THROUGH 10.70] AND MEETING ID 711640-[RESOLUTIONS 10.71 THROUGH 12.11]. IN ORDER TO VOTE ON THE COMPLETE AGENDA OF-THIS MEETING YOU MUST VOTE ON BOTH THE MEETINGS. | | Non-Voting | | | | |
| | | | |
1. | | Approval of the annual report of OAO “Gazprom” for 2009 | | Management | | For | | For |
| | | | |
2. | | Approval of the annual accounting statements, including the profit and loss reports (profit and loss accounts) of the Company based on the results of 2009 | | Management | | For | | For |
| | | | |
3. | | Approval of the distribution of profit of the Company based on the results of 2009 | | Management | | Abstain | | Against |
| | | | |
4. | | Approval of 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 based on the results of 2009 | | Management | | Abstain | | Against |
| | | | |
5. | | Approval of the Closed Joint Stock Company PricewaterhouseCoopers Audit as the Company’s External Auditor | | Management | | For | | For |
| | | | |
6. | | Amendments to the Clauses 19.1, 21.3, 31.1, 32.1 and 53.1 and Article 55 of the Charter of OAO Gazprom | | Management | | For | | For |
| | | | |
7. | | Amendments to Article 23 and Clauses 24.2 and 25.1 of the Regulation on the General Shareholders’ Meeting of OAO Gazprom | | Management | | For | | For |
| | | | |
8. | | Payment of remuneration to Members of the Board of Directors in the amounts recommended by the Board of Directors of the Company | | Management | | For | | For |
| | | | |
9. | | Payment of remuneration to Members of the Audit Commission in the amounts recommended by the Board of Directors of the Company | | Management | | For | | For |
| | | | |
10.1 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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, for a term of up to and including 5 years, with interest for using the loans to be paid at a rate not exceeding 12% 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 |
| | | | |
10.2 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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, for a term of up to and including 5 years, with interest for using the loans to be paid at a rate not exceeding 12% 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 |
| | | | | | | | |
| | | | |
10.3 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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, for a term of up to and including 5 years, with interest for using the loans to be paid at a rate not exceeding 12% 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 |
| | | | |
10.4 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and State Corporation “Bank for Development and Foreign Economic Affairs [Vnesheconombank]” regarding receipt by OAO Gazprom of cash in a maximum amount 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 12% 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 |
| | | | |
10.5 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of transactions between OAO Gazprom and Gazprombank [Open Joint Stock Company] entered into under the loan facility agreement between OAO Gazprom and the Bank, involving receipt by OAO Gazprom of cash in the maximum amount 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 reference offered rate for 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, plus 2% | | Management | | For | | For |
| | | | |
10.6 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of transactions between OAO Gazprom and Sberbank of Russia OAO entered into under the loan facility agreement between OAO Gazprom and the Bank, involving receipt by OAO Gazprom of cash in the maximum amount 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 reference offered rate for 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, plus 4% | | Management | | For | | For |
| | | | |
10.7 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of transactions between OAO Gazprom and ZAO Gazenergoprombank entered into under the loan facility agreement between OAO Gazprom and the Bank, involving receipt by OAO Gazprom of cash in the maximum amount 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, plus 4% | | Management | | For | | For |
| | | | | | | | |
| | | | |
10.8 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of transactions between OAO Gazprom and OAO Bank VTB, entered into under the loan facility agreement between OAO Gazprom and the bank, involving receipt by OAO Gazprom of cash in the maximum amount 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 reference offered rate for 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, plus 4% | | Management | | For | | For |
| | | | |
10.9 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and Gazprombank [Open Joint Stock Company] pursuant to which Gazprombank [Open Joint Stock Company] will accept and credit, upon the terms and conditions announced by the Bank, cash transferred to accounts opened in OAO Gazprom’s name 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 in the account of a non-reducible balance in a maximum amount not exceeding 20 billion Rubles or its equivalent in a foreign currency per 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 |
| | | | |
10.10 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and Sberbank of Russia OAO, ZAO Gazenergoprombank and OAO Bank VTB pursuant to which the Banks will accept and credit, upon the terms and conditions announced by the Banks, cash transferred to accounts opened in OAO Gazprom’s name and conduct operations through the accounts in accordance with OAO Gazprom’s instructions | | Management | | For | | For |
| | | | |
10.11 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and Gazprombank [Open Joint Stock Company], Sberbank of Russia OAO, ZAO Gazenergoprombank and OAO Bank VTB, pursuant to which the Banks will provide services to OAO Gazprom making use of electronic payments system of the respective Bank, including receipt from OAO Gazprom of electronic payment documents for executing payment operations through the accounts, provision of electronic statements of accounts and conduct of other electronic document processing, and OAO Gazprom will pay for the services provided at the tariffs of the respective Bank effective at the time of the provision of the services | | Management | | For | | For |
| | | | |
10.12 | | Approval, 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 No. 3446 between OAO Gazprom and the Bank dated September 12, 2006, in the maximum amount of 500 million U.S. Dollars or its equivalent in Rubles, Euros or other currency for each transaction | | Management | | For | | For |
| | | | | | | | |
| | | | |
10.13 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and Gazprombank [Open Joint Stock Company] pursuant to which OAO Gazprom will issue suretyships to secure performance by OAO Gazprom’s subsidiary companies of their 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 subsidiary companies challenging such tax authorities’ claims in court, in an aggregate maximum amount equivalent to 500 million U.S. Dollars and for a period not exceeding 14 months | | Management | | For | | For |
| | | | |
10.14 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and Sberbank of Russia OAO pursuant to which OAO Gazprom will issue suretyships to secure performance by OAO Gazprom’s subsidiary companies of their 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 amount equivalent to 500 million U.S. Dollars and for a period not exceeding 14 months | | Management | | For | | For |
| | | | |
10.15 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and Gazprombank [Open Joint Stock Company] pursuant to which OAO Gazprom will issue suretyships to secure performance by OAO Gazprom’s subsidiary companies of their 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 the aggregate maximum amount of 1.8 billion Rubles and for a period not exceeding 14 months | | Management | | For | | For |
| | | | |
10.16 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreement between OAO Gazprom and Bank Societe Generale pursuant to which OAO Gazprom undertakes to Bank Societe Generale to secure performance by OOO Gazprom Export of its obligations under a direct contract in connection with the gas transportation agreement between Nord Stream AG and OOO Gazprom Export, concluded between OOO Gazprom Export and Bank Societe Generale [hereinafter referred to as “Direct Contract in connection with the GTA”] including the obligations to pay a termination fee pursuant to the terms and conditions of the Direct Contract in connection with the GTA, in an aggregate maximum amount of 12.094 billion Euros | | Management | | For | | For |
| | | | |
10.17 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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 the related service equipment that are situated in the territory of the Republic of Belarus for a period not exceeding 12 months and OAO Beltransgaz will make payment for using such property in the maximum amount of 6.4 billion Rubles | | Management | | For | | For |
| | | | | | | | |
| | | | |
10.18 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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, Sernaya railway station and Tvyordaya Sera railway station, the facilities of the railway station situated in the town of Slavyansk-na-Kubani, the facilities of the railway line between Obskaya and Bovanenkovo stations, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OOO Gazpromtrans Level [ERP]” and “Electronic Archive Module at OOO Gazpromtrans Level” for a period not exceeding 12 months and OOO Gazpromtrans will make payment for using such property in the maximum amount of 3.6 billion Rubles | | Management | | For | | For |
| | | | |
10.19 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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, downhole and above-ground well equipment within the Eastern Segment of the Orenburgskoye oil and gas- condensate field for a period not exceeding 12 months and ZAO Gazprom Neft Orenburg will make payment for using such property in the maximum amount of 1.49 billion Rubles | | Management | | For | | For |
| | | | |
10.20 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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 situated in the city of Sochi, for a period not exceeding 12 months and OAO Lazurnaya will make payment for using such property in the maximum amount of 83.4 million Rubles | | Management | | For | | For |
| | | | |
10.21 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the Agreements 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, the building and equipment of the repair and machining shop at the Southern Regional Repair Base situated in the Stavropolskiy Province, town of Izobilnyi, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at DOAO Tsentrenergogaz of OAO Gazprom Level [ERP]”, “OAO Gazprom Long Term Investments Reporting and Analysis System [LTIAA] at DOAO Tsentrenergogaz Level” and “Electronic Archive Module at DOAO Tsentrenergogaz of OAO Gazprom Level” for a period not exceeding 12 months and DOAO Tsentrenergogaz of OAO Gazprom will make payment for using such property in the maximum amount of 123.2 million Rubles | | Management | | For | | For |
| | | | | | | | |
| | | | |
10.22 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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 situated in the Tula Region, Shchekinsky District, township of Grumant, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Tsentrgaz Level [ERP]”, “OAO Gazprom Long-Term Investments Reporting and Analysis System [LTIAA] at OAO Tsentrgaz Level”, “System of Reporting and Analysis of Information on Non-Core Assets within OAO Gazprom System [RAINCA] at OAO Tsentrgaz Level” and “Electronic Archive Module at OAO Tsentrgaz Level” for a period not exceeding 12 months and OAO Tsentrgaz will make payment for using such property in the maximum amount of 35.5 million Rubles | | Management | | For | | For |
| | | | |
10.23 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI 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 [self-contained modular boiler installation, recuperative air heater, mini-boiler unit, radiant panel heating system, U-shaped radiant tube, modularized complete full-function small-sized gas and water treatment installations for coal bed methane extraction wells, well-head equipment, borehole enlargement device, and pressure core sampler] located in the Rostov Region, town of Kamensk- Shakhtinsky, and the Kemerovi Region, city of Novokuznetsk, an aerospace data processing software and equipment complex, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Gazprom Promgaz Level [ERP]” and “Electronic Archive Module at OAO Gazprom Promgaz Level” for a period not exceeding 12 months and OAO Gazprom Promgaz will make payment for using such property in the maximum amount of 21.6 million Rubles | | Management | | For | | For |
| | | | |
10.24 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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 that are situated at 31 Lenina Street, Yugorsk, Tyumen 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 for the use of that building, with an area of 3,371 square meters, for a period not exceeding 12 months and Gazprombank [Open Joint Stock Company] will make payment for using such property in the maximum amount of 2.4 million Rubles | | Management | | For | | For |
| | | | |
10.25 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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 Orenburg Gas Refinery for a period not exceeding 12 months and OAO Salavatnefteorgsintez will make payment for using such property in the maximum amount of 283,000 Rubles | | Management | | For | | For |
| | | | | | | | |
| | | | |
10.26 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OAO Vostokgazprom pursuant to which OAO Gazprom will grant OAO Vostokgazprom temporary possession and use of M-468R special-purpose communications installation, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Vostokgazprom Level [ERP]”, “OAO Gazprom Long-Term Investments Reporting and Analysis System [LTIAA] at OAO Vostokgazprom Level”, “System of Reporting and Analysis of Information on Non-Core Assets within OAO Gazprom System [RAINCA] at OAO Vostokgazprom Level” and “Electronic Archive Module at OAO Vostokgazprom Level” for a period not exceeding 12 months and OAO Vostokgazprom will make payment for using such property in the maximum amount of 17.7 million Rubles | | Management | | For | | For |
| | | | |
10.27 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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, as well as the software and hardware solutions “OAO Gazprom Long-Term Investments Reporting and Analysis System [LTIAA] at OOO Gazprom Export Level” and “System of Reporting and Analysis of Information on Non-Core Assets within OAO Gazprom System [RAINCA] at OOO Gazprom Export Level” for a period not exceeding 12 months and OOO Gazprom Export will make payment for using such property in the maximum amount of 3.4 million Rubles | | Management | | For | | For |
| | | | |
10.28 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI 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, as well as the software and hardware solutions “System for Managing OAO | | Management | | For | | For |
| | | | |
| | Gazprom’s Property and Other Assets at OAO Gazprom Neft Level [ERP]”, “OAO Gazprom Long-Term Investments Reporting and Analysis System [LTIAA] at OAO Gazprom Neft Level”, “System of Reporting and Analysis of Information on Non-Core Assets within OAO Gazprom System [RAINCA] at OAO Gazprom Neft Level” and “Electronic Archive Module at OAO Gazprom Neft Level” for a period not exceeding 12 months and OAO Gazprom Neft will make payment for using such property in the maximum amount of 15.4 million Rubles | | | | | | |
| | | | |
10.29 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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 software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Gazkom Level [ERP]”, “OAO Gazprom Long-Term Investments Reporting and Analysis System [LTIAA] at OAO Gazprom Space Systems Level” and “Electronic Archive Module at OAO Gazprom Space Systems Level” for a period not exceeding 12 months and OAO Gazprom Space Systems will make payment for using such property in the maximum amount of 19.7 million Rubles | | Management | | For | | For |
| | | | | | | | |
| | | | |
10.30 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and ZAO Yamalgazinvest pursuant to which OAO Gazprom will grant ZAO Yamalgazinvest temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at ZAO Yamalgazinvest Level [ERP]” and “Electronic Archive Module at ZAO Yamalgazinvest Level” for a period not exceeding 12 months and ZAO Yamalgazinvest will make payment for using such property in the maximum amount of 12.9 million Rubles | | Management | | For | | For |
| | | | |
10.31 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and ZAO Gazprom Invest Yug, pursuant to which OAO Gazprom will grant ZAO Gazprom Invest Yug temporary possession and use of the ERP software and equipment complex “System for Managing OAO Gazprom’s Property and Other Assets at ZAO Gazprom Invest Yug Level [ERP]” for a period not exceeding 12 months and ZAO Gazprom Invest Yug will make payment for using such property in the maximum amount of 2.4 million Rubles | | Management | | For | | For |
| | | | |
10.32 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OOO Mezhregiongaz, pursuant to which OAO Gazprom will grant OOO Mezhregiongaz temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OOO Mezhregiongaz Level [ERP]”, “OAO Gazprom Long-Term Investments Reporting and Analysis System [LTIAA] at OOO Mezhregiongaz Level” and “System of Reporting and Analysis of Information on Non-Core Assets within OAO Gazprom System [RAINCA] at OOO Mezhregiongaz Level” for a period not exceeding 12 months and OOO Mezhregiongaz will make payment for using such property in the maximum amount of 14 million Rubles | | Management | | For | | For |
| | | | |
10.33 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OAO SOGAZ, pursuant to which OAO Gazprom will grant OAO SOGAZ temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO SOGAZ Level (ERP)” and “Electronic Archive Module at OAO Insurance Company of Gas Industry (SOGAZ) Level” for a period not exceeding 12 months and OAO SOGAZ will make payment for using such property in the maximum amount of 13.4 million Rubles | | Management | | For | | For |
| | | | |
10.34 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OOO Gazprom Komplektatsiya pursuant to which OAO Gazprom will grant OOO Gazprom Komplektatsiya temporary possession and use of the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OOO Gazprom Komplektatsiya Level [ERP]”, “OAO Gazprom Long-Term Investments Reporting and Analysis System [LTIAA] at OOO Gazprom Komplektatsiya Level”, “System of Reporting and Analysis of Information on Non-Core Assets within OAO Gazprom System [RAINCA] at OOO Gazprom Komplektatsiya Level” and “Electronic Archive Module at OOO Gazprom Komplektatsiya Level” for a period not exceeding 12 months and OAO Gazprom Komplektatsiya will make payment for using such property in the maximum amount of 15.2 million Rubles | | Management | | For | | For |
| | | | | | | | |
| | | | |
10.35 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and ZAO Gaztelecom pursuant to which OAO Gazprom will grant ZAO Gaztelecom temporary possession and use of communications facilities comprised 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, the Moscow Region and the Smolensk Region of the Russian Federation and in the territory of the Republic of Belarus, as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at ZAO Gaztelecom Level [ERP]” and “Electronic Archive Module at ZAO Gaztelecom Level” for a period not exceeding 12 months and ZAO Gaztelecom will make payment for using such property in the maximum amount of 233.4 million Rubles | | Management | | For | | For |
| | | | |
10.36 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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, comprised of facilities designed to transport and supply directly to consumers [gas offtaking pipelines, gas distribution pipelines, inter-township and street gas pipelines, high, medium and low pressure gas pipelines, gas flow control stations and buildings], as well as the software and hardware solutions “System for Managing OAO Gazprom’s Property and Other Assets at OAO Gazpromregiongaz Level [ERP]”, “OAO Gazprom Long-Term Investments Reporting and Analysis System [LTIAA] at OAO Gazpromregiongaz Level”, and “Electronic Archive Module at OAO Gazpromregiongaz Level” for a period not exceeding 12 months and OAO Gazpromregiongaz will make payment for using such property in the maximum amount of 726.6 million Rubles | | Management | | For | | For |
| | | | |
10.37 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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 [hotels, effluent treatment facilities, transformer substations entrance checkpoints, cottages, utility networks, metal fences, parking areas, ponds, roads, pedestrian crossings, sites, sewage pumping station, sports center, roofed ground-level arcade, servicing station, diesel-generator station, boiler house extension, storage facility, Fisherman’s Lodge, garage, garage with administrative and amenity building, a stela, as well as service machinery, equipment, furniture and accessories] situated in the Moscow Region, Naro-Fominsk District, village of Rogozinino, for a period not exceeding 12 months and OAO Druzhba will make payment for using such property in the maximum amount of 265.5 million Rubles | | Management | | For | | For |
| | | | |
10.38 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and Gazprombank [Open Joint Stock Company] pursuant to which the Bank, acting as a Customs Broker, will issue guarantees to the Russian Federation’s customs authorities in respect of OAO Gazprom’s obligations to pay customs payments and eventual interest and penalties, in the maximum amount of 50 million Rubles, with a fee due to the bank at a rate not exceeding 1% per annum of the amount of the guarantee | | Management | | For | | For |
| | | | | | | | |
| | | | |
10.39 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and Gazprombank [Open Joint Stock Company] pursuant to which the Bank, acting as a Customs Broker, will issue guarantees to the Russian Federation’s customs authorities in respect of OAO Gazprom’s obligations to pay customs payments and eventual interest and penalties, in a maximum amount equivalent to 1 million Euros, with a fee due to the bank at a rate not exceeding 1% per annum of the amount of the guarantee | | Management | | For | | For |
| | | | |
10.40 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OOO Mezhregiongaz, pursuant to which OAO Gazprom undertakes, acting on behalf of OOO Mezhregiongaz and at its instructions, to declare for customs purposes the natural gas transported by pipeline across the customs border of the Russian Federation, and OOO Mezhregiongaz undertakes to pay for such services in the amount not exceeding 3,000 Rubles per cargo customs declaration, as well as the value added tax at the rate required by the effective legislation of the Russian Federation, for an aggregate maximum amount of 170,000 Rubles | | Management | | For | | For |
| | | | |
10.41 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OAO NOVATEK, pursuant to which OAO Gazprom undertakes, acting on behalf of OAO NOVATEK and at its instructions, to declare for customs purposes the natural gas transported by pipeline across the customs border of the Russian Federation, and OAO NOVATEK undertakes to pay for such services in the amount not exceeding 1.58 Rubles per 1 thousand cubic meters of natural gas, as well as the value added tax at the rate required by the effective legislation of the Russian Federation, on the basis of the monthly volume of the transported natural gas, for an aggregate maximum amount of 42.7 million Rubles | | Management | | For | | For |
| | | | |
10.42 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OOO Mezhregiongaz pursuant to which OAO Gazprom will deliver and OOO Mezhregiongaz will accept [take off] gas in the amount not exceeding 300 billion cubic meters, deliverable on a monthly basis, and will pay for the gas an aggregate maximum amount of 992 billion Rubles | | Management | | For | | For |
| | | | |
10.43 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OOO Mezhregiongaz pursuant to which OOO Mezhregiongaz undertakes, acting on OAO Gazprom’s instructions and for a total fee not exceeding 252.23 million Rubles, in its own name, but for OAO Gazprom’s account, to accept gas produced by OAO Gazprom and its affiliates and sell it through OOO Mezhregiongaz’s electronic trading site in the amount not exceeding 11.25 billion cubic meters for a maximum amount of 25.22 billion Rubles | | Management | | For | | For |
| | | | |
10.44 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OOO Mezhregiongaz pursuant to which OOO Mezhregiongaz will deliver and OAO Gazprom will accept [take off] gas bought by OOO Mezhregiongaz from independent entities in the amount not exceeding 11.25 billion cubic meters and will pay for the gas an aggregate maximum amount of 39.98 billion Rubles | | Management | | For | | For |
| | | | | | | | |
| | | | |
10.45 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OOO Gazprom Export pursuant to which OOO Gazprom Export undertakes, acting on OAO Gazprom’s instructions and for a total fee not exceeding 70 million Rubles, in its own name, but for OAO Gazprom’s account, to accept liquid hydrocarbons owned by OAO Gazprom, including crude oil, gas condensate and refined products [gasoline, liquefied gases, etc.] and sell them in the market outside the customs territory of the Russian Federation, in the amount not exceeding 1.6 million tons for a maximum amount of 15 billion Rubles | | Management | | For | | For |
| | | | |
10.46 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and ZAO Northgas, pursuant to which ZAO Northgas will deliver and OAO Gazprom will accept [take off] gas in the amount not exceeding 70 million cubic meters, deliverable on a monthly basis, and will pay for the gas an aggregate maximum amount of 61 million Rubles | | Management | | For | | For |
| | | | |
10.47 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OAO Severneftegazprom, pursuant to which OAO Severneftegazprom will deliver and OAO Gazprom will accept [take off] gas in the amount not exceeding 16.45 billion cubic meters and will pay for the gas an aggregate maximum amount of 33.25 billion Rubles | | Management | | For | | For |
| | | | |
10.48 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and ZAO Gazprom Neft Orenburg, pursuant to which ZAO Gazprom Neft Orenburg will deliver and OAO Gazprom will accept [take off] unstable crude oil in the amount not exceeding 800 thousand tons and will pay for the crude oil an aggregate maximum amount of 7 billion Rubles | | Management | | For | | For |
| | | | |
10.49 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OAO SIBUR Holding, pursuant to which OAO SIBUR Holding will deliver and OAO Gazprom will accept [take off] dry stripped gas processed at OAO SIBUR Holding’s gas refining complexes in the amount not exceeding 2.3 billion cubic meters and will pay for the gas an aggregate maximum amount of 2.89 billion Rubles | | Management | | For | | For |
| | | | |
10.50 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OAO NOVATEK pursuant to which OAO Gazprom will deliver and OAO NOVATEK will accept [take off] gas in the amount not exceeding 16.5 billion cubic meters and will pay for the gas an aggregate maximum amount of 27.67 billion Rubles | | Management | | For | | For |
| | | | |
10.51 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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 not exceeding 3 billion cubic meters and OAO Tomskgazprom will pay for the services related to arranging for the transportation of gas via trunk gas pipelines an aggregate maximum amount of 1.4 billion Rubles | | Management | | For | | For |
| | | | | | | | |
| | | | |
10.52 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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 not exceeding 50 billion cubic meters across the territory of the Russian Federation and the Republic of Kazakhstan and OOO Mezhregiongaz will pay for the services related to arranging for the transportation of gas via trunk gas pipelines an aggregate maximum amount of 92 billion Rubles | | Management | | For | | For |
| | | | |
10.53 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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 not exceeding 5 billion cubic meters and OAO Gazprom Neft will pay for the services related to arranging for the transportation of gas via trunk gas pipelines an aggregate maximum amount of 3.2 billion Rubles | | Management | | For | | For |
| | | | |
10.54 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the 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 not exceeding 47 billion cubic meters and OAO NOVATEK will pay for the services related to arranging for the transportation of gas via trunk gas pipelines an aggregate maximum amount of 66.5 billion Rubles | | Management | | For | | For |
| | | | |
10.55 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OAO NOVATEK pursuant to which OAO Gazprom will provide services related to arranging for the injection of gas owned by OAO NOVATEK into underground gas storage facilities and its storage in such facilities in the amount not exceeding 3.45 billion cubic meters and OAO NOVATEK will pay for the services related to arranging for gas injection and storage an aggregate maximum amount of 1.8 million Rubles, as well as services related to arranging for the off-taking the gas owned by OAO NOVATEK from underground gas storage facilities in the amount not exceeding 1.15 billion cubic meters and OAO NOVATEK will pay for the services related to arranging for the off-taking of gas an aggregate maximum amount of 29.2 million Rubles | | Management | | For | | For |
| | | | | | | | |
| | | | |
10.56 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements 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 the amount not exceeding 800 million cubic meters for an aggregate maximum amount of 200 million Euros in the second half of 2010 and in the amount not exceeding 1.5 billion cubic meters for an aggregate maximum amount of 450 million Euros in 2011; as well as pursuant to which, a/s Latvijas Gaze will provide services of injection of gas owned by OAO Gazprom into Incukalna underground gas storage facility, of its storage in the storage facility, its off-taking and transportation across the territory of Latvian Republic as follows: in the second half of 2010, services related to the injection of gas into storage facilities in the amount not exceeding 600 million cubic meters, services related to storage of gas and its off-taking in the amount not exceeding 400 million cubic meters, services related to the transportation of gas in the amount not exceeding 1 billion cubic meters, and OAO Gazprom will pay for such services an aggregate maximum amount of 10 million Euros; in 2011, services related to the injection of gas into storage facilities in the amount not exceeding 900 million cubic meters, services related to storage of gas and its off-taking in the amount not exceeding 900 million cubic meters, services related to the transportation of gas in the amount not exceeding 1.8 billion cubic meters, and OAO Gazprom will pay for such services an aggregate maximum amount of 22 million Euros | | Management | | For | | For |
| | | | |
10.57 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and AB Lietuvos Dujos pursuant to which OAO Gazprom will sell and AB Lietuvos Dujos will purchase gas as follows: in the amount not exceeding 675 million cubic meters for an aggregate maximum amount of 170 million Euros in the second half of 2010 and in the amount not exceeding 1.6 billion cubic meters for an aggregate maximum amount of 480 million Euros in 2011, and pursuant to which AB Lietuvos Dujos will provide services related to the transportation of gas in transport mode across the territory of the Republic of Lithuania as follows: in the amount not exceeding 1 billion cubic meters in the second half of 2010, OAO Gazprom will pay an aggregate maximum amount of 4.2 million Euros for the gas transportation services and in the amount not exceeding 2.5 billion cubic meters in 2011, OAO Gazprom will pay an aggregate maximum amount of 14.7 million Euros for the gas transportation services | | Management | | For | | For |
| | | | |
10.58 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and UAB Kauno termofikacijos elektrine pursuant to which OAO Gazprom will sell and UAB Kauno termofikacijos elektrine will purchase gas as follows: in the amount not exceeding 180 million cubic meters for an aggregate maximum amount of 45 million Euros in the second half of 2010 and in the amount not exceeding 470 million cubic meters for an aggregate maximum amount of 141 million Euros in 2011 | | Management | | For | | For |
| | | | | | | | |
| | | | |
10.59 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and MoldovaGaz S.A. pursuant to which OAO Gazprom will deliver and MoldovaGaz S.A. will accept [take off] gas in the amount not exceeding 3.5 billion cubic meters for an aggregate maximum amount of 900 million U.S. Dollars in 2011, and pursuant to which MoldovaGaz S.A. will provide in 2011 services related to the transportation of gas in transport mode across the territory of the Republic of Moldova in the amount not exceeding 19.14 billion cubic meters, and OAO Gazprom will pay for services related to the transportation of gas via trunk gas pipelines an aggregate maximum amount of 47.85 million U.S. Dollars | | Management | | For | | For |
| | | | |
10.60 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and KazRosGaz LLP pursuant to which in 2010 OAO Gazprom will deliver and KazRosGaz LLP will accept [take off] gas in the amount not exceeding 1.2 billion cubic meters for an aggregate maximum amount of 170 million U.S. Dollars and pursuant to which OAO Gazprom will provide in 2010 services related to arranging for the transportation of gas owned by KazRosGaz LLP across the territory of the Russian Federation in the amount not exceeding 10.5 billion cubic meters and KazRosGaz LLP will pay for the services related to arranging for the transportation of gas via trunk gas pipelines an aggregate maximum amount of 43.5 million U.S. Dollars | | Management | | For | | For |
| | | | |
10.61 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OAO Beltransgaz, pursuant to which OAO Gazprom will sell, and OAO Beltransgaz will purchase gas in 2011 in the amount not exceeding 22.5 billion cubic meters for an aggregate maximum amount of 5.625 billion U.S. Dollars and pursuant to which OAO Beltransgaz in 2011 will provide services related to the transportation of gas in transport mode across the territory of the Republic of Belarus via gas transportation system of OAO Beltransgaz and via the Byelorussian segment of Russian Yamal Europe gas pipeline in the amount not exceeding 48.2 billion cubic meters and OAO Gazprom will pay for the services related to the transportation of gas via trunk gas pipelines an aggregate maximum amount of 600 million U.S. Dollars | | Management | | For | | For |
| | | | |
10.62 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and GAZPROM Germania GmbH, pursuant to which OAO Gazprom will provide services in 2011 related to arranging for the transportation of natural gas owned by GAZPROM Germania GmbH across the territory of the Republic of Kazakhstan, the Republic of Uzbekistan, the Russian Federation and the Republic of Belarus in the amount not exceeding 63.3 billion cubic meters, and GAZPROM Germania GmbH will pay for the services related to arranging for the transportation of gas via trunk gas pipelines an aggregate maximum amount of 1.8 billion U.S. Dollars | | Management | | For | | For |
| | | | | | | | |
| | | | |
10.63 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and GAZPROM Germania GmbH, pursuant to which OAO Gazprom undertakes, acting on the instructions of GAZPROM Germania GmbH for a fee in the total maximum amount of 96,000 U.S. Dollars, in its own name, but for the account of GAZPROM Germania GmbH, to arrange in 2011 for the transportation of natural gas owned by GAZPROM Germania GmbH across the territory of the Republic of Belarus for the amount not exceeding 37.293 million U.S. Dollars | | Management | | For | | For |
| | | | |
10.64 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OOO Gazpromtrans, pursuant to which OOO Gazpromtrans undertakes, acting on the instructions of OAO Gazprom, for a fee in the total maximum amount of 350,000 Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2010 2011 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities commissioned under investment projects implementation contracts, as well as other work, including work of preparatory and support nature, required for the performance of start-up and commissioning work and the commissioning of OAO Gazprom’s facilities | | Management | | For | | For |
| | | | |
10.65 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and ZAO Gazprom Invest Yug, pursuant to which ZAO Gazprom Invest Yug undertakes, acting on the instructions of OAO Gazprom, for a fee in an aggregate maximum amount of 200,000 Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2010- 2011 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities commissioned under investment projects implementation contracts, as well as other operations, including those of preparatory and support nature, required for the performance of start-up and commissioning work and the commissioning of OAO Gazprom’s facilities | | Management | | For | | For |
| | | | |
10.66 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OOO Gazprom Tsentrremont, pursuant to which OOO Gazprom Tsentrremont undertakes, acting on the instructions of OAO Gazprom, for a fee in an aggregate maximum amount of 112,500 Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2010-2011 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities, commissioned under investment projects implementation contracts, as well as other operations, including those of preparatory and support nature, required for the performance of start-up and commissioning work and the commissioning of OAO Gazprom’s facilities | | Management | | For | | For |
| | | | | | | | |
| | | | |
10.67 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and ZAO Yamalgazinvest, pursuant to which ZAO Yamalgazinvest undertakes, acting on the instructions of OAO Gazprom, for a fee in an aggregate maximum amount of 525,000 Rubles, in its own name, but for the account of OAO Gazprom, to ensure in 2010 2011 arrangement of operations related to the development and assessment of cost estimate documentation, start-up and commissioning work at OAO Gazprom’s facilities, commissioned under investment projects implementation contracts, as well as other operations, including those of preparatory and support nature, required for the performance of start-up and commissioning work and the commissioning of OAO Gazprom’s facilities | | Management | | For | | For |
| | | | |
10.68 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and OAO Gazprom Space Systems, pursuant to which OAO Gazprom Space Systems undertakes, within the period between July 1, 2010 and December 31, 2011, acting on OAO Gazprom’s instructions, to provide services related to the implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services the maximum amount of 2 million Rubles | | Management | | For | | For |
| | | | |
10.69 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreement between OAO Gazprom and ZAO Yamalgazinvest, pursuant to which ZAO Yamalgazinvest undertakes, within the period between July 1, 2010 and December 31, 2011, acting on OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities, and OAO Gazprom undertakes to pay for such services the maximum amount of 9 billion Rubles | | Management | | For | | For |
| | | | |
10.70 | | Approval, in accordance with Chapter XI of the Federal Law “on Joint Stock Companies” and Chapter XI of the Charter of OAO Gazprom, of the agreements between OAO Gazprom and ZAO Gazprom Neft Orenburg, pursuant to which ZAO Gazprom Neft Orenburg undertakes, within the period between July 1, 2010 and December 31, 2011, acting on OAO Gazprom’s instructions, to provide services related to implementation of OAO Gazprom’s investment projects involving construction and commissioning of facilities and OAO Gazprom undertakes to pay for such services the maximum amount of 85 million Rubles | | Management | | For | | For |
| | | | |
| | PLEASE NOTE THAT THIS AGENDA IS CONTINUED ON MEETING 711640, WHICH WILL CONTAI-N RESOLUTION ITEMS 10.71 TO 12.11. THANK YOU. | | Non-Voting | | | | |
OAO GAZPROM
| | | | | | |
Security | | 368287207 | | Meeting Type | | Consent |
| | | |
Ticker Symbol | | OGZPY | | Meeting Date | | 25-Jun-2010 |
| | | |
ISIN | | US3682872078 | | Agenda | | 933288967 - Management |
| | | |
City | | | | Holding Recon Date | | 07-May-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 15-Jun-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | APPROVE THE ANNUAL REPORT OF OAO “GAZPROM” FOR 2009. | | Management | | For | | For |
| | | | |
02 | | APPROVE THE ANNUAL ACCOUNTING STATEMENTS, INCLUDING THE PROFIT AND LOSS REPORT OF THE COMPANY BASED ON THE RESULTS OF 2009. | | Management | | For | | For |
| | | | |
03 | | APPROVE THE DISTRIBUTION OF PROFIT OF THE COMPANY BASED ON THE RESULTS OF 2009. | | Management | | Abstain | | Against |
| | | | |
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 | | Abstain | | Against |
| | | | |
05 | | APPROVE CLOSED JOINT STOCK COMPANY PRICEWATERHOUSECOOPERS AUDIT AS THE COMPANY’S EXTERNAL AUDITOR. | | Management | | For | | For |
| | | | |
06 | | APPROVE AMENDMENTS TO THE CHARTER OF OAO GAZPROM | | Management | | For | | For |
| | | | |
07 | | APPROVE AMENDMENTS TO THE REGULATION ON THE GENERAL SHAREHOLDERS’ MEETING OF OAO GAZPROM. | | Management | | For | | For |
| | | | |
08 | | PAY REMUNERATION TO MEMBERS OF THE BOARD OF DIRECTORS IN THE AMOUNTS RECOMMENDED BY THE BOARD OF DIRECTORS OF THE COMPANY. | | Management | | For | | For |
| | | | |
09 | | PAY REMUNERATION TO MEMBERS OF THE AUDIT COMMISSION IN THE AMOUNTS RECOMMENDED BY THE BOARD OF DIRECTORS OF THE COMPANY. | | Management | | For | | For |
| | | | |
G1 | | APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW “ON JOINT STOCKCOMPANIES” 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 CASH IN THE MAXIMUM AMOUNT 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 12% PER ANNUM IN THE CASE OF LOANS IN U.S. DOLLARS / EUROS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | 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 CASH IN THE MAXIMUM AMOUNT 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 12% PER ANNUM IN THE CASE OF LOANS IN U.S. DOLLARS / EUROS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | 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 BANK VTB REGARDING RECEIPT BY OAO GAZPROM OF CASH IN THE MAXIMUM AMOUNT 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 12% PER ANNUM IN THE CASE OF LOANS IN U.S. DOLLARS / EUROS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
J1 | | ELECT THE PERSON TO THE AUDIT COMMISSION OF OAO GAZPROM: ARKHIPOV DMITRY ALEKSANDROVICH | | Management | | Abstain | | |
| | | | | | |
| | | |
J2 | | ELECT THE PERSON TO THE AUDIT COMMISSION OF OAO GAZPROM: BELOBROV ANDREI VIKTOROVICH | | Management | | For |
| | | |
J3 | | ELECT THE PERSON TO THE AUDIT COMMISSION OF OAO GAZPROM: BIKULOV VADIM KASYMOVICH | | Management | | For |
| | | |
J4 | | ELECT THE PERSON TO THE AUDIT COMMISSION OF OAO GAZPROM: KOBZEV ANDREI NIKOLAEVICH | | Management | | For |
| | | |
J5 | | ELECT THE PERSON TO THE AUDIT COMMISSION OF OAO GAZPROM: LOBANOVA NINA VLADISLAVOVNA | | Management | | For |
| | | |
J6 | | ELECT THE PERSON TO THE AUDIT COMMISSION OF OAO GAZPROM: LOGUNOV DMITRY SERGEYEVICH | | Management | | For |
| | | |
J7 | | ELECT THE PERSON TO THE AUDIT COMMISSION OF OAO GAZPROM: NOSOV YURY STANISLAVOVICH | | Management | | Abstain |
| | | |
J8 | | ELECT THE PERSON TO THE AUDIT COMMISSION OF OAO GAZPROM: PESOTSKY KONSTANTIN VALERIEVICH | | Management | | For |
| | | |
J9 | | ELECT THE PERSON TO THE AUDIT COMMISSION OF OAO GAZPROM: SALEKHOV MARAT KHASANOVICH | | Management | | For |
| | | |
J10 | | ELECT THE PERSON TO THE AUDIT COMMISSION OF OAO GAZPROM: TIKHONOVA MARIA GENNADIEVNA | | Management | | For |
| | | |
J11 | | ELECT THE PERSON TO THE AUDIT COMMISSION OF OAO GAZPROM: YUGOV ALEKSANDR SERGEYEVICH | | Management | | For |
OAO GAZPROM
| | | | | | |
Security | | 368287207 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | OGZPY | | Meeting Date | | 25-Jun-2010 |
| | | |
ISIN | | US3682872078 | | Agenda | | 933292954 - Management |
| | | |
City | | | | Holding Recon Date | | 07-May-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 15-Jun-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
04 | | 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 CASH IN THE MAXIMUM AMOUNT OF 6 BILLION U.S. DOLLARS OR ITS EQUIVALENT IN RUBLES OR EUROS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
05 | | 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) ENTERED INTO UNDER THE LOAN FACILITY AGREEMENT BETWEEN OAO GAZPROM AND THE BANK, INVOLVING RECEIPT BY OAO GAZPROM OF CASH IN THE MAXIMUM AMOUNT OF 25 BILLION RUBLES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
06 | | 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 ENTERED INTO UNDER THE LOAN FACILITY AGREEMENT BETWEEN OAO GAZPROM AND THE BANK, INVOLVING RECEIPT BY OAO GAZPROM OF CASH IN THE MAXIMUM AMOUNT OF 17 BILLION RUBLES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | | | | | |
| | | | |
07 | | 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 ENTERED INTO UNDER THE LOAN FACILITY AGREEMENT BETWEEN OAO GAZPROM AND THE BANK, INVOLVING RECEIPT BY OAO GAZPROM OF CASH IN THE MAXIMUM AMOUNT OF 100 MILLION U.S. DOLLARS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
08 | | 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 BANK VTB, ENTERED INTO UNDER THE LOAN FACILITY AGREEMENT BETWEEN OAO GAZPROM AND THE BANK, INVOLVING RECEIPT BY OAO GAZPROM OF CASH IN THE MAXIMUM AMOUNT OF 5 BILLION RUBLES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
09 | | 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 ACCEPT AND CREDIT, UPON THE TERMS AND CONDITIONS ANNOUNCED BY THE BANK, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
10 | | 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, ZAO GAZENERGOPROMBANK AND OAO BANK VTB PURSUANT TO WHICH THE BANKS WILL ACCEPT AND CREDIT, UPON THE TERMS AND CONDITIONS ANNOUNCED BY THE BANKS, CASH TRANSFERRED TO ACCOUNTS OPENED IN OAO GAZPROM’S NAME AND CONDUCT OPERATIONS THROUGH THE ACCOUNTS IN ACCORDANCE WITH OAO GAZPROM’S INSTRUCTIONS. | | Management | | For | | For |
| | | | |
11 | | 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), SBERBANK OF RUSSIA OAO, ZAO GAZENERGOPROMBANK AND OAO BANK VTB, PURSUANT TO WHICH THE BANKS WILL PROVIDE SERVICES TO OAO GAZPROM MAKING USE OF ELECTRONIC PAYMENTS SYSTEM OF THE RESPECTIVE BANK, INCLUDING RECEIPT FROM OAO GAZPROM OF ELECTRONIC PAYMENT DOCUMENTS FOR EXECUTING PAYMENT OPERATIONS THROUGH THE ACCOUNTS. | | Management | | For | | For |
| | | | |
12 | | 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 NO. 3446 BETWEEN OAO GAZPROM AND THE BANK DATED SEPTEMBER 12, 2006, IN THE MAXIMUM AMOUNT OF 500 MILLION U.S. DOLLARS OR ITS EQUIVALENT IN RUBLES, EUROS OR OTHER CURRENCY FOR EACH TRANSACTION. | | Management | | For | | For |
| | | | | | | | |
| | | | |
13 | | 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 ISSUE SURETYSHIPS TO SECURE PERFORMANCE BY OAO GAZPROM’S SUBSIDIARY COMPANIES OF THEIR OBLIGATIONS TO GAZPROMBANK (OPEN JOINT STOCK COMPANY) WITH RESPECT TO THE BANK’S GUARANTEES ISSUED TO THE RUSSIAN FEDERATION’S TAX AUTHORITIES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
14 | | 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 ISSUE SURETYSHIPS TO SECURE PERFORMANCE BY OAO GAZPROM’S SUBSIDIARY COMPANIES OF THEIR 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. | | Management | | For | | For |
| | | | |
15 | | 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 ISSUE SURETYSHIPS TO SECURE PERFORMANCE BY OAO GAZPROM’S SUBSIDIARY COMPANIES OF THEIR OBLIGATIONS TO GAZPROMBANK (OPEN JOINT STOCK COMPANY) WITH RESPECT TO THE BANK’S GUARANTEES ISSUED TO THE RUSSIAN FEDERATION’S TAX AUTHORITIES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
16 | | 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 BANK SOCIETE GENERALE PURSUANT TO WHICH OAO GAZPROM UNDERTAKES TO BANK SOCIETE GENERALE TO SECURE PERFORMANCE BY OOO GAZPROM EXPORT OF ITS OBLIGATIONS UNDER A DIRECT CONTRACT IN CONNECTION WITH THE GAS TRANSPORTATION AGREEMENT BETWEEN NORD STREAM AG AND OOO GAZPROM EXPORT, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
17 | | 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 THE RELATED SERVICE EQUIPMENT THAT ARE SITUATED IN THE TERRITORY OF THE REPUBLIC OF BELARUS FOR A PERIOD NOT EXCEEDING 12 MONTHS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | | | | | |
| | | | |
18 | | 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, SERNAYA RAILWAY STATION AND TVYORDAYA SERA RAILWAY STATION, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
19 | | 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, DOWNHOLE AND ABOVE-GROUND WELL EQUIPMENT WITHIN THE EASTERN SEGMENT OF THE ORENBURGSKOYE OIL AND GAS-CONDENSATE FIELD FOR A PERIOD NOT EXCEEDING 12 MONTHS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
20 | | 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 SITUATED IN THE CITY OF SOCHI, FOR A PERIOD NOT EXCEEDING 12 MONTHS AND OAO LAZURNAYA WILL MAKE PAYMENT FOR USING SUCH PROPERTY IN THE MAXIMUM AMOUNT OF 83.4 MILLION RUBLES. | | Management | | For | | For |
| | | | |
21 | | 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 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, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
22 | | 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 SITUATED IN THE TULA REGION, SHCHEKINSKY DISTRICT, TOWNSHIP OF GRUMANT, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | | | | | |
| | | | |
23 | | 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 (SELF-CONTAINED MODULAR BOILER INSTALLATION, RECUPERATIVE AIR HEATER, MINI- BOILER UNIT, RADIANT PANEL HEATING SYSTEM, U- SHAPED RADIANT TUBE, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
24 | | 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 THAT ARE SITUATED AT 31 LENINA STREET, YUGORSK, TYUMEN REGION AND ARE USED TO HOUSE A BRANCH OF GAZPROMBANK (OPEN JOINT STOCK COMPANY), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
25 | | 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 ORENBURG GAS REFINERY FOR A PERIOD NOT EXCEEDING 12 MONTHS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
26 | | 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 M-468R SPECIAL-PURPOSE COMMUNICATIONS INSTALLATION, AS WELL AS THE SOFTWARE AND HARDWARE SOLUTIONS “SYSTEM FOR MANAGING OAO GAZPROM’S PROPERTY AND OTHER ASSETS AT OAO VOSTOKGAZPROM LEVEL (ERP)”, “OAO GAZPROM LONG-TERM INVESTMENTS REPORTING AND ANALYSIS SYSTEM (LTIAA). | | Management | | For | | For |
| | | | |
27 | | 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, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | | | | | |
| | | | |
28 | | 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, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
29 | | 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 SOFTWARE AND HARDWARE SOLUTIONS “SYSTEM FOR MANAGING OAO GAZPROM’S PROPERTY, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
30 | | 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 THE SOFTWARE AND HARDWARE SOLUTIONS “SYSTEM FOR MANAGING OAO GAZPROM’S PROPERTY AND OTHER ASSETS AT ZAO YAMALGAZINVEST LEVEL (ERP)” AND “ELECTRONIC ARCHIVE MODULE AT ZAO YAMALGAZINVEST LEVEL”, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
31 | | 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 OAO GAZPROM WILL GRANT ZAO GAZPROM INVEST YUG TEMPORARY POSSESSION AND USE OF THE ERP SOFTWARE AND EQUIPMENT COMPLEX “SYSTEM FOR MANAGING OAO GAZPROM’S PROPERTY AND OTHER ASSETS AT ZAO GAZPROM INVEST YUG LEVEL (ERP)” FOR A PERIOD NOT EXCEEDING 12 MONTHS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
32 | | 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 GRANT OOO MEZHREGIONGAZ TEMPORARY POSSESSION AND USE OF THE SOFTWARE AND HARDWARE SOLUTIONS “SYSTEM FOR MANAGING OAO GAZPROM’S PROPERTY AND OTHER ASSETS AT OOO MEZHREGIONGAZ LEVEL (ERP)”, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | | | | | |
| | | | |
33 | | 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 GAZPROM WILL GRANT OAO SOGAZ TEMPORARY POSSESSION AND USE OF THE SOFTWARE AND HARDWARE SOLUTIONS “SYSTEM FOR MANAGING OAO GAZPROM’S PROPERTY AND OTHER ASSETS AT OAO SOGAZ LEVEL (ERP)” AND “ELECTRONIC ARCHIVE MODULE AT OAO INSURANCE COMPANY OF GAS INDUSTRY (SOGAZ) LEVEL”, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
34 | | 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 KOMPLEKTATSIYA PURSUANT TO WHICH OAO GAZPROM WILL GRANT OOO GAZPROM KOMPLEKTATSIYA TEMPORARY POSSESSION AND USE OF THE SOFTWARE AND HARDWARE SOLUTIONS “SYSTEM FOR MANAGING OAO GAZPROM’S PROPERTY AND OTHER ASSETS AT OOO GAZPROM KOMPLEKTATSIYA LEVEL (ERP)”, “OAO GAZPROM LONG-TERM INVESTMENTS REPORTING AND ANALYSIS SYSTEM (LTIAA). | | Management | | For | | For |
| | | | |
35 | | 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 COMPRISED OF BUILDINGS, COMMUNICATIONS LINES, COMMUNICATIONS NETWORKS, CABLE DUCT SYSTEMS AND EQUIPMENT, WHICH ARE LOCATED IN THE CITY OF MOSCOW, THE CITY OF MALOYAROSLAVETS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
36 | | 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, COMPRISED OF FACILITIES DESIGNED TO TRANSPORT AND SUPPLY DIRECTLY TO CONSUMERS (GAS OFFTAKING PIPELINES, GAS DISTRIBUTION PIPELINES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
37 | | 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 (HOTELS, EFFLUENT TREATMENT FACILITIES, TRANSFORMER SUBSTATIONS, ENTRANCE CHECKPOINTS, COTTAGES, UTILITY NETWORKS, METAL FENCES, PARKING AREAS, PONDS, ROADS, PEDESTRIAN CROSSINGS, SITES, SEWAGE PUMPING STATION, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | | | | | |
| | | | |
38 | | 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, ACTING AS A CUSTOMS BROKER, WILL ISSUE GUARANTEES TO THE RUSSIAN FEDERATION’S CUSTOMS AUTHORITIES IN RESPECT OF OAO GAZPROM’S OBLIGATIONS TO PAY CUSTOMS PAYMENTS AND EVENTUAL INTEREST AND PENALTIES, IN THE MAXIMUM AMOUNT OF 50 MILLION RUBLES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
39 | | 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, ACTING AS A CUSTOMS BROKER, WILL ISSUE GUARANTEES TO THE RUSSIAN FEDERATION’S CUSTOMS AUTHORITIES IN RESPECT OF OAO GAZPROM’S OBLIGATIONS TO PAY CUSTOMS PAYMENTS AND EVENTUAL INTEREST AND PENALTIES, IN A MAXIMUM AMOUNT EQUIVALENT TO 1 MILLION EUROS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
40 | | 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 UNDERTAKES, ACTING ON BEHALF OF OOO MEZHREGIONGAZ AND AT ITS INSTRUCTIONS, TO DECLARE FOR CUSTOMS PURPOSES THE NATURAL GAS TRANSPORTED BY PIPELINE ACROSS THE CUSTOMS BORDER OF THE RUSSIAN FEDERATION, AND OOO MEZHREGIONGAZ UNDERTAKES TO PAY FOR SUCH SERVICES IN THE AMOUNT NOT EXCEEDING 3,000 RUBLES PER CARGO CUSTOMS DECLARATION. | | Management | | For | | For |
| | | | |
41 | | 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 UNDERTAKES, ACTING ON BEHALF OF OAO NOVATEK AND AT ITS INSTRUCTIONS, TO DECLARE FOR CUSTOMS PURPOSES THE NATURAL GAS TRANSPORTED BY PIPELINE ACROSS THE CUSTOMS BORDER OF THE RUSSIAN FEDERATION, AND OAO NOVATEK UNDERTAKES TO PAY FOR SUCH SERVICES IN THE AMOUNT NOT EXCEEDING 1.58 RUBLES PER 1 THOUSAND CUBIC METERS OF NATURAL GAS. | | Management | | For | | For |
| | | | |
42 | | 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 (TAKE OFF) GAS IN THE AMOUNT NOT EXCEEDING 300 BILLION CUBIC METERS, DELIVERABLE ON A MONTHLY BASIS, AND WILL PAY FOR THE GAS AN AGGREGATE MAXIMUM AMOUNT OF 992 BILLION RUBLES. | | Management | | For | | For |
| | | | | | | | |
| | | | |
43 | | 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, ACTING ON OAO GAZPROM’S INSTRUCTIONS AND FOR A TOTAL FEE NOT EXCEEDING 252.23 MILLION RUBLES, IN ITS OWN NAME, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
44 | | 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 (TAKE OFF) GAS BOUGHT BY OOO MEZHREGIONGAZ FROM INDEPENDENT ENTITIES IN THE AMOUNT NOT EXCEEDING 11.25 BILLION CUBIC METERS AND WILL PAY FOR THE GAS AN AGGREGATE MAXIMUM AMOUNT OF 39.98 BILLION RUBLES. | | Management | | For | | For |
| | | | |
45 | | 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, ACTING ON OAO GAZPROM’S INSTRUCTIONS AND FOR A TOTAL FEE NOT EXCEEDING 70 MILLION RUBLES, IN ITS OWN NAME, BUT FOR OAO GAZPROM’S ACCOUNT, TO ACCEPT LIQUID HYDROCARBONS OWNED BY OAO GAZPROM, INCLUDING CRUDE OIL, GAS CONDENSATE AND REFINED PRODUCTS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
46 | | 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 (TAKE OFF) GAS IN THE AMOUNT NOT EXCEEDING 70 MILLION CUBIC METERS, DELIVERABLE ON A MONTHLY BASIS, AND WILL PAY FOR THE GAS AN AGGREGATE MAXIMUM AMOUNT OF 61 MILLION RUBLES. | | Management | | For | | For |
| | | | |
47 | | 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 (TAKE OFF) GAS IN THE AMOUNT NOT EXCEEDING 16.45 BILLION CUBIC METERS AND WILL PAY FOR THE GAS AN AGGREGATE MAXIMUM AMOUNT OF 33.25 BILLION RUBLES. | | Management | | For | | For |
| | | | | | | | |
| | | | |
48 | | 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 (TAKE OFF) UNSTABLE CRUDE OIL IN THE AMOUNT NOT EXCEEDING 800 THOUSAND TONS AND WILL PAY FOR THE CRUDE OIL AN AGGREGATE MAXIMUM AMOUNT OF 7 BILLION RUBLES. | | Management | | For | | For |
| | | | |
49 | | 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 (TAKE OFF) DRY STRIPPED GAS PROCESSED AT OAO SIBUR HOLDING’S GAS REFINING COMPLEXES IN THE AMOUNT NOT EXCEEDING 2.3 BILLION CUBIC METERS AND WILL PAY FOR THE GAS AN AGGREGATE MAXIMUM AMOUNT OF 2.89 BILLION RUBLES. | | Management | | For | | For |
| | | | |
50 | | 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 DELIVER AND OAO NOVATEK WILL ACCEPT (TAKE OFF) GAS IN THE AMOUNT NOT EXCEEDING 16.5 BILLION CUBIC METERS AND WILL PAY FOR THE GAS AN AGGREGATE MAXIMUM AMOUNT OF 27.67 BILLION RUBLES. | | Management | | For | | For |
| | | | |
51 | | 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 NOT EXCEEDING 3 BILLION CUBIC METERS AND OAO TOMSKGAZPROM WILL PAY FOR THE SERVICES RELATED TO ARRANGING FOR THE TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES AN AGGREGATE MAXIMUM AMOUNT OF 1.4 BILLION RUBLES. | | Management | | For | | For |
| | | | |
52 | | 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 NOT EXCEEDING 50 BILLION CUBIC METERS ACROSS THE TERRITORY OF THE RUSSIAN FEDERATION AND THE REPUBLIC OF KAZAKHSTAN AND OOO MEZHREGIONGAZ, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | | | | | |
| | | | |
53 | | 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 NOT EXCEEDING 5 BILLION CUBIC METERS AND OAO GAZPROM NEFT WILL PAY FOR THE SERVICES RELATED TO ARRANGING FOR THE TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES AN AGGREGATE MAXIMUM AMOUNT OF 3.2 BILLION RUBLES. | | Management | | For | | For |
| | | | |
54 | | 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 NOT EXCEEDING 47 BILLION CUBIC METERS AND OAO NOVATEK WILL PAY FOR THE SERVICES RELATED TO ARRANGING FOR THE TRANSPORTATION OF GAS VIA TRUNK GAS PIPELINES AN AGGREGATE MAXIMUM AMOUNT OF 66.5 BILLION RUBLES. | | Management | | For | | For |
| | | | |
55 | | 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 OF GAS OWNED BY OAO NOVATEK INTO UNDERGROUND GAS STORAGE FACILITIES AND ITS STORAGE IN SUCH FACILITIES IN THE AMOUNT NOT EXCEEDING 3.45 BILLION CUBIC METERS AND OAO NOVATEK WILL PAY FOR THE SERVICES RELATED TO ARRANGING FOR GAS INJECTION AND STORAGE AN AGGREGATE MAXIMUM AMOUNT OF 1.8 MILLION RUBLES. | | Management | | For | | For |
| | | | |
56 | | 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 AS FOLLOWS: IN THE AMOUNT NOT EXCEEDING 800 MILLION CUBIC METERS FOR AN AGGREGATE MAXIMUM AMOUNT OF 200 MILLION EUROS IN THE SECOND HALF OF 2010 AND IN THE AMOUNT NOT EXCEEDING 1.5 BILLION CUBIC METERS FOR AN AGGREGATE MAXIMUM AMOUNT OF 450 MILLION EUROS IN 2011. | | Management | | For | | For |
| | | | |
57 | | 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 AS FOLLOWS: IN THE AMOUNT NOT EXCEEDING 675 MILLION CUBIC METERS FOR AN AGGREGATE MAXIMUM AMOUNT OF 170 MILLION EUROS IN THE SECOND HALF OF 2010 AND IN THE AMOUNT NOT EXCEEDING 1.6 BILLION CUBIC METERS FOR AN AGGREGATE MAXIMUM AMOUNT OF 480 MILLION EUROS IN 2011. | | Management | | For | | For |
| | | | | | | | |
| | | | |
58 | | 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 AS FOLLOWS: IN THE AMOUNT NOT EXCEEDING 180 MILLION CUBIC METERS FOR AN AGGREGATE MAXIMUM AMOUNT OF 45 MILLION EUROS IN SECOND HALF OF 2010 & IN AMOUNT NOT EXCEEDING 470 MILLION CUBIC METERS FOR AN AGGREGATE MAXIMUM AMOUNT OF 141 MILLION EUROS IN 2011. | | Management | | For | | For |
| | | | |
59 | | 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 (TAKE OFF) GAS IN THE AMOUNT NOT EXCEEDING 3.5 BILLION CUBIC METERS FOR AN AGGREGATE MAXIMUM AMOUNT OF 900 MILLION U.S. DOLLARS IN 2011, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
60 | | 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 DELIVER AND KAZROSGAZ LLP WILL ACCEPT (TAKE OFF) GAS IN THE AMOUNT NOT EXCEEDING 1.2 BILLION CUBIC METERS FOR AN AGGREGATE MAXIMUM AMOUNT OF 170 MILLION U.S. DOLLARS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
61 | | 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 GAS IN 2011 IN THE AMOUNT NOT EXCEEDING 22.5 BILLION CUBIC METERS FOR AN AGGREGATE MAXIMUM AMOUNT OF 5.625 BILLION U.S. DOLLARS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
62 | | 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 GAZPROM GERMANIA GMBH, PURSUANT TO WHICH OAO GAZPROM WILL PROVIDE SERVICES IN 2011 RELATED TO ARRANGING FOR THE TRANSPORTATION OF NATURAL GAS OWNED BY GAZPROM GERMANIA GMBH ACROSS THE TERRITORY OF THE REPUBLIC OF KAZAKHSTAN, THE REPUBLIC OF UZBEKISTAN, THE RUSSIAN FEDERATION AND THE REPUBLIC OF BELARUS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | | | | | |
| | | | |
63 | | 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 GAZPROM GERMANIA GMBH, PURSUANT TO WHICH OAO GAZPROM UNDERTAKES, ACTING ON THE INSTRUCTIONS OF GAZPROM GERMANIA GMBH FOR A FEE IN THE TOTAL MAXIMUM AMOUNT OF 96,000 U.S. DOLLARS, IN ITS OWN NAME, BUT FOR THE ACCOUNT OF GAZPROM GERMANIA GMBH, TO ARRANGE IN 2011 FOR THE TRANSPORTATION OF NATURAL GAS OWNED BY GAZPROM GERMANIA GMBH, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
64 | | 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, ACTING ON THE INSTRUCTIONS OF OAO GAZPROM, FOR A FEE IN THE TOTAL MAXIMUM AMOUNT OF 350,000 RUBLES, IN ITS OWN NAME, BUT FOR THE ACCOUNT OF OAO GAZPROM, TO ENSURE IN 2010-2011 ARRANGEMENT OF OPERATIONS RELATED TO THE DEVELOPMENT AND ASSESSMENT OF COST ESTIMATE DOCUMENTATION. | | Management | | For | | For |
| | | | |
65 | | 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, ACTING ON THE INSTRUCTIONS OF OAO GAZPROM, FOR A FEE IN AN AGGREGATE MAXIMUM AMOUNT OF 200,000 RUBLES, IN ITS OWN NAME, BUT FOR THE ACCOUNT OF OAO GAZPROM, TO ENSURE IN 2010-2011 ARRANGEMENT OF OPERATIONS RELATED TO THE DEVELOPMENT AND ASSESSMENT OF COST ESTIMATE DOCUMENTATION. | | Management | | For | | For |
| | | | |
66 | | 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 TSENTRREMONT, PURSUANT TO WHICH OOO GAZPROM TSENTRREMONT UNDERTAKES, ACTING ON THE INSTRUCTIONS OF OAO GAZPROM, FOR A FEE IN AN AGGREGATE MAXIMUM AMOUNT OF 112,500 RUBLES, IN ITS OWN NAME, BUT FOR THE ACCOUNT OF OAO GAZPROM, TO ENSURE IN 2010-2011 ARRANGEMENT OF OPERATIONS RELATED TO THE DEVELOPMENT AND ASSESSMENT OF COST ESTIMATE DOCUMENTATION. | | Management | | For | | For |
| | | | |
67 | | 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, ACTING ON THE INSTRUCTIONS OF OAO GAZPROM, FOR A FEE IN AN AGGREGATE MAXIMUM AMOUNT OF 525,000 RUBLES, IN ITS OWN NAME, BUT FOR THE ACCOUNT OF OAO GAZPROM, TO ENSURE IN 2010-2011 ARRANGEMENT OF OPERATIONS RELATED TO THE DEVELOPMENT AND ASSESSMENT OF COST ESTIMATE DOCUMENTATION. | | Management | | For | | For |
| | | | | | | | |
| | | | |
68 | | 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, WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2011, ACTING ON OAO GAZPROM’S INSTRUCTIONS, TO PROVIDE SERVICES RELATED TO THE IMPLEMENTATION OF OAO GAZPROM’S INVESTMENT PROJECTS INVOLVING CONSTRUCTION AND COMMISSIONING OF FACILITIES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
69 | | 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, WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2011, ACTING ON OAO GAZPROM’S INSTRUCTIONS, TO PROVIDE SERVICES RELATED TO IMPLEMENTATION OF OAO GAZPROM’S INVESTMENT PROJECTS INVOLVING CONSTRUCTION AND COMMISSIONING OF FACILITIES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
70 | | 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, WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2011, ACTING ON OAO GAZPROM’S INSTRUCTIONS, TO PROVIDE SERVICES RELATED TO IMPLEMENTATION OF OAO GAZPROM’S INVESTMENT PROJECTS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
71 | | 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, WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2011, ACTING ON OAO GAZPROM’S INSTRUCTIONS, TO PROVIDE SERVICES RELATED TO IMPLEMENTATION OF OAO GAZPROM’S INVESTMENT PROJECTS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
72 | | 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, WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2011, ACTING ON OAO GAZPROM’S INSTRUCTIONS, TO PROVIDE SERVICES RELATED TO IMPLEMENTATION OF OAO GAZPROM’S INVESTMENT PROJECTS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | | | | | |
| | | | |
73 | | 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, WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2011, ACTING ON OAO GAZPROM’S INSTRUCTIONS, TO PROVIDE SERVICES RELATED TO IMPLEMENTATION OF OAO GAZPROM’S INVESTMENT PROJECTS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
74 | | 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 TSENTRREMONT, PURSUANT TO WHICH OOO GAZPROM TSENTRREMONT UNDERTAKES, WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2011, ACTING ON OAO GAZPROM’S INSTRUCTIONS, TO PROVIDE SERVICES RELATED TO IMPLEMENTATION OF OAO GAZPROM’S INVESTMENT PROJECTS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
75 | | 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 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 AND FIXTURES OF TRUNK GAS PIPELINES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
76 | | 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 LIFE, HEALTH OR PROPERTY OF OTHER PERSONS OR THE NATURAL ENVIRONMENT AS A RESULT OF AN EMERGENCY OR INCIDENT OCCURRING, AMONG OTHER THINGS, AS A RESULT OF A TERRORIST ACT AT A HAZARDOUS INDUSTRIAL FACILITY OPERATED BY OAO GAZPROM (INSURED EVENTS), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
77 | | 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) 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 THE AGREEMENTS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | | | | | |
| | | | |
78 | | 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 EMPLOYEES OF OAO GAZPROM’S BRANCH RESPONSIBLE FOR THE ADMINISTRATION OF OAO GAZPROM PREMISES (INSURED PERSONS) AS A RESULT OF AN ACCIDENT OCCURRING DURING THE PERFORMANCE BY AN INSURED PERSON OF HIS OFFICIAL DUTIES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
79 | | 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) APPLY TO A HEALTH CARE INSTITUTION FOR THE PROVISION OF MEDICAL SERVICES (INSURED EVENTS), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
80 | | 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’S BRANCH RESPONSIBLE FOR THE ADMINISTRATION OF OAO GAZPROM PREMISES, MEMBERS OF THEIR FAMILIES OR NON-WORKING RETIRED FORMER EMPLOYEES OF OAO GAZPROM’S BRANCH RESPONSIBLE FOR THE ADMINISTRATION OF OAO GAZPROM PREMISES APPLY TO A HEALTH CARE INSTITUTION FOR THE PROVISION OF MEDICAL SERVICES. | | Management | | For | | For |
| | | | |
81 | | 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’S BRANCH OAO GAZPROM AVTOPREDPRIYATIE, MEMBERS OF THEIR FAMILIES OR NON-WORKING RETIRED FORMER EMPLOYEES OF OAO GAZPROM’S BRANCH OAO GAZPROM AVTOPREDPRIYATIE OR MEMBERS OF THEIR FAMILIES (INSURED PERSONS WHO ARE BENEFICIARIES) APPLY TO A HEALTH CARE INSTITUTION FOR THE PROVISION OF MEDICAL SERVICES. | | Management | | For | | For |
| | | | |
82 | | 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, OR SUCH VEHICLE IS STOLEN OR HIJACKED, OR AN INDIVIDUAL COMPONENT, PART, UNIT, DEVICE OR SUPPLEMENTARY EQUIPMENT INSTALLED ON SUCH TRANSPORTATION VEHICLE IS STOLEN (INSURED EVENTS), ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | | | | | |
| | | | |
83 | | 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, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
84 | | 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, ZAO GAZTELECOM, OAO GAZPROM PROMGAZ, OAO GAZPROMREGIONGAZ, OOO GAZPROM EXPORT, OOO GAZPROMTRANS, ZAO GAZPROM INVEST YUG, OAO GAZPROM SPACE SYSTEMS, OOO GAZPROM KOMPLEKTATSIYA, ZAO GAZPROM NEFT ORENBURG, OAO GAZPROM NEFT , OAO DRUZHBA, OAO LAZURNAYA, OOO MEZHREGIONGAZ, OAO SALAVATNEFTEORGSINTEZ, OAO SOGAZ, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
85 | | 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, WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND NOVEMBER 30, 2011, TO PERFORM, ACTING ON OAO GAZPROM’S INSTRUCTIONS, RESEARCH WORK FOR OAO GAZPROM COVERING THE FOLLOWING SUBJECTS: “DEVELOPMENT OF REGULATORY AND METHODOLOGICAL DOCUMENTATION ENSURING RELIABILITY AND DEVELOPMENT OF GAS DISTRIBUTION SYSTEMS”. | | Management | �� | For | | For |
| | | | |
86 | | 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 WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND NOVEMBER 30, 2011 TO PERFORM, ACTING ON OAO GAZPROM’S INSTRUCTIONS, RESEARCH WORK FOR OAO GAZPROM COVERING THE FOLLOWING SUBJECTS: “PREPARATION OF REGULATORY AND METHODOLOGICAL DOCUMENTS ON ENSURING CONTROL OF DEVELOPMENT OF NATURAL GAS FIELDS AT OAO GAZPROM”. | | Management | | For | | For |
| | | | |
87 | | 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 WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND NOVEMBER 30, 2012 TO PERFORM, ACTING ON OAO GAZPROM’S INSTRUCTIONS, RESEARCH WORK FOR OAO GAZPROM, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | | | | | |
| | | | |
88 | | 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 WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2012 TO PERFORM, ACTING ON OAO GAZPROM’S INSTRUCTIONS, RESEARCH WORK FOR OAO GAZPROM COVERING THE FOLLOWING SUBJECT: “A PROGRAM OF COMMISSIONING GAS PIPELINE BRANCHES THROUGH THE YEAR OF 2030”, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
89 | | 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 WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2011 TO PERFORM, ACTING ON OAO GAZPROM’S INSTRUCTIONS, RESEARCH WORK FOR OAO GAZPROM COVERING THE FOLLOWING SUBJECT: “DEVELOPMENT OF A SYSTEM OF COSTING DESIGN AND EXPLORATION OPERATIONS AT OAO GAZPROM’S FACILITIES ON THE BASIS OF LABOR COSTS” | | Management | | For | | For |
| | | | |
90 | | 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 WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2010 TO PERFORM, ACTING ON OAO GAZPROM’S INSTRUCTIONS, RESEARCH WORK FOR OAO GAZPROM COVERING THE FOLLOWING SUBJECT: “DEVELOPMENT OF CORPORATE UNIT RATES FOR CONSTRUCTION AND ASSEMBLY, DRILLING, START-UP AND COMMISSIONING WORK. | | Management | | For | | For |
| | | | |
91 | | 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 WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2011 TO PERFORM, ACTING ON OAO GAZPROM’S INSTRUCTIONS, RESEARCH WORK FOR OAO GAZPROM, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
92 | | 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 WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2012 TO PERFORM, ACTING ON OAO GAZPROM’S INSTRUCTIONS, RESEARCH WORK FOR OAO GAZPROM COVERING THE FOLLOWING SUBJECT: “DEVELOPMENT OF PLANS OF ACTIVITIES FOR SUPPLY OF NATURAL GAS AND GASIFICATION OF REGIONS OF EASTERN SIBERIA AND THE FAR EAST”. | | Management | | For | | For |
| | | | | | | | |
| | | | |
93 | | 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, WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2011, ACTING ON OAO GAZPROM’S INSTRUCTIONS, RESEARCH WORK FOR OAO GAZPROM COVERING THE FOLLOWING SUBJECTS: “DEVELOPMENT OF A COMPREHENSIVE PROGRAM FOR EARLY DIAGNOSTICS AND PREVENTION OF CARDIOVASCULAR DISEASES OF OAO GAZPROM’S PERSONNEL”. | | Management | | For | | For |
| | | | |
94 | | 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, WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2012, ACTING ON OAO GAZPROM’S INSTRUCTIONS, RESEARCH WORK FOR OAO GAZPROM, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
95 | | 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, WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2010, ACTING ON OAO GAZPROM’S INSTRUCTIONS, TO PROVIDE SERVICES RELATED TO EXPRESS ASSESSMENT OF ESTIMATED COST OF OAO GAZPROM’S COMMISSIONED FACILITIES, DETERMINATION OF THE OPERATIONAL COST AND EXPENSES, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
96 | | 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, WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND JULY 1, 2012 TO PERFORM, ACTING ON OAO GAZPROM’S INSTRUCTIONS, RESEARCH WORK FOR OAO GAZPROM COVERING THE FOLLOWING SUBJECT: “ASSESSMENT OF OPPORTUNITIES FOR THE SALE OF METHANE EXTRACTED AT THE PRIMARY PRODUCTION SITES OF KUZNETSK COAL BASIN”. | | Management | | For | | For |
| | | | |
97 | | 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 AND OAO GAZPROM SPACE SYSTEMS (THE CONTRACTORS), PURSUANT TO WHICH THE CONTRACTORS UNDERTAKE, WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2010, ACTING ON OAO GAZPROM’S INSTRUCTIONS, TO PROVIDE SERVICES RELATED TO IMPLEMENTATION OF PROGRAMS OF SCIENTIFIC AND TECHNICAL COOPERATION OF OAO GAZPROM WITH FOREIGN PARTNER COMPANIES. | | Management | | For | | For |
| | | | | | | | |
| | | | |
98 | | 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, WITHIN THE PERIOD BETWEEN JULY 1, 2010 AND DECEMBER 31, 2011, TO PERFORM, ACTING ON OAO GAZPROM’S INSTRUCTIONS, A SET OF WORK RELATING TO TECHNICAL MAINTENANCE OF OAO GAZPROM’S TECHNOLOGICAL ASSETS CONSTITUTING ELEMENTS OF COMMUNICATION LINES AND EQUIPMENT OF THE FIBER OPTIC COMMUNICATION SYSTEM. | | Management | | For | | For |
| | | | |
99 | | APPROVE, IN ACCORDANCE WITH CHAPTER XI OF THE FEDERAL LAW “ON JOINT STOCK COMPANIES” AND CHAPTER IX OF THE CHARTER OF OAO GAZPROM: AN AGREEMENT BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ, PURSUANT TO WHICH OAO GAZPROM PROMGAZ WILL DELIVER TO OAO GAZPROM COMPLETE EXCLUSIVE RIGHTS TO UTILITY MODEL “CORPORATE SYSTEM FOR COLLECTING SPACE DATA REQUIRED FOR THE DESIGN AND OPERATION OF LONG- DISTANCE TECHNICAL STRUCTURES, PROSPECTING OF OIL AND GAS FIELDS AND THEIR DEVELOPMENT AND OPERATION” OWNED BY IT. | | Management | | For | | 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 BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ, ZAO GAZPROM INVEST YUG AND OAO TOMSKGAZPROM (THE LICENSEES), PURSUANT TO WHICH OAO GAZPROM WILL GRANT THE LICENSEES ORDINARY (NON-EXCLUSIVE) LICENSE TO USE COMPUTER SOFTWARE PACKAGE “SOFTWARE FOR COMPUTATION OF COST ESTIMATES BASED ON THE RESOURCE METHOD UNDER THE CURRENT LEVEL OF WELL CONSTRUCTION PRICES”, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | 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 OOO GAZPROMTRANS, ZAO YAMALGAZINVEST, OOO MEZHREGIONGAZ, OAO GAZPROMREGIONGAZ, OAO SALAVATNEFTEORGSINTEZ, OOO REP AND GAZPROMIPOTEKA FUND (THE LICENSEES), PURSUANT TO WHICH OAO GAZPROM WILL GRANT THE LICENSEES AN ORDINARY (NON-EXCLUSIVE) LICENSE TO USE OAO GAZPROM’S TRADE MARKS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
| | | | |
102 | | 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 (THE LICENSEE), PURSUANT TO WHICH OAO GAZPROM WILL GRANT THE LICENSEE AN EXCLUSIVE LICENSE TO USE OAO GAZPROM’S TRADE MARKS, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | For |
OAO GAZPROM
| | | | | | |
| | | |
Security | | 368287207 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | OGZPY | | Meeting Date | | 25-Jun-2010 |
| | | |
ISIN | | US3682872078 | | Agenda | | 933294124 - Management |
| | | |
City | | | | Holding Recon Date | | 07-May-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 15-Jun-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
11A | | ELECTION OF DIRECTOR: AKIMOV ANDREI IGOREVICH | | Management | | Abstain | | |
| | | | |
11B | | ELECTION OF DIRECTOR: ANANENKOV ALEKSANDR GEORGIEVICH | | Management | | Abstain | | |
| | | | |
11C | | ELECTION OF DIRECTOR: BERGMANN BURCKHARD | | Management | | Abstain | | |
| | | | |
11D | | ELECTION OF DIRECTOR: GAZIZULLIN FARIT RAFIKOVICH | | Management | | Against | | |
| | | | |
11E | | ELECTION OF DIRECTOR: GUSAKOV VLADIMIR ANATOLIEVICH | | Management | | Abstain | | |
| | | | |
11F | | ELECTION OF DIRECTOR: ZUBKOV VIKTOR ALEKSEEVICH | | Management | | Abstain | | |
| | | | |
11G | | ELECTION OF DIRECTOR: KARPEL ELENA EVGENIEVNA | | Management | | Abstain | | |
| | | | |
11H | | ELECTION OF DIRECTOR: MAKAROV ALEKSEI ALEKSANDROVICH | | Management | | For | | |
| | | | |
11I | | ELECTION OF DIRECTOR: MILLER ALEKSEI BORISOVICH | | Management | | Abstain | | |
| | | | |
11J | | ELECTION OF DIRECTOR: MUSIN VALERY ABRAMOVICH | | Management | | For | | |
| | | | |
11K | | ELECTION OF DIRECTOR: NABIULLINA ELVIRA SAKHIPZADOVNA | | Management | | Abstain | | |
| | | | |
11L | | ELECTION OF DIRECTOR: NIKOLAEV VIKTOR VASILIEVICH | | Management | | Abstain | | |
| | | | |
11M | | ELECTION OF DIRECTOR: RUSAKOVA VLADA VILORIKOVNA | | Management | | Abstain | | |
| | | | |
11N | | ELECTION OF DIRECTOR: SEREDA MIKHAIL LEONIDOVICH | | Management | | Abstain | | |
| | | | |
11O | | ELECTION OF DIRECTOR: FORTOV VLADIMIR EVGENIEVICH | | Management | | Abstain | | |
| | | | |
11P | | ELECTION OF DIRECTOR: SHMATKO SERGEI IVANOVICH | | Management | | Abstain | | |
| | | | |
11Q | | ELECTION OF DIRECTOR: YUSUFOV IGOR KHANUKOVICH | | Management | | Abstain | | |
MIGAO CORP
| | | | | | |
Security | | 59861N103 | | Meeting Type | | MIX |
| | | |
Ticker Symbol | | | | Meeting Date | | 29-Jun-2010 |
| | | |
ISIN | | CA59861N1033 | | Agenda | | 702528677 - Management |
| | | |
City | | TORONTO | | Holding Recon Date | | 28-May-2010 |
| | | |
Country | | Canada | | Vote Deadline Date | | 23-Jun-2010 |
| | | |
SEDOL(s) | | B15S210 - B1NX422 - B2R7S58 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
| | PLEASE NOTE THAT THE SHAREHOLDERS ARE ALLOWED TO VOTE ‘IN FAVOR’ OR ‘AGAINST’-ONLY FOR RESOLUTIONS ‘3 AND 4’ AND IN ‘FAVOR’ OR ‘WITHHOLD’ ONLY FOR RESOLUTIO-NS ‘1.1 TO 1.6 AND 2’. THANKS YOU. | | Non-Voting | | | | |
| | | | |
| | To receive and consider the audited consolidated financial statements for the-FYE 31 MAR 2010, together with the Auditors’ report thereon | | Non-Voting | | | | |
| | | | |
1.1 | | Election of Mr. Lui Guocai as a Director | | Management | | For | | For |
| | | | |
1.2 | | Election of Mr. Michael W. Manley as a Director | | Management | | For | | For |
| | | | |
1.3 | | Election of Mr. Peiwei Ni as a Director | | Management | | For | | For |
| | | | |
1.4 | | Election of Mr. Robert C. Kay as a Director | | Management | | For | | For |
| | | | |
1.5 | | Election of Mr. Keith Attoe as a Director | | Management | | Abstain | | Against |
| | | | |
1.6 | | Election of Dr. Mark D. Stauffer as a Director | | Management | | For | | For |
| | | | |
2. | | Appointment of MSCM LLP as the Auditor of the Corporation for the ensuing year and authorize the Directors of the Corporation to fix their remuneration | | Management | | For | | For |
| | | | |
3. | | Approve the renewal of the Stock Option Plan of the Corporation | | Management | | For | | For |
| | | | |
4. | | Approve certain amendments to the Stock Option Plan of the Corporation | | Management | | For | | For |
| | | | |
| | Transact such other business | | Non-Voting | | | | |
RUSHYDRO OJSC, MOSCOW
| | | | | | |
| | | |
Security | | 466294105 | | Meeting Type | | Annual General Meeting |
| | | |
Ticker Symbol | | | | Meeting Date | | 30-Jun-2010 |
| | | |
ISIN | | US4662941057 | | Agenda | | 702520708 - Management |
| | | |
City | | TBD | | Holding Recon Date | | 19-May-2010 |
| | | |
Country | | Russian Federation | | Vote Deadline Date | | 21-Jun-2010 |
| | | |
SEDOL(s) | | B3VSVH7 - B450L21 - B450MG2 | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
1 | | Approve: the annual report of the Company for 2009 year, the Company accounting statements prepared on the basis of the Company performance results for 2009 year, and the Company profit and loss statement prepared on the basis of the performance results for 2009 year; the distribution of the Company profit (losses) on the basis of the performance results for 2009 year; and that no dividends be payable on the Company’s ordinary shares for 2009 year | | Management | | For | | For |
| | | | |
2 | | Approve the new version of the Company Charter | | Management | | For | | For |
| | | | |
3 | | Approve the new version of the regulations of the convocation and holding the General Meeting of the Company shareholders | | Management | | Abstain | | Against |
| | | | |
4 | | Approve the regulations of remuneration payable to the Members of the Company Board of Directors in the new version | | Management | | For | | For |
| | | | |
5 | | Approve the Closed Joint-Stock Company PricewaterhouseCoopers Audit (OGRN 1027700148431) as the Company Auditor | | Management | | For | | For |
| | | | |
6.1 | | Election of Kolyada Andrei Sergeevich as a Member of the Company’s Internal Audit Commission | | Management | | For | | For |
| | | | |
6.2 | | Election of Kuryanov Alexander Mikhailovich as a Member of the Company’s Internal Audit Commission | | Management | | For | | For |
| | | | |
6.3 | | Election of Oreshkin Oleg Anatolievich as a Member of the Company’s Internal Audit Commission | | Management | | For | | For |
| | | | |
6.4 | | Election of Tikhonova Maria Gennadievna as a Member of the Company’s Internal Audit Commission | | Management | | For | | For |
| | | | |
6.5 | | Election of Yugov Alexander Sergeevich as a Member of the Company’s Internal Audit Commission | | Management | | For | | For |
| | | | |
0 | | PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO RESOLUTION 7 REGARDING THE-ELECTION OF DIRECTORS. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS-MEETING. PLEASE NOTE THAT ONLY A VOTE “FOR” THE DIRECTOR WILL BE CUMULATED.-PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS. | | Non-Voting | | | | |
| | | | |
7.1 | | Election of Ballo Anatoly Borisovich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.2 | | Election of Christian Andreas Berndt as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.3 | | Election of Beloborodov Sergey Sergeevich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.4 | | Election of Volkov Eduard Petrovich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.5 | | Election of Danilov-Danilyan Victor Ivanovich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.6 | | Election of Dod Evgeny Vyacheslavovich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.7 | | Election of Zimin Victor Mikhailovich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.8 | | Election of Kovalchuk Boris Yurievich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.9 | | Election of Kravchenko Vyacheslav Mikhailovich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.10 | | Election of Kudryavy Victor Vasilievich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.11 | | Election of Kurtser Grigory Markovich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | | | | | |
| | | | |
7.12 | | Election of Kutovoi Georgiy Petrovich as the member of the Board of Directors of the Company | | Management | | For | | For |
| | | | |
7.13 | | Election of Kutin Nikolai Georgievich as the member of the Board of Directors of the Company | | Management | | Against | | Against |
| | | | |
7.14 | | Election of Malyshev Andrei Borisovich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.15 | | Election of Maslov Sergei Vladimirovich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.16 | | Election of Seliverstova Marina Valerievna as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.17 | | Election of Serebryannikov Sergei Vladimirovich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.18 | | Election of Tatsiy Vladimir Vitalievich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.19 | | Election of Titov Vasily Nikolaevich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.20 | | Election of Sharipov Rashid Ravelevich as the member of the Board of Directors of the Company | | Management | | For | | For |
| | | | |
7.21 | | Election of Sharonov Andrey Vladimirovich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
| | | | |
7.22 | | Election of Shmatko Sergey Ivanovich as the member of the Board of Directors of the Company | | Management | | Abstain | | Against |
JSC RUSHYDRO
| | | | | | |
Security | | 466294105 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | | | Meeting Date | | 30-Jun-2010 |
| | | |
ISIN | | US4662941057 | | Agenda | | 933303276 - Management |
| | | |
City | | | | Holding Recon Date | | 19-May-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 22-Jun-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
01 | | THE ANNUAL REPORT OF THE COMPANY FOR 2009 YEAR, THE COMPANY ACCOUNTING STATEMENTS PREPARED ON THE BASIS OF THE COMPANY PERFORMANCE RESULTS FOR 2009 YEAR, AND THE COMPANY PROFIT AND LOSS STATEMENT PREPARED ON THE BASIS OF THE PERFORMANCE RESULTS FOR 2009 YEAR BE APPROVED; THE DISTRIBUTION OF THE COMPANY PROFIT (LOSSES) ON THE BASIS OF THE PERFORMANCE RESULTS FOR 2009 YEAR BE APPROVED; NO DIVIDENDS BE PAYABLE ON THE COMPANY ORDINARY SHARES FOR 2009 YEAR, ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT. | | Management | | For | | |
| | | | |
02 | | THE NEW VERSION OF THE COMPANY CHARTER BE APPROVED. | | Management | | For | | |
| | | | |
03 | | THE NEW VERSION OF THE REGULATIONS OF THE CONVOCATION AND HOLDING THE GENERAL MEETING OF THE COMPANY SHAREHOLDERS BE APPROVED. | | Management | | Abstain | | |
| | | | |
04 | | THE REGULATIONS OF REMUNERATION PAYABLE TO THE MEMBERS OF THE COMPANY BOARD OF DIRECTORS BE APPROVED IN THE NEW VERSION. | | Management | | For | | |
| | | | |
05 | | CLOSED JOINT-STOCK COMPANY PRICEWATERHOUSECOOPERS AUDIT (OGRN 1027700148431) BE APPROVED AS THE COMPANY AUDITOR. | | Management | | For | | |
| | | | |
6A | | ELECTION OF THE MEMBER OF THE COMPANY INTERNAL AUDIT COMMISSION: KOLYADA ANDREI SERGEEVICH | | Management | | For | | |
| | | | |
6B | | ELECTION OF THE MEMBER OF THE COMPANY INTERNAL AUDIT COMMISSION: KURYANOV ALEXANDER MIKHAILOVICH | | Management | | For | | |
| | | | |
6C | | ELECTION OF THE MEMBER OF THE COMPANY INTERNAL AUDIT COMMISSION: ORESHKIN OLEG ANATOLIEVICH | | Management | | For | | |
| | | | |
6D | | ELECTION OF THE MEMBER OF THE COMPANY INTERNAL AUDIT COMMISSION: TIKHONOVA MARIA GENNADIEVNA | | Management | | For | | |
| | | | |
6E | | ELECTION OF THE MEMBER OF THE COMPANY INTERNAL AUDIT COMMISSION: YUGOV ALEXANDER SERGEEVICH | | Management | | For | | |
JSC RUSHYDRO
| | | | | | |
| | | |
Security | | 466294105 | | Meeting Type | | Consent |
| | | |
Ticker Symbol | | | | Meeting Date | | 30-Jun-2010 |
| | | |
ISIN | | US4662941057 | | Agenda | | 933303341 - Management |
| | | |
City | | | | Holding Recon Date | | 19-May-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 22-Jun-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Management |
| | | | |
7A | | ELECTION OF DIRECTOR: BALLO ANATOLY BORISOVICH | | Management | | Abstain | | |
| | | | |
7B | | ELECTION OF DIRECTOR: CHRISTIAN ANDREAS BERNDT | | Management | | Abstain | | |
| | | | |
7C | | ELECTION OF DIRECTOR: BELOBORODOV SERGEY SERGEEVICH | | Management | | Abstain | | |
| | | | |
7D | | ELECTION OF DIRECTOR: VOLKOV EDUARD PETROVICH | | Management | | Abstain | | |
| | | | |
7E | | ELECTION OF DIRECTOR: DANILOV-DANILYAN VICTOR IVANOVICH | | Management | | Abstain | | |
| | | | |
7F | | ELECTION OF DIRECTOR: DOD EVGENY VYACHESLAVOVICH | | Management | | Abstain | | |
| | | | |
7G | | ELECTION OF DIRECTOR: ZIMIN VICTOR MIKHAILOVICH | | Management | | Abstain | | |
| | | | |
7H | | ELECTION OF DIRECTOR: KOVALCHUK BORIS YURIEVICH | | Management | | Abstain | | |
| | | | |
7I | | ELECTION OF DIRECTOR: KRAVCHENKO VYACHESLAV MIKHAILOVICH | | Management | | Abstain | | |
| | | | |
7J | | ELECTION OF DIRECTOR: KUDRYAVY VICTOR VASILIEVICH | | Management | | Abstain | | |
| | | | |
7K | | ELECTION OF DIRECTOR: KURTSER GRIGORY MARKOVICH | | Management | | For | | |
| | | | |
7L | | ELECTION OF DIRECTOR: KUTOVOI GEORGIY PETROVICH | | Management | | Abstain | | |
| | | | |
7M | | ELECTION OF DIRECTOR: KUTIN NIKOLAI GEORGIEVICH | | Management | | Abstain | | |
| | | | |
7N | | ELECTION OF DIRECTOR: MALYSHEV ANDREI BORISOVICH | | Management | | Abstain | | |
| | | | |
7O | | ELECTION OF DIRECTOR: MASLOV SERGEI VLADIMIROVICH | | Management | | Abstain | | |
| | | | |
7P | | ELECTION OF DIRECTOR: SELIVERSTOVA MARINA VALERIEVNA | | Management | | Abstain | | |
| | | | |
7Q | | ELECTION OF DIRECTOR: SEREBRYANNIKOV SERGEI VLADIMIROVICH | | Management | | Abstain | | |
| | | | |
7R | | ELECTION OF DIRECTOR: TATSIY VLADIMIR VITALIEVICH | | Management | | Abstain | | |
| | | | |
7S | | ELECTION OF DIRECTOR: TITOV VASILY NIKOLAEVICH | | Management | | Abstain | | |
| | | | |
7T | | ELECTION OF DIRECTOR: SHARIPOV RASHID RAVELEVICH | | Management | | For | | |
| | | | |
7U | | ELECTION OF DIRECTOR: SHARONOV ANDREY VLADIMIROVICH | | Management | | Abstain | | |
| | | | |
7V | | ELECTION OF DIRECTOR: SHMATKO SERGEY IVANOVICH | | Management | | Abstain | | |
MECHEL OAO
| | | | | | |
Security | | 583840103 | | Meeting Type | | Annual |
| | | |
Ticker Symbol | | MTL | | Meeting Date | | 30-Jun-2010 |
| | | |
ISIN | | US5838401033 | | Agenda | | 933303769 - Management |
| | | |
City | | | | Holding Recon Date | | 24-May-2010 |
| | | |
Country | | United States | | Vote Deadline Date | | 23-Jun-2010 |
| | | |
SEDOL(s) | | | | Quick Code | | |
| | | | | | | | |
Item | | Proposal | | Type | | Vote | | For/Against Man agement |
| | | | |
01 | | TO APPROVE 2009 ANNUAL REPORT OF MECHEL OAO. | | Management | | Against | | |
| | | | |
02 | | TO APPROVE 2009 ANNUAL ACCOUNTING REPORT INCLUDING PROFIT AND LOSS ACCOUNT OF MECHEL OAO. | | Management | | Against | | |
| | | | | | | | |
| | | | |
03 | | TO APPROVE DISTRIBUTION OF PROFIT INCLUDING COMPANY’S DIVIDEND PAYMENT ACCORDING TO BUSINESS YEAR RESULTS. | | Management | | For | | |
| | | | |
04 | | DIRECTOR | | Management | | | | |
| | 1 JOHNSON, ARTHUR DAVID | | | | Withheld | | Against |
| | 2 GUSEV, V. VASSILIEVICH | | | | Withheld | | Against |
| | 3 EVTUSHENKO, A.E. | | | | Withheld | | Against |
| | 4 ZYUZIN, I.V. | | | | For | | For |
| | 5 KOZHUKHOVSKIY, I.S. | | | | For | | For |
| | 6 KOLPAKOV, S.V. | | | | For | | For |
| | 7 POLIN, V. ANATOLYEVICH | | | | Withheld | | Against |
| | 8 PROSKURNYA, V.V. | | | | Withheld | | Against |
| | 9 GALE, ROGER IAN | | | | For | | For |
| | | | |
5A | | ELECT MEMBER OF THE AUDITING COMMITTEE: ZAGREBIN, ALEKSEY VYACHESLAVOVICH | | Management | | For | | |
| | | | |
5B | | ELECT MEMBER OF THE AUDITING COMMITTEE: MIKHAYLOVA, NATALYA GRIGORYEVNA | | Management | | For | | |
| | | | |
5C | | ELECT MEMBER OF THE AUDITING COMMITTEE: RADISHEVSKAYA, LYUDMILA EDUARDOVNA | | Management | | For | | |
| | | | |
06 | | TO APPROVE ZAO ENERGYCONSULTING/AUDIT TO BE THE AUDITOR OF MECHEL OPEN JOINT STOCK COMPANY. | | Management | | For | | |
| | | | |
07 | | TO APPROVE A NEW VERSION OF ARTICLES OF ASSOCIATION OF MECHEL OAO. | | Management | | For | | |
| | | | |
08 | | TO APPROVE A NEW VERSION OF STATEMENT ON GENERAL MEETING OF SHAREHOLDERS OF MECHEL OPEN JOINT STOCK COMPANY. | | Management | | Abstain | | |
| | | | |
09 | | TO APPROVE A NEW VERSION OF STATEMENT ON BOARD OF DIRECTORS OF MECHEL OAO. | | Management | | For | | |
| | | | |
10 | | TO APPROVE A NEW VERSION OF STATEMENT ON REMUNERATION AND COMPENSATION FOR EXPENSES OF MEMBERS OF BOARD OF DIRECTORS. | | Management | | Abstain | | |
| | | | |
11 | | TO APPROVE CONCLUSION OF THE GUARANTEE AGREEMENT(S) AS THE TRANSACTION(S) OF INTEREST BY MECHEL OAO (HEREAFTER “COMPANY”) ON THE TERMS AND CONDITIONS (SEE FULL TEXT OF RESOLUTIONS ATTACHED). | | Management | | For | | |
IVY FUNDS VIP GROWTH
Proxy Voting Record
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | |
Research In Motion Ltd | | Meeting Date |
| |
| | 14-Jul-09 |
Ticker: RIM | | |
CUSIP: 760975102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Mike Lazaridis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director James Estill | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director David Kerr | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Roger Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John Richardson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Barbara Stymiest | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director John Wetmore | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 213,800 | | 213,800 |
| | | | Totals: | | 213,800 | | 213,800 |
| | | | | | | | |
| | |
Microchip Technology Incorporated | | Meeting Date |
| |
| | 14-Aug-09 |
Ticker: MCHP | | |
CUSIP: 595017104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Steve Sanghi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Albert J. Hugo-martinez | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director L.b. Day | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Matthew W. Chapman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Wade F. Meyercord | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 1,211,000 | | 1,211,000 |
| | | | Totals: | | 1,211,000 | | 1,211,000 |
| | | | | | | | |
Page 1 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | |
Medtronic, Inc. | | Meeting Date |
| |
| | 27-Aug-09 |
Ticker: MDT | | |
CUSIP: 585055106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Richard H. Anderson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Victor J. Dzau | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director William A. Hawkins | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director S. Ann Jackson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Denise M. O’Leary | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Robert C. Pozen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Jean-pierre Rosso | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Jack W. Schuler | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 115,000 | | 115,000 |
| | | | Totals: | | 115,000 | | 115,000 |
| | | | | | | | |
| | |
Linear Technology Corporation | | Meeting Date |
| |
| | 04-Nov-09 |
Ticker: LLTC | | |
CUSIP: 535678106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert H. Swanson, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director David S. Lee | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Lothar Maier | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Richard M. Moley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Thomas S. Volpe | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 2 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 302,200 | | 302,200 |
| | | | Totals: | | 302,200 | | 302,200 |
| | | | | | | | |
| | |
Cisco Systems, Inc. | | Meeting Date |
| |
| | 12-Nov-09 |
Ticker: CSCO | | |
CUSIP: 17275R102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Carol A. Bartz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director M. Michele Burns | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Michael D. Capellas | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Larry R. Carter | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director John T. Chambers | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Brian L. Halla | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director John L. Hennessy | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Richard M. Kovacevich | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Roderick C. McGeary | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Michael K. Powell | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Arun Sarin | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Steven M. West | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Jerry Yang | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Amend Bylaws to Establish a Board Committee on Human Rights | | SH | | Yes | | Against | | Against |
| | | | | |
18 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
19 | | Report on Internet Fragmentation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 1,594,390 | | 1,594,390 |
| | | | Totals: | | 1,594,390 | | 1,594,390 |
| | | | | | | | |
| | |
AutoZone, Inc. | | Meeting Date |
| |
| | 16-Dec-09 |
Ticker: AZO | | |
Page 3 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
CUSIP: 053332102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William C. Crowley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Sue E. Gove | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Earl G. Graves, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Robert R. Grusky | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director J. R. Hyde, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director W. Andrew McKenna | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director George R. Mrkonic, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Luis P. Nieto | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director William C. Rhodes, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Theodore W. Ullyot | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 41,500 | | 41,500 |
| | | | Totals: | | 41,500 | | 41,500 |
| | | | | | | | |
| | |
Activision Blizzard, Inc. | | Meeting Date |
| |
| | 17-Dec-09 |
Ticker: ATVI | | |
CUSIP: 00507V109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 211,100 | | 211,100 |
| | | | Totals: | | 211,100 | | 211,100 |
| | | | | | | | |
| | |
Visa Inc. | | Meeting Date |
| |
| | 20-Jan-10 |
Ticker: V | | |
CUSIP: 92826C839
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert W. Matschullat | | Mgmt | | Yes | | For | | For |
Page 4 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | | |
1.2 | | Elect Director Cathy E. Minehan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director David J. Pang | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director William S. Shanahan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John A. Swainson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Sent | | 455,200 | | 455,200 |
| | | | Totals: | | 455,200 | | 455,200 |
| | | | | | | | |
| | |
Monsanto Co. | | Meeting Date |
| |
| | 26-Jan-10 |
Ticker: MON | | |
CUSIP: 61166W101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Frank V. AtLee III | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director David L. Chicoine | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Arthur H. Harper | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Gwendolyn S. King | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 163,300 | | 163,300 |
| | | | Totals: | | 163,300 | | 163,300 |
| | | | | | | | |
| | |
Emerson Electric Co. | | Meeting Date |
| |
| | 02-Feb-10 |
Ticker: EMR | | |
CUSIP: 291011104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director C. A. H. Boersig | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director C. Fernandez G. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director W. J. Galvin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director R. L. Stephenson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director V. R. Loucks, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director R. L. Ridgway | | Mgmt | | Yes | | For | | For |
Page 5 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | | |
2 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Sent | | 258,200 | | 258,200 |
| | | | Totals: | | 258,200 | | 258,200 |
| | | | | | | | |
| | |
Apple Inc. | | Meeting Date |
| |
| | 25-Feb-10 |
Ticker: AAPL | | |
CUSIP: 037833100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William V. Campbell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Millard S. Drexler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Albert A. Gore, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Steven P. Jobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Andrea Jung | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Arthur D. Levinson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Jerome B. York | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Non-Employee Director Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Prepare Sustainability Report | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Establish Other Board Committee | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Sent | | 227,500 | | 227,500 |
| | | | Totals: | | 227,500 | | 227,500 |
| | | | | | | | |
| | |
QUALCOMM Incorporated | | Meeting Date |
| |
| | 02-Mar-10 |
Ticker: QCOM | | |
CUSIP: 747525103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Barbara T. Alexander | | Mgmt | | Yes | | For | | For |
Page 6 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | | |
1.2 | | Elect Director Stephen M. Bennett | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Donald G. Cruickshank | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Raymond V. Dittamore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Thomas W. Horton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Irwin Mark Jacobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Paul E. Jacobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Robert E. Kahn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Sherry Lansing | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Duane A. Nelles | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Brent Scowcroft | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Marc I. Stern | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Sent | | 792,162 | | 792,162 |
| | | | Totals: | | 792,162 | | 792,162 |
| | | | | | | | |
| | |
Hewlett-Packard Company | | Meeting Date |
| |
| | 17-Mar-10 |
Ticker: HPQ | | |
CUSIP: 428236103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Marc L. Andreessen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Lawrence T. Babbio, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Sari M. Baldauf | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Rajiv L. Gupta | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John H. Hammergren | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Mark V. Hurd | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Joel Z. Hyatt | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director John R. Joyce | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Robert L. Ryan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Lucille S. Salhany | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director G. Kennedy Thompson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
Page 7 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | | |
4 | | Company Request on Advisory Vote on Executive Compensation | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 775,000 | | 775,000 |
| | | | Totals: | | 775,000 | | 775,000 |
| | | | | | | | |
| | |
Schlumberger Ltd. | | Meeting Date |
| |
| | 07-Apr-10 |
Ticker: SLB | | |
CUSIP: 806857108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect P. Camus as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect P. Currie as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect J.S. Gorelick as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect A. Gould as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect T. Isaac as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect K.V. Kamath as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect N. Kudryavtsev as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect A. Lajous as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect M.E. Marks as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect L.R. Reif as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect T.I. Sandvold as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect H. Seydoux as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adopt and Approve Financials and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve 2010 Omnibus Stock Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify PricewaterhouseCoopers LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Approved | | 511,300 | | 511,300 |
| | | | Totals: | | 511,300 | | 511,300 |
| | | | | | | | |
| | |
Carnival Corp. | | Meeting Date |
| |
| | 13-Apr-10 |
Ticker: CCL | | |
CUSIP: 143658300
Page 8 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Reelect Micky Arison As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Sir Jonathon Band As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reelect Robert H. Dickinson As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reelect Arnold W. Donald As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reelect Pier Luigi Foschi As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reelect Howard S. Frank As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reelect Richard J. Glasier As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reelect Modesto A. Maidique As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reelect Sir John Parker As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Reelect Peter G. Ratcliffe As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Reelect Stuart Subotnick As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Reelect Laura Weil As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Reelect Randall J. Weisenburger As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Reelect Uzi Zucker As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Reappoint The UK Firm Of PricewaterhouseCoopers LLP As Independent Auditors For Carnival Plc And Ratify The U.S. Firm Of PricewaterhouseCoopers LLP As The Independent Auditor For Carnival Corporation. | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Authorize The Audit Committee Of Carnival Plc To Fix Remuneration Of The Independent Auditors Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Receive The UK Accounts And Reports Of The Directors And Auditors Of Carnival Plc For The Year Ended November 30, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Approve The Directors Remuneration Report Of Carnival Plc For The Year Ended November 30, 2009 | | Mgmt | | Yes | | For | | Against |
| | | | | |
19 | | Authorize Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
20 | | Authorize Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
21 | | Authorise Shares for Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
22 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
23 | | Transact Other Business (Non-Voting) | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 343,000 | | 343,000 |
| | | | Totals: | | 343,000 | | 343,000 |
| | | | | | | | |
Page 9 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | |
T. Rowe Price Group, Inc. | | Meeting Date |
| |
| | 14-Apr-10 |
Ticker: TROW | | |
CUSIP: 74144T108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Edward C. Bernard | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director James T. Brady | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director J. Alfred Broaddus, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Donald B. Hebb, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director James A.C. Kennedy | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Brian C. Rogers | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Alfred Sommer, PHD | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Dwight S. Taylor | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Anne Marie Whittemore | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 249,600 | | 249,600 |
| | | | Totals: | | 249,600 | | 249,600 |
| | | | | | | | |
| | |
United Technologies Corporation | | Meeting Date |
| |
| | 14-Apr-10 |
Ticker: UTX | | |
CUSIP: 913017109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Louis R. Chenevert | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John V. Faraci | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Jean-Pierre Garnier, Ph.D. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Jamie S. Gorelick | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Carlos M. Gutierrez | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Edward A. Kangas | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Charles R. Lee | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Richard D. McCormick | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Harold McGraw, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Richard B. Myers | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director H. Patrick Swygert | | Mgmt | | Yes | | For | | For |
Page 10 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | | |
1.12 | | Elect Director Andre Villeneuve | | Mgmt | | Yes | | For | | For |
| | | | | |
1.13 | | Elect Director Christine Todd Whitman | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 123,600 | | 123,600 |
| | | | Totals: | | 123,600 | | 123,600 |
| | | | | | | | |
| | |
Intuitive Surgical, Inc. | | Meeting Date |
| |
| | 21-Apr-10 |
Ticker: ISRG | | |
CUSIP: 46120E602
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Alan J. Levy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Eric H. Halvorson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Amal M. Johnson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 36,000 | | 36,000 |
| | | | Totals: | | 36,000 | | 36,000 |
| | | | | | | | |
| | |
The Coca-Cola Company | | Meeting Date |
| |
| | 21-Apr-10 |
Ticker: KO | | |
CUSIP: 191216100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Herbert A. Allen | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Ronald W. Allen | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Cathleen P. Black | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Barry Diller | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Alexis M. Herman | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Muhtar Kent | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Donald R. Keough | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Maria Elena Lagomasino | | Mgmt | | Yes | | For | | For |
Page 11 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | | |
9 | | Elect Director Donald F. McHenry | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Sam Nunn | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director James D. Robinson III | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Peter V. Ueberroth | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Jacob Wallenberg | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director James B. Williams | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
17 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
18 | | Performance-Based Equity Awards | | SH | | Yes | | Against | | Against |
| | | | | |
19 | | Publish Report on Chemical Bisphenol A (BPA) | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 138,000 | | 138,000 |
| | | | Totals: | | 138,000 | | 138,000 |
| | | | | | | | |
| | |
Abbott Laboratories | | Meeting Date |
| |
| | 23-Apr-10 |
Ticker: ABT | | |
CUSIP: 002824100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director R.J. Alpern | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director R.S. Austin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director W.M. Daley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director W.J. Farrell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director H.L. Fuller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director W.A. Osborn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director D.A.L. Owen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director R.S. Roberts | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director S.C. Scott, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director W.D. Smithburg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director G.F. Tilton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director M.D. White | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
4 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
Page 12 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 327,100 | | 327,100 |
| | | | Totals: | | 327,100 | | 327,100 |
| | | | | | | | |
| | |
American Express Company | | Meeting Date |
| |
| | 26-Apr-10 |
Ticker: AXP | | |
CUSIP: 025816109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Daniel F. Akerson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Charlene Barshefsky | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Ursula M. Burns | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Kenneth I. Chenault | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Peter Chernin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Jan Leschly | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Richard C. Levin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Richard A. McGinn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Edward D. Miller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Steven S. Reinemund | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Robert D. Walter | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Ronald A. Williams | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | Against |
| | | | | |
4 | | Provide for Cumulative Voting | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Amend Articles/Bylaws/Charter -- Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
6 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 246,100 | | 246,100 |
| | | | Totals: | | 246,100 | | 246,100 |
| | | | | | | | |
| | |
Praxair, Inc. | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: PX | | |
CUSIP: 74005P104
Page 13 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stephen F. Angel | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Nance K. Dicciani | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Edward G. Galante | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Claire W. Gargalli | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Ira D. Hall | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Raymond W. LeBoeuf | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Larry D. Mcvay | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Wayne T. Smith | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Robert L. Wood | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 98,900 | | 98,900 |
| | | | Totals: | | 98,900 | | 98,900 |
| | | | | | | | |
| | |
Stryker Corporation | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: SYK | | |
CUSIP: 863667101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Howard E. Cox, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Srikant M. Datar, Ph.D. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Donald M. Engelman, Ph.D. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Louise L. Francesconi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Howard L. Lance | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Stephen P. MacMillan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director William U. Parfet | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Ronda E. Stryker | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 129,000 | | 129,000 |
| | | | Totals: | | 129,000 | | 129,000 |
| | | | | | | | |
| | |
Wells Fargo & Company | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: WFC | | |
CUSIP: 949746101
Page 14 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Election Director John D. Baker II | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Election Director John S. Chen | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Election Director Lloyd H. Dean | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Election Director Susan E. Engel | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Election Director Enrique Hernandez, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Election Director Donald M. James | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Election Director Richard D. McCormick | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Election Director Mackey J. McDonald | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Election Director Cynthia H. Milligan | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Nicholas G. Moore | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Philip J. Quigley | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Judith M. Runstad | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Stephen W. Sanger | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director Robert K. Steel | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Elect Director John G. Stumpf | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Elect Director an G. Swenson | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | Against |
| | | | | |
18 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
21 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
22 | | Report on Charitable Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
23 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 245,300 | | 245,300 |
| | | | Totals: | | 245,300 | | 245,300 |
| | | | | | | | |
| | |
Baxter International Inc. | | Meeting Date |
| |
| | 04-May-10 |
Ticker: BAX | | |
CUSIP: 071813109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Blake E. Devitt | | Mgmt | | Yes | | For | | For |
Page 15 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | | |
2 | | Elect Director John D. Forsyth | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Gail D. Fosler | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Carole J. Shapazian | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 446,300 | | 446,300 |
| | | | Totals: | | 446,300 | | 446,300 |
| | | | | | | | |
| | |
CME Group Inc. | | Meeting Date |
| |
| | 05-May-10 |
Ticker: CME | | |
CUSIP: 12572Q105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Terrence A. Duffy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Charles P. Carey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Mark E. Cermak | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Martin J. Gepsman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Leo Melamed | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Joseph Niciforo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director C.C. Odom | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director John F. Sandner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Dennis A. Suskind | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 13,400 | | 13,400 |
| | | | Totals: | | 13,400 | | 13,400 |
| | | | | | | | |
| | |
Altera Corporation | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: ALTR | | |
CUSIP: 021441100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director John P. Daane | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Robert J. Finocchio, Jr. | | Mgmt | | Yes | | For | | For |
Page 16 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | | |
3 | | Elect Director Kevin McGarity | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director T. Michael Nevens | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Krish A. Prabhu | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director John Shoemaker | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Susan Wang | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 227,100 | | 227,100 |
| | | | Totals: | | 227,100 | | 227,100 |
| | | | | | | | |
| | |
Ecolab Inc. | | Meeting Date |
| |
| | 06-May-10 |
Ticker: ECL | | |
CUSIP: 278865100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Arthur J. Higgins | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Joel W. Johnson | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director C. Scott O’Hara | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Declassify the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Adopt Policy on Human Right to Water | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Amend Bylaws-- Call Special Meetings | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 196,700 | | 196,700 |
| | | | Totals: | | 196,700 | | 196,700 |
| | | | | | | | |
| | |
Colgate-Palmolive Company | | Meeting Date |
| |
| | 07-May-10 |
Ticker: CL | | |
Page 17 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
CUSIP: 194162103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director John T. Cahill | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Ian Cook | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Helene D. Gayle | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Ellen M. Hancock | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Joseph Jimenez | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director David W. Johnson | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Richard J. Kogan | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Delano E. Lewis | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director J. Pedro Reinhard | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Stephen I. Sadove | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Report on Charitable Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Amend Articles/Bylaws/Charter -- Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 458,200 | | 458,200 |
| | | | Totals: | | 458,200 | | 458,200 |
| | | | | | | | |
| | |
The Goldman Sachs Group, Inc. | | Meeting Date |
| |
| | 07-May-10 |
Ticker: GS | | |
CUSIP: 38141G104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Lloyd C. Blankfein | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John H. Bryan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Gary D. Cohn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Claes Dahlbäck | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Stephen Friedman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director William W. George | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director James A. Johnson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Lois D. Juliber | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Lakshmi N. Mittal | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director James J. Schiro | | Mgmt | | Yes | | For | | For |
Page 18 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | | |
1.11 | | Elect Director H. Lee Scott, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reduce Supermajority Vote Requirement | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Provide for Cumulative Voting | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Report on Collateral in Derivatives Trading | | SH | | Yes | | Against | | Against |
| | | | | |
8 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
10 | | Report on Global Warming Science | | SH | | Yes | | Against | | Against |
| | | | | |
11 | | Report on Pay Disparity | | SH | | Yes | | Against | | Against |
| | | | | |
12 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 66,700 | | 66,700 |
| | | | Totals: | | 66,700 | | 66,700 |
| | | | | | | | |
| | |
Gilead Sciences, Inc. | | Meeting Date |
| |
| | 11-May-10 |
Ticker: GILD | | |
CUSIP: 375558103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Paul Berg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John F. Cogan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Etienne F. Davignon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James M. Denny | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Carla A. Hills | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Kevin E. Lofton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director John W. Madigan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director John C. Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Gordon E. Moore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Nicholas G. Moore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Richard J. Whitley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Gayle E. Wilson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.13 | | Elect Director Per Wold-Olsen | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
Page 19 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 581,400 | | 581,400 |
| | | | Totals: | | 581,400 | | 581,400 |
| | | | | | | | |
| | |
National Oilwell Varco, Inc. | | Meeting Date |
| |
| | 12-May-10 |
Ticker: NOV | | |
CUSIP: 637071101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Ben A. Guill | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Roger L. Jarvis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Eric L. Mattson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 193,300 | | 193,300 |
| | | | Totals: | | 193,300 | | 193,300 |
| | | | | | | | |
| | |
Wynn Resorts, Limited | | Meeting Date |
| |
| | 12-May-10 |
Ticker: WYNN | | |
CUSIP: 983134107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stephen A. Wynn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Ray R. Irani | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Alvin V. Shoemaker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director D. Boone Wayson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 342,400 | | 342,400 |
| | | | Totals: | | 342,400 | | 342,400 |
| | | | | | | | |
Page 20 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | |
Google Inc. | | Meeting Date |
| |
| | 13-May-10 |
Ticker: GOOG | | |
CUSIP: 38259P508
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Eric Schmidt | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Sergey Brin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Larry Page | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director L. John Doerr | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John L. Hennessy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Ann Mather | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Paul S. Otellini | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director K. Ram Shriram | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Shirley M. Tilghman | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Prepare Sustainability Report | | SH | | Yes | | Against | | Abstain |
| | | | | |
5 | | Adopt Principles for Online Advertising | | SH | | Yes | | Against | | Against |
| | | | | |
6 | | Amend Human Rights Policies Regarding Chinese Operations | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 67,960 | | 67,960 |
| | | | Totals: | | 67,960 | | 67,960 |
| | | | | | | | |
| | |
Kohl’s Corporation | | Meeting Date |
| |
| | 13-May-10 |
Ticker: KSS | | |
CUSIP: 500255104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Peter Boneparth | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Steven A. Burd | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director John F. Herma | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Dale E. Jones | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director William S. Kellogg | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Kevin Mansell | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Frank V. Sica | | Mgmt | | Yes | | For | | For |
Page 21 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | | |
8 | | Elect Director Peter M. Sommerhauser | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Stephanie A. Streeter | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Nina G. Vaca | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Stephen E. Watson | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | |
15 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 589,900 | | 589,900 |
| | | | Totals: | | 589,900 | | 589,900 |
| | | | | | | | |
| | |
Starwood Hotels & Resorts Worldwide, Inc. | | Meeting Date |
| |
| | 13-May-10 |
Ticker: HOT | | |
CUSIP: 85590A401
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Adam M. Aron | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Charlene Barshefsky | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Thomas E. Clarke | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Clayton C. Daley, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Bruce W. Duncan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Lizanne Galbreath | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Eric Hippeau | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Stephen R. Quazzo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Thomas O. Ryder | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Frits van Paasschen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Kneeland C. Youngblood | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 115,650 | | 115,650 |
| | | | Totals: | | 115,650 | | 115,650 |
| | | | | | | | |
Page 22 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | |
The Charles Schwab Corporation | | Meeting Date |
| |
| | 13-May-10 |
Ticker: SCHW | | |
CUSIP: 808513105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Arun Sarin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Paula A. Sneed | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 118,500 | | 118,500 |
| | | | Totals: | | 118,500 | | 118,500 |
| | | | | | | | |
| | |
JPMorgan Chase & Co. | | Meeting Date |
| |
| | 18-May-10 |
Ticker: JPM | | |
CUSIP: 46625H100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Crandall C. Bowles | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Stephen B. Burke | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director David M. Cote | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James S. Crown | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director James Dimon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Ellen V. Futter | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director William H. Gray, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Laban P. Jackson, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director David C. Novak | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Lee R. Raymond | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director William C. Weldon | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Affirm Political Non-Partisanship | | SH | | Yes | | Against | | For |
Page 23 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | | |
5 | | Amend Bylaws — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
6 | | Report on Collateral in Derivatives Trading | | SH | | Yes | | Against | | For |
| | | | | |
7 | | Provide Right to Act by Written Consent | | SH | | Yes | | Against | | For |
| | | | | |
8 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Report on Pay Disparity | | SH | | Yes | | Against | | Against |
| | | | | |
10 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 857,920 | | 857,920 |
| | | | Totals: | | 857,920 | | 857,920 |
| | | | | | | | |
| | |
Nordstrom, Inc. | | Meeting Date |
| |
| | 18-May-10 |
Ticker: JWN | | |
CUSIP: 655664100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Phyllis J. Campbell | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Enrique Hernandez, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Robert G. Miller | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Blake W. Nordstrom | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Erik B. Nordstrom | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Peter E. Nordstrom | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Philip G. Satre | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Robert D. Walter | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Alison A. Winter | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 194,300 | | 194,300 |
| | | | Totals: | | 194,300 | | 194,300 |
| | | | | | | | |
| | |
Halliburton Company | | Meeting Date |
| |
| | 19-May-10 |
Ticker: HAL | | |
CUSIP: 406216101
Page 24 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director A.M. Bennett | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director J.R. Boyd | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director M. Carroll | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director N.K. Dicciani | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director S.M. Gillis | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director J.T. Hackett | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director D.J. Lesar | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director R.A. Malone | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director J.L. Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director D.L. Reed | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Review and Assess Human Rights Policies | | SH | | Yes | | Against | | Against |
| | | | | |
13 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
15 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 278,600 | | 278,600 |
| | | | Totals: | | 278,600 | | 278,600 |
| | | | | | | | |
| | |
Broadcom Corporation | | Meeting Date |
| |
| | 20-May-10 |
Ticker: BRCM | | |
CUSIP: 111320107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Joan L. Amble | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Nancy H. Handel | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Eddy W. Hartenstein | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director John E. Major | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Scott A. McGregor | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director William T. Morrow | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Robert E. Switz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 25 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 374,900 | | 374,900 |
| | | | Totals: | | 374,900 | | 374,900 |
| | | | | | | | |
| | |
The Home Depot, Inc. | | Meeting Date |
| |
| | 20-May-10 |
Ticker: HD | | |
CUSIP: 437076102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director F. Duane Ackerman | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director David H. Batchelder | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Francis S. Blake | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Ari Bousbib | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Gregory D. Brenneman | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Albert P. Carey | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Armando Codina | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Bonnie G. Hill | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Karen L. Katen | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Provide for Cumulative Voting | | SH | | Yes | | Against | | Against |
| | | | | |
13 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Amend Articles/Bylaws/Charter -- Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
15 | | Provide Right to Act by Written Consent | | SH | | Yes | | Against | | For |
| | | | | |
16 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | |
17 | | Prepare Employment Diversity Report | | SH | | Yes | | Against | | Against |
| | | | | |
18 | | Reincorporate in Another State [from Delaware to North Dakota] | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 494,800 | | 494,800 |
| | | | Totals: | | 494,800 | | 494,800 |
| | | | | | | | |
| | |
Stericycle, Inc. | | Meeting Date |
| |
| | 25-May-10 |
Ticker: SRCL | | |
CUSIP: 858912108
Page 26 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Mark C. Miller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Jack W. Schuler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Thomas D. Brown | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Rod F. Dammeyer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director William K. Hall | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Jonathan T. Lord | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director John Patience | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director J.W.P. Reid-Anderson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Ronald G. Spaeth | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 89,100 | | 89,100 |
| | | | Totals: | | 89,100 | | 89,100 |
| | | | | | | | |
| | |
Thermo Fisher Scientific Inc. | | Meeting Date |
| |
| | 26-May-10 |
Ticker: TMO | | |
CUSIP: 883556102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Marc N. Casper | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Tyler Jacks | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 244,100 | | 244,100 |
| | | | Totals: | | 244,100 | | 244,100 |
| | | | | | | | |
| | |
Lowe’s Companies, Inc. | | Meeting Date |
| |
| | 28-May-10 |
Ticker: LOW | | |
CUSIP: 548661107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director David W. Bernauer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Leonard L. Berry | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Dawn E. Hudson | | Mgmt | | Yes | | For | | For |
Page 27 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
1.4 | | Elect Director Robert A. Niblock | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 283,600 | | 283,600 |
| | | | Totals: | | 283,600 | | 283,600 |
| | | | | | | | |
| | |
Cognizant Technology Solutions Corporation | | Meeting Date |
| |
| | 01-Jun-10 |
Ticker: CTSH | | |
CUSIP: 192446102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director John E. Klein | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Lakshmi Narayanan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Maureen Breakiron-Evans | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 320,900 | | 320,900 |
| | | | Totals: | | 320,900 | | 320,900 |
| | | | | | | | |
| | |
Target Corporation | | Meeting Date |
| |
| | 09-Jun-10 |
Ticker: TGT | | |
CUSIP: 87612E106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Calvin Darden | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Anne M. Mulcahy | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Stephen W. Sanger | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Gregg W. Steinhafel | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Declassify the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reduce Supermajority Vote Requirement | | Mgmt | | Yes | | For | | For |
Page 28 of 29
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 94 Ivy Funds VIP Growth | |  |
| | | | | | | | | | |
| | | | | |
8 | | Amend Articles of Incorporation | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 296,300 | | 296,300 |
| | | | Totals: | | 296,300 | | 296,300 |
| | | | | | | | |
| | |
Teva Pharmaceutical Industries Ltd. | | Meeting Date |
| |
| | 29-Jun-10 |
Ticker: N/A | | |
CUSIP: M8769Q102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Final Dividend of NIS 2.50 (USD 0.642) Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Election Of Director: Mr. Abraham E. Cohen | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Election Of Director: Mr. Amir Elstein | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Election Of Director: Prof. Roger Kornberg | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Election Of Director: Prof. Moshe Many | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Election Of Director: Mr. Dan Propper | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Compensation of Board Chairman | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Compensation of Director | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve Compensation of Director | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Increase Authorized Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
94 Ivy Funds VIP Growth, 94 | | 115908.1 | | Confirmed | | 407,300 | | 407,300 |
| | | | Totals: | | 407,300 | | 407,300 |
| | | | | | | | |
Page 29 of 29
IVY FUNDS VIP HIGH INCOME
Proxy Voting Record
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 93 Ivy Funds VIP High Income | |  |
| | |
Simmons Company | | Meeting Date |
| |
| | 12-Nov-09 |
Ticker: N/A | | |
CUSIP: N/A
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | The Plan - SBC Note Claim Holders | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | The Plan - Guaranty Claim Holders | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
93 Ivy Funds VIP High Income, 93 | | 115909.1 | | Confirmed | | 1,225,000 | | 1,225,000 |
93 Ivy Funds VIP High Income, 93 | | 115909.1 | | Confirmed | | 3,000,000 | | 3,000,000 |
| | | | Totals: | | 4,225,000 | | 4,225,000 |
| | | | | | | | |
| | |
Dole Food Company, Inc. | | Meeting Date |
| |
| | 06-May-10 |
Ticker: DOLE | | |
CUSIP: 256603101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Andrew J. Conrad | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Justin M. Murdock | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
93 Ivy Funds VIP High Income, 93 | | 115909.1 | | Confirmed | | 40,000 | | 40,000 |
| | | | Totals: | | 40,000 | | 40,000 |
| | | | | | | | |
| | |
NII Holdings, Inc. | | Meeting Date |
| |
| | 11-May-10 |
Ticker: NIHD | | |
CUSIP: 62913F201
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Steven P. Dussek | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Donald Guthrie | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Steven M. Shindler | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
Page 1 of 3
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 93 Ivy Funds VIP High Income | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
93 Ivy Funds VIP High Income, 93 | | 115909.1 | | Confirmed | | 3,500 | | 3,500 |
| | | | Totals: | | 3,500 | | 3,500 |
| | | | | | | | |
| | |
Pinnacle Entertainment, Inc. | | Meeting Date |
| |
| | 11-May-10 |
Ticker: PNK | | |
CUSIP: 723456109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Management Proxy (White Card) | | Mgmt | | No | | | | |
| | | | | |
1 | | Elect Director Stephen C. Comer | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director John V. Giovenco | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Richard J. Goeglein | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Ellis Landau | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Bruce A. Leslie | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director James L. Martineau | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Michael Ornest | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Lynn P. Reitnouer | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Anthony M. Sanfilippo | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
| | Dissident Proxy (Blue Card) | | Mgmt | | No | | | | |
| | | | | |
1 | | Elect Director Stephen C. Comer | | SH | | Yes | | None | | Do Not Vote |
| | | | | |
2 | | Elect Director John V. Giovenco | | SH | | Yes | | None | | Do Not Vote |
| | | | | |
3 | | Elect Director Richard J. Goeglein | | SH | | Yes | | None | | Do Not Vote |
| | | | | |
4 | | Elect Director Ellis Landau | | SH | | Yes | | None | | Do Not Vote |
| | | | | |
5 | | Elect Director Bruce A. Leslie | | SH | | Yes | | None | | Do Not Vote |
| | | | | |
6 | | Elect Director James L. Martineau | | SH | | Yes | | None | | Do Not Vote |
| | | | | |
7 | | Elect Director Michael Ornest | | SH | | Yes | | None | | Do Not Vote |
| | | | | |
8 | | Elect Director Lynn P. Reitnouer | | SH | | Yes | | None | | Do Not Vote |
| | | | | |
9 | | Elect Director Anthony M. Sanfilippo | | SH | | Yes | | None | | Do Not Vote |
| | | | | |
10 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | None | | Do Not Vote |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | None | | Do Not Vote |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | For | | Do Not Vote |
Page 2 of 3
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 93 Ivy Funds VIP High Income | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
93 Ivy Funds VIP High Income, 93 | | 115909.1 | | Sent | | 12,500 | | 12,500 |
| | | | Totals: | | 12,500 | | 12,500 |
| | | | | | | | |
Page 3 of 3
IVY FUNDS VIP INTERNATIONAL CORE EQUITY
(formerly, Ivy Funds VIP International Value)
Proxy Voting Record
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | |
Singapore | | Meeting |
Telecommunications Ltd. | | Date |
| |
| | 24-Jul-09 |
Ticker: N/A | | |
CUSIP: N/A
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Authorize Share Repurchase Program | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Participation by the Relevant Person in the SingTel Performance Share Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 2,447,000 | | 2,447,000 |
| | | | Totals: | | 2,447,000 | | 2,447,000 |
| | | | | | | | |
| | |
Singapore | | Meeting |
Telecommunications Ltd. | | Date |
| |
| | 24-Jul-09 |
Ticker: N/A | | |
CUSIP: N/A
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Adopt Financial Statements and Directors’ and Auditors’ Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Declare Final Dividend of SGD 0.069 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reelect Chua Sock Koong as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reelect Kaikhushru Shiavax Nargolwala as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reelect Fang Ai Lian as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reelect Ong Peng Tsin as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Directors’ Fees of Up to SGD 2.2 Million for the Year Ending March 31, 2010 (2009: Up to SGD 2.2 Million) | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reappoint Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
10 | | Approve Issuance of Shares Pursuant to the Singapore Telecom Share Option Scheme 1999 | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve Issuance of Shares and Grant of Awards Pursuant to the SingTel Performance Share Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 2,447,000 | | 2,447,000 |
| | | | Totals: | | 2,447,000 | | 2,447,000 |
| | | | | | | | |
Page 1 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | |
Barclays plc | | Meeting Date |
| |
| | 06-Aug-09 |
Ticker: N/A | | |
CUSIP: G08036124
| | | | | | | | | | | | |
| | | | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | | |
| | 1 | | Approve Disposal by Barclays plc of the Barclays Global Investors Business and Ancillary Arrangements | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 800,810 | | 800,810 |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 1,101,000 | | 1,101,000 |
| | | | Totals: | | 1,901,810 | | 1,901,810 |
| | | | | | | | |
| | |
Industrial and Commercial Bank of China Limited | | Meeting Date |
| |
| | 02-Sep-09 |
Ticker: N/A | | |
CUSIP: Y3990B112
| | | | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | | |
| | | | Special Business | | Mgmt | | No | | None | | None |
| | | | | | |
| | 1 | | Approve Capital Injection of an Amount Equivalent to RMB 3 Billion in ICBC Financial Leasing Co., Ltd. | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 7,148,000 | | 7,148,000 |
| | | | Totals: | | 7,148,000 | | 7,148,000 |
| | | | | | | | |
| | |
Foster’s Group Ltd. | | Meeting Date |
| |
| | 21-Oct-09 |
Ticker: FGL | | |
CUSIP: Q3944W187
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Max G Ould as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve the Foster’s Employee Share Grant Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve the Issuance of 343,000 Shares Based on a Share Price of A$5.25 Each to Ian Johnston Under the Long Term Incentive Plan in Respect of the 2008/09 Financial Year | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve the Issuance of 515,400 Shares Based on a Share Price of A$5.24 Each to Ian Johnston Under the Long Term Incentive Plan in Respect of the 2009/10 Financial Year | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Remuneration Report for the Financial Year Ended June 30, 2009 | | Mgmt | | Yes | | For | | For |
Page 2 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 2,212,876 | | 2,212,876 |
| | | | Totals: | | 2,212,876 | | 2,212,876 |
| | | | | | | | |
| | |
Amcor Ltd. | | Meeting Date |
| |
| | 22-Oct-09 |
Ticker: AMC | | |
CUSIP: Q03080100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Receive the Financial Statements and Statutory Reports for the Financial Year Ended June 30, 2009 | | Mgmt | | No | | None | | None |
| | | | | |
2(a) | | Elect George John Pizzey as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2(b) | | Elect Jeremy Leigh Sutcliffe as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve the Grant of 2.76 Million Options with an Exercise Price of A$4.73 Each and 367,000 Performance Rights to K N MacKenzie, Managing Director, Under the Company’s Long Term Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve the Grant of a Number of Share Rights That is Worth Half of the Actual Cash Bonus Paid or Payable to K N MacKenzie Under the Company’s Management Incentive Plan for the 2009/10 Financial Year | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve the Remuneration Report for the Financial Year Ended June 30, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Amendments to the Company’s Constitution | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 1,426,671 | | 1,426,671 |
| | | | Totals: | | 1,426,671 | | 1,426,671 |
| | | | | | | | |
| | |
Crown Ltd | | Meeting Date |
| |
| | 28-Oct-09 |
Ticker: CWN | | |
CUSIP: Q3014T106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Receive the Financial Statements and Statutory Reports for the Financial Year Ended June 30, 2009 | | Mgmt | | No | | None | | None |
| | | | | |
2(a) | | Elect Benjamin Brazil as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2(b) | | Elect Christopher Corrigan as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2(c) | | Elect Michael Johnston as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2(d) | | Elect Richard Turner as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve the Remuneration Report for the Financial Year Ended June 30, 2009 | | Mgmt | | Yes | | For | | For |
Page 3 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 968,061 | | 968,061 |
| | | | Totals: | | 968,061 | | 968,061 |
| | | | | | | | |
| | |
Telstra Corporation Limited. | | Meeting Date |
| |
| | 04-Nov-09 |
Ticker: TLS | | |
CUSIP: Q8975N105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Chairman and CEO Presentations | | Mgmt | | No | | None | | None |
| | | | | |
2 | | Approve the Remuneration Report for the Financial Year Ended June 30, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Receive the Financial Statements and Statutory Reports for the Financial Year Ended June 30, 2009 | | Mgmt | | No | | None | | None |
| | | | | |
4a | | Elect Geoffrey Cousins as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4b | | Elect Steve Vamos as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4c | | Elect John Stanhope as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4d | | Elect John Zeglis as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4e | | Elect John Stocker as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4f | | Elect Russell Higgins as a Director | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 3,791,640 | | 3,791,640 |
| | | | Totals: | | 3,791,640 | | 3,791,640 |
| | | | | | | | |
| | |
Brambles Ltd | | Meeting Date |
| |
| | 19-Nov-09 |
Ticker: N/A | | |
CUSIP: Q6634U106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Receive the Financial Statements and Statutory Reports for the Financial Year Ended June 30, 2009 | | Mgmt | | No | | None | | |
| | | | | |
2 | | Approve the Remuneration Report for the Financial Year Ended June 30, 2009 | | Mgmt | | Yes | | For | | |
| | | | | |
3 | | Elect John Patrick Mullen as a Director | | Mgmt | | Yes | | For | | |
| | | | | |
4 | | Elect Brian Martin Schwartz as a Director | | Mgmt | | Yes | | For | | |
| | | | | |
5 | | Elect Graham John Kraehe as a Director | | Mgmt | | Yes | | For | | |
| | | | | |
6 | | Elect Stephen Paul Johns as a Director | | Mgmt | | Yes | | For | | |
| | | | | |
7 | | Elect Sarah Carolyn Hailes Kay as a Director | | Mgmt | | Yes | | For | | |
| | | | | |
8 | | Approve the Amendments to the Constitution | | Mgmt | | Yes | | For | | |
Page 4 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Uninstructed | | 0 | | 0 |
| | | | Totals: | | 0 | | 0 |
| | | | | | | | |
| | |
Industrial and Commercial Bank of China Limited | | Meeting Date |
| |
| | 27-Nov-09 |
Ticker: N/A | | |
CUSIP: Y3990B112
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Special Business | | Mgmt | | No | | None | | None |
| | | | | |
1 | | Approve Sale and Purchase Agreement Between Industrial and Commercial Bank of China Ltd. and Bangkok Bank Public Company Ltd. and the Voluntary Tender and Delisting Offers and Related Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | None | | None |
| | | | | |
2 | | Elect Malcolm Christopher McCarthy as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Kenneth Patrick Chung as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 10,521,000 | | 10,521,000 |
| | | | Totals: | | 10,521,000 | | 10,521,000 |
| | | | | | | | |
| | |
New World Development Co. Ltd. | | Meeting Date |
| |
| | 09-Dec-09 |
Ticker: N/A | | |
CUSIP: Y63084126
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
3a | | Reelect Cheng Kar-Shun, Henry as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Reelect Cha Mou-Sing, Payson as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
3c | | Reelect Cheng Kar-Shing, Peter as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
3d | | Reelect Leung Chi-Kin, Stewart as Director | | Mgmt | | Yes | | For | | For |
Page 5 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
3e | | Reelect Chow Kwai-Cheung as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3f | | Reelect Ki Man-Fung, Leonie as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3g | | Authorize Board to Fix the Remuneration of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint Joint Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 2,494,000 | | 2,494,000 |
| | | | Totals: | | 2,494,000 | | 2,494,000 |
| | | | | | | | |
| | |
Industrial and Commercial Bank of China Limited | | Meeting Date |
| |
| | 08-Apr-10 |
Ticker: N/A | | |
CUSIP: Y3990B112
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Wang Lili as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve 2010 Fixed Assets Investment Budget | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 10,521,000 | | 10,521,000 |
| | | | Totals: | | 10,521,000 | | 10,521,000 |
| | | | | | | | |
| | |
Daimler AG | | Meeting Date |
| |
| | 14-Apr-10 |
Ticker: N/A | | |
CUSIP: D1668R123
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Receive Financial Statements and Statutory Reports for Fiscal 2009 (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
2 | | Approve Discharge of Management Board for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Discharge of Supervisory Board for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Approve Remuneration System for Management Board Members | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Ratify KPMG AG as Auditors for Fiscal 2010 | | Mgmt | | Yes | | For | | Do Not Vote |
Page 6 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
6 | | Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7 | | Authorize Use of Financial Derivatives when Repurchasing Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8 | | Elect Paul Achleitner to the Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9 | | Amend Articles Re: New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10 | | Amend Articles Re: Board-Related | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
11 | | Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 10 Billion; Approve Creation of EUR 500 Million Pool of Capital to Guarantee Conversion Rights | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | AutoApproved | | 156,268 | | 156,268 |
| | | | Totals: | | 156,268 | | 156,268 |
| | | | | | | | |
| | |
Nestle SA | | Meeting Date |
| |
| | 15-Apr-10 |
Ticker: N/A | | |
CUSIP: H57312649
Did not vote due to share blocking
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
1.2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Approve Discharge of Board and Senior Management | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Allocation of Income and Dividends of CHF 1.60 per Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.1.1 | | Reelect Andre Kudelski as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.1.2 | | Reelect Jean-Rene Fourtou as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.1.3 | | Reelect Steven Hoch as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.1.4 | | Reelect Peter Brabeck-Letmathe as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.2.1 | | Elect Titia de Lange as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.2.2 | | Elect Jean-Pierre Roth as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.3 | | Ratify KPMG AG as Auditors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Approve CHF 18.5 Million Reduction in Share Capital via Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Amend Articles Re: Share Certificates due to New Swiss Federal Act on Intermediated Securities | | Mgmt | | Yes | | For | | Do Not Vote |
Page 7 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | AutoApproved | | 230,460 | | 0 |
| | | | Totals: | | 230,460 | | 0 |
| | | | | | | | |
| | |
Syngenta AG | | Meeting Date |
| |
| | 20-Apr-10 |
Ticker: N/A | | |
CUSIP: H84140112
Did not vote due to share blocking
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports, Including Remuneration Report | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Approve Discharge of Board and Senior Management | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Allocation of Income and Dividends of CHF 6.00 per Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.1 | | Approve Creation of CHF 945,999 Pool of Capital without Preemptive Rights | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.2 | | Amend Articles Re: Share Certificates and Conversion of Shares due to New Swiss Federal Act on Intermediated Securities | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.3 | | Amend Articles Re: Editorial Changes and Transposition of Amendments to the Swiss Code of Obligations Concerning Group Auditors and Votes on Liquidation | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5.1 | | Reelect Michael Mack as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5.2 | | Reelect Jacques Vincent as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Ratify Ernst & Young AG as Auditors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | AutoApproved | | 19,120 | | 0 |
| | | | Totals: | | 19,120 | | 0 |
| | | | | | | | |
| | |
GEOX SPA | | Meeting Date |
| |
| | 21-Apr-10 |
Ticker: N/A | | |
CUSIP: T50283109
Did not vote due to share blocking
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements, Statutory Reports, and Allocation of Income | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Fix Number of Directors and Elect Directors | | Mgmt | | Yes | | For | | Do Not Vote |
Page 8 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
3 | | Approve Director Remuneration | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Appoint Internal Statutory Auditors and Approve Auditor Remuneration | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | AutoApproved | | 79,085 | | 0 |
| | | | Totals: | | 79,085 | | 0 |
| | | | | | | | |
| | |
Informa plc | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: N/A | | |
CUSIP: G4770C106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Re-elect Derek Mapp as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Re-elect Peter Rigby as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Adam Walker as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Dr Pamela Kirby as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect John Davis as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Dr Brendan O’Neill as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reappoint Deloitte LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
12 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 965,960 | | 965,960 |
| | | | Totals: | | 965,960 | | 965,960 |
| | | | | | | | |
| | |
CapitaCommercial Trust Ltd. | | Meeting Date |
| |
| | 28-Apr-10 |
Ticker: N/A | | |
CUSIP: Y1091F107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept the Report of HSBC Institutional Trust Services Limited, Statement by CapitaCommercial Trust Management Limited, Financial Statements and Auditors’ Report | | Mgmt | | Yes | | For | | For |
Page 9 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
2 | | Reappoint KPMG LLP as Auditors and Authorize the Manager to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Issuance of Units without Preemptive Rights at a Discount of up to 20 Percent of the Weighted Average Price per Unit | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Other Business (Voting) | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 7,383,000 | | 7,383,000 |
| | | | Totals: | | 7,383,000 | | 7,383,000 |
| | | | | | | | |
| | |
AstraZeneca plc | | Meeting |
| | Date |
| |
| | 29-Apr-10 |
Ticker: N/A | | |
CUSIP: G0593M107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Confirm First Interim Dividend; Confirm as Final Dividend the Second Interim Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reappoint KPMG Audit plc as Auditors of the Company | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
5(a) | | Re-elect Louis Schweitzer as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5(b) | | Re-elect David Brennan as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5(c) | | Re-elect Simon Lowth as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5(d) | | Re-elect Jean-Philippe Courtois as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5(e) | | Re-elect Jane Henney as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5(f) | | Re-elect Michele Hooper as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5(g) | | Re-elect Rudy Markham as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5(h) | | Re-elect Dame Nancy Rothwell as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5(i) | | Re-elect John Varley as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5(j) | | Re-elect Marcus Wallenberg as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorise EU Political Donations and Expenditure | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
9 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Approve the Investment Plan | | Mgmt | | Yes | | For | | For |
Page 10 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 144,890 | | 144,890 |
| | | | Totals: | | 144,890 | | 144,890 |
| | | | | | | | |
| | |
Axa | | Meeting |
| | Date |
| |
| | 29-Apr-10 |
Ticker: N/A | | |
CUSIP: F06106102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income and Dividends of EUR 0.55 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Auditors’ Special Report Regarding Related-Party Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Pension Scheme Agreement for Henri de Castries, Denis Duverne, and Francois Pierson | | Mgmt | | Yes | | For | | Against |
| | | | | |
6 | | Approve Severance Payment Agreement for Henri de Castries | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Severance Payment Agreement for Denis Duverne | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reelect Norbert Dentressangle as Supervisory Board Member | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reelect Mazars as Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Jean-Brice de Turkheim as Alternate Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Special Business | | Mgmt | | No | | | | |
| | | | | |
12 | | Approve Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Approve Stock Purchase Plan Reserved for Employees of International Subsidiaries | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Approve Reduction in Share Capital via Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Adopt One-Tiered Board Structure, Amend Bylaws Accordingly and Acknowledge Transfer of All Outstanding Authorizations | | Mgmt | | Yes | | For | | Against |
| | | | | |
16 | | Amend Articles 7, 8, and 10 of Bylaws Re: Share Ownership Disclosure Thresholds, Form of Shares, Director Shareholding Requirements | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
17 | | Elect Henri de Castries as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Elect Denis Duverne as Director | | Mgmt | | Yes | | For | | For |
Page 11 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
19 | | Elect Jacques de Chateauvieux as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Elect Norbert Dentressangle as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
21 | | Elect Jean-Martin Folz as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
22 | | Elect Anthony Hamilton as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
23 | | Elect Francois Martineau as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
24 | | Elect Giuseppe Mussari as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
25 | | Elect Ramon de Oliveira as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
26 | | Elect Michel Pebereau as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
27 | | Elect Dominique Reiniche as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
28 | | Elect Ezra Suleiman as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
29 | | Elect Isabelle Kocher as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
30 | | Elect Suet-Fern Lee as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
31 | | Elect Wendy Cooper as Representative of Employee Shareholders to the Board | | Mgmt | | Yes | | For | | For |
| | | | | |
32 | | Elect John Coultrap as Representative of Employee Shareholders to the Board | | Mgmt | | Yes | | Against | | Against |
| | | | | |
33 | | Elect Paul Geiersbach as Representative of Employee Shareholders to the Board | | Mgmt | | Yes | | Against | | Against |
| | | | | |
34 | | Elect Sebastien Herzog as Representative of Employee Shareholders to the Board | | Mgmt | | Yes | | Against | | Against |
| | | | | |
35 | | Elect Rodney Koch as Representative of Employee Shareholders to the Board | | Mgmt | | Yes | | Against | | Against |
| | | | | |
36 | | Elect Jason Steinberg as Representative of Employee Shareholders to the Board | | Mgmt | | Yes | | Against | | Against |
| | | | | |
37 | | Approve Remuneration of Directors in the Aggregate Amount of EUR 1.2 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
38 | | Authorize Filing of Required Documents/Other Formalities | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 331,102 | | 331,102 |
| | | | Totals: | | 331,102 | | 331,102 |
| | | | | | | | |
| | |
Deutsche Lufthansa AG | | Meeting |
| | Date |
| |
| | 29-Apr-10 |
Ticker: N/A | | |
CUSIP: D1908N106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Receive Financial Statements and Statutory Reports for Fiscal 2009 (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
2 | | Approve Remuneration System for Management Board Members | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Discharge of Management Board for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
Page 12 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
4 | | Approve Discharge of Supervisory Board for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5.1 | | Elect Martin Koehler as Supervisory Board Members | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5.2 | | Elect Robert Kimmitt as Supervisory Board Members | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5.3 | | Elect Herbert Hainer as Supervisory Board Members | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7 | | Approve Creation of EUR 561.2 Million Pool of Capital without Preemptive Rights | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8 | | Amend Articles Re: Supervisory Board Compensation; Location of General Meeting; Compliance with New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9 | | Ratify PricewaterhouseCoopers AG as Auditors for Fiscal 2010 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | AutoApproved | | 471,435 | | 471,435 |
| | | | Totals: | | 471,435 | | 471,435 |
| | | | | | | | |
| | |
Technip | | Meeting |
| | Date |
| |
| | 29-Apr-10 |
Ticker: N/A | | |
CUSIP: F90676101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Allocation of Income and Dividends of EUR 1.35 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Auditors’ Special Report Mentioning the Absence of New Related-Party Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Remuneration of Directors in the Aggregate Amount of EUR 600,000 | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Appoint Ernst & Young et Autres as Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Appoint PricewaterhouseCoopers Audit as Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Appoint Auditex as Alternate Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Appoint Yves Nicolas as Alternate Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Change of Registered Office to 89, avenue de la Grande Armee 75116, Paris | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Special Business | | Mgmt | | No | | | | |
| | | | | |
12 | | Approve Reduction in Share Capital via Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | For |
Page 13 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
13 | | Authorize up to 0.9 Percent of Issued Capital for Use in Restricted Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | 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 13 | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Authorize up to 1.1 Percent of Issued Capital for Use in Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | 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 15 | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Approve Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Authorize Filing of Required Documents/Other Formalities | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 93,020 | | 93,020 |
| | | | Totals: | | 93,020 | | 93,020 |
| | | | | | | | |
| | |
Vivendi | | Meeting Date |
| |
| | 29-Apr-10 |
Ticker: N/A | | |
CUSIP: F97982106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Treatment of Losses and Allocation of Dividends of EUR 1.40 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Auditors’ Special Report Regarding Related-Party Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Dominique Hediard Dubreuil as Supervisory Board Member | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Aliza Jabes as Supervisory Board Member | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Jacqueline Tammenoms Bakker as Supervisory Board Member | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Daniel Camus as Supervisory Board Member | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorize Filing of Required Documents/Other Formalities | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 360,520 | | 360,520 |
| | | | Totals: | | 360,520 | | 360,520 |
| | | | | | | | |
Page 14 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | |
Barclays plc | | Meeting Date |
| |
| | 30-Apr-10 |
Ticker: N/A | | |
CUSIP: G08036124
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Reuben Jeffery III as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Marcus Agius as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect David Booth as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Sir Richard Broadbent as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Sir Michael Rake as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Re-elect Sir Andrew Likierman as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Re-elect Chris Lucas as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Reappoint PricewaterhouseCoopers LLP Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise EU Political Donations and Expenditure | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
14 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Authorise the Company to Call EGM with Two Weeks Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Approve SAYE Share Option Scheme | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 2,175,300 | | 2,175,300 |
| | | | Totals: | | 2,175,300 | | 2,175,300 |
| | | | | | | | |
| | |
Bayer AG | | Meeting Date |
| |
| | 30-Apr-10 |
Ticker: N/A | | |
CUSIP: D0712D163
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Receive Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of EUR 1.40 per Share for Fiscal 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Discharge of Management Board for Fiscal 2009 | | Mgmt | | Yes | | For | | For |
Page 15 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
3 | | Approve Discharge of Supervisory Board for Fiscal 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Remuneration System for Management Board Members | | Mgmt | | Yes | | For | | Against |
| | | | | |
5 | | Approve Creation of EUR 530 Million Pool of Capital with Partial Exclusion of Preemptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
6 | | Approve Creation of EUR 211.7 Million Pool of Capital without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 6 Billion; Approve Creation of EUR 211.7 Million Pool of Capital to Guarantee Conversion Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Amend Articles Re: New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify PricewaterhouseCoopers AG as Auditors for Fiscal 2010 | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 104,060 | | 104,060 |
| | | | Totals: | | 104,060 | | 104,060 |
| | | | | | | | |
| | |
DBS Group Holdings Ltd. (Formerly Development Bank of Singapore) | | Meeting Date |
| 30-Apr-10 |
Ticker: N/A | | |
CUSIP: Y20246107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Adopt Financial Statements and Directors’ and Auditors’ Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Declare Final Dividend of SGD 0.14 Per Ordinary Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3a | | Approve Directors’ Fees of SGD 1.6 Million for 2009 (2008: SGD 1.5 Million) | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Approve Special Remuneration of SGD 4.5 Million for Koh Boon Hwee for 2009 (2008: 2 Million) | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5a | | Reelect Ang Kong Hua as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5b | | Reelect John Alan Ross as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5c | | Reelect Kwa Chong Seng as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6a | | Reelect Ambat Ravi Shankar Menon as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6b | | Reelect Piyush Gupta as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6c | | Reelect Peter Seah Lim Huat as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reelect Andrew Robert Fowell Buxton as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8a | | Approve Issuance of Shares and/or Grant Awards Pursuant to the DBSH Share Option Plan and/or the DBSH Share Plan | | Mgmt | | Yes | | For | | For |
Page 16 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
8b | | Approve Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
8c | | Approve Issuance of Shares Pursuant to the DBSH Scrip Dividend Scheme | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Approved | | 0 | | 0 |
| | | | Totals: | | 0 | | 0 |
| | | | | | | | |
| | |
BAE Systems plc | | Meeting Date |
| |
| | 05-May-10 |
Ticker: N/A | | |
CUSIP: G06940103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Michael Hartnall as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Sir Peter Mason as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Richard Olver as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Paul Anderson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Linda Hudson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Nicholas Rose as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Reappoint KPMG Audit plc as Auditors of the Company | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise the Audit Committee to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise EU Political Donations and Expenditure | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
14 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 1,653,200 | | 1,653,200 |
| | | | Totals: | | 1,653,200 | | 1,653,200 |
| | | | | | | | |
| | |
Xstrata plc | | Meeting Date |
| |
| | 05-May-10 |
Ticker: N/A | | |
Page 17 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
CUSIP: G9826T102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Mick Davis as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect David Rough as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Sir Steve Robson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Willy Strothotte as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Dr Con Fauconnier as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reappoint Ernst & Young LLP as Auditors and Authorise Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
11 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise the Company to Call EGM with Not Less Than 20 Clear Days’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 578,350 | | 578,350 |
| | | | Totals: | | 578,350 | | 578,350 |
| | | | | | | | |
| | |
Canadian Natural Resources Ltd. | | Meeting Date |
| |
| | 06-May-10 |
Ticker: CNQ | | |
CUSIP: 136385101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Catherine M. Best | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director N. Murray Edwards | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Gary A. Filmon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Gordon D. Giffin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Steve W. Laut | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Keith A.J. MacPhail | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Allan P. Markin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Frank J. McKenna | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director James S. Palmer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Eldon R. Smith | | Mgmt | | Yes | | For | | For |
Page 18 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
1.11 | | Elect Director David A. Tuer | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Stock Split | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Stock Option Plan | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 102,800 | | 102,800 |
| | | | Totals: | | 102,800 | | 102,800 |
| | | | | | | | |
| | |
Fugro NV | | Meeting |
| | Date |
| |
| | 06-May-10 |
Ticker: N/A | | |
CUSIP: N3385Q197
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Annual Meeting | | Mgmt | | No | | | | |
| | | | | |
1 | | Open Meeting | | Mgmt | | No | | | | |
| | | | | |
2 | | Receive Report of Management Board (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
3 | | Approve Financial Statements | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Approve Discharge of Management Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Approve Discharge of Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6a | | Receive Explanation and Discuss Company’s Reserves and Dividend Policy | | Mgmt | | No | | | | |
| | | | | |
6b | | Approve Dividends of EUR 1.50 Per Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7 | | Discussion on Company’s Corporate Governance Structure | | Mgmt | | No | | | | |
| | | | | |
8a | | Elect H.C. Scheffer to Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8b | | Reelect F.H. Schreve to Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8c | | Reelect G-J. Kramer to Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8d | | Reelect Th. Smith to Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9a | | Reelect P. van Riel to Executive Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9b | | Reelect A. Steenbakker to Executive Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10 | | Ratify KPMG Accountants N.V. as Auditors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
11a | | Amend Article 10.1 Re: Increase Limitation on Share Repurchases to 50 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
11b | | Amend Article 28.8 Re: Ownership Threshold to Place Item on Meeting Agenda | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
11c | | Amend Articles Re: Non-Material Changes | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
12 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | Do Not Vote |
Page 19 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
13a | | Grant Board Authority to Issue Shares Up To 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger and Restricting/Excluding Preemptive Rights, and Grant Grant Board Authority to Issue All Preference Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
13b | | Authorize Board to Exclude Preemptive Rights from Issuance under Item 13a | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
14 | | Allow Questions | | Mgmt | | No | | | | |
| | | | | |
15 | | Close Meeting | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | AutoApproved | | 115,521 | | 115,521 |
| | | | Totals: | | 115,521 | | 115,521 |
| | | | | | | | |
| | |
Serco Group plc | | Meeting Date |
| |
| | 11-May-10 |
Ticker: N/A | | |
CUSIP: G80400107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Alastair Lyons as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Christopher Hyman as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reappoint Deloitte LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
10 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise EU Political Donations and Expenditure | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 8,300 | | 8,300 |
| | | | Totals: | | 8,300 | | 8,300 |
| | | | | | | | |
| | |
China Mobile Limited | | Meeting Date |
| |
| | 12-May-10 |
Ticker: N/A | | |
Page 20 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
CUSIP: Y14965100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Final Dividend of HK$1.458 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3a | | Reelect Li Yue as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Reelect Lu Xiangdong as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
3c | | Reelect Xin Fanfei as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3d | | Reelect Frank Wong Kwong Shing as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint KMPG as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 627,500 | | 627,500 |
| | | | Totals: | | 627,500 | | 627,500 |
| | | | | | | | |
| | |
Tencent Holdings Ltd. | | Meeting Date |
| |
| | 12-May-10 |
Ticker: N/A | | |
CUSIP: G87572148
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Declare Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
3a1 | | Reelect Zhang Zhidong as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3a2 | | Reelect Charles St Leger Searle as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Authorize Board to Fix the Remuneration of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
Page 21 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 281,700 | | 281,700 |
| | | | Totals: | | 281,700 | | 281,700 |
| | | | | | | | |
| | |
Unilever plc | | Meeting Date |
| |
| | 12-May-10 |
Ticker: N/A | | |
CUSIP: G92087165
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Re-elect Paul Polman as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Jean-Marc Huet as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Louise Fresco as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Ann Fudge as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Charles Golden as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Re-elect Byron Grote as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Re-elect Hixonia Nyasulu as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Re-elect Kees Storm as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Re-elect Michael Treschow as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Re-elect Jeroen van der Veer as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Re-elect Paul Walsh as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Sir Malcolm Rifkind as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Reappoint PricewaterhouseCoopers LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
18 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Authorise EU Political Donations and Expenditure | | Mgmt | | Yes | | For | | For |
| | | | | |
21 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
22 | | Approve the Management Co-Investment Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
23 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 372,530 | | 372,530 |
| | | | Totals: | | 372,530 | | 372,530 |
| | | | | | | | |
Page 22 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | |
Sanofi Aventis | | Meeting Date |
| |
| | 17-May-10 |
Ticker: N/A | | |
CUSIP: F5548N101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income and Dividends of EUR 2.40 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Receive Auditors’ Special Report Mentioning the Absence of New Related-Party Transactions | | Mgmt | | Yes | | For | | Against |
| | | | | |
5 | | Ratify Appointment of Serge Weinberg as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Catherine Brechignac as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reelect Robert Castaigne as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reelect Lord Douro as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reelect Christian Mulliez as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Reelect Christopher Viehbacher as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Special Business | | Mgmt | | No | | | | |
| | | | | |
12 | | Amend Articles 11 of Bylaws Re: Shareholding Requirements and Length of Term for Directors | | Mgmt | | Yes | | For | | Against |
| | | | | |
13 | | Authorize Filing of Required Documents/Other Formalities | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 141,200 | | 141,200 |
| | | | Totals: | | 141,200 | | 141,200 |
| | | | | | | | |
| | |
Industrial and Commercial Bank of China Limited | | Meeting Date |
| |
| | 18-May-10 |
Ticker: N/A | | |
CUSIP: Y3990B112
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve 2009 Work Report of the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve 2009 Work Report of the Board of Supervisors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve 2009 Audited Accounts | | Mgmt | | Yes | | For | | For |
Page 23 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
4 | | Approve 2009 Profit Distribution Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reappoint Ernst and Young and Ernst and Young Hua Ming as Auditors and Fix the Total Audit Fees for 2010 at RMB 159.60 million | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Capital Management Plan for Years 2010 to 2012 | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Extraordinary Business | | Mgmt | | No | | | | |
| | | | | |
7 | | Approve Issuance of H Shares and A Share Convertible Corporate Bonds (Convertible Bonds) | | Mgmt | | Yes | | For | | For |
| | | | | |
8a | | Approve Type of Securities to be Issued in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8b | | Approve Issue Size in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8c | | Approve Nominal Value and Issue Price in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8d | | Approve Term in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8e | | Approve Interest Rate in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8f | | Approve Timing and Method of Interest Payment in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8g | | Approve Conversion Period in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8h | | Approve Method for Determining the Number of Shares for Conversion in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8i | | Approve Determination and Adjustment of CB Conversion Price in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8j | | Approve Downward Adjustment to CB Conversion Price in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8k | | Approve Terms of Redemption in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8l | | Approve Terms of Sale Back in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8m | | Approve Dividend Rights of the Year of Conversion in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8n | | Approve Method of Issuance and Target Investors in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8o | | Approve Subscription Arrangement for the Existing Holders of A Shares in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8p | | Approve CB Holders and CB Holders’ Meetings in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8q | | Approve Use of Proceeds in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8r | | Approve Special Provisions in Relation to Supplementary Capital in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8s | | Approve Security in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8t | | Approve Validity Period of the Resolution in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
8u | | Approve Matters Relating to Authorisation in Relation to the Issuance of the Convertible Bonds | | Mgmt | | Yes | | For | | For |
Page 24 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
9 | | Approve Feasibility Analysis Report on the Use of Proceeds of the Public Issuance of A Share Convertible Corporate Bonds | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Utilization Report on the Bank’s Use of Proceeds from the Previous Issuance of Securities by the Bank | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve the Revised Plan on Authorisation of the Shareholders’ General Meeting to the Board of Directors as Set Out in Appendix 1 to the Supplemental Circular of the Bank Dated 4 May 2010 | | SH | | Yes | | None | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 10,521,000 | | 10,521,000 |
| | | | Totals: | | 10,521,000 | | 10,521,000 |
| | | | | | | | |
| | |
International Power plc | | Meeting Date |
| |
| | 18-May-10 |
Ticker: N/A | | |
CUSIP: G4890M109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect David Weston as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Re-elect Sir Neville Simms as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Tony Concannon as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Bruce Levy as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Tony Isaac as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Struan Robertson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reappoint KPMG Audit plc as Auditors and Authorise Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
12 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Approve UK Sharesave Plan and Global Sharesave Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 550,550 | | 550,550 |
| | | | Totals: | | 550,550 | | 550,550 |
| | | | | | | | |
Page 25 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | |
Royal Dutch Shell plc | | Meeting Date |
| |
| | 18-May-10 |
Ticker: N/A | | |
CUSIP: G7690A118
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Charles Holliday as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Josef Ackermann as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Malcolm Brinded as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Simon Henry as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Lord Kerr of Kinlochard as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Re-elect Wim Kok as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Re-elect Nick Land as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Re-elect Christine Morin-Postel as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Re-elect Jorma Ollila as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Re-elect Jeroen van der Veer as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Re-elect Peter Voser as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Re-elect Hans Wijers as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Reappoint PricewaterhouseCoopers LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
18 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Approve Scrip Dividend Scheme | | Mgmt | | Yes | | For | | For |
| | | | | |
21 | | Authorise EU Political Donations and Expenditure | | Mgmt | | Yes | | For | | For |
| | | | | |
22 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Shareholder Resolution | | Mgmt | | No | | | | |
| | | | | |
23 | | Direct the Audit Committee or a Risk Committee of the Board to Commission and Review a Report on Investment Risks Associated with Future Canadian Oil Sands Projects | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 231,970 | | 231,970 |
| | | | Totals: | | 231,970 | | 231,970 |
| | | | | | | | |
Page 26 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | |
OZ Minerals Ltd | | Meeting Date |
| |
| | 19-May-10 |
Ticker: OZL | | |
CUSIP: Q7161P106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Receive Financial Statements and Statutory Reports for the Year Ended Dec. 31, 2009 | | Mgmt | | No | | | | |
| | | | | |
2(i) | | Elect Neil Hamilton as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2(ii) | | Elect Paul Dowd as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2(iii) | | Elect Charles Lenegan as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2(iv) | | Elect Brian Jamieson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Remuneration Report for the Year Ended Dec. 31, 2009 | | Mgmt | | Yes | | For | | |
| | | | | |
4 | | Approve the Grant of Up to 2.8 Million Performance Rights to Terry Burgess, Managing Director and Chief Executive Officer, Under the OZ Minerals Long Term Incentive Plan | | Mgmt | | Yes | | For | | |
| | | | | |
5 | | Ammend Constitution to Include Proportional Takeover Approval Provisions | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Uninstructed | | 0 | | 0 |
| | | | Totals: | | 0 | | 0 |
| | | | | | | | |
| | |
Total SA | | Meeting Date |
| |
| | 21-May-10 |
Ticker: N/A | | |
CUSIP: F92124100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income and Dividends of EUR 2.28 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Auditors’ Special Report Regarding Related-Party Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Transaction with Christophe de Margerie Re: Severance Payment | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reelect Thierry Desmarest as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reelect Thierry de Rudder as Director | | Mgmt | | Yes | | For | | For |
Page 27 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
9 | | Elect Gunnar Brock as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Claude Clement as Representative of Employee Shareholders to the Board | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Philippe Marchandise as Representative of Employee Shareholders to the Board | | Mgmt | | Yes | | Against | | For |
| | | | | |
12 | | Elect Mohammed Zaki as Representative of Employee Shareholders to the Board | | Mgmt | | Yes | | Against | | For |
| | | | | |
13 | | Reelect Ernst & Young Audit as Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Reelect KPMG Audit as Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Ratify Auditex as Alternate Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Ratify KPMG Audit I.S. as Alternate Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Special Business | | Mgmt | | No | | | | |
| | | | | |
17 | | Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 2.5 Billion | | Mgmt | | Yes | | For | | Against |
| | | | | |
18 | | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 850 million | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Acquisitions | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Approve Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
21 | | Authorize up to 0.1 Percent of Issued Capital for Use in Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Employee Shareholder Proposals | | Mgmt | | No | | | | |
| | | | | |
A | | Amend Article 9 of Bylaws Re: Mutual Fund | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 258,828 | | 258,828 |
| | | | Totals: | | 258,828 | | 258,828 |
| | | | | | | | |
| | |
Societe generale | | Meeting Date |
| |
| | 25-May-10 |
Ticker: N/A | | |
CUSIP: F43638141
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Allocation of Income and Dividends of EUR 0.25 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Stock Dividend Program | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Auditors’ Special Report Regarding Ongoing | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Related-Party Transactions | | | | | | | | |
Page 28 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
6 | | Approve Ongoing Additional Pension Scheme Agreements for Daniel Bouton, Philippe Citerne, Didier Alix, and Severin Cabannes | | Mgmt | | Yes | | For | | Against |
| | | | | |
7 | | Approve Additional Pension Scheme Agreement for Jean-Francois Sammarcelli | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Additional Pension Scheme Agreement for Bernardo Sanchez | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Non-Compete Agreement for Philippe Citerne | | Mgmt | | Yes | | For | | Against |
| | | | | |
10 | | Renew Severance Payment Agreement for Frederic Oudea | | Mgmt | | Yes | | For | | Against |
| | | | | |
11 | | Approve Ongoing Non-Compete Agreement for Frederic Oudea | | Mgmt | | Yes | | For | | Against |
| | | | | |
12 | | Reelect Robert Castaigne as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Reelect Gianemilio Osculati as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect one Director | | Mgmt | | No | | | | |
| | | | | |
15 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Special Business | | Mgmt | | No | | | | |
| | | | | |
16 | | Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 460 Million; and/or Capitalization of Reserves of up to EUR 550 Million | | Mgmt | | Yes | | For | | Against |
| | | | | |
17 | | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 138 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 16 and 17 | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Acquisitions | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Approve Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
21 | | Authorize up to 4 Percent of Issued Capital for Use in Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
22 | | Authorize up to 4 Percent of Issued Capital for Use in Restricted Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
23 | | Approve Reduction in Share Capital via Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
24 | | Amend Articles 4, 6, 7, 14, 15, 18, 19, 20, and 21 of Bylaws to Remove All References to Preferred Stock (Class B) Subscribed by SPPE | | Mgmt | | Yes | | For | | For |
| | | | | |
25 | | Authorize Filing of Required Documents/Other Formalities | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 111,390 | | 111,390 |
| | | | Totals: | | 111,390 | | 111,390 |
| | | | | | | | |
| | |
Cap Gemini | | Meeting Date |
| |
| | 27-May-10 |
Ticker: N/A | | |
Page 29 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
CUSIP: F13587120
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements and Discharge Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Auditors’ Special Report Regarding Related-Party Transactions Mentioning the Absence of New Related-Party Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Allocation of Income and Dividends of EUR 0.80 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reelect Yann Delabriere as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reelect Paul Hermelin as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reelect Michel Jalabert as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reelect Serge Kampf as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reelect Phil Laskawy as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Reelect Ruud van Ommeren as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Reelect Terry Ozan as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Reelect Bruno Roger as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Laurence Dors as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Reelect Pierre Hessler as Censor | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Reelect Geoff Unwin as Censor | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital Extraordinary Business | | Mgmt Mgmt | | Yes No | | For | | For |
| | | | | |
17 | | Approve Reduction in Share Capital via Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Authorize Capitalization of Reserves of Up to EUR 1.5 Billion for Bonus Issue or Increase in Par Value | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Set Global Limit for Capital Increase to Result from Issuance Requests under Items 20 to 26 at EUR 500 Million and under Items 21 to 26 at EUR 185 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million | | Mgmt | | Yes | | For | | Against |
| | | | | |
21 | | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 185 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
22 | | Approve Issuance of Shares for a Private Placement up to Aggregate Nominal Amount of EUR 185 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
23 | | Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above | | Mgmt | | Yes | | For | | For |
| | | | | |
24 | | Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights | | Mgmt | | Yes | | For | | For |
Page 30 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
25 | | Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Acquisitions | | Mgmt | | Yes | | For | | For |
| | | | | |
26 | | Authorize Capital Increase of Up to EUR 185 Million for Future Exchange Offers | | Mgmt | | Yes | | For | | For |
| | | | | |
27 | | Approve Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
28 | | Amend Articles 14 and 19 of Bylaws Re: Chairman of the board | | Mgmt | | Yes | | For | | For |
| | | | | |
29 | | Authorize Filing of Required Documents/Other Formalities | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Approved | | 0 | | 0 |
| | | | Totals: | | 0 | | 0 |
| | | | | | | | |
| | |
Cheung Kong (Holdings) Limited | | Meeting Date |
| |
| | 27-May-10 |
Ticker: N/A | | |
CUSIP: Y13213106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
3a | | Elect Li Tzar Kuoi, Victor as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Elect Ip Tak Chuen, Edmond as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3c | | Elect Chiu Kwok Hung, Justin as Director | | Mgmt | | Yes | | For | �� | For |
| | | | | |
3d | | Elect Chow Kun Chee, Roland as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3e | | Elect Yeh Yuan Chang, Anthony as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3f | | Elect Chow Nin Mow, Albert as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3g | | Elect Wong Yick-ming, Rosanna as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Appoint Deloitte Touche Tohmatsu as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5a | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
5b | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
5c | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 818,000 | | 818,000 |
| | | | Totals: | | 818,000 | | 818,000 |
| | | | | | | | |
Page 31 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | |
Deutsche Boerse AG | | Meeting Date |
| |
| | 27-May-10 |
Ticker: N/A | | |
CUSIP: D1882G119
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Receive Financial Statements and Statutory Reports for Fiscal 2009 (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
2 | | Approve Allocation of Income and Dividends of EUR 2.10 per Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Discharge of Management Board for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Approve Discharge of Supervisory Board for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Approve Remuneration System for Management Board Members | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Approve EUR 27.8 Million Capital Increase without Preemptive Rights | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7 | | Approve Creation of EUR 19.5 Million Pool of Capital with Preemptive Rights | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8 | | Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares; Authorize Use of Financial Derivatives When Repurchasing Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9 | | Approve Affiliation Agreement with Clearstream Banking AG | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10a | | Amend Articles Re: Electronic Voting at General Meeting due to New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10b | | Amend Articles Re: Exercise of Voting Rights at General Meeting due to New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
11 | | Ratify KPMG AG as Auditors for Fiscal 2010 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | AutoApproved | | 81,390 | | 81,390 |
| | | | Totals: | | 81,390 | | 81,390 |
| | | | | | | | |
| | |
Seven & i Holdings Co Ltd | | Meeting Date |
| |
| | 27-May-10 |
Ticker: 3382 | | |
CUSIP: J7165H108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Allocation of Income, With a Final Dividend of JPY 28 | | Mgmt | | Yes | | For | | For |
| | | | | |
2.1 | | Elect Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.2 | | Elect Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.3 | | Elect Director | | Mgmt | | Yes | | For | | For |
Page 32 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
2.4 | | Elect Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.5 | | Elect Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.6 | | Elect Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.7 | | Elect Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.8 | | Elect Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.9 | | Elect Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.10 | | Elect Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.11 | | Elect Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.12 | | Elect Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.13 | | Elect Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.14 | | Elect Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.15 | | Elect Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3.1 | | Appoint Statutory Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
3.2 | | Appoint Statutory Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
3.3 | | Appoint Statutory Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
3.4 | | Appoint Statutory Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
3.5 | | Appoint Statutory Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Deep Discount Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 310,900 | | 310,900 |
| | | | Totals: | | 310,900 | | 310,900 |
| | | | | | | | |
| | |
Temenos Group AG | | Meeting Date |
| |
| | 04-Jun-10 |
Ticker: N/A | | |
CUSIP: H8547Q107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports, Including Remuneration Report | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Approve Allocation of Income and Omission of Dividends | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Discharge of Board and Senior Management | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Approve Creation of CHF 129.2 Million Pool of Capital without Preemptive Rights | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Amend Conditional Capital | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Reelect Andreas Andreades as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7 | | Ratify PricewaterhouseCoopers SA as Auditors | | Mgmt | | Yes | | For | | Do Not Vote |
Page 33 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | AutoApproved | | 193,800 | | 193,800 |
| | | | Totals: | | 193,800 | | 193,800 |
| | | | | | | | |
| | |
Prudential plc | | Meeting |
| | Date |
| |
| | 07-Jun-10 |
Ticker: N/A | | |
CUSIP: G72899100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Re-elect Michael Garrett as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
4 | | Re-elect Bridget Macaskill as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Clark Manning as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Barry Stowe as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Nic Nicandrou as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Rob Devey as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reappoint KPMG Audit plc as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise EU Political Donations and Expenditure | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
14 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
15 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 929,850 | | 929,850 |
| | | | Totals: | | 929,850 | | 929,850 |
| | | | | | | | |
| | |
Prudential plc | | Meeting |
| | Date |
| |
| | 07-Jun-10 |
Ticker: N/A | | |
CUSIP: G72899100
Page 34 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Establish Prudential Group plc as the New Ultimate Holding Company of the Prudential Group | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Approve Performance Share Plan, Business Unit Performance Plans and M&G Executive Long Term Incentive Plan 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve UK Savings-Related Share Option Scheme, Irish SAYE Scheme, International Employees SAYE Scheme, International (Non-Employees) SAYE Scheme, Share Incentive Plan, Europe Share Participation Plan, Share Option Plan and Momentum Retention Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Authorise Establishment of Additional Employee Share Schemes for the Benefit of Overseas Employees | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 929,850 | | 929,850 |
| | | | Totals: | | 929,850 | | 929,850 |
| | | | | | | | |
| | |
Prudential plc | | Meeting |
| | Date |
| |
| | 07-Jun-10 |
Ticker: N/A | | |
CUSIP: G72899100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Court Meeting | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Scheme of Arrangement | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 929,850 | | 929,850 |
| | | | Totals: | | 929,850 | | 929,850 |
| | | | | | | | |
| | |
Banco Santander S.A. | | Meeting |
| | Date |
| |
| | 10-Jun-10 |
Ticker: N/A | | |
CUSIP: E19790109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Individual and Consolidated Financial Statements and Statutory Reports and Discharge Directors for Fiscal Year Ended Dec. 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Allocation of Income | | Mgmt | | Yes | | For | | For |
| | | | | |
3.1 | | Elect Angel Jado Becerro de Bengoa as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3.2 | | Re-elect Francisco Javier Botin-Sanz de Sautuola y O’Shea as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3.3 | | Re-elect Isabel Tocino Biscarolasaga as Director | | Mgmt | | Yes | | For | | For |
Page 35 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
3.4 | | Re-elect Fernando de Asua Alvarez as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3.5 | | Re-elect Alfredo Saenz Abad | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reelect Auditors for Fiscal Year 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Authorize Repurchase of Shares in Accordance With Article 75 of Spanish Company Law; Void Authorization Granted on June 19, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights in Accordance to Article 153 1.a) of the Spanish Corporate Law; Void Authorization Granted at the AGM held on June 19, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
7.1 | | Authorize Increase in Capital through Bonus Share Issuance | | Mgmt | | Yes | | For | | For |
| | | | | |
7.2 | | Authorize Increase in Capital through Bonus Share Issuance | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Grant Board Authorization to Issue Convertible and/or Exchangeable Debt Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
9.1 | | Approve Bundled Incentive Plans Linked to Performance Objectives | | Mgmt | | Yes | | For | | For |
| | | | | |
9.2 | | Approve Savings Plan for Santander UK PLC’ Employees and other Companies of Santander Group in the United Kingdom | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorize Board to Ratify and Execute Approved Resolutions | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve Director Remuneration Policy Report | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 535,624 | | 535,624 |
| | | | Totals: | | 535,624 | | 535,624 |
| | | | | | | | |
| | |
Taiwan Semiconductor Manufacturing Co., Ltd. | | Meeting Date |
| |
| | 15-Jun-10 |
Ticker: N/A | | |
CUSIP: Y84629107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve 2009 Business Operations Report and Financial Statements | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve 2009 Allocation of Income and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Operating Procedures for Derivatives Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Transact Other Business | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 4,772,808 | | 4,772,808 |
| | | | Totals: | | 4,772,808 | | 4,772,808 |
| | | | | | | | |
Page 36 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | |
HTC Corporation | | Meeting |
| | Date |
| |
| | 18-Jun-10 |
Ticker: N/A | | |
CUSIP: Y3732M103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve 2009 Business Operations Report and Financial Statements | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve 2009 Allocation of Income and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Capitalization of 2009 Dividends and Employee Profit Sharing | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Amend Procedures Governing the Acquisition or Disposal of Assets | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Amendments on the Procedures for Endorsement and Guarantees | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Amendments on the Procedures for Loans to Other Parties | | Mgmt | | Yes | | For | | For |
| | | | | |
| | ELECT 4 OUT OF 4 DIRECTORS, 2 OUT OF 2 INDEPENDENT DIRECTORS AND 3 OUT OF 3 SUPERVISORS VIA CUMULATIVE VOTING | | Mgmt | | No | | | | |
| | | | | |
8.1 | | Elect Cher Wang with ID Number 2 as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8.2 | | Elect Wen-Chi Chen with ID Number 5 as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8.3 | | Elect HT Cho with ID Number 22 as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8.4 | | Elect Ho-Chen Tan with ID Number D101161444 as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8.5 | | Elect Josef Felder with ID Number 19610425FE as Independent Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8.6 | | Elect Chen-Kuo Lin with ID Number F102690133 as Independent Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8.7 | | Elect Representative of Way-Chih Investment Co., Ltd. with ID Number 15 as Supervisor | | Mgmt | | Yes | | For | | For |
| | | | | |
8.8 | | Elect Po-Cheng Ko with ID Number 14257 as Supervisor | | Mgmt | | Yes | | For | | For |
| | | | | |
8.9 | | Elect Caleb Ou-Yang with ID Number D101424339 as Supervisor | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Release of Restrictions of Competitive Activities of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Transact Other Business | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 620,000 | | 620,000 |
| | | | Totals: | | 620,000 | | 620,000 |
| | | | | | | | |
Page 37 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | |
Nissin Kogyo | | Meeting Date |
| |
| | 18-Jun-10 |
Ticker: 7230 | | |
CUSIP: J58074105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Akihiro Kubo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Katsutoshi Ueda | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Hiroyuki Suganuma | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Hideaki Yanagisawa | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Keiji Himori | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Junichi Beppu | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Akihiko Kishimoto | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Masahiro Himura | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Naotoshi Tamai | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Appoint Statutory Auditor Eiichi Matsumoto | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 626,200 | | 626,200 |
| | | | Totals: | | 626,200 | | 626,200 |
| | | | | | | | |
| | |
NTT DoCoMo Inc. | | Meeting Date |
| |
| | 18-Jun-10 |
Ticker: 9437 | | |
CUSIP: J59399105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Allocation of Income, with a Final Dividend of JPY 2600 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Articles to Amend Business Lines - Change Company Name | | Mgmt | | Yes | | For | | For |
| | | | | |
3.1 | | Elect Director Ryuuji Yamada | | Mgmt | | Yes | | For | | For |
| | | | | |
3.2 | | Elect Director Kiyoyuki Tsujimura | | Mgmt | | Yes | | For | | For |
| | | | | |
3.3 | | Elect Director Masatoshi Suzuki | | Mgmt | | Yes | | For | | For |
| | | | | |
3.4 | | Elect Director Hiroshi Matsui | �� | Mgmt | | Yes | | For | | For |
| | | | | |
3.5 | | Elect Director Bunya Kumagai | | Mgmt | | Yes | | For | | For |
| | | | | |
3.6 | | Elect Director Kazuto Tsubouchi | | Mgmt | | Yes | | For | | For |
| | | | | |
3.7 | | Elect Director Kaoru Katou | | Mgmt | | Yes | | For | | For |
| | | | | |
3.8 | | Elect Director Mitsunobu Komori | | Mgmt | | Yes | | For | | For |
| | | | | |
3.9 | | Elect Director Akio Oshima | | Mgmt | | Yes | | For | | For |
| | | | | |
3.10 | | Elect Director Fumio Iwasaki | | Mgmt | | Yes | | For | | For |
| | | | | |
3.11 | | Elect Director Takashi Tanaka | | Mgmt | | Yes | | For | | For |
Page 38 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
3.12 | | Elect Director Katsuhiro Nakamura | | Mgmt | | Yes | | For | | For |
| | | | | |
3.13 | | Elect Director Hiroshi Tsujigami | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 5,820 | | 5,820 |
| | | | Totals: | | 5,820 | | 5,820 |
| | | | | | | | |
| | |
Coca-Cola Hellenic Bottling Co. | | Meeting Date |
| |
| | 21-Jun-10 |
Ticker: N/A | | |
CUSIP: X1435J139
Did not vote due to share blocking
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Annual Meeting Agenda | | Mgmt | | No | | | | |
| | | | | |
1 | | Accept Statutory Reports | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Accept Financial Statements | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Discharge of Board and Auditors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Approve Director Remuneration for 2009 and Preapprove Director Remuneration for 2010 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Approve Auditors and Fix Their Remuneration | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Approve Allocation of Income and Dividends | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7 | | Ratify Director Appointment | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8 | | Amend Corporate Purpose | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9 | | Amend Stock Option Plans | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | AutoApproved | | 215,310 | | 0 |
| | | | Totals: | | 215,310 | | 0 |
| | | | | | | | |
| | |
Alstom | | Meeting |
| | Date |
| |
| | 22-Jun-10 |
Ticker: N/A | | |
CUSIP: F0259M475
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
Page 39 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
3 | | Approve Allocation of Income and Dividends of EUR 1.24 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Auditors’ Special Report Regarding Related-Party Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reelect Olivier Bouygues as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reelect Bouygues Company as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reelect Georges Chodron de Courcel as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Lalita D. Gupte as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Katrina Landis as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Remuneration of Directors in the Aggregate Amount of EUR 900,000 | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Extraordinary Business | | Mgmt | | No | | | | |
| | | | | |
12 | | Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 600 Million | | Mgmt | | Yes | | For | | Against |
| | | | | |
13 | | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 300 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Acquisitions | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Approve Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Approve Stock Purchase Plan Reserved for Employees of International Subsidiaries | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Authorize up to 2.5 Percent of Issued Capital for Use in Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Amend Article 7 of Bylaws Re: Shareholding Disclosure Threshold | | Mgmt | | Yes | | For | | Against |
| | | | | |
20 | | Authorize Filing of Required Documents/Other Formalities | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 133,390 | | 133,390 |
| | | | Totals: | | 133,390 | | 133,390 |
| | | | | | | | |
| | |
Sumitomo Corp. | | Meeting Date |
| |
| | 22-Jun-10 |
Ticker: 8053 | | |
CUSIP: J77282119
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Allocation of Income, with a Final Dividend of JPY 15 | | Mgmt | | Yes | | For | | For |
| | | | | |
2.1 | | Elect Director Motoyuki Oka | | Mgmt | | Yes | | For | | For |
Page 40 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
2.2 | | Elect Director Susumu Kato | | Mgmt | | Yes | | For | | For |
| | | | | |
2.3 | | Elect Director Kazuo Omori | | Mgmt | | Yes | | For | | For |
| | | | | |
2.4 | | Elect Director Shunichi Arai | | Mgmt | | Yes | | For | | For |
| | | | | |
2.5 | | Elect Director Nobuo Kitagawa | | Mgmt | | Yes | | For | | For |
| | | | | |
2.6 | | Elect Director Toyosaku Hamada | | Mgmt | | Yes | | For | | For |
| | | | | |
2.7 | | Elect Director Takahiro Moriyama | | Mgmt | | Yes | | For | | For |
| | | | | |
2.8 | | Elect Director Takashi Kano | | Mgmt | | Yes | | For | | For |
| | | | | |
2.9 | | Elect Director Kuniharu Nakamura | | Mgmt | | Yes | | For | | For |
| | | | | |
2.10 | | Elect Director Takuro Kawahara | | Mgmt | | Yes | | For | | For |
| | | | | |
2.11 | | Elect Director Yoshio Osawa | | Mgmt | | Yes | | For | | For |
| | | | | |
2.12 | | Elect Director Yasuyuki Abe | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Appoint Statutory Auditor Ichiro Miura | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Annual Bonus Payment to Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Deep Discount Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 855,200 | | 855,200 |
| | | | Totals: | | 855,200 | | 855,200 |
| | | | | | | | |
| | |
Mitsui & Co. | | Meeting Date |
| |
| | 23-Jun-10 |
Ticker: 8031 | | |
CUSIP: J44690139
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Allocation of Income, with a Final Dividend of JPY 11 | | Mgmt | | Yes | | For | | For |
| | | | | |
2.1 | | Elect Director Shoei Utsuda | | Mgmt | | Yes | | For | | For |
| | | | | |
2.2 | | Elect Director Masami Iijima | | Mgmt | | Yes | | For | | For |
| | | | | |
2.3 | | Elect Director Ken Abe | | Mgmt | | Yes | | For | | For |
| | | | | |
2.4 | | Elect Director Junichi Matsumoto | | Mgmt | | Yes | | For | | For |
| | | | | |
2.5 | | Elect Director Seiichi Tanaka | | Mgmt | | Yes | | For | | For |
| | | | | |
2.6 | | Elect Director Norinao Iio | | Mgmt | | Yes | | For | | For |
| | | | | |
2.7 | | Elect Director Takao Omae | | Mgmt | | Yes | | For | | For |
| | | | | |
2.8 | | Elect Director Masayoshi Komai | | Mgmt | | Yes | | For | | For |
| | | | | |
2.9 | | Elect Director Daisuke Saiga | | Mgmt | | Yes | | For | | For |
| | | | | |
2.10 | | Elect Director Nobuko Matsubara | | Mgmt | | Yes | | For | | For |
| | | | | |
2.11 | | Elect Director Ikujiro Nonaka | | Mgmt | | Yes | | For | | For |
Page 41 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
2.12 | | Elect Director Hiroshi Hirabayashi | | Mgmt | | Yes | | For | | For |
| | | | | |
2.13 | | Elect Director Toshiro Muto | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Appoint Statutory Auditor Naoto Nakamura | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 819,900 | | 819,900 |
| | | | Totals: | | 819,900 | | 819,900 |
| | | | | | | | |
| | |
TECNICAS REUNIDAS S.A. | | Meeting |
| | Date |
| |
| | 23-Jun-10 |
Ticker: N/A | | |
CUSIP: E9055J108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Individual Financial Statements and Statutory Reports for Fiscal Year Ended December 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Consolidated Financial Statements and Statutory Reports for Fiscal Year ended Dec. 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income for Fiscal Year 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Discharge of Directors for Fiscal Year 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Auditors of Individual and Consolidated Accounts for Fiscal Year 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Amend Article 30 of Company Bylaws | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Receive Changes to Board of Directors’ Guidelines | | Mgmt | | No | | | | None |
| | | | | |
8 | | Fix Number of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Ratify Diego Del Alcazar y Silvela as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorize Repurchase of Shares; Void Unused Previous Authorization | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorize the Board to Establish and Fund Associations or Foundations in Accordance with the Prevailing Regulations | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Fix Remuneration of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorize Board to Ratify and Execute Approved Resolutions | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 106,038 | | 106,038 |
| | | | Totals: | | 106,038 | | 106,038 |
| | | | | | | | |
| | |
Konami Corp. | | Meeting |
| | Date |
| |
| | 29-Jun-10 |
Ticker: 9766 | | |
CUSIP: J35996107
Page 42 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Kagemasa Kouzuki | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Noriaki Yamaguchi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Kimihiko Higashio | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Takuya Kouzuki | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Tomokazu Godai | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Hiroyuki Mizuno | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Akira Genma | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Takeover Defense Plan (Poison Pill) | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 455,500 | | 455,500 |
| | | | Totals: | | 455,500 | | 455,500 |
| | | | | | | | |
| | |
Mitsubishi Electric Corp. | | Meeting |
| | Date |
| |
| | 29-Jun-10 |
Ticker: 6503 | | |
CUSIP: J43873116
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Setsuhiro Shimomura | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Kenichiro Yamanishi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Masanori Saito | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Hiroki Yoshimatsu | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Noritomo Hashimoto | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Ryosuke Fujimoto | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Masaki Sakuyama | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Hiroyoshi Murayama | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Shunji Yanai | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Osamu Shigeta | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Mikio Sasaki | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Shigemitsu Miki | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 1,220,000 | | 1,220,000 |
| | | | Totals: | | 1,220,000 | | 1,220,000 |
| | | | | | | | |
Page 43 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | |
WPP plc | | Meeting |
| | Date |
| |
| | 29-Jun-10 |
Ticker: N/A | | |
CUSIP: G9787K108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve the Corporate Responsibility Report | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Paul Richardson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Philip Lader as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Esther Dyson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect John Quelch as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Re-elect Stanley Morten as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reappoint Deloitte LLP as Auditors and Authorise Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
11 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 777,660 | | 777,660 |
| | | | Totals: | | 777,660 | | 777,660 |
| | | | | | | | |
| | |
Home Retail Group plc | | Meeting |
| | Date |
| |
| | 30-Jun-10 |
Ticker: N/A | | |
CUSIP: G4581D103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Mike Darcey as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Penny Hughes as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reappoint PricewaterhouseCoopers LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Authorise EU Political Donations and Expenditure | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
Page 44 of 45
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 85 Ivy Funds VIP International Value | |  |
| | | | | | | | | | |
| | | | | |
10 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Amend Performance Share Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
85 Ivy Funds VIP International Value, 85 | | 610658154 | | Confirmed | | 1,438,880 | | 1,438,880 |
| | | | Totals: | | 1,438,880 | | 1,438,880 |
| | | | | | | | |
Page 45 of 45
IVY FUNDS VIP INTERNATIONAL GROWTH
Proxy Voting Record
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | |
Bharti Airtel Ltd (frmly BHARTI TELE-VENTURES LTD) | | Meeting Date |
| |
| | 07-Jul-09 |
Ticker: N/A | | |
CUSIP: Y0885K108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Postal Ballot | | Mgmt | | No | | None | | None |
| | | | | |
1 | | Approve Two-for-One Stock Split and Amend Clause V of the Memorandum of Association to Reflect Changes in Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Articles of Association Re: Changes to the Shareholders Agreement among SingTel, Bharti Telecom, Brentwood Investments, and Bharti Airtel Ltd | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Commission Remuneration for Independent Non-Executive Directors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 51,360 | | 51,360 |
| | | | Totals: | | 51,360 | | 51,360 |
| | | | | | | | |
| | |
Marks and Spencer Group plc | | Meeting Date |
| |
| | 08-Jul-09 |
Ticker: N/A | | |
CUSIP: G5824M107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Final Dividend of 9.5 Pence Per Ordinary Share | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Sir Stuart Rose as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Jan du Plessis as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Jeremy Darroch as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Sir David Michels as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Re-elect Louise Patten as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reappoint PricewaterhouseCoopers LLP as Auditors of the Company | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorise the Audit Committee to Determine Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Issue Equity with Pre-emptive Rights Under a General Authority up to Aggregate Nominal Amount of GBP 131,511,272 and an Additional Amount Pursuant to a Rights Issue of up to GBP 263,022,544 After Deducting Any Securities Issued Under the General Authority | | Mgmt | | Yes | | For | | Against |
| | | | | |
12 | | Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 19,726,691 | | Mgmt | | Yes | | For | | For |
Page 1 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
13 | | Authorise 158,000,000 Ordinary Shares for Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Approve That a General Meeting Other Than an Annual General Meeting May be Called on Not Less Than 14 Clear Days’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Approve Marks and Spencer Group Republic of Ireland Sharesave Plan 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Shareholder Proposal | | Mgmt | | No | | | | None |
| | | | | |
16 | | Authorise the Board to Take All Reasonable and Practical Steps to Bring Forward the Appointment of an Independent Chairman to July 2010 | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 355,530 | | 355,530 |
| | | | Totals: | | 355,530 | | 355,530 |
| | | | | | | | |
| | |
Research In Motion Ltd | | Meeting Date |
| |
| | 14-Jul-09 |
| |
Ticker: RIM | | |
CUSIP: 760975102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Mike Lazaridis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director James Estill | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director David Kerr | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Roger Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John Richardson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Barbara Stymiest | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director John Wetmore | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 115932.1 | | Confirmed | | 47,690 | | 47,690 |
| | | | Totals: | | 47,690 | | 47,690 |
| | | | | | | | |
| | |
National Grid plc | | Meeting Date |
| |
| | 27-Jul-09 |
| |
Ticker: N/A | | |
CUSIP: G6375K151
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
Page 2 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
2 | | Approve Final Dividend of 23 Pence Per Ordinary Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Re-elect Sir John Parker as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Steve Holliday as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Kenneth Harvey as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Steve Lucas as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Stephen Pettit as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Re-elect Nick Winser as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Re-elect George Rose as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
10 | | Reappoint PricewaterhouseCoopers LLP as Auditors of the Company | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights Under a General Authority up to Aggregate Nominal Amount of GBP 92,404,802 and an Additional Amount Pursuant to a Rights Issue of up to GBP 92,404,802 | | Mgmt | | Yes | | For | | Against |
| | | | | |
14 | | Approve Scrip Dividend Program | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Subject to the Passing of Resolution 14, Authorise the Directors to Capitalise the Appropriate Nominal Accounts of New Shares of the Company Alloted Under the Scrip Dividend Scheme | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of GBP 13,860,720 | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Authorise 243,269,786 Ordinary Shares for Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Authorise the Directors to Call a General Meeting of the Company Other Than an Annual General Meeting on 14 Clear Days’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 284,980 | | 284,980 |
| | | | Totals: | | 284,980 | | 284,980 |
| | | | | | | | |
| | |
Vodafone Group plc | | Meeting Date |
| |
| | 28-Jul-09 |
Ticker: N/A | | |
CUSIP: G93882135
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Re-elect Sir John Bond as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Re-elect John Buchanan as Director | | Mgmt | | Yes | | For | | For |
Page 3 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
4 | | Re-elect Vittorio Colao as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Michel Combes as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Andy Halford as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Alan Jebson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Samuel Jonah as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Re-elect Nick Land as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Re-elect Anne Lauvergeon as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Re-elect Simon Murray as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Stephen Pusey as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Re-elect Luc Vandevelde as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Re-elect Anthony Watson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Re-elect Philip Yea as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Approve Final Dividend of 5.20 Pence Per Ordinary Share | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Reappoint Deloitte LLP as Auditors of the Company | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Authorise the Audit Committee to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 1,193,532,658 | | Mgmt | | Yes | | For | | Against |
| | | | | |
21 | | Subject to the Passing of Resolution 20, Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 330,323,367 | | Mgmt | | Yes | | For | | For |
| | | | | |
22 | | Authorise 5,200,000,000 Ordinary Shares for Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
23 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
24 | | Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 2,137,500 | | 2,137,500 |
| | | | Totals: | | 2,137,500 | | 2,137,500 |
| | | | | | | | |
| | |
Barclays plc | | Meeting Date |
| |
| | 06-Aug-09 |
Ticker: N/A | | |
CUSIP: G08036124
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Disposal by Barclays plc of the Barclays Global Investors Business and Ancillary Arrangements | | Mgmt | | Yes | | For | | For |
Page 4 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 662,470 | | 662,470 |
| | | | Totals: | | 662,470 | | 662,470 |
| | | | | | | | |
| | |
CHINA SOUTH LOCOMOTIVE & ROLLING STOCK CORPORATION | | Meeting Date |
| |
| | 07-Aug-09 |
Ticker: N/A | | |
CUSIP: Y1516S106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Special Business | | Mgmt | | No | | None | | None |
| | | | | |
1 | | Approve Issuance of Medium-Term Notes in the Aggregate Principal Amount Not Exceeding RMB 4 Billion | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 2,778,000 | | 2,778,000 |
| | | | Totals: | | 2,778,000 | | 2,778,000 |
| | | | | | | | |
| | |
Industrial and Commercial Bank of China Limited | | Meeting Date |
| |
| | 02-Sep-09 |
Ticker: N/A | | |
CUSIP: Y3990B112
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Special Business | | Mgmt | | No | | None | | None |
| | | | | |
1 | | Approve Capital Injection of an Amount Equivalent to RMB 3 Billion in ICBC Financial Leasing Co., Ltd. | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 3,734,000 | | 3,734,000 |
| | | | Totals: | | 3,734,000 | | 3,734,000 |
| | | | | | | | |
| | |
IG Group Holdings plc | | Meeting Date |
| |
| | 06-Oct-09 |
Ticker: N/A | | |
CUSIP: G4753Q106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Re-elect Sir Alan Budd as Director | | Mgmt | | Yes | | For | | For |
Page 5 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
3 | | Re-elect Martin Jackson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Roger Yates as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Final Dividend of 11 Pence Per Ordinary Share | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reappoint Ernst & Young LLP as Auditors of the Company | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights Under a General Authority up to Aggregate Nominal Amount of GBP 6,000 and an Additional Amount Pursuant to a Rights Issue of up to GBP 6,000 | | Mgmt | | Yes | | For | | Against |
| | | | | |
10 | | Approve IG Group Holdings plc US Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise 36,000,280 Ordinary Shares for Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | 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 900 | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 258,000 | | 258,000 |
| | | | Totals: | | 258,000 | | 258,000 |
| | | | | | | | |
| | |
Foster’s Group Ltd. | | Meeting Date |
| |
| | 21-Oct-09 |
Ticker: FGL | | |
CUSIP: Q3944W187
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Max G Ould as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve the Foster’s Employee Share Grant Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve the Issuance of 343,000 Shares Based on a Share Price of A$5.25 Each to Ian Johnston Under the Long Term Incentive Plan in Respect of the 2008/09 Financial Year | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve the Issuance of 515,400 Shares Based on a Share Price of A$5.24 Each to Ian Johnston Under the Long Term Incentive Plan in Respect of the 2009/10 Financial Year | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Remuneration Report for the Financial Year Ended June 30, 2009 | | Mgmt | | Yes | | For | | For |
Page 6 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 999,270 | | 999,270 |
| | | | Totals: | | 999,270 | | 999,270 |
| | | | | | | | |
| | |
Shanda Interactive Entertainment Limited | | Meeting Date |
| |
| | 28-Oct-09 |
Ticker: SNDA | | |
CUSIP: 81941Q203
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | None | | None |
| | | | | |
1.1 | | Elect Tianqiao Chen as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Danian Chen as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Qianqian Luo as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Jisheng Huang as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Chengyu Xiong as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Kai Zhao as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Qunzhao Tan as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Grace Wu as Director | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 115932.1 | | Confirmed | | 61,870 | | 61,870 |
| | | | Totals: | | 61,870 | | 61,870 |
| | | | | | | | |
| | |
Telstra Corporation Limited. | | Meeting Date |
| |
| | 04-Nov-09 |
Ticker: TLS | | |
CUSIP: Q8975N105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Chairman and CEO Presentations | | Mgmt | | No | | None | | None |
| | | | | |
2 | | Approve the Remuneration Report for the Financial Year Ended June 30, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Receive the Financial Statements and Statutory Reports for the Financial Year Ended June 30, 2009 | | Mgmt | | No | | None | | None |
| | | | | |
4a | | Elect Geoffrey Cousins as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4b | | Elect Steve Vamos as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4c | | Elect John Stanhope as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4d | | Elect John Zeglis as a Director | | Mgmt | | Yes | | For | | For |
Page 7 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
4e | | Elect John Stocker as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4f | | Elect Russell Higgins as a Director | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 1,465,110 | | 1,465,110 |
| | | | Totals: | | 1,465,110 | | 1,465,110 |
| | | | | | | | |
| | |
Brambles Ltd | | Meeting Date |
| |
| | 19-Nov-09 |
Ticker: N/A | | |
CUSIP: Q6634U106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Receive the Financial Statements and Statutory Reports for the Financial Year Ended June 30, 2009 | | Mgmt | | No | | None | | |
| | | | | |
2 | | Approve the Remuneration Report for the Financial Year Ended June 30, 2009 | | Mgmt | | Yes | | For | | |
| | | | | |
3 | | Elect John Patrick Mullen as a Director | | Mgmt | | Yes | | For | | |
| | | | | |
4 | | Elect Brian Martin Schwartz as a Director | | Mgmt | | Yes | | For | | |
| | | | | |
5 | | Elect Graham John Kraehe as a Director | | Mgmt | | Yes | | For | | |
| | | | | |
6 | | Elect Stephen Paul Johns as a Director | | Mgmt | | Yes | | For | | |
| | | | | |
7 | | Elect Sarah Carolyn Hailes Kay as a Director | | Mgmt | | Yes | | For | | |
| | | | | |
8 | | Approve the Amendments to the Constitution | | Mgmt | | Yes | | For | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Uninstructed | | 0 | | 0 |
| | | | Totals: | | 0 | | 0 |
| | | | | | | | |
| | |
Industrial and Commercial Bank of China Limited | | Meeting Date |
| |
| | 27-Nov-09 |
Ticker: N/A | | |
CUSIP: Y3990B112
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Special Business | | Mgmt | | No | | None | | None |
| | | | | |
1 | | Approve Sale and Purchase Agreement Between Industrial and Commercial Bank of China Ltd. and Bangkok Bank Public Company Ltd. and the Voluntary Tender and Delisting Offers and Related Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | None | | None |
| | | | | |
2 | | Elect Malcolm Christopher McCarthy as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
Page 8 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
3 | | Elect Kenneth Patrick Chung as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 4,830,000 | | 4,830,000 |
| | | | Totals: | | 4,830,000 | | 4,830,000 |
| | | | | | | | |
| | |
Henderson Land Development Co. Ltd. | | Meeting Date |
| |
| | 03-Dec-09 |
Ticker: N/A | | |
CUSIP: Y31476107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1a | | Reelect Lee Shau Kee as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1b | | Reelect Colin Lam Ko Yin as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1c | | Reelect John Yip Ying Chee as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1d | | Reelect Alexander Au Siu Kee as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1e | | Reelect Fung Lee Woon King as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1f | | Reelect Eddie Lau Yum Chuen as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1g | | Reelect Leung Hay Man as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1h | | Approve Directors’ Fees and Audit Committee Members’ Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Reappoint Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
3a | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
3c | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 252,000 | | 252,000 |
| | | | Totals: | | 252,000 | | 252,000 |
| | | | | | | | |
| | |
Banco Santander Brasil SA | | Meeting Date |
| |
| | 03-Feb-10 |
Ticker: N/A | | |
CUSIP: P1505Z137
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Stock Option Plan | | Mgmt | | Yes | | For | | For |
Page 9 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 184,500 | | 184,500 |
| | | | Totals: | | 184,500 | | 184,500 |
| | | | | | | | |
| | |
ASML Holding NV | | Meeting Date |
| |
| | 24-Mar-10 |
Ticker: N/A | | |
CUSIP: N07059178
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Annual Meeting | | Mgmt | | No | | | | |
| | | | | |
1 | | Open Meeting | | Mgmt | | No | | | | |
| | | | | |
2 | | Discuss the Company’s Business and Financial Situation | | Mgmt | | No | | | | |
| | | | | |
3 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Approve Discharge of Management Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Approve Discharge of Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Receive Explanation on Company’s Reserves and Dividend Policy | | Mgmt | | No | | | | |
| | | | | |
7 | | Approve Dividends of EUR 0.20 Per Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8.a | | Discuss Remuneration Report | | Mgmt | | No | | | | |
| | | | | |
8.b | | Approve Remuneration Report Containing Remuneration Policy for Management Board Members | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.a | | Approve Performance Share Arrangement According to Remuneration Policy 2010 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.b | | Approve Performance Share Grant According to Remuneration Policy 2008 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.c | | Approve Performance Stock Option Grants | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10 | | Approve the Numbers of Stock Options, Respectively Shares for Employees | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
11 | | Notification of the Intended Election of F. Schneider-Manoury to the Management Board | | Mgmt | | No | | | | |
| | | | | |
12 | | Discussion of Supervisory Board Profile | | Mgmt | | No | | | | |
| | | | | |
13 | | Notification of the Retirement of W.T. Siegle and J.W.B. Westerburgen of the Supervisory Board by Rotation in 2011 | | Mgmt | | No | | | | |
| | | | | |
14.a | | Grant Board Authority to Issue Shares up To Five Percent of Issued Capital | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
14.b | | Authorize Board to Exclude Preemptive Rights from Issuance under Item 14.a | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
14.c | | Grant Board Authority to Issue Additional Shares of up to Five Percent in Case of Takeover/Merger | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
14.d | | Authorize Board to Exclude Preemptive Rights from Issuance under Item 14.c | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
15 | | Authorize Repurchase of Up to Ten Percent of Issued Share Capital | | Mgmt | | Yes | | For | | Do Not Vote |
Page 10 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
16 | | Authorize Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
17 | | Authorize Additional Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
18 | | Other Business | | Mgmt | | No | | | | |
| | | | | |
19 | | Close Meeting | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | AutoApproved | | 42,420 | | 42,420 |
| | | | Totals: | | 42,420 | | 42,420 |
| | | | | | | | |
| | |
ACC Limited ( Formerly Associated Cement Cos., Ltd.) | | Meeting Date |
| |
| | 08-Apr-10 |
Ticker: N/A | | |
CUSIP: Y0002C112
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Final Dividend of INR 13 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reappoint S.M. Palia as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint N. Chandra as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reappoint S. Haribhakti as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve S R Batliboi & Associates as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Appoint K. Kaura as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Commission Remuneration for Non-Executive Directors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 61,610 | | 61,610 |
| | | | Totals: | | 61,610 | | 61,610 |
| | | | | | | | |
| | |
Ericsson (Telefonaktiebolaget L M Ericsson) | | Meeting Date |
| |
| | 13-Apr-10 |
Ticker: N/A | | |
CUSIP: W26049119
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Michael Treschow as Chairman of Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Prepare and Approve List of Shareholders | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Agenda of Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Acknowledge Proper Convening of Meeting | | Mgmt | | Yes | | For | | For |
Page 11 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
5 | | Designate Inspector(s) of Minutes of Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Receive Financial Statements and Statutory Reports; Receive Auditor’s Report | | Mgmt | | No | | | | |
| | | | | |
7 | | Receive President’s Report; Allow Questions | | Mgmt | | No | | | | |
| | | | | |
8.1 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
8.2 | | Approve Discharge of Board and President | | Mgmt | | Yes | | For | | For |
| | | | | |
8.3 | | Approve Allocation of Income and Dividends of SEK 2.00 per Share; Approve April 16, 2010, as Record Date for Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
9.1 | | Determine Number of Members (12) and Deputy Members (0) of Board | | Mgmt | | Yes | | For | | For |
| | | | | |
9.2 | | Approve Remuneration of Directors in the Amount of SEK 3.75 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 | | Mgmt | | Yes | | For | | For |
| | | | | |
9.3 | | Reelect Michael Treschow (Chair), Roxanne Austin, Peter Bonfield, Borje Ekholm, Ulf Johansson, Sverker Martin-Lof, Nancy McKinstry, Anders Nyren, Carl-Henric Svanberg, and Marcus Wallenberg; Elect Hans Vestberg and Michelangelo Volpi as New Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
9.4 | | 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 | | Mgmt | | Yes | | For | | For |
| | | | | |
9.5 | | Approve Omission of Remuneration to Nominating Committee Members | | Mgmt | | Yes | | For | | For |
| | | | | |
9.6 | | Approve Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Remuneration Policy And Other Terms of Employment For Executive Management | | Mgmt | | Yes | | For | | For |
| | | | | |
11.1 | | Approve 2010 Share Matching Plan for All Employees | | Mgmt | | Yes | | For | | For |
| | | | | |
11.2 | | Authorize Reissuance of 11.3 Million Repurchased Class B Shares for 2010 Share Matching Plan for All Employees | | Mgmt | | Yes | | For | | For |
| | | | | |
11.3 | | Approve Swap Agreement with Third Party as Alternative to Item 11.2 | | Mgmt | | Yes | | For | | Against |
| | | | | |
11.4 | | Approve 2010 Share Matching Plan for Key Contributors | | Mgmt | | Yes | | For | | For |
| | | | | |
11.5 | | Authorize Reissuance of 7.8 Million Repurchased Class B Shares for 2010 Share Matching Plan for Key Contributors | | Mgmt | | Yes | | For | | For |
| | | | | |
11.6 | | Approve Swap Agreement with Third Party as Alternative to Item 11.5 | �� | Mgmt | | Yes | | For | | Against |
| | | | | |
11.7 | | Approve 2010 Restricted Stock Plan for Executives | | Mgmt | | Yes | | For | | For |
| | | | | |
11.8 | | Authorize Reissuance of 4.4 Million Repurchased Class B Shares for 2010 Restricted Stock Plan for Executives | | Mgmt | | Yes | | For | | For |
| | | | | |
11.9 | | Approve Swap Agreement with Third Party as Alternative to Item 11.8 | | Mgmt | | Yes | | For | | Against |
| | | | | |
12 | | Authorize Reissuance of up to 7.4 Million Repurchased Class B Shares to Cover Social Costs in Connection with 2006 Long-Term Incentive Plan and 2007, 2008, and 2009 Variable Compensation Plans | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Shareholder Proposals | | Mgmt | | No | | | | |
Page 12 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
13 | | General Meeting Shall Instruct the Board to Investigate How All Shares Are to be Given the Same Voting Power and To Present Such a Proposal at the Next Annual General Meeting | | SH | | Yes | | None | | For |
| | | | | |
14 | | Close Meeting | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Approved | | 0 | | 0 |
| | | | Totals: | | 0 | | 0 |
| | | | | | | | |
| | |
KPN NV | | Meeting Date |
| |
| | 13-Apr-10 |
Ticker: N/A | | |
CUSIP: N4297B146
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Annual Meeting | | Mgmt | | No | | | | |
| | | | | |
1 | | Open Meeting | | Mgmt | | No | | | | |
| | | | | |
2 | | Receive Report of Management Board (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
3 | | Discussion on Company’s Corporate Governance Structure | | Mgmt | | No | | | | |
| | | | | |
4 | | Approve Financial Statements | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Receive Explanation on Company’s Reserves and Dividend Policy | | Mgmt | | No | | | | |
| | | | | |
6 | | Approve Dividends of EUR 0.69 Per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Discharge of Management Board | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Discharge of Supervisory Board | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Ratify PricewaterhouseCoopers Acountants N.V. as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Remuneration Report Containing Remuneration Policy for Management Board Members | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Receive Announcement of Intention to Reappoint E. Blok and J.B.P. Coopmans to Management Board | | Mgmt | | No | | | | |
| | | | | |
12 | | Announce Vacancies on Supervisory Board | | Mgmt | | No | | | | |
| | | | | |
13 | | Receive Announcement Re: Changes in Composition in Supervisory Board Committees | | Mgmt | | No | | | | |
| | | | | |
14 | | Authorize Repurchase of Up to Ten Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Approve Reduction in Share Capital by Cancellation of Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Other Business and Close Meeting | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 225,560 | | 225,560 |
| | | | Totals: | | 225,560 | | 225,560 |
| | | | | | | | |
Page 13 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | |
Nestle SA | | Meeting Date |
| |
| | 15-Apr-10 |
Ticker: N/A | | |
CUSIP: H57312649
Did not vote due to share blocking
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
1.2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Approve Discharge of Board and Senior Management | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Allocation of Income and Dividends of CHF 1.60 per Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.1.1 | | Reelect Andre Kudelski as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.1.2 | | Reelect Jean-Rene Fourtou as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.1.3 | | Reelect Steven Hoch as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.1.4 | | Reelect Peter Brabeck-Letmathe as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.2.1 | | Elect Titia de Lange as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.2.2 | | Elect Jean-Pierre Roth as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4.3 | | Ratify KPMG AG as Auditors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Approve CHF 18.5 Million Reduction in Share Capital via Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Amend Articles Re: Share Certificates due to New Swiss Federal Act on Intermediated Securities | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | AutoApproved | | 205,670 | | 0 |
| | | | Totals: | | 205,670 | | 0 |
| | | | | | | | |
| | |
Henkel AG & Co. KGaA (formerly Henkel KGaA) | | Meeting Date |
| |
| | 19-Apr-10 |
Ticker: N/A | | |
CUSIP: D32051126
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for Preference Shareholders | | Mgmt | | No | | | | |
| | | | | |
1 | | Receive Information on Resolution of Ordinary General Meeting to Create EUR 25.6 Million Pool of Capital with Partial Exclusion of Preemptive Rights (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
2 | | Approve Creation of EUR 25.6 Million Pool of Capital with Partial Exclusion of Preemptive Rights | | Mgmt | | Yes | | For | | Do Not Vote |
Page 14 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | AutoApproved | | 34,530 | | 34,530 |
| | | | Totals: | | 34,530 | | 34,530 |
| | | | | | | | |
| | |
BMF BOVESPA S.A. BOLSA VALORES MERC FUT | | Meeting Date |
| |
| | 20-Apr-10 |
Ticker: N/A | | |
CUSIP: P73232103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Annual Meeting Agenda | | Mgmt | | No | | | | |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Allocation of Income and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Remuneration of Executive Officers, Non-Executive Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Special Meeting Agenda | | Mgmt | | No | | | | |
| | | | | |
4 | | Approve Acquisition of CME Group, Inc. by BM&FBovespa | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Rejected | | 441,400 | | 441,400 |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Rejected | | 441,400 | | 441,400 |
| | | | Totals: | | 882,800 | | 882,800 |
| | | | | | | | |
| | |
Petroleo Brasileiro | | Meeting Date |
| |
| | 22-Apr-10 |
Ticker: N/A | | |
CUSIP: P78331140
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
| | Ordinary Meeting | | Mgmt | | No | | | | |
| | | | | |
| | Preferred Shareholders Have Voting Rights on Items 4 and 6 of this Agenda | | Mgmt | | No | | | | |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Capital Budget for Upcoming Fiscal Year | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Directors | | Mgmt | | Yes | | For | | Against |
| | | | | |
5 | | Elect Board Chairman | | Mgmt | | Yes | | For | | Against |
| | | | | |
6 | | Elect Fiscal Council Members | | Mgmt | | Yes | | For | | Against |
Page 15 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
7 | | Approve Remuneration of Executive Officers, Non-Executive Directors, and Fiscal Council Members | | Mgmt | | Yes | | For | | Against |
| | | | | |
| | Special Meeting | | Mgmt | | No | | | | |
| | | | | |
1 | | Authorize Capitalization of Reserves | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Eliminate Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 115932.1 | | Confirmed | | 105,430 | | 105,430 |
| | | | Totals: | | 105,430 | | 105,430 |
| | | | | | | | |
| | |
Saipem | | Meeting Date |
| |
| | 26-Apr-10 |
Ticker: N/A | | |
CUSIP: T82000117
Did not vote due to share blocking
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Approve Allocation of Income | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Remove Current External Auditors and Appoint New Ones | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | AutoApproved | | 128,710 | | 0 |
| | | | Totals: | | 128,710 | | 0 |
| | | | | | | | |
| | |
Anheuser-Busch InBev | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: N/A | | |
CUSIP: B6399C107
Did not vote due to share blocking
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Annual and Special Meetings | | Mgmt | | No | | | | |
| | | | | |
| | Special Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Amend Articles Re: Terms of Board Mandates | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Amend Articles Re: Shareholder Rights Directive | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3a | | Receive Special Board Report | | Mgmt | | No | | | | |
| | | | | |
3b | | Receive Special Auditor Report | | Mgmt | | No | | | | |
| | | | | |
3c | | Exclude Preemptive Rights for Issuance under Item 3d | | Mgmt | | Yes | | For | | Do Not Vote |
Page 16 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
3d | | Approve Issuance of Stock Options for Board Members | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3e | | Amend Articles to Reflect Changes in Capital | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3f | | Authorize Implementation of Approved Resolutions and Filing of Required Documents/Formalities at Trade Registry | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Receive Directors’ Report (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
2 | | Receive Directors’ Report (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
3 | | Receive Consolidated Financial Statements and Statutory Reports (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
4 | | Approve Financial Statements, Allocation of Income, and Dividends of EUR 0.38 per Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Approve Discharge of Directors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Approve Discharge of Auditors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7a | | Reelect Alexandre Van Damme as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7b | | Reelect Gregoire de Spoelberch as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7c | | Reelect Carlos Alberto da Veiga Sicupira as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7d | | Reelect Jorge Paulo Lemann as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7e | | Reelect Roberto Moses Thompson Motta as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7f | | Reelect Marcel Herrman Telles as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7g | | Reelect Jean-Luc Dehaene as Independent Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7h | | Reelect Mark Winkelman as Independent Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8 | | Approve PwC as Statutory Auditor and Approve Auditor’s Remuneration | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9a | | Approve Remuneration Report | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9b | | Approve Stock Option Grants and Share Grants | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10a | | Approve Change-of-Control Provision Re: Updated EMTN Program | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10b | | Approve Change-of-Control Provision Re: US Dollar Notes | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10c | | Approve Change-of-Control Provision Re: Senior Facilities Agreement | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10d | | Approve Change-of-Control Provision Re: Term Facilities Agreement | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
| | Powers | | Mgmt | | No | | | | |
| | | | | |
1 | | Authorize Implementation of Approved Resolutions and Filing of Required Documents/Formalities at Trade Registry | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | AutoApproved | | 103,292 | | 0 |
| | | | Totals: | | 103,292 | | 0 |
| | | | | | | | |
Page 17 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | |
Banco Santander Brasil SA | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: N/A | | |
CUSIP: P1505Z137
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports for Fiscal | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Year Ended Dec. 31, 2009 | | | | | | | | |
| | | | | |
2 | | Approve Allocation of Income and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Remuneration of Executive Officers, Non-Executive Directors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 184,500 | | 184,500 |
| | | | Totals: | | 184,500 | | 184,500 |
| | | | | | | | |
| | |
Banco Santander Brasil SA | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: N/A | | |
CUSIP: P1505Z137
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Authorize Capitalization of Reserves for Bonus Issue | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Articles | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 184,500 | | 184,500 |
| | | | Totals: | | 184,500 | | 184,500 |
| | | | | | | | |
| | |
Informa plc | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: N/A | | |
CUSIP: G4770C106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Re-elect Derek Mapp as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Re-elect Peter Rigby as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Adam Walker as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Dr Pamela Kirby as Director | | Mgmt | | Yes | | For | | For |
Page 18 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
6 | | Re-elect John Davis as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Dr Brendan O’Neill as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reappoint Deloitte LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
12 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 626,200 | | 626,200 |
| | | | Totals: | | 626,200 | | 626,200 |
| | | | | | | | |
| | |
British American Tobacco plc | | Meeting Date |
| |
| | 28-Apr-10 |
Ticker: N/A | | |
CUSIP: G1510J102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint PricewaterhouseCoopers LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6a | | Re-elect Ana Llopis as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6b | | Re-elect Christine Morin-Postel as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6c | | Re-elect Anthony Ruys as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Richard Burrows as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
9 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 203,110 | | 203,110 |
| | | | Totals: | | 203,110 | | 203,110 |
| | | | | | | | |
Page 19 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | |
Technip | | Meeting Date |
| |
| | 29-Apr-10 |
Ticker: N/A | | |
CUSIP: F90676101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Allocation of Income and Dividends of EUR 1.35 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Auditors’ Special Report Mentioning the Absence of New Related-Party Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Remuneration of Directors in the Aggregate Amount of EUR 600,000 | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Appoint Ernst & Young et Autres as Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Appoint PricewaterhouseCoopers Audit as Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Appoint Auditex as Alternate Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Appoint Yves Nicolas as Alternate Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Change of Registered Office to 89, avenue de la Grande Armee 75116, Paris | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital Special Business | | Mgmt Mgmt | | Yes No | | For | | For |
| | | | | |
12 | | Approve Reduction in Share Capital via Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorize up to 0.9 Percent of Issued Capital for Use in Restricted Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | 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 13 | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Authorize up to 1.1 Percent of Issued Capital for Use in Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | 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 15 | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Approve Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Authorize Filing of Required Documents/Other Formalities | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 62,480 | | 62,480 |
| | | | Totals: | | 62,480 | | 62,480 |
| | | | | | | | |
Page 20 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | |
Barclays plc | | Meeting Date |
| |
| | 30-Apr-10 |
Ticker: N/A | | |
CUSIP: G08036124
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Reuben Jeffery III as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Marcus Agius as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect David Booth as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Sir Richard Broadbent as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Sir Michael Rake as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Re-elect Sir Andrew Likierman as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Re-elect Chris Lucas as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Reappoint PricewaterhouseCoopers LLP Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise EU Political Donations and Expenditure | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
14 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Authorise the Company to Call EGM with Two Weeks Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Approve SAYE Share Option Scheme | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 1,022,260 | | 1,022,260 |
| | | | Totals: | | 1,022,260 | | 1,022,260 |
| | | | | | | | |
| | |
Bayer AG | | Meeting Date |
| |
| | 30-Apr-10 |
Ticker: N/A | | |
CUSIP: D0712D163
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Receive Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of EUR 1.40 per Share for Fiscal 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Discharge of Management Board for Fiscal 2009 | | Mgmt | | Yes | | For | | For |
Page 21 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
3 | | Approve Discharge of Supervisory Board for Fiscal 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Remuneration System for Management Board Members | | Mgmt | | Yes | | For | | Against |
| | | | | |
5 | | Approve Creation of EUR 530 Million Pool of Capital with Partial Exclusion of Preemptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
6 | | Approve Creation of EUR 211.7 Million Pool of Capital without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 6 Billion; Approve Creation of EUR 211.7 Million Pool of Capital to Guarantee Conversion Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Amend Articles Re: New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify PricewaterhouseCoopers AG as Auditors for Fiscal 2010 | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 49,550 | | 49,550 |
| | | | Totals: | | 49,550 | | 49,550 |
| | | | | | | | |
| | |
Credit Suisse Group (formerly CS Holding) | | Meeting Date |
| |
| | 30-Apr-10 |
Ticker: N/A | | |
CUSIP: H3698D419
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Receive Financial Statements and Statutory Reports (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
1.2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
1.3 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Approve Discharge of Board and Senior Management | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Allocation of Income and Dividends of CHF 2 per Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Amend Articles Re: Share Certificates due to New Swiss Federal Act on Intermediated Securities | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5.1.1 | | Reelect Noreen Doyle as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5.1.2 | | Reelect Aziz Syriani as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5.1.3 | | Reelect David Syz as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5.1.4 | | Reelect Peter Weibel as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5.1.5 | | Elect Jassim Al Thani as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5.1.6 | | Elect Robert Benmosche as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5.2 | | Ratify KPMG AG as Auditors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5.3 | | Ratify BDO Visura as Special Auditors | | Mgmt | | Yes | | For | | Do Not Vote |
Page 22 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | AutoApproved | | 26,410 | | 26,410 |
| | | | Totals: | | 26,410 | | 26,410 |
| | | | | | | | |
| | |
Xstrata plc | | Meeting Date |
| |
| | 05-May-10 |
Ticker: N/A | | |
CUSIP: G9826T102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Mick Davis as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect David Rough as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Sir Steve Robson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Willy Strothotte as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Dr Con Fauconnier as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reappoint Ernst & Young LLP as Auditors and Authorise Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
11 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise the Company to Call EGM with Not Less Than 20 Clear Days’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 279,960 | | 279,960 |
| | | | Totals: | | 279,960 | | 279,960 |
| | | | | | | | |
| | |
Adidas AG (frmly Adidas-Salomon AG) | | Meeting Date |
| |
| | 06-May-10 |
Ticker: N/A | | |
CUSIP: D0066B102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Receive Financial Statements and Statutory Reports for Fiscal 2009 (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
2 | | Approve Allocation of Income and Dividends of EUR 0.35 per Share | | Mgmt | | Yes | | For | | Do Not Vote |
Page 23 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
3 | | Approve Discharge of Management Board for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Approve Discharge of Supervisory Board for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Approve Remuneration System for Management Board Members | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Amend Articles Re: Convocation of, Registration for, Voting Rights Representation at, and Participation in General Meeting due to New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7 | | Approve Creation of EUR 20 Million Pool of Capital with Partial Exclusion of Preemptive Rights | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8 | | Approve Cancellation of Conditional Capital 1999/ I | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9 | | Approve Cancellation of Conditional Capital 2003/ II | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10 | | Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 1.5 Billion; Approve Creation of EUR 36 Million Pool of Capital to Guarantee Conversion Rights | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
11 | | Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
12 | | Authorize Use of Financial Derivatives when Repurchasing Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
13 | | Approve Conversion of Bearer Shares into Registered Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
14 | | Ratify KPMG AG as Auditors for Fiscal 2010 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | AutoApproved | | 55,210 | | 55,210 |
| | | | Totals: | | 55,210 | | 55,210 |
| | | | | | | | |
| | |
Canadian Natural Resources Ltd. | | Meeting Date |
| |
| | 06-May-10 |
Ticker: CNQ | | |
CUSIP: 136385101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Catherine M. Best | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director N. Murray Edwards | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Gary A. Filmon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Gordon D. Giffin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Steve W. Laut | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Keith A.J. MacPhail | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Allan P. Markin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Frank J. McKenna | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director James S. Palmer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Eldon R. Smith | | Mgmt | | Yes | | For | | For |
Page 24 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
1.11 | | Elect Director David A. Tuer | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Stock Split | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Stock Option Plan | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 39,600 | | 39,600 |
| | | | Totals: | | 39,600 | | 39,600 |
| | | | | | | | |
| | |
Reckitt Benckiser Group plc | | Meeting Date |
| |
| | 06-May-10 |
Ticker: N/A | | |
CUSIP: G74079107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Adrian Bellamy as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Peter Harf as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Colin Day as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Re-elect Kenneth Hydon as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Re-elect Judith Sprieser as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Richard Cousins as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Warren Tucker as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Reappoint PricewaterhouseCoopers LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
14 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 74,320 | | 74,320 |
| | | | Totals: | | 74,320 | | 74,320 |
| | | | | | | | |
Page 25 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | |
Vinci | | Meeting Date |
| |
| | 06-May-10 |
Ticker: N/A | | |
CUSIP: F5879X108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income and Dividends of EUR 1.62 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Authorize Payment of Dividends by Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reelect Dominique Ferrero as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reelect Xavier Huillard as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reelect Henri Saint Olive as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reelect Yves-Thibault de Silguy as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Qatari Diar Real Estate Investment Company as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Remuneration of Directors in the Aggregate Amount of EUR 920,000 | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Approve Transaction with Vinci Concessions Re: Participation in Aegean Motorway SA | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Approve Transaction with Vinci Concessions Re: Participation in Olympia Odos and Olympia Odos Operation | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Amend Transaction with Vinci Concessions Re: Financing Obtained by Arcour, Contractor of A19 Highway | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Approve Transaction with Vinci Concessions Re: Financing of A-Modell A5 Highway Concession | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Approve Transaction with Vinci Concessions Re: Participation in ASF | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Approve Additional Pension Scheme Agreement for Xavier Huillard | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Approve Severance Payment Agreement for Xavier Huillard | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Approve Transaction with YTSeuropaconsultants Re: Consulting Services | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Special Business | | Mgmt | | No | | | | |
| | | | | |
20 | | Approve Reduction in Share Capital via Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
21 | | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 150 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
22 | | Approve Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
23 | | Approve Stock Purchase Plan Reserved for International Employees | | Mgmt | | Yes | | For | | For |
Page 26 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
24 | | Amend Articles 17 of Bylaws Re: Attendance to General Meetings Through Videoconference and Telecommunication | | Mgmt | | Yes | | For | | For |
| | | | | |
25 | | Authorize Filing of Required Documents/Other Formalities | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 158,192 | | 158,192 |
| | | | Totals: | | 158,192 | | 158,192 |
| | | | | | | | |
| | |
Serco Group plc | | Meeting Date |
| |
| | 11-May-10 |
Ticker: N/A | | |
CUSIP: G80400107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Alastair Lyons as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Christopher Hyman as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reappoint Deloitte LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
10 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise EU Political Donations and Expenditure | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 429,790 | | 429,790 |
| | | | Totals: | | 429,790 | | 429,790 |
| | | | | | | | |
| | |
The Capita Group plc | | Meeting Date |
| |
| | 11-May-10 |
Ticker: N/A | | |
CUSIP: G1846J115
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
Page 27 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Paul Pindar as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Simon Pilling as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Bill Grimsey as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reappoint Ernst & Young LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
10 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Approve the SAYE Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Approve the 2010 Deferred Annual Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 427,890 | | 427,890 |
| | | | Totals: | | 427,890 | | 427,890 |
| | | | | | | | |
| | |
Fresenius SE | | Meeting Date |
| |
| | 12-May-10 |
Ticker: N/A | | |
CUSIP: D27348107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for Common and Preferred Shareholders; Only Common Shareholders Can Vote | | Mgmt | | No | | | | |
| | | | | |
1 | | Receive Financial Statements and Statutory Reports for Fiscal 2009 (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
2 | | Approve Allocation of Income and Dividends of EUR 0.75 per Ordinary Share snd EUR 0.76 per Preferred Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Discharge of Management Board for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Approve Discharge of Supervisory Board for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Approve Remuneration System for Management Board Members | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Ratify KPMG AG as Auditors for Fiscal 2010 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7 | | Change of Corporate Form to KGaA (Kommanditgesellschaft auf Aktien) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8a | | Elect Roland Berger to the Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8b | | Elect Gerd Krick to the Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8c | | Elect Klaus-Peter Mueller to the Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8d | | Elect Gerhard Rupprecht to the Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
Page 28 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
8e | | Elect Michael Albrecht to the Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8f | | Elect Gerhard Roggemann to the Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | AutoApproved | | 65,737 | | 65,737 |
| | | | Totals: | | 65,737 | | 65,737 |
| | | | | | | | |
| | |
Swatch Group AG | | Meeting Date |
| |
| | 12-May-10 |
Ticker: N/A | | |
CUSIP: H83949141
Did not vote due to share blocking
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports and Receive Auditor’s Report | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Approve Discharge of Board and Senior Management | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Allocation of Income and Dividends of CHF 0.80 per Registered Share and CHF 4.00 per Bearer Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Elect Esther Grether, Nayla Hayek, Claude Nicollier, Peter Gross, Nicolas Hayek, Johann Niklaus Schneider-Ammann, Ernst Tanner Georges Nicolas Hayek and Jean-Pierre Roth as Directors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Ratify PricewaterhouseCoopers AG as Auditors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Amend Articles Re: Share Certificates due to New Swiss Federal Act on Intermediated Securities | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | AutoApproved | | 2,230 | | 0 |
| | | | Totals: | | 2,230 | | 0 |
| | | | | | | | |
| | |
International Power plc | | Meeting Date |
| |
| | 18-May-10 |
Ticker: N/A | | |
CUSIP: G4890M109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect David Weston as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Re-elect Sir Neville Simms as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Re-elect Tony Concannon as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Bruce Levy as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Tony Isaac as Director | | Mgmt | | Yes | | For | | For |
Page 29 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
7 | | Re-elect Struan Robertson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reappoint KPMG Audit plc as Auditors and Authorise Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
12 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Adopt New Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Approve UK Sharesave Plan and Global Sharesave Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 843,840 | | 843,840 |
| | | | Totals: | | 843,840 | | 843,840 |
| | | | | | | | |
| | |
PPR | | Meeting Date |
| |
| | 19-May-10 |
Ticker: N/A | | |
CUSIP: F7440G127
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income and Dividends of EUR 3.30 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Auditors’ Special Report Regarding Related-Party Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Laurence Boone as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Yseulys Costes as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Caroline Puel as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Remuneration of Directors in the Aggregate Amount of EUR 809,000 | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reelect KPMG Audit as Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Reelect KPMG Audit IS as Alternate Auditor | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Extraordinary Business | | Mgmt | | No | | | | |
Page 30 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
12 | | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 200 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Approve Issuance of Shares up to 20 Percent of Issued Capital Per Year for a Private Placement, up to Aggregate Nominal Amount of EUR 100 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 12, 13, and 14 | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Approve Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Authorize up to 2 Percent of Issued Capital for Use in Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Authorize up to 0.5 Percent of Issued Capital for Use in Restricted Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Approve Issuance of Warrants Reserved for Employees and Corporate Officers | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Amend Article 22 of Bylaws Re: Payment of Dividends in Cash, in Kind or in Shares | | Mgmt | | Yes | | For | | Against |
| | | | | |
21 | | Authorize Filing of Required Documents/Other Formalities | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 36,960 | | 36,960 |
| | | | Totals: | | 36,960 | | 36,960 |
| | | | | | | | |
| | |
Banco Santander Brasil SA | | Meeting Date |
| |
| | 21-May-10 |
Ticker: N/A | | |
CUSIP: P1505Z137
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Alter Dividend Payment Date | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Article 31 | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 184,500 | | 184,500 |
| | | | Totals: | | 184,500 | | 184,500 |
| | | | | | | | |
| | |
Cap Gemini | | Meeting Date |
| |
| | 27-May-10 |
Ticker: N/A | | |
CUSIP: F13587120
Page 31 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements and Discharge Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Auditors’ Special Report Regarding Related-Party Transactions Mentionning the Absence of New Related-Party Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Allocation of Income and Dividends of EUR 0.80 per Share | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reelect Yann Delabriere as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reelect Paul Hermelin as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reelect Michel Jalabert as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reelect Serge Kampf as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reelect Phil Laskawy as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Reelect Ruud van Ommeren as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Reelect Terry Ozan as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Reelect Bruno Roger as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Laurence Dors as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Reelect Pierre Hessler as Censor | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Reelect Geoff Unwin as Censor | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Extraordinary Business | | Mgmt | | No | | | | |
| | | | | |
17 | | Approve Reduction in Share Capital via Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Authorize Capitalization of Reserves of Up to EUR 1.5 Billion for Bonus Issue or Increase in Par Value | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Set Global Limit for Capital Increase to Result from Issuance Requests under Items 20 to 26 at EUR 500 Million and under Items 21 to 26 at EUR 185 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 500 Million | | Mgmt | | Yes | | For | | Against |
| | | | | |
21 | | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 185 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
22 | | Approve Issuance of Shares for a Private Placement up to Aggregate Nominal Amount of EUR 185 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
23 | | Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above | | Mgmt | | Yes | | For | | For |
| | | | | |
24 | | Authorize Board to Set Issue Price for 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
25 | | Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Acquisitions | | Mgmt | | Yes | | For | | For |
| | | | | |
26 | | Authorize Capital Increase of Up to EUR 185 Million for Future Exchange Offers | | Mgmt | | Yes | | For | | For |
Page 32 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
27 | | Approve Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
28 | | Amend Articles 14 and 19 of Bylaws Re: Chairman of the board | | Mgmt | | Yes | | For | | For |
| | | | | |
29 | | Authorize Filing of Required Documents/Other Formalities | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 40,670 | | 40,670 |
| | | | Totals: | | 40,670 | | 40,670 |
| | | | | | | | |
| | |
Cheung Kong (Holdings) Limited | | Meeting Date |
| |
| | 27-May-10 |
Ticker: N/A | | |
CUSIP: Y13213106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
3a | | Elect Li Tzar Kuoi, Victor as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Elect Ip Tak Chuen, Edmond as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3c | | Elect Chiu Kwok Hung, Justin as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3d | | Elect Chow Kun Chee, Roland as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3e | | Elect Yeh Yuan Chang, Anthony as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3f | | Elect Chow Nin Mow, Albert as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3g | | Elect Wong Yick-ming, Rosanna as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Appoint Deloitte Touche Tohmatsu as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5a | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
5b | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
5c | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 316,000 | | 316,000 |
| | | | Totals: | | 316,000 | | 316,000 |
| | | | | | | | |
| | |
Deutsche Boerse AG | | Meeting Date |
| |
| | 27-May-10 |
Ticker: N/A | | |
CUSIP: D1882G119
Page 33 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Receive Financial Statements and Statutory Reports for Fiscal 2009 (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
2 | | Approve Allocation of Income and Dividends of EUR 2.10 per Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Discharge of Management Board for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Approve Discharge of Supervisory Board for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Approve Remuneration System for Management Board Members | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Approve EUR 27.8 Million Capital Increase without Preemptive Rights | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7 | | Approve Creation of EUR 19.5 Million Pool of Capital with Preemptive Rights | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8 | | Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares; Authorize Use of Financial Derivatives When Repurchasing Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9 | | Approve Affiliation Agreement with Clearstream Banking AG | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10a | | Amend Articles Re: Electronic Voting at General Meeting due to New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10b | | Amend Articles Re: Exercise of Voting Rights at General Meeting due to New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
11 | | Ratify KPMG AG as Auditors for Fiscal 2010 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | AutoApproved | | 48,050 | | 48,050 |
| | | | Totals: | | 48,050 | | 48,050 |
| | | | | | | | |
| | |
Sino-Forest Corporation | | Meeting Date |
| |
| | 31-May-10 |
Ticker: TRE | | |
CUSIP: 82934H101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect allen T.Y. Chan, William E. Ardell, James M.E. Hyde, Edmund Mak, Judson Martin, Simon Murray and Peter Wang as Directors | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
2 | | Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 138,600 | | 138,600 |
| | | | Totals: | | 138,600 | | 138,600 |
| | | | | | | | |
Page 34 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | |
Henderson Land Development Co. Ltd. | | Meeting Date |
| |
| | 01-Jun-10 |
Ticker: N/A | | |
CUSIP: Y31476107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
3a | | Reelect Lee King Yue as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Reelect Li Ning as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3c | | Reelect Lee Tat Man as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
3d | | Reelect Po-shing Woo as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3e | | Reelect Gordon Kwong Che Keung as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3f | | Reelect Ko Ping Keung as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5a | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
5b | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
5c | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
5d | | Approve Increase in Authorized Share Capital from HK$5.2 Billion to HK$10 Billion by the Creation of 2.4 Billion New Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 632,000 | | 632,000 |
| | | | Totals: | | 632,000 | | 632,000 |
| | | | | | | | |
| | |
Henderson Land Development Co. Ltd. | | Meeting Date |
| |
| | 01-Jun-10 |
Ticker: N/A | | |
CUSIP: Y31476107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Bonus Warrants Issue | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 632,000 | | 632,000 |
| | | | Totals: | | 632,000 | | 632,000 |
| | | | | | | | |
Page 35 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | |
Telefonica S.A. | | Meeting Date |
| |
| | 02-Jun-10 |
Ticker: N/A | | |
CUSIP: 879382109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Individual and Consolidated Financial Statements, Statutory Reports, Allocation of Income, and Discharge Directors for Fiscal Year 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Distribution of Dividend Charged to Unrestricted Reserves | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Authorize Repurchase of Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Authorize Issuance of Convertible Bonds and Other Debt Securities Without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reelect Auditors for Fiscal Year 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Authorize Board to Ratify and Execute Approved Resolutions | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 138,880 | | 138,880 |
| | | | Totals: | | 138,880 | | 138,880 |
| | | | | | | | |
| | |
TENARIS SA | | Meeting Date |
| |
| | 02-Jun-10 |
Ticker: N/A | | |
CUSIP: L90272102
Did not vote due to share blocking
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Annual Meeting | | Mgmt | | No | | | | |
| | | | | |
1 | | Receive and Approve Directors’ and Auditors’ Reports | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Accept Consolidated Financial Statements for Fiscal 2007, 2008, and 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Accept Financial Statements for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Approve Allocation of Income and Dividends of USD 0.34 per Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Approve Discharge of Directors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Reelect Roberto Bonatti, Carlos Condorelli, Carlos Franck, Roberto Monti, Gianfelice Mario Rocca, Paolo Rocca, Jaime Serra Puche, Alberto valsecchi, Amadeo Vazquez y Vazquez, and Guillermo Vogel as Directors (Bundled) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7 | | Approve Remuneration of Directors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8 | | Approve PricewaterhouseCoopers Auditors and Fix Their Remuneration | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9 | | Approve Share Repurchase Program | | Mgmt | | Yes | | For | | Do Not Vote |
Page 36 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
10 | | Allow Electronic Distribution of Company Communications | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | AutoApproved | | 0 | | 0 |
| | | | Totals: | | 0 | | 0 |
| | | | | | | | |
| | |
China Life Insurance Co. Limited | | Meeting Date |
| |
| | 04-Jun-10 |
Ticker: N/A | | |
CUSIP: Y1477R204
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Report of the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Report of the Supervisory Committee | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Profit Distribution and Cash Dividend Distribution Plan for 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reappoint PricewaterhouseCoopers Zhong Tian Certified Public Accountants Limited Company and PricewaterhouseCoopers as PRC and International Auditors, Respectively, and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Anthony Francis Neoh as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Renewal of Liability Insurance for Directors and Senior Management Officers | | Mgmt | | Yes | | For | | Against |
| | | | | |
8 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 115932.1 | | Confirmed | | 66,300 | | 66,300 |
| | | | Totals: | | 66,300 | | 66,300 |
| | | | | | | | |
| | |
Temenos Group AG | | Meeting Date |
| |
| | 04-Jun-10 |
Ticker: N/A | | |
CUSIP: H8547Q107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports, Including Remuneration Report | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Approve Allocation of Income and Omission of Dividends | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Discharge of Board and Senior Management | | Mgmt | | Yes | | For | | Do Not Vote |
Page 37 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
4 | | Approve Creation of CHF 129.2 Million Pool of Capital without Preemptive Rights | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Amend Conditional Capital | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Reelect Andreas Andreades as Director | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7 | | Ratify PricewaterhouseCoopers SA as Auditors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | AutoApproved | | 188,600 | | 188,600 |
| | | | Totals: | | 188,600 | | 188,600 |
| | | | | | | | |
| | |
Prudential plc | | Meeting Date |
| |
| | 07-Jun-10 |
Ticker: N/A | | |
CUSIP: G72899100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Remuneration Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Re-elect Michael Garrett as Director | | Mgmt | | Yes | | For | | Against |
| | | | | |
4 | | Re-elect Bridget Macaskill as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Clark Manning as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect Barry Stowe as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Nic Nicandrou as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Rob Devey as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reappoint KPMG Audit plc as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorise Board to Fix Remuneration of Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Authorise EU Political Donations and Expenditure | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
14 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
15 | | Authorise Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Authorise Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Authorise the Company to Call EGM with Two Weeks’ Notice | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 565,900 | | 565,900 |
| | | | Totals: | | 565,900 | | 565,900 |
| | | | | | | | |
Page 38 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | |
Prudential plc | | Meeting Date |
| |
| | 07-Jun-10 |
Ticker: N/A | | |
CUSIP: G72899100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Establish Prudential Group plc as the New Ultimate Holding Company of the Prudential Group | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Authorise Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Approve Performance Share Plan, Business Unit Performance Plans and M&G Executive Long Term Incentive Plan 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve UK Savings-Related Share Option Scheme, Irish SAYE Scheme, International Employees SAYE Scheme, International (Non-Employees) SAYE Scheme, Share Incentive Plan, Europe Share Participation Plan, Share Option Plan and Momentum Retention Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Authorise Establishment of Additional Employee Share Schemes for the Benefit of Overseas Employees | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 565,900 | | 565,900 |
| | | | Totals: | | 565,900 | | 565,900 |
| | | | | | | | |
| | |
Prudential plc | | Meeting Date |
| |
| | 07-Jun-10 |
Ticker: N/A | | |
CUSIP: G72899100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Court Meeting | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Scheme of Arrangement | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 565,900 | | 565,900 |
| | | | Totals: | | 565,900 | | 565,900 |
| | | | | | | | |
| | |
SAP AG | | Meeting Date |
| |
| | 08-Jun-10 |
Ticker: N/A | | |
CUSIP: D66992104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Receive Financial Statements and Statutory Reports for Fiscal 2009 (Non-Voting) | | Mgmt | | No | | | | |
Page 39 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
2 | | Approve Allocation of Income and Dividends of EUR 0.50 per Share | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Approve Discharge of Management Board for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Approve Discharge of Supervisory Board for Fiscal 2009 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | Approve Remuneration System for Management Board Members | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Ratify KPMG AG as Auditors for Fiscal 2010 | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7 | | Amend Articles to Reflect Changes in Capital | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8.1 | | Amend Articles Re: Convocation of General Meeting due to New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8.2 | | Amend Articles Re: Registration for General Meeting due to New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8.3 | | Amend Articles Re: Electronic Participation in General Meeting due to New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8.4 | | Amend Articles Re: Postal and Electronic Voting at General Meeting due to New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8.5 | | Amend Articles Re: Proxy Voting at General Meeting due to New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8.6 | | Amend Articles Re: Audio and Video Transmission of General Meeting due to New German Legislation (Law on Transposition of EU Shareholder’s Rights Directive) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.1 | | Approve Cancellation of Authorized Capital I and Authorized Capital II | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.2 | | Approve Creation of EUR 250 Million Pool of Capital with Preemptive Rights | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.3 | | Approve Creation of EUR 250 Million Pool of Capital without Preemptive Rights | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10 | | Approve Creation of EUR 30 Million Pool of Capital without Preemptive Rights for Issue of Shares Pursuant to Employee Stock Option Plan | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
11 | | Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
12 | | Approve Remuneration of Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | AutoApproved | | 77,770 | | 77,770 |
| | | | Totals: | | 77,770 | | 77,770 |
| | | | | | | | |
| | |
Tingyi (Cayman Islands) Holding Corp. | | Meeting Date |
| |
| | 09-Jun-10 |
Ticker: N/A | | |
CUSIP: G8878S103
Page 40 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Final Dividend | | Mgmt | | Yes | | For | | For |
| | | | | |
3a1 | | Reelect Takeshi Ida as Director and Authorize Board to Fix His Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
3a2 | | Reelect Wei Ying-Chiao as Director and Authorize Board to Fix His Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
3a3 | | Reelect Lee Tiong-Hock as Director and Authorize Board to Fix His Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
3b | | Elect Michihiko Ota as Director and Authorize Board to Fix His Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint Mazars CPA Ltd. as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 1,102,000 | | 1,102,000 |
| | | | Totals: | | 1,102,000 | | 1,102,000 |
| | | | | | | | |
| | |
Wynn Macau Ltd. | | Meeting Date |
| |
| | 10-Jun-10 |
Ticker: N/A | | |
CUSIP: G98149100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2a | | Reelect Ian Michael Coughlan as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2b | | Reelect Marc D. Schorr as Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2c | | Reelect Jeffrey Kin-fung Lam as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2d | | Authorize Board to Fix Remuneration of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reappoint Ernst & Young as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Authorize Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Refreshment of Mandate Limit Under Share Option Scheme | | Mgmt | | Yes | | For | | For |
Page 41 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 2,045,200 | | 2,045,200 |
| | | | Totals: | | 2,045,200 | | 2,045,200 |
| | | | | | | | |
| | |
Nissin Kogyo | | Meeting Date |
| |
| | 18-Jun-10 |
Ticker: 7230 | | |
CUSIP: J58074105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Akihiro Kubo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Katsutoshi Ueda | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Hiroyuki Suganuma | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Hideaki Yanagisawa | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Keiji Himori | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Junichi Beppu | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Akihiko Kishimoto | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Masahiro Himura | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Naotoshi Tamai | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Appoint Statutory Auditor Eiichi Matsumoto | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 193,900 | | 193,900 |
| | | | Totals: | | 193,900 | | 193,900 |
| | | | | | | | |
| | |
Tokyo Electron Ltd. | | Meeting Date |
| |
| | 18-Jun-10 |
Ticker: 8035 | | |
CUSIP: J86957115
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Tetsurou Higashi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Tetsuo Tsuneishi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Kiyoshi Satou | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Hiroshi Takenaka | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Masao Kubodera | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Haruo Iwatsu | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Hirofumi Kitayama | | Mgmt | | Yes | | For | | For |
Page 42 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
1.8 | | Elect Director Kenji Washino | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Hikaru Itou | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Takashi Nakamura | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Hiroshi Inoue | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Masahiro Sakane | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Appoint Statutory Auditor Mamoru Hara | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 120,100 | | 120,100 |
| | | | Totals: | | 120,100 | | 120,100 |
| | | | | | | | |
| | |
Mitsui & Co. | | Meeting Date |
| |
| | 23-Jun-10 |
Ticker: 8031 | | |
CUSIP: J44690139
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Allocation of Income, with a Final Dividend of JPY 11 | | Mgmt | | Yes | | For | | For |
| | | | | |
2.1 | | Elect Director Shoei Utsuda | | Mgmt | | Yes | | For | | For |
| | | | | |
2.2 | | Elect Director Masami Iijima | | Mgmt | | Yes | | For | | For |
| | | | | |
2.3 | | Elect Director Ken Abe | | Mgmt | | Yes | | For | | For |
| | | | | |
2.4 | | Elect Director Junichi Matsumoto | | Mgmt | | Yes | | For | | For |
| | | | | |
2.5 | | Elect Director Seiichi Tanaka | | Mgmt | | Yes | | For | | For |
| | | | | |
2.6 | | Elect Director Norinao Iio | | Mgmt | | Yes | | For | | For |
| | | | | |
2.7 | | Elect Director Takao Omae | | Mgmt | | Yes | | For | | For |
| | | | | |
2.8 | | Elect Director Masayoshi Komai | | Mgmt | | Yes | | For | | For |
| | | | | |
2.9 | | Elect Director Daisuke Saiga | | Mgmt | | Yes | | For | | For |
| | | | | |
2.10 | | Elect Director Nobuko Matsubara | | Mgmt | | Yes | | For | | For |
| | | | | |
2.11 | | Elect Director Ikujiro Nonaka | | Mgmt | | Yes | | For | | For |
| | | | | |
2.12 | | Elect Director Hiroshi Hirabayashi | | Mgmt | | Yes | | For | | For |
| | | | | |
2.13 | | Elect Director Toshiro Muto | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Appoint Statutory Auditor Naoto Nakamura | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 196,000 | | 196,000 |
| | | | Totals: | | 196,000 | | 196,000 |
| | | | | | | | |
Page 43 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | |
TECNICAS REUNIDAS S.A. | | Meeting Date |
| |
| | 23-Jun-10 |
Ticker: N/A | | |
CUSIP: E9055J108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Individual Financial Statements and Statutory Reports for Fiscal Year Ended December 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Consolidated Financial Statements and Statutory Reports for Fiscal Year ended Dec. 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income for Fiscal Year 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Discharge of Directors for Fiscal Year 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Re-elect Auditors of Individual and Consolidated Accounts for Fiscal Year 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Amend Article 30 of Company Bylaws | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Receive Changes to Board of Directors’ Guidelines | | Mgmt | | No | | | | None |
| | | | | |
8 | | Fix Number of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Ratify Diego Del Alcazar y Silvela as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Authorize Repurchase of Shares; Void Unused Previous Authorization | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Authorize the Board to Establish and Fund Associations or Foundations in Accordance with the Prevailing Regulations | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Fix Remuneration of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Authorize Board to Ratify and Execute Approved Resolutions | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 67,590 | | 67,590 |
| | | | Totals: | | 67,590 | | 67,590 |
| | | | | | | | |
| | |
China Construction Bank Corporation | | Meeting Date |
| |
| | 24-Jun-10 |
Ticker: N/A | | |
CUSIP: Y1397N101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Class Meeting for H Shareholders | | Mgmt | | No | | | | |
| | | | | |
| | Special Business | | Mgmt | | No | | | | |
| | | | | |
1a | | Approve Type and Nominal Value of Rights Shares in Relation to the A Share and H Share Issue | | Mgmt | | Yes | | For | | For |
| | | | | |
1b | | Approve Proportion and Number of Shares to be Issued in Relation to the A Share and H Share Issue | | Mgmt | | Yes | | For | | For |
| | | | | |
1c | | Approve Subscription Price of the Rights Issue in Relation to the A Share and H Share Issue | | Mgmt | | Yes | | For | | For |
Page 44 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
1d | | Approve Target Subscribers in Relation to the A Share and H Share Issue | | Mgmt | | Yes | | For | | For |
| | | | | |
1e | | Approve Use of Proceeds in Relation to the A Share and H Share Issue | | Mgmt | | Yes | | For | | For |
| | | | | |
1f | | Approve Arrangement For the Accumulated Undistributed Profits of the Bank Prior to the Rights Issue | | Mgmt | | Yes | | For | | For |
| | | | | |
1g | | Approve Effective Period of the Resolution in Relation to the A Share and H Share Issue | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 4,080,000 | | 4,080,000 |
| | | | Totals: | | 4,080,000 | | 4,080,000 |
| | | | | | | | |
| | |
China Construction Bank Corporation | | Meeting Date |
| |
| | 24-Jun-10 |
Ticker: N/A | | |
CUSIP: Y1397N101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Accept Report of the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Report of the Board of Supervisors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Fixed Asset Investment Budget For 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Profit Distribution Plan For 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Final Emoluments Distribution Plan For Directors and Supervisors | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Appoint Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Special Business | | Mgmt | | No | | | | |
| | | | | |
8a | | Approve Type and Nominal Value of Rights Shares in Relation to the A Share and H Share Issue | | Mgmt | | Yes | | For | | For |
| | | | | |
8b | | Approve Proportion and Number of Shares to be Issued in Relation to the A Share and H Share Issue | | Mgmt | | Yes | | For | | For |
| | | | | |
8c | | Approve Subscription Price of Rights Issue in Relation to the A Share and H Share Issue | | Mgmt | | Yes | | For | | For |
| | | | | |
8d | | Approve Target Subscribers in Relation to the A Share and H Share Issue | | Mgmt | | Yes | | For | | For |
| | | | | |
8e | | Approve Use of Proceeds in Relation to the A Share and H Share Issue | | Mgmt | | Yes | | For | | For |
| | | | | |
8f | | Approve Arrangement For Accumulated Undistributed Profits of | | Mgmt | | Yes | | For | | For |
| | | | | |
| | the Bank Prior to the Rights Issue | | | | | | | | |
| | | | | |
8g | | Approve Effective Period of the Resolution in Relation to the A Share and H Share Issue | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Authorization For the Rights Issue of A Shares and H Shares | | Mgmt | | Yes | | For | | For |
Page 45 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
10 | | Approve Feasibility Report on the Proposed Use of Proceeds Raised from the Rights Issue of A Shares and H Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve Report on the Use of Proceeds From the Previous A Share Issue | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Approve Mid-Term Plan of Capital Management | | Mgmt | | Yes | | For | | For |
| | | | | |
13a | | Elect Guo Shuqing as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13b | | Elect Zhang Jianguo as Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13c | | Elect Lord Peter Levene as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13d | | Elect Jenny Shipley as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13e | | Elect Elaine La Roche as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13f | | Elect Wong Kai-Man as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13g | | Elect Sue Yang as Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13h | | Elect Yam Chi Kwong, Joseph as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13i | | Elect Zhao Xijun as Independent Non-Executive Director | | Mgmt | | Yes | | For | | For |
| | | | | |
14a | | Elect Xie Duyang as Shareholder Representative Supervisor | | Mgmt | | Yes | | For | | For |
| | | | | |
14b | | Elect Liu Jin as Shareholder Representative Supervisor | | Mgmt | | Yes | | For | | For |
| | | | | |
14c | | Elect Guo Feng as External Supervisor | | Mgmt | | Yes | | For | | For |
| | | | | |
14d | | Elect Dai Deming as External Supervisor | | Mgmt | | Yes | | For | | For |
| | | | | |
14e | | Elect Song Fengming as Shareholder Representative Supervisor | | Mgmt | | Yes | | For | | For |
| | | | | |
15a | | Elect Zhu Xiaohuang as Executive Director | | SH | | Yes | | None | | For |
| | | | | |
15b | | Elect Wang Shumin as Non-Executive Director | | SH | | Yes | | None | | For |
| | | | | |
15c | | Elect Wang Yong as Non-Executive Director | | SH | | Yes | | None | | For |
| | | | | |
15d | | Elect Li Xiaoling as Non-Executive Director | | SH | | Yes | | None | | For |
| | | | | |
15e | | Elect Zhu Zhenmin as Non-Executive Director | | SH | | Yes | | None | | For |
| | | | | |
15f | | Elect Lu Xiaoma as Non-Executive Director | | SH | | Yes | | None | | For |
| | | | | |
15g | | Elect Chen Yuanling as Non-Executive Director | | SH | | Yes | | None | | For |
| | | | | |
16 | | Amend Rules of Procedure Re: Delegation of Authorities by the Shareholder’s General Meeting to the Board | | SH | | Yes | | None | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 4,080,000 | | 4,080,000 |
| | | | Totals: | | 4,080,000 | | 4,080,000 |
| | | | | | | | |
| | |
Honda Motor Co. Ltd. | | Meeting Date |
| |
| | 24-Jun-10 |
Ticker: 7267 | | |
CUSIP: J22302111
Page 46 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Allocation of Income, with a Final Dividend of JPY 12 | | Mgmt | | Yes | | For | | For |
| | | | | |
2.1 | | Elect Director Takanobu Itou | | Mgmt | | Yes | | For | | For |
| | | | | |
2.2 | | Elect Director Kouichi Kondou | | Mgmt | | Yes | | For | | For |
| | | | | |
2.3 | | Elect Director Shigeru Takagi | | Mgmt | | Yes | | For | | For |
| | | | | |
2.4 | | Elect Director Akio Hamada | | Mgmt | | Yes | | For | | For |
| | | | | |
2.5 | | Elect Director Tetsuo Iwamura | | Mgmt | | Yes | | For | | For |
| | | | | |
2.6 | | Elect Director Tatsuhiro Ohyama | | Mgmt | | Yes | | For | | For |
| | | | | |
2.7 | | Elect Director Fumihiko Ike | | Mgmt | | Yes | | For | | For |
| | | | | |
2.8 | | Elect Director Masaya Yamashita | | Mgmt | | Yes | | For | | For |
| | | | | |
2.9 | | Elect Director Kensaku Hougen | | Mgmt | | Yes | | For | | For |
| | | | | |
2.10 | | Elect Director Nobuo Kuroyanagi | | Mgmt | | Yes | | For | | For |
| | | | | |
2.11 | | Elect Director Takeo Fukui | | Mgmt | | Yes | | For | | For |
| | | | | |
2.12 | | Elect Director Hiroshi Kobayashi | | Mgmt | | Yes | | For | | For |
| | | | | |
2.13 | | Elect Director Shou Minekawa | | Mgmt | | Yes | | For | | For |
| | | | | |
2.14 | | Elect Director Takuji Yamada | | Mgmt | | Yes | | For | | For |
| | | | | |
2.15 | | Elect Director Youichi Houjou | | Mgmt | | Yes | | For | | For |
| | | | | |
2.16 | | Elect Director Tsuneo Tanai | | Mgmt | | Yes | | For | | For |
| | | | | |
2.17 | | Elect Director Hiroyuki Yamada | | Mgmt | | Yes | | For | | For |
| | | | | |
2.18 | | Elect Director Tomohiko Kawanabe | | Mgmt | | Yes | | For | | For |
| | | | | |
2.19 | | Elect Director Masahiro Yoshida | | Mgmt | | Yes | | For | | For |
| | | | | |
2.20 | | Elect Director Seiji Kuraishi | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Annual Bonus Payment to Directors and Statutory Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 154,300 | | 154,300 |
| | | | Totals: | | 154,300 | | 154,300 |
| | | | | | | | |
| | |
Mitsubishi Corp. | | Meeting Date |
| |
| | 24-Jun-10 |
Ticker: 8058 | | |
CUSIP: J43830116
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Allocation of Income, with a Final Dividend of JPY 21 | | Mgmt | | Yes | | For | | For |
| | | | | |
2.1 | | Elect Director Yorihiko Kojima | | Mgmt | | Yes | | For | | For |
| | | | | |
2.2 | | Elect Director Ken Kobayashi | | Mgmt | | Yes | | For | | For |
Page 47 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
2.3 | | Elect Director Ryouichi Ueda | | Mgmt | | Yes | | For | | For |
| | | | | |
2.4 | | Elect Director Masahide Yano | | Mgmt | | Yes | | For | | For |
| | | | | |
2.5 | | Elect Director Hideyuki Nabeshima | | Mgmt | | Yes | | For | | For |
| | | | | |
2.6 | | Elect Director Hideto Nakahara | | Mgmt | | Yes | | For | | For |
| | | | | |
2.7 | | Elect Director Tsuneo Iyobe | | Mgmt | | Yes | | For | | For |
| | | | | |
2.8 | | Elect Director Kiyoshi Fujimura | | Mgmt | | Yes | | For | | For |
| | | | | |
2.9 | | Elect Director Yasuo Nagai | | Mgmt | | Yes | | For | | For |
| | | | | |
2.10 | | Elect Director Mikio Sasaki | | Mgmt | | Yes | | For | | For |
| | | | | |
2.11 | | Elect Director Tamotsu Nomakuchi | | Mgmt | | Yes | | For | | Against |
| | | | | |
2.12 | | Elect Director Kunio Itou | | Mgmt | | Yes | | For | | For |
| | | | | |
2.13 | | Elect Director Kazuo Tsukuda | | Mgmt | | Yes | | For | | Against |
| | | | | |
2.14 | | Elect Director Ryouzou Katou | | Mgmt | | Yes | | For | | For |
| | | | | |
2.15 | | Elect Director Hidehiro konno | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Appoint Statutory Auditor Yukio Ueno | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Annual Bonus Payment to Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Set Amounts for Retirement Bonus Reserve Funds for Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Deep Discount Stock Option Plan and Adjustment to Aggregate Compensation Ceiling for Directors | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 331,500 | | 331,500 |
| | | | Totals: | | 331,500 | | 331,500 |
| | | | | | | | |
| | |
Konami Corp. | | Meeting Date |
| |
| | 29-Jun-10 |
Ticker: 9766 | | |
CUSIP: J35996107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Kagemasa Kouzuki | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Noriaki Yamaguchi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Kimihiko Higashio | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Takuya Kouzuki | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Tomokazu Godai | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Hiroyuki Mizuno | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Akira Genma | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Takeover Defense Plan (Poison Pill) | | Mgmt | | Yes | | For | | Against |
Page 48 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 180,900 | | 180,900 |
| | | | Totals: | | 180,900 | | 180,900 |
| | | | | | | | |
| | |
Mitsubishi Electric Corp. | | Meeting |
| | Date |
| |
| | 29-Jun-10 |
Ticker: 6503 | | |
CUSIP: J43873116
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Setsuhiro Shimomura | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Kenichiro Yamanishi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Masanori Saito | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Hiroki Yoshimatsu | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Noritomo Hashimoto | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Ryosuke Fujimoto | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Masaki Sakuyama | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Hiroyoshi Murayama | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Shunji Yanai | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Osamu Shigeta | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Mikio Sasaki | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Shigemitsu Miki | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 786,000 | | 786,000 |
| | | | Totals: | | 786,000 | | 786,000 |
| | | | | | | | |
| | |
Shin-Etsu Chemical Co. Ltd. | | Meeting |
| | Date |
| |
| | 29-Jun-10 |
Ticker: 4063 | | |
CUSIP: J72810120
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Allocation of Income, with a Final Dividend of JPY 50 | | Mgmt | | Yes | | For | | For |
| | | | | |
2.1 | | Elect Director Chihiro Kanagawa | | Mgmt | | Yes | | For | | For |
| | | | | |
2.2 | | Elect Director Shunzo Mori | | Mgmt | | Yes | | For | | For |
| | | | | |
2.3 | | Elect Director Fumio Akiya | | Mgmt | | Yes | | For | | For |
| | | | | |
2.4 | | Elect Director Kiichi Habata | | Mgmt | | Yes | | For | | For |
Page 49 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
2.5 | | Elect Director Masashi Kaneko | | Mgmt | | Yes | | For | | For |
| | | | | |
2.6 | | Elect Director Fumio Arai | | Mgmt | | Yes | | For | | For |
| | | | | |
2.7 | | Elect Director Masahiko Todoroki | | Mgmt | | Yes | | For | | For |
| | | | | |
2.8 | | Elect Director Toshiya Akimoto | | Mgmt | | Yes | | For | | For |
| | | | | |
2.9 | | Elect Director Hiroshi Komiyama | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Appoint Statutory Auditor Yoshihito Kosaka | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Takeover Defense Plan (Poison Pill) | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | Confirmed | | 80,100 | | 80,100 |
| | | | Totals: | | 80,100 | | 80,100 |
| | | | | | | | |
| | |
Qiagen NV | | Meeting |
| | Date |
| |
| | 30-Jun-10 |
Ticker: N/A | | |
CUSIP: N72482107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Annual Meeting | | Mgmt | | No | | | | |
| | | | | |
1 | | Open Meeting | | Mgmt | | No | | | | |
| | | | | |
2 | | Receive Report of Management Board (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
3 | | Receive Report of Supervisory Board (Non-Voting) | | Mgmt | | No | | | | |
| | | | | |
4 | | Discussion on Company’s Corporate Governance Structure | | Mgmt | | No | | | | |
| | | | | |
5 | | Approve Financial Statements | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Receive Explanation on Company’s Reserves and Dividend Policy | | Mgmt | | No | | | | |
| | | | | |
7 | | Approve Discharge of Management Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8 | | Approve Discharge of Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.a | | Reelect Detlev Riesner to Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.b | | Reelect Werner Brandt to Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.c | | Reelect Metin Colpan to Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.d | | Reelect Erik Hornnaess to Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.e | | Reelect Manfred Karobath to Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9.f | | Reelect Heino von Prondzynski to Supervisory Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10.a | | Reelect Peer Schatz to Executive Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10.b | | Reelect Roland Sackers to Executive Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10.c | | Reelect Joachim Schorr to Executive Board | | Mgmt | | Yes | | For | | Do Not Vote |
Page 50 of 51
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 96 Ivy Funds VIP International Growth | |  |
| | | | | | | | | | |
| | | | | |
10.d | | Reelect Bernd Uder to Executive Board | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
11 | | Ratify Ernst and Young as Auditors | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
12 | | Authorize Repurchase of Up to Ten Percent of Issued Share Capital | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
13 | | Allow Questions | | Mgmt | | No | | | | |
| | | | | |
14 | | Close Meeting | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
96 Ivy Funds VIP International Growth, 96 | | 610593117 | | AutoApproved | | 122,280 | | 122,280 |
| | | | Totals: | | 122,280 | | 122,280 |
| | | | | | | | |
Page 51 of 51
IVY FUNDS VIP MICRO CAP GROWTH
Proxy Voting Record
Annual Proxy Voting Report
July 1, 2009 - June 30, 2010
Ivy Funds VIP Micro Cap Growth
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Custodian Account Number | | Company Name (Security) | | Ticker | | CUSIP | | Meeting Date | | Shares Available to Vote | | Shares Voted | | Proponet | | Item Number | | Proposal Code Description | | Management Recommen- dation | | Policy Recommen- dation | | Vote Instruction | | Voted_YN |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | | | Header | | None | | None | | None | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 1.8 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 1.9 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 1.10 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 2 | | Approve Aud and their Remuneration | | For | | For | | For | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 3 | | Amend Stock Option Plan | | For | | For | | For | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 4 | | Amend Stock Option Plan | | For | | For | | For | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 5 | | Amend Stock Option Plan | | For | | For | | For | | Yes |
126397.1 | | Westport Innovations Inc. | | WPT | | 960908309 | | 16-Jul-09 | | 92300 | | 92300 | | Management | | 6 | | Amend Restricted Stock Plan | | For | | For | | For | | Yes |
126397.1 | | OPNET Technologies, Inc. | | OPNT | | 683757108 | | 20-Jul-09 | | 5700 | | 5700 | | Management | | 1 | | Amend Employee Stock Purchase Plan | | For | | For | | For | | Yes |
126397.1 | | COMSCORE INC | | SCOR | | 20564W105 | | 29-Jul-09 | | 18600 | | 18600 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | COMSCORE INC | | SCOR | | 20564W105 | | 29-Jul-09 | | 18600 | | 18600 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | COMSCORE INC | | SCOR | | 20564W105 | | 29-Jul-09 | | 18600 | | 18600 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Demandtec, Inc | | DMAN | | 24802R506 | | 05-Aug-09 | | 38700 | | 38700 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Demandtec, Inc | | DMAN | | 24802R506 | | 05-Aug-09 | | 38700 | | 38700 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Demandtec, Inc | | DMAN | | 24802R506 | | 05-Aug-09 | | 38700 | | 38700 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | | | Header | | None | | None | | None | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | | | Header | | None | | None | | None | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 2 | | Approve Remuneration of Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 2 | | Approve Remuneration of Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 3 | | Approve Remuneration of Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 3 | | Approve Remuneration of Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 4 | | Approve Remuneration of Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 4 | | Approve Remuneration of Directors | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 5 | | Approve Aud and their Remuneration | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 5 | | Approve Aud and their Remuneration | | For | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 6 | | Indicate Personal Interest in Proposed Agenda Item | | None | | For | | For | | Yes |
126397.1 | | RRSat Global Communications Network Ltd. | | RRST | | M8183P102 | | 05-Aug-09 | | 26400 | | 26400 | | Management | | 6 | | Indicate Personal Interest in Proposed Agenda Item | | None | | For | | For | | Yes |
126397.1 | | Abiomed, Inc. | | ABMD | | 003654100 | | 12-Aug-09 | | 39500 | | 39500 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Abiomed, Inc. | | ABMD | | 003654100 | | 12-Aug-09 | | 39500 | | 39500 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Abiomed, Inc. | | ABMD | | 003654100 | | 12-Aug-09 | | 39500 | | 39500 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Abiomed, Inc. | | ABMD | | 003654100 | | 12-Aug-09 | | 39500 | | 39500 | | Management | | 2 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Abiomed, Inc. | | ABMD | | 003654100 | | 12-Aug-09 | | 39500 | | 39500 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Rentrak Corp. | | RENT | | 760174102 | | 20-Aug-09 | | 36000 | | 36000 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Rentrak Corp. | | RENT | | 760174102 | | 20-Aug-09 | | 36000 | | 36000 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Rentrak Corp. | | RENT | | 760174102 | | 20-Aug-09 | | 36000 | | 36000 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Rentrak Corp. | | RENT | | 760174102 | | 20-Aug-09 | | 36000 | | 36000 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Rentrak Corp. | | RENT | | 760174102 | | 20-Aug-09 | | 36000 | | 36000 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Rentrak Corp. | | RENT | | 760174102 | | 20-Aug-09 | | 36000 | | 36000 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Rentrak Corp. | | RENT | | 760174102 | | 20-Aug-09 | | 36000 | | 36000 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Rentrak Corp. | | RENT | | 760174102 | | 20-Aug-09 | | 36000 | | 36000 | | Management | | 1.8 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Rentrak Corp. | | RENT | | 760174102 | | 20-Aug-09 | | 36000 | | 36000 | | Management | | 2 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | CommVault Systems, Inc. | | CVLT | | 204166102 | | 26-Aug-09 | | 56500 | | 56500 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | CommVault Systems, Inc. | | CVLT | | 204166102 | | 26-Aug-09 | | 56500 | | 56500 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
126397.1 | | CommVault Systems, Inc. | | CVLT | | 204166102 | | 26-Aug-09 | | 56500 | | 56500 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | CommVault Systems, Inc. | | CVLT | | 204166102 | | 26-Aug-09 | | 56500 | | 56500 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | NetScout Systems, Inc. | | NTCT | | 64115T104 | | 09-Sep-09 | | 48500 | | 48500 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | NetScout Systems, Inc. | | NTCT | | 64115T104 | | 09-Sep-09 | | 48500 | | 48500 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | NetScout Systems, Inc. | | NTCT | | 64115T104 | | 09-Sep-09 | | 48500 | | 48500 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | OPNET Technologies, Inc. | | OPNT | | 683757108 | | 14-Sep-09 | | 5700 | | 5700 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | OPNET Technologies, Inc. | | OPNT | | 683757108 | | 14-Sep-09 | | 5700 | | 5700 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | OPNET Technologies, Inc. | | OPNT | | 683757108 | | 14-Sep-09 | | 5700 | | 5700 | | Management | | 2 | | Approve Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | OPNET Technologies, Inc. | | OPNT | | 683757108 | | 14-Sep-09 | | 5700 | | 5700 | | Management | | 3 | | Amend Employee Stock Purchase Plan | | For | | For | | For | | Yes |
126397.1 | | Micrus Endovascular Corporation | | MEND | | 59518V102 | | 15-Sep-09 | | 21700 | | 21700 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Micrus Endovascular Corporation | | MEND | | 59518V102 | | 15-Sep-09 | | 21700 | | 21700 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Micrus Endovascular Corporation | | MEND | | 59518V102 | | 15-Sep-09 | | 21700 | | 21700 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Micrus Endovascular Corporation | | MEND | | 59518V102 | | 15-Sep-09 | | 21700 | | 21700 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | 3PAR Inc. | | PAR | | 88580F109 | | 17-Sep-09 | | 24800 | | 24800 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | 3PAR Inc. | | PAR | | 88580F109 | | 17-Sep-09 | | 24800 | | 24800 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | 3PAR Inc. | | PAR | | 88580F109 | | 17-Sep-09 | | 24800 | | 24800 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | 3PAR Inc. | | PAR | | 88580F109 | | 17-Sep-09 | | 24800 | | 24800 | | Management | | 3 | | Amend Art/Bylaws/Chartr Non-Routine | | For | | For | | For | | Yes |
126397.1 | | Pharmasset, Inc. | | VRUS | | 71715N106 | | 23-Sep-09 | | 27500 | | 27500 | | Management | | 1 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Brigham Exploration Company | | BEXP | | 109178103 | | 07-Oct-09 | | 53000 | | 53000 | | Management | | 1 | | Increase Authorized Common Stock | | For | | For | | Against | | Yes |
126397.1 | | Brigham Exploration Company | | BEXP | | 109178103 | | 07-Oct-09 | | 53000 | | 53000 | | Management | | 2 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 1 | | Approve SPAC Transaction | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 2 | | Conversion Rights for SPAC | | None | | For | | Against | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 3 | | Approve Stock Option Plan Grants | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 4 | | Amend Art/Bylaws/Chartr Non-Routine | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 5 | | Amend Art/Bylaws/Chartr Non-Routine | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 6 | | Amend Art/Bylaws/Chartr Non-Routine | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 7 | | Change Company Name | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 8 | | Amend Art/Bylaws/Chartr Non-Routine | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 9 | | Amend Art/Bylaws/Chartr Non-Routine | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 10 | | Amend Art/Bylaws/Chartr Non-Routine | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 11 | | Company Specific Equity Related | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 12.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 12.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 12.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 12.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 12.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 12.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 12.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Western Liberty Bancorp | | WLBC | | 961443108 | | 07-Oct-09 | | 36400 | | 36400 | | Management | | 13 | | Adjourn Meeting | | For | | For | | For | | Yes |
126397.1 | | NetLogic Microsystems, Inc. | | NETL | | 64118B100 | | 23-Oct-09 | | 17200 | | 17200 | | Management | | 1 | | Issue Shares for Acquisition | | For | | For | | For | | Yes |
126397.1 | | NetLogic Microsystems, Inc. | | NETL | | 64118B100 | | 23-Oct-09 | | 17200 | | 17200 | | Management | | 2 | | Adjourn Meeting | | For | | For | | For | | Yes |
126397.1 | | Blue Coat Systems, Inc. | | BCSI | | 09534T508 | | 30-Oct-09 | | 19100 | | 19100 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Blue Coat Systems, Inc. | | BCSI | | 09534T508 | | 30-Oct-09 | | 19100 | | 19100 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Blue Coat Systems, Inc. | | BCSI | | 09534T508 | | 30-Oct-09 | | 19100 | | 19100 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Blue Coat Systems, Inc. | | BCSI | | 09534T508 | | 30-Oct-09 | | 19100 | | 19100 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Blue Coat Systems, Inc. | | BCSI | | 09534T508 | | 30-Oct-09 | | 19100 | | 19100 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Blue Coat Systems, Inc. | | BCSI | | 09534T508 | | 30-Oct-09 | | 19100 | | 19100 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Blue Coat Systems, Inc. | | BCSI | | 09534T508 | | 30-Oct-09 | | 19100 | | 19100 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Blue Coat Systems, Inc. | | BCSI | | 09534T508 | | 30-Oct-09 | | 19100 | | 19100 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Blue Coat Systems, Inc. | | BCSI | | 09534T508 | | 30-Oct-09 | | 19100 | | 19100 | | Management | | 3 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Blue Coat Systems, Inc. | | BCSI | | 09534T508 | | 30-Oct-09 | | 19100 | | 19100 | | Management | | 4 | | Amend Employee Stock Purchase Plan | | For | | For | | For | | Yes |
126397.1 | | Flotek Industries, Inc | | FTK | | 343389102 | | 09-Nov-09 | | 40300 | | 40300 | | Management | | 1 | | Increase Authorized Common Stock | | For | | For | | For | | Yes |
126397.1 | | Flotek Industries, Inc | | FTK | | 343389102 | | 09-Nov-09 | | 40300 | | 40300 | | Management | | 2 | | Approve Dividends | | For | | For | | For | | Yes |
126397.1 | | Flotek Industries, Inc | | FTK | | 343389102 | | 09-Nov-09 | | 40300 | | 40300 | | Management | | 3 | | Company Specific Equity Related | | For | | For | | For | | Yes |
126397.1 | | Flotek Industries, Inc | | FTK | | 343389102 | | 09-Nov-09 | | 40300 | | 40300 | | Management | | 4 | | Issue Warrants/Convertible Debent | | For | | For | | For | | Yes |
126397.1 | | Celadon Group, Inc. | | CGI | | 150838100 | | 13-Nov-09 | | 35500 | | 35500 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Celadon Group, Inc. | | CGI | | 150838100 | | 13-Nov-09 | | 35500 | | 35500 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Celadon Group, Inc. | | CGI | | 150838100 | | 13-Nov-09 | | 35500 | | 35500 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Celadon Group, Inc. | | CGI | | 150838100 | | 13-Nov-09 | | 35500 | | 35500 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Celadon Group, Inc. | | CGI | | 150838100 | | 13-Nov-09 | | 35500 | | 35500 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Celadon Group, Inc. | | CGI | | 150838100 | | 13-Nov-09 | | 35500 | | 35500 | | Management | | 2 | | Other Business | | For | | For | | For | | Yes |
126397.1 | | VanceInfo Technologies Inc. | | VIT | | 921564100 | | 13-Nov-09 | | 20200 | | 20200 | | Management | | | | Header | | None | | None | | None | | Yes |
126397.1 | | VanceInfo Technologies Inc. | | VIT | | 921564100 | | 13-Nov-09 | | 20200 | | 20200 | | Management | | 1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | VanceInfo Technologies Inc. | | VIT | | 921564100 | | 13-Nov-09 | | 20200 | | 20200 | | Management | | 2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | VanceInfo Technologies Inc. | | VIT | | 921564100 | | 13-Nov-09 | | 20200 | | 20200 | | Management | | 3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | VanceInfo Technologies Inc. | | VIT | | 921564100 | | 13-Nov-09 | | 20200 | | 20200 | | Management | | 4 | | Approve Aud and their Remuneration | | For | | For | | For | | Yes |
126397.1 | | VanceInfo Technologies Inc. | | VIT | | 921564100 | | 13-Nov-09 | | 20200 | | 20200 | | Management | | 5 | | Approve Aud and their Remuneration | | For | | For | | For | | Yes |
126397.1 | | VanceInfo Technologies Inc. | | VIT | | 921564100 | | 13-Nov-09 | | 20200 | | 20200 | | Management | | 6 | | Accept Fin Statmnts & Statut Rpts | | For | | For | | For | | Yes |
126397.1 | | VanceInfo Technologies Inc. | | VIT | | 921564100 | | 13-Nov-09 | | 20200 | | 20200 | | Management | | 7 | | Board to Execute Apprd Resolutions | | For | | For | | Against | | Yes |
126397.1 | | Natco Group, Inc. | | NTG | | | | 18-Nov-09 | | 12800 | | 12800 | | Management | | 1 | | Approve Merger Agreement | | For | | For | | For | | Yes |
126397.1 | | SmartHeat, Inc. | | HEAT | | 83172F104 | | 18-Nov-09 | | 21700 | | 21700 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | SmartHeat, Inc. | | HEAT | | 83172F104 | | 18-Nov-09 | | 21700 | | 21700 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | SmartHeat, Inc. | | HEAT | | 83172F104 | | 18-Nov-09 | | 21700 | | 21700 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | SmartHeat, Inc. | | HEAT | | 83172F104 | | 18-Nov-09 | | 21700 | | 21700 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | SmartHeat, Inc. | | HEAT | | 83172F104 | | 18-Nov-09 | | 21700 | | 21700 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
126397.1 | | SmartHeat, Inc. | | HEAT | | 83172F104 | | 18-Nov-09 | | 21700 | | 21700 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Pericom Semiconductor Corporation | | PSEM | | 713831105 | | 11-Dec-09 | | 38900 | | 38900 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Pericom Semiconductor Corporation | | PSEM | | 713831105 | | 11-Dec-09 | | 38900 | | 38900 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Pericom Semiconductor Corporation | | PSEM | | 713831105 | | 11-Dec-09 | | 38900 | | 38900 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Pericom Semiconductor Corporation | | PSEM | | 713831105 | | 11-Dec-09 | | 38900 | | 38900 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Pericom Semiconductor Corporation | | PSEM | | 713831105 | | 11-Dec-09 | | 38900 | | 38900 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Pericom Semiconductor Corporation | | PSEM | | 713831105 | | 11-Dec-09 | | 38900 | | 38900 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Pericom Semiconductor Corporation | | PSEM | | 713831105 | | 11-Dec-09 | | 38900 | | 38900 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Pericom Semiconductor Corporation | | PSEM | | 713831105 | | 11-Dec-09 | | 38900 | | 38900 | | Management | | 2 | | Approve Employee Stock Purchase Pln | | For | | For | | For | | Yes |
126397.1 | | Pericom Semiconductor Corporation | | PSEM | | 713831105 | | 11-Dec-09 | | 38900 | | 38900 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Aruba Networks, Inc. | | ARUN | | 043176106 | | 14-Dec-09 | | 44300 | | 44300 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Aruba Networks, Inc. | | ARUN | | 043176106 | | 14-Dec-09 | | 44300 | | 44300 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Aruba Networks, Inc. | | ARUN | | 043176106 | | 14-Dec-09 | | 44300 | | 44300 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Aruba Networks, Inc. | | ARUN | | 043176106 | | 14-Dec-09 | | 44300 | | 44300 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Aruba Networks, Inc. | | ARUN | | 043176106 | | 14-Dec-09 | | 44300 | | 44300 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Aruba Networks, Inc. | | ARUN | | 043176106 | | 14-Dec-09 | | 44300 | | 44300 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Aruba Networks, Inc. | | ARUN | | 043176106 | | 14-Dec-09 | | 44300 | | 44300 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Aruba Networks, Inc. | | ARUN | | 043176106 | | 14-Dec-09 | | 44300 | | 44300 | | Management | | 1.8 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Aruba Networks, Inc. | | ARUN | | 043176106 | | 14-Dec-09 | | 44300 | | 44300 | | Management | | 1.9 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Aruba Networks, Inc. | | ARUN | | 043176106 | | 14-Dec-09 | | 44300 | | 44300 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Rochester Medical Corp. | | ROCM | | 771497104 | | 28-Jan-10 | | 24900 | | 24900 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Rochester Medical Corp. | | ROCM | | 771497104 | | 28-Jan-10 | | 24900 | | 24900 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Rochester Medical Corp. | | ROCM | | 771497104 | | 28-Jan-10 | | 24900 | | 24900 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Rochester Medical Corp. | | ROCM | | 771497104 | | 28-Jan-10 | | 24900 | | 24900 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Rochester Medical Corp. | | ROCM | | 771497104 | | 28-Jan-10 | | 24900 | | 24900 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Rochester Medical Corp. | | ROCM | | 771497104 | | 28-Jan-10 | | 24900 | | 24900 | | Management | | 2 | | Approve Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Rochester Medical Corp. | | ROCM | | 771497104 | | 28-Jan-10 | | 24900 | | 24900 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Ruths Hospitality Group, Inc. | | RUTH | | 783332109 | | 09-Feb-10 | | 24400 | | 24400 | | Management | | 1 | | Company-Specific-Governance-Related | | For | | For | | For | | Yes |
126397.1 | | Ruths Hospitality Group, Inc. | | RUTH | | 783332109 | | 09-Feb-10 | | 24400 | | 24400 | | Management | | 2 | | Appr Iss of Shrs for Priv Placement | | For | | For | | For | | Yes |
126397.1 | | Ruths Hospitality Group, Inc. | | RUTH | | 783332109 | | 09-Feb-10 | | 24400 | | 24400 | | Management | | 3 | | Amend Art/Bylaws/Chartr Non-Routine | | For | | For | | For | | Yes |
126397.1 | | Ruths Hospitality Group, Inc. | | RUTH | | 783332109 | | 09-Feb-10 | | 24400 | | 24400 | | Management | | 4 | | Adjourn Meeting | | For | | For | | For | | Yes |
126397.1 | | Super Micro Computer, Inc. | | SMCI | | 86800U104 | | 09-Feb-10 | | 21400 | | 21400 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Super Micro Computer, Inc. | | SMCI | | 86800U104 | | 09-Feb-10 | | 21400 | | 21400 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Super Micro Computer, Inc. | | SMCI | | 86800U104 | | 09-Feb-10 | | 21400 | | 21400 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Biodel Inc. | | BIOD | | 09064M105 | | 02-Mar-10 | | 33500 | | 33500 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Biodel Inc. | | BIOD | | 09064M105 | | 02-Mar-10 | | 33500 | | 33500 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Biodel Inc. | | BIOD | | 09064M105 | | 02-Mar-10 | | 33500 | | 33500 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Biodel Inc. | | BIOD | | 09064M105 | | 02-Mar-10 | | 33500 | | 33500 | | Management | | 2 | | Approve Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Biodel Inc. | | BIOD | | 09064M105 | | 02-Mar-10 | | 33500 | | 33500 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Global Traffic Network, Inc. | | GNET | | 37947B103 | | 03-Mar-10 | | 58200 | | 58200 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Global Traffic Network, Inc. | | GNET | | 37947B103 | | 03-Mar-10 | | 58200 | | 58200 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Global Traffic Network, Inc. | | GNET | | 37947B103 | | 03-Mar-10 | | 58200 | | 58200 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Global Traffic Network, Inc. | | GNET | | 37947B103 | | 03-Mar-10 | | 58200 | | 58200 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Global Traffic Network, Inc. | | GNET | | 37947B103 | | 03-Mar-10 | | 58200 | | 58200 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Global Traffic Network, Inc. | | GNET | | 37947B103 | | 03-Mar-10 | | 58200 | | 58200 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Global Traffic Network, Inc. | | GNET | | 37947B103 | | 03-Mar-10 | | 58200 | | 58200 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Synovis Life Technologies, Inc. | | SYNO | | 87162G105 | | 04-Mar-10 | | 14200 | | 14200 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Synovis Life Technologies, Inc. | | SYNO | | 87162G105 | | 04-Mar-10 | | 14200 | | 14200 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Synovis Life Technologies, Inc. | | SYNO | | 87162G105 | | 04-Mar-10 | | 14200 | | 14200 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Synovis Life Technologies, Inc. | | SYNO | | 87162G105 | | 04-Mar-10 | | 14200 | | 14200 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Synovis Life Technologies, Inc. | | SYNO | | 87162G105 | | 04-Mar-10 | | 14200 | | 14200 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Synovis Life Technologies, Inc. | | SYNO | | 87162G105 | | 04-Mar-10 | | 14200 | | 14200 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Synovis Life Technologies, Inc. | | SYNO | | 87162G105 | | 04-Mar-10 | | 14200 | | 14200 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Synovis Life Technologies, Inc. | | SYNO | | 87162G105 | | 04-Mar-10 | | 14200 | | 14200 | | Management | | 1.8 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Synovis Life Technologies, Inc. | | SYNO | | 87162G105 | | 04-Mar-10 | | 14200 | | 14200 | | Management | | 2 | | Amend Employee Stock Purchase Plan | | For | | For | | For | | Yes |
126397.1 | | Synovis Life Technologies, Inc. | | SYNO | | 87162G105 | | 04-Mar-10 | | 14200 | | 14200 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | China-Biotics, Inc. | | CHBT | | 16937B109 | | 05-Mar-10 | | 29300 | | 29300 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | China-Biotics, Inc. | | CHBT | | 16937B109 | | 05-Mar-10 | | 29300 | | 29300 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | China-Biotics, Inc. | | CHBT | | 16937B109 | | 05-Mar-10 | | 29300 | | 29300 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | China-Biotics, Inc. | | CHBT | | 16937B109 | | 05-Mar-10 | | 29300 | | 29300 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | China-Biotics, Inc. | | CHBT | | 16937B109 | | 05-Mar-10 | | 29300 | | 29300 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Pharmasset, Inc. | | VRUS | | 71715N106 | | 18-Mar-10 | | 27400 | | 27400 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Pharmasset, Inc. | | VRUS | | 71715N106 | | 18-Mar-10 | | 27400 | | 27400 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Somanetics Corporation | | SMTS | | 834445405 | | 21-Apr-10 | | 24400 | | 24400 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Somanetics Corporation | | SMTS | | 834445405 | | 21-Apr-10 | | 24400 | | 24400 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Somanetics Corporation | | SMTS | | 834445405 | | 21-Apr-10 | | 24400 | | 24400 | | Management | | 2 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Somanetics Corporation | | SMTS | | 834445405 | | 21-Apr-10 | | 24400 | | 24400 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Vitran Corporation Inc. | | VTN | | 92850E107 | | 27-Apr-10 | | 30200 | | 30200 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Vitran Corporation Inc. | | VTN | | 92850E107 | | 27-Apr-10 | | 30200 | | 30200 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Vitran Corporation Inc. | | VTN | | 92850E107 | | 27-Apr-10 | | 30200 | | 30200 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Vitran Corporation Inc. | | VTN | | 92850E107 | | 27-Apr-10 | | 30200 | | 30200 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Vitran Corporation Inc. | | VTN | | 92850E107 | | 27-Apr-10 | | 30200 | | 30200 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Vitran Corporation Inc. | | VTN | | 92850E107 | | 27-Apr-10 | | 30200 | | 30200 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Vitran Corporation Inc. | | VTN | | 92850E107 | | 27-Apr-10 | | 30200 | | 30200 | | Management | | 2 | | Approve Aud and their Remuneration | | For | | For | | For | | Yes |
126397.1 | | Phase Forward Incorporated | | PFWD | | 71721R406 | | 30-Apr-10 | | 52900 | | 52900 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
126397.1 | | Phase Forward Incorporated | | PFWD | | 71721R406 | | 30-Apr-10 | | 52900 | | 52900 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Phase Forward Incorporated | | PFWD | | 71721R406 | | 30-Apr-10 | | 52900 | | 52900 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Phase Forward Incorporated | | PFWD | | 71721R406 | | 30-Apr-10 | | 52900 | | 52900 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Phase Forward Incorporated | | PFWD | | 71721R406 | | 30-Apr-10 | | 52900 | | 52900 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Phase Forward Incorporated | | PFWD | | 71721R406 | | 30-Apr-10 | | 52900 | | 52900 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Phase Forward Incorporated | | PFWD | | 71721R406 | | 30-Apr-10 | | 52900 | | 52900 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Phase Forward Incorporated | | PFWD | | 71721R406 | | 30-Apr-10 | | 52900 | | 52900 | | Management | | 1.8 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Phase Forward Incorporated | | PFWD | | 71721R406 | | 30-Apr-10 | | 52900 | | 52900 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Marten Transport, Ltd. | | MRTN | | 573075108 | | 04-May-10 | | 22600 | | 22600 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Marten Transport, Ltd. | | MRTN | | 573075108 | | 04-May-10 | | 22600 | | 22600 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Marten Transport, Ltd. | | MRTN | | 573075108 | | 04-May-10 | | 22600 | | 22600 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Marten Transport, Ltd. | | MRTN | | 573075108 | | 04-May-10 | | 22600 | | 22600 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Marten Transport, Ltd. | | MRTN | | 573075108 | | 04-May-10 | | 22600 | | 22600 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Marten Transport, Ltd. | | MRTN | | 573075108 | | 04-May-10 | | 22600 | | 22600 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Marten Transport, Ltd. | | MRTN | | 573075108 | | 04-May-10 | | 22600 | | 22600 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Molina Healthcare, Inc. | | MOH | | 60855R100 | | 04-May-10 | | 13900 | | 13900 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Molina Healthcare, Inc. | | MOH | | 60855R100 | | 04-May-10 | | 13900 | | 13900 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Molina Healthcare, Inc. | | MOH | | 60855R100 | | 04-May-10 | | 13900 | | 13900 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Molina Healthcare, Inc. | | MOH | | 60855R100 | | 04-May-10 | | 13900 | | 13900 | | Management | | 2 | | Appr/Amnd Exec Incentive Bonus Plan | | For | | For | | For | | Yes |
126397.1 | | Volcom, Inc. | | VLCM | | 92864N101 | | 04-May-10 | | 22200 | | 22200 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Volcom, Inc. | | VLCM | | 92864N101 | | 04-May-10 | | 22200 | | 22200 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Volcom, Inc. | | VLCM | | 92864N101 | | 04-May-10 | | 22200 | | 22200 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Volcom, Inc. | | VLCM | | 92864N101 | | 04-May-10 | | 22200 | | 22200 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Volcom, Inc. | | VLCM | | 92864N101 | | 04-May-10 | | 22200 | | 22200 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Volcom, Inc. | | VLCM | | 92864N101 | | 04-May-10 | | 22200 | | 22200 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Volcom, Inc. | | VLCM | | 92864N101 | | 04-May-10 | | 22200 | | 22200 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Volcom, Inc. | | VLCM | | 92864N101 | | 04-May-10 | | 22200 | | 22200 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Dyax Corp. | | DYAX | | 26746E103 | | 06-May-10 | | 70200 | | 70200 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Dyax Corp. | | DYAX | | 26746E103 | | 06-May-10 | | 70200 | | 70200 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Dyax Corp. | | DYAX | | 26746E103 | | 06-May-10 | | 70200 | | 70200 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Dyax Corp. | | DYAX | | 26746E103 | | 06-May-10 | | 70200 | | 70200 | | Management | | 2 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Dyax Corp. | | DYAX | | 26746E103 | | 06-May-10 | | 70200 | | 70200 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Maxwell Technologies, Inc. | | MXWL | | 577767106 | | 06-May-10 | | 16300 | | 16300 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Maxwell Technologies, Inc. | | MXWL | | 577767106 | | 06-May-10 | | 16300 | | 16300 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Maxwell Technologies, Inc. | | MXWL | | 577767106 | | 06-May-10 | | 16300 | | 16300 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Maxwell Technologies, Inc. | | MXWL | | 577767106 | | 06-May-10 | | 16300 | | 16300 | | Management | | 2 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Maxwell Technologies, Inc. | | MXWL | | 577767106 | | 06-May-10 | | 16300 | | 16300 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Cavium Networks, Inc. | | CAVM | | 14965A101 | | 07-May-10 | | 14100 | | 14100 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Cavium Networks, Inc. | | CAVM | | 14965A101 | | 07-May-10 | | 14100 | | 14100 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Cavium Networks, Inc. | | CAVM | | 14965A101 | | 07-May-10 | | 14100 | | 14100 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | InterMune, Inc. | | ITMN | | 45884X103 | | 10-May-10 | | 11000 | | 11000 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | InterMune, Inc. | | ITMN | | 45884X103 | | 10-May-10 | | 11000 | | 11000 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | InterMune, Inc. | | ITMN | | 45884X103 | | 10-May-10 | | 11000 | | 11000 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | The Ultimate Software Group, Inc. | | ULTI | | 90385D107 | | 11-May-10 | | 12700 | | 12700 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | The Ultimate Software Group, Inc. | | ULTI | | 90385D107 | | 11-May-10 | | 12700 | | 12700 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | The Ultimate Software Group, Inc. | | ULTI | | 90385D107 | | 11-May-10 | | 12700 | | 12700 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Quidel Corporation | | QDEL | | 74838J101 | | 12-May-10 | | 30000 | | 30000 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Quidel Corporation | | QDEL | | 74838J101 | | 12-May-10 | | 30000 | | 30000 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Quidel Corporation | | QDEL | | 74838J101 | | 12-May-10 | | 30000 | | 30000 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Quidel Corporation | | QDEL | | 74838J101 | | 12-May-10 | | 30000 | | 30000 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Quidel Corporation | | QDEL | | 74838J101 | | 12-May-10 | | 30000 | | 30000 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Quidel Corporation | | QDEL | | 74838J101 | | 12-May-10 | | 30000 | | 30000 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Quidel Corporation | | QDEL | | 74838J101 | | 12-May-10 | | 30000 | | 30000 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Quidel Corporation | | QDEL | | 74838J101 | | 12-May-10 | | 30000 | | 30000 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Quidel Corporation | | QDEL | | 74838J101 | | 12-May-10 | | 30000 | | 30000 | | Management | | 3 | | Approve Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Build-A-Bear Workshop, Inc. | | BBW | | 120076104 | | 13-May-10 | | 4500 | | 4500 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Build-A-Bear Workshop, Inc. | | BBW | | 120076104 | | 13-May-10 | | 4500 | | 4500 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Build-A-Bear Workshop, Inc. | | BBW | | 120076104 | | 13-May-10 | | 4500 | | 4500 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Build-A-Bear Workshop, Inc. | | BBW | | 120076104 | | 13-May-10 | | 4500 | | 4500 | | Management | | 3 | | Other Business | | For | | For | | For | | Yes |
126397.1 | | Compellent Technologies, Inc. | | CML | | 20452A108 | | 13-May-10 | | 9100 | | 9100 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Compellent Technologies, Inc. | | CML | | 20452A108 | | 13-May-10 | | 9100 | | 9100 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Compellent Technologies, Inc. | | CML | | 20452A108 | | 13-May-10 | | 9100 | | 9100 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | FARO Technologies, Inc. | | FARO | | 311642102 | | 13-May-10 | | 2600 | | 2600 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | FARO Technologies, Inc. | | FARO | | 311642102 | | 13-May-10 | | 2600 | | 2600 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | FARO Technologies, Inc. | | FARO | | 311642102 | | 13-May-10 | | 2600 | | 2600 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Bruker Corporation | | BRKR | | 116794108 | | 14-May-10 | | 33900 | | 33900 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Bruker Corporation | | BRKR | | 116794108 | | 14-May-10 | | 33900 | | 33900 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Bruker Corporation | | BRKR | | 116794108 | | 14-May-10 | | 33900 | | 33900 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Bruker Corporation | | BRKR | | 116794108 | | 14-May-10 | | 33900 | | 33900 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Bruker Corporation | | BRKR | | 116794108 | | 14-May-10 | | 33900 | | 33900 | | Management | | 2 | | Approve Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Bruker Corporation | | BRKR | | 116794108 | | 14-May-10 | | 33900 | | 33900 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Pioneer Drilling Company | | PDC | | 723655106 | | 14-May-10 | | 50400 | | 50400 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Pioneer Drilling Company | | PDC | | 723655106 | | 14-May-10 | | 50400 | | 50400 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 2.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 2.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 3 | | Authorize Board Chairman to Serve as CEO | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 4 | | Approve Remuneration of Directors | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 5 | | Approve Stock Option Plan Grants | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 6 | | Approve Remuneration Directors | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 7 | | Approve Remuneration of Directors | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 8 | | Approve Stock Option Plan Grants | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 9 | | Appr Dir/Officer Liability & Indemn | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 10 | | Appr Dir/Officer Liability & Indemn | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 11 | | Approve Aud and their Remuneration | | For | | For | | For | | Yes |
126397.1 | | Mellanox Technologies Ltd. | | | | M51363113 | | 17-May-10 | | 20900 | | 20900 | | Management | | 12 | | Rec Fin Statmnts and Statutory Rpts | | | | | | | | Yes |
126397.1 | | Grand Canyon Education, Inc. | | LOPE | | 38526M106 | | 18-May-10 | | 48600 | | 48600 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Grand Canyon Education, Inc. | | LOPE | | 38526M106 | | 18-May-10 | | 48600 | | 48600 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Grand Canyon Education, Inc. | | LOPE | | 38526M106 | | 18-May-10 | | 48600 | | 48600 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Grand Canyon Education, Inc. | | LOPE | | 38526M106 | | 18-May-10 | | 48600 | | 48600 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Grand Canyon Education, Inc. | | LOPE | | 38526M106 | | 18-May-10 | | 48600 | | 48600 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Grand Canyon Education, Inc. | | LOPE | | 38526M106 | | 18-May-10 | | 48600 | | 48600 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Grand Canyon Education, Inc. | | LOPE | | 38526M106 | | 18-May-10 | | 48600 | | 48600 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Grand Canyon Education, Inc. | | LOPE | | 38526M106 | | 18-May-10 | | 48600 | | 48600 | | Management | | 1.8 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Grand Canyon Education, Inc. | | LOPE | | 38526M106 | | 18-May-10 | | 48600 | | 48600 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Isilon Systems, Inc. | | ISLN | | 46432L104 | | 19-May-10 | | 104300 | | 104300 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Isilon Systems, Inc. | | ISLN | | 46432L104 | | 19-May-10 | | 104300 | | 104300 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Isilon Systems, Inc. | | ISLN | | 46432L104 | | 19-May-10 | | 104300 | | 104300 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Isilon Systems, Inc. | | ISLN | | 46432L104 | | 19-May-10 | | 104300 | | 104300 | | Management | | 3 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | McCormick & Schmicks Seafood Restaurants, Inc. | | MSSR | | 579793100 | | 19-May-10 | | 22900 | | 22900 | | Management | | 1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | McCormick & Schmicks Seafood Restaurants, Inc. | | MSSR | | 579793100 | | 19-May-10 | | 22900 | | 22900 | | Management | | 2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | McCormick & Schmicks Seafood Restaurants, Inc. | | MSSR | | 579793100 | | 19-May-10 | | 22900 | | 22900 | | Management | | 3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | McCormick & Schmicks Seafood Restaurants, Inc. | | MSSR | | 579793100 | | 19-May-10 | | 22900 | | 22900 | | Management | | 4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | McCormick & Schmicks Seafood Restaurants, Inc. | | MSSR | | 579793100 | | 19-May-10 | | 22900 | | 22900 | | Management | | 5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | McCormick & Schmicks Seafood Restaurants, Inc. | | MSSR | | 579793100 | | 19-May-10 | | 22900 | | 22900 | | Management | | 6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | McCormick & Schmicks Seafood Restaurants, Inc. | | MSSR | | 579793100 | | 19-May-10 | | 22900 | | 22900 | | Management | | 7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | McCormick & Schmicks Seafood Restaurants, Inc. | | MSSR | | 579793100 | | 19-May-10 | | 22900 | | 22900 | | Management | | 8 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Orion Marine Group, Inc. | | ORN | | 68628V308 | | 20-May-10 | | 25100 | | 25100 | | Management | | 1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Orion Marine Group, Inc. | | ORN | | 68628V308 | | 20-May-10 | | 25100 | | 25100 | | Management | | 2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Orion Marine Group, Inc. | | ORN | | 68628V308 | | 20-May-10 | | 25100 | | 25100 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | NetLogic Microsystems, Inc. | | NETL | | 64118B100 | | 21-May-10 | | 35200 | | 35200 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | NetLogic Microsystems, Inc. | | NETL | | 64118B100 | | 21-May-10 | | 35200 | | 35200 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | NetLogic Microsystems, Inc. | | NETL | | 64118B100 | | 21-May-10 | | 35200 | | 35200 | | Management | | 2 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | NetLogic Microsystems, Inc. | | NETL | | 64118B100 | | 21-May-10 | | 35200 | | 35200 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | SolarWinds, Inc. | | SWI | | 83416B109 | | 21-May-10 | | 18500 | | 18500 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | SolarWinds, Inc. | | SWI | | 83416B109 | | 21-May-10 | | 18500 | | 18500 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | SolarWinds, Inc. | | SWI | | 83416B109 | | 21-May-10 | | 18500 | | 18500 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | SolarWinds, Inc. | | SWI | | 83416B109 | | 21-May-10 | | 18500 | | 18500 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Diodes Incorporated | | DIOD | | 254543101 | | 24-May-10 | | 24500 | | 24500 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Diodes Incorporated | | DIOD | | 254543101 | | 24-May-10 | | 24500 | | 24500 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Diodes Incorporated | | DIOD | | 254543101 | | 24-May-10 | | 24500 | | 24500 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Diodes Incorporated | | DIOD | | 254543101 | | 24-May-10 | | 24500 | | 24500 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Diodes Incorporated | | DIOD | | 254543101 | | 24-May-10 | | 24500 | | 24500 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Diodes Incorporated | | DIOD | | 254543101 | | 24-May-10 | | 24500 | | 24500 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Diodes Incorporated | | DIOD | | 254543101 | | 24-May-10 | | 24500 | | 24500 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Diodes Incorporated | | DIOD | | 254543101 | | 24-May-10 | | 24500 | | 24500 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Basic Energy Services, Inc. | | BAS | | 06985P100 | | 25-May-10 | | 41700 | | 41700 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Basic Energy Services, Inc. | | BAS | | 06985P100 | | 25-May-10 | | 41700 | | 41700 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Basic Energy Services, Inc. | | BAS | | 06985P100 | | 25-May-10 | | 41700 | | 41700 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Basic Energy Services, Inc. | | BAS | | 06985P100 | | 25-May-10 | | 41700 | | 41700 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Nanosphere, Inc. | | NSPH | | 63009F105 | | 25-May-10 | | 56200 | | 56200 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Nanosphere, Inc. | | NSPH | | 63009F105 | | 25-May-10 | | 56200 | | 56200 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Nanosphere, Inc. | | NSPH | | 63009F105 | | 25-May-10 | | 56200 | | 56200 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Nanosphere, Inc. | | NSPH | | 63009F105 | | 25-May-10 | | 56200 | | 56200 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Nanosphere, Inc. | | NSPH | | 63009F105 | | 25-May-10 | | 56200 | | 56200 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Nanosphere, Inc. | | NSPH | | 63009F105 | | 25-May-10 | | 56200 | | 56200 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Nanosphere, Inc. | | NSPH | | 63009F105 | | 25-May-10 | | 56200 | | 56200 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Nanosphere, Inc. | | NSPH | | 63009F105 | | 25-May-10 | | 56200 | | 56200 | | Management | | 1.8 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Nanosphere, Inc. | | NSPH | | 63009F105 | | 25-May-10 | | 56200 | | 56200 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | NuVasive, Inc. | | NUVA | | 670704105 | | 25-May-10 | | 7200 | | 7200 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | NuVasive, Inc. | | NUVA | | 670704105 | | 25-May-10 | | 7200 | | 7200 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | NuVasive, Inc. | | NUVA | | 670704105 | | 25-May-10 | | 7200 | | 7200 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | NuVasive, Inc. | | NUVA | | 670704105 | | 25-May-10 | | 7200 | | 7200 | | Management | | 3 | | Other Business | | For | | For | | For | | Yes |
126397.1 | | Citi Trends, Inc. | | CTRN | | 17306X102 | | 26-May-10 | | 20200 | | 20200 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Citi Trends, Inc. | | CTRN | | 17306X102 | | 26-May-10 | | 20200 | | 20200 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Citi Trends, Inc. | | CTRN | | 17306X102 | | 26-May-10 | | 20200 | | 20200 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | QKL Stores Inc. | | QKLS | | 74732Y105 | | 26-May-10 | | 46000 | | 46000 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
126397.1 | | QKL Stores Inc. | | QKLS | | 74732Y105 | | 26-May-10 | | 46000 | | 46000 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | QKL Stores Inc. | | QKLS | | 74732Y105 | | 26-May-10 | | 46000 | | 46000 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | QKL Stores Inc. | | QKLS | | 74732Y105 | | 26-May-10 | | 46000 | | 46000 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | QKL Stores Inc. | | QKLS | | 74732Y105 | | 26-May-10 | | 46000 | | 46000 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | QKL Stores Inc. | | QKLS | | 74732Y105 | | 26-May-10 | | 46000 | | 46000 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Ruth’s Hospitality Group, Inc. | | RUTH | | 783332109 | | 26-May-10 | | 24400 | | 24400 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Ruth’s Hospitality Group, Inc. | | RUTH | | 783332109 | | 26-May-10 | | 24400 | | 24400 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Ruth’s Hospitality Group, Inc. | | RUTH | | 783332109 | | 26-May-10 | | 24400 | | 24400 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Ruth’s Hospitality Group, Inc. | | RUTH | | 783332109 | | 26-May-10 | | 24400 | | 24400 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Ruth’s Hospitality Group, Inc. | | RUTH | | 783332109 | | 26-May-10 | | 24400 | | 24400 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Ruth’s Hospitality Group, Inc. | | RUTH | | 783332109 | | 26-May-10 | | 24400 | | 24400 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Ruth’s Hospitality Group, Inc. | | RUTH | | 783332109 | | 26-May-10 | | 24400 | | 24400 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | IXIA | | XXIA | | 45071R109 | | 27-May-10 | | 28100 | | 28100 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | IXIA | | XXIA | | 45071R109 | | 27-May-10 | | 28100 | | 28100 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | IXIA | | XXIA | | 45071R109 | | 27-May-10 | | 28100 | | 28100 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | IXIA | | XXIA | | 45071R109 | | 27-May-10 | | 28100 | | 28100 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | IXIA | | XXIA | | 45071R109 | | 27-May-10 | | 28100 | | 28100 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | IXIA | | XXIA | | 45071R109 | | 27-May-10 | | 28100 | | 28100 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | IXIA | | XXIA | | 45071R109 | | 27-May-10 | | 28100 | | 28100 | | Management | | 2 | | Approve Employee Stock Purchase Pln | | For | | For | | For | | Yes |
126397.1 | | IXIA | | XXIA | | 45071R109 | | 27-May-10 | | 28100 | | 28100 | | Management | | 3 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | IXIA | | XXIA | | 45071R109 | | 27-May-10 | | 28100 | | 28100 | | Management | | 4 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Radiant Systems, Inc. | | RADS | | 75025N102 | | 27-May-10 | | 22300 | | 22300 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Radiant Systems, Inc. | | RADS | | 75025N102 | | 27-May-10 | | 22300 | | 22300 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Radiant Systems, Inc. | | RADS | | 75025N102 | | 27-May-10 | | 22300 | | 22300 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Radiant Systems, Inc. | | RADS | | 75025N102 | | 27-May-10 | | 22300 | | 22300 | | Management | | 2 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Radiant Systems, Inc. | | RADS | | 75025N102 | | 27-May-10 | | 22300 | | 22300 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Radiant Systems, Inc. | | RADS | | 75025N102 | | 27-May-10 | | 22300 | | 22300 | | Management | | 4 | | Other Business | | For | | For | | For | | Yes |
126397.1 | | Red Robin Gourmet Burgers Inc | | RRGB | | 75689M101 | | 27-May-10 | | 15800 | | 15800 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Red Robin Gourmet Burgers Inc | | RRGB | | 75689M101 | | 27-May-10 | | 15800 | | 15800 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Red Robin Gourmet Burgers Inc | | RRGB | | 75689M101 | | 27-May-10 | | 15800 | | 15800 | | Management | | 2 | | Require Majority Vote for the Election of Directors | | For | | For | | For | | Yes |
126397.1 | | Red Robin Gourmet Burgers Inc | | RRGB | | 75689M101 | | 27-May-10 | | 15800 | | 15800 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Deer Consumer Products, Inc. | | DEER | | 24379J200 | | 28-May-10 | | 47400 | | 47400 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Deer Consumer Products, Inc. | | DEER | | 24379J200 | | 28-May-10 | | 47400 | | 47400 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Deer Consumer Products, Inc. | | DEER | | 24379J200 | | 28-May-10 | | 47400 | | 47400 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Deer Consumer Products, Inc. | | DEER | | 24379J200 | | 28-May-10 | | 47400 | | 47400 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Deer Consumer Products, Inc. | | DEER | | 24379J200 | | 28-May-10 | | 47400 | | 47400 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Deer Consumer Products, Inc. | | DEER | | 24379J200 | | 28-May-10 | | 47400 | | 47400 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Nanometrics Incorporated | | NANO | | 630077105 | | 28-May-10 | | 29700 | | 29700 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Nanometrics Incorporated | | NANO | | 630077105 | | 28-May-10 | | 29700 | | 29700 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Nanometrics Incorporated | | NANO | | 630077105 | | 28-May-10 | | 29700 | | 29700 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Questcor Pharmaceuticals, Inc. | | QCOR | | 74835Y101 | | 28-May-10 | | 119900 | | 119900 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Questcor Pharmaceuticals, Inc. | | QCOR | | 74835Y101 | | 28-May-10 | | 119900 | | 119900 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Questcor Pharmaceuticals, Inc. | | QCOR | | 74835Y101 | | 28-May-10 | | 119900 | | 119900 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Questcor Pharmaceuticals, Inc. | | QCOR | | 74835Y101 | | 28-May-10 | | 119900 | | 119900 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Questcor Pharmaceuticals, Inc. | | QCOR | | 74835Y101 | | 28-May-10 | | 119900 | | 119900 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Questcor Pharmaceuticals, Inc. | | QCOR | | 74835Y101 | | 28-May-10 | | 119900 | | 119900 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Genoptix, Inc. | | GXDX | | 37243V100 | | 01-Jun-10 | | 8600 | | 8600 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Genoptix, Inc. | | GXDX | | 37243V100 | | 01-Jun-10 | | 8600 | | 8600 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Genoptix, Inc. | | GXDX | | 37243V100 | | 01-Jun-10 | | 8600 | | 8600 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Genoptix, Inc. | | GXDX | | 37243V100 | | 01-Jun-10 | | 8600 | | 8600 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Echo Global Logistics, Inc. | | ECHO | | 27875T101 | | 02-Jun-10 | | 14200 | | 14200 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Echo Global Logistics, Inc. | | ECHO | | 27875T101 | | 02-Jun-10 | | 14200 | | 14200 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Echo Global Logistics, Inc. | | ECHO | | 27875T101 | | 02-Jun-10 | | 14200 | | 14200 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Echo Global Logistics, Inc. | | ECHO | | 27875T101 | | 02-Jun-10 | | 14200 | | 14200 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Echo Global Logistics, Inc. | | ECHO | | 27875T101 | | 02-Jun-10 | | 14200 | | 14200 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Echo Global Logistics, Inc. | | ECHO | | 27875T101 | | 02-Jun-10 | | 14200 | | 14200 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Echo Global Logistics, Inc. | | ECHO | | 27875T101 | | 02-Jun-10 | | 14200 | | 14200 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Echo Global Logistics, Inc. | | ECHO | | 27875T101 | | 02-Jun-10 | | 14200 | | 14200 | | Management | | 1.8 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Echo Global Logistics, Inc. | | ECHO | | 27875T101 | | 02-Jun-10 | | 14200 | | 14200 | | Management | | 1.9 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Echo Global Logistics, Inc. | | ECHO | | 27875T101 | | 02-Jun-10 | | 14200 | | 14200 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Echo Global Logistics, Inc. | | ECHO | | 27875T101 | | 02-Jun-10 | | 14200 | | 14200 | | Management | | 3 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Idenix Pharmaceuticals, Inc. | | IDIX | | 45166R204 | | 03-Jun-10 | | 55000 | | 55000 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Idenix Pharmaceuticals, Inc. | | IDIX | | 45166R204 | | 03-Jun-10 | | 55000 | | 55000 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Idenix Pharmaceuticals, Inc. | | IDIX | | 45166R204 | | 03-Jun-10 | | 55000 | | 55000 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Idenix Pharmaceuticals, Inc. | | IDIX | | 45166R204 | | 03-Jun-10 | | 55000 | | 55000 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Idenix Pharmaceuticals, Inc. | | IDIX | | 45166R204 | | 03-Jun-10 | | 55000 | | 55000 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Idenix Pharmaceuticals, Inc. | | IDIX | | 45166R204 | | 03-Jun-10 | | 55000 | | 55000 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Idenix Pharmaceuticals, Inc. | | IDIX | | 45166R204 | | 03-Jun-10 | | 55000 | | 55000 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Idenix Pharmaceuticals, Inc. | | IDIX | | 45166R204 | | 03-Jun-10 | | 55000 | | 55000 | | Management | | 1.8 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Idenix Pharmaceuticals, Inc. | | IDIX | | 45166R204 | | 03-Jun-10 | | 55000 | | 55000 | | Management | | 1.9 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Idenix Pharmaceuticals, Inc. | | IDIX | | 45166R204 | | 03-Jun-10 | | 55000 | | 55000 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Idenix Pharmaceuticals, Inc. | | IDIX | | 45166R204 | | 03-Jun-10 | | 55000 | | 55000 | | Management | | 3 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | MDC Partners Inc. | | MDZ.A | | 552697104 | | 03-Jun-10 | | 51000 | | 51000 | | Management | | | | Header | | | | | | | | Yes |
126397.1 | | MDC Partners Inc. | | MDZ.A | | 552697104 | | 03-Jun-10 | | 51000 | | 51000 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | MDC Partners Inc. | | MDZ.A | | 552697104 | | 03-Jun-10 | | 51000 | | 51000 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
126397.1 | | MDC Partners Inc. | | MDZ.A | | 552697104 | | 03-Jun-10 | | 51000 | | 51000 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | MDC Partners Inc. | | MDZ.A | | 552697104 | | 03-Jun-10 | | 51000 | | 51000 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | MDC Partners Inc. | | MDZ.A | | 552697104 | | 03-Jun-10 | | 51000 | | 51000 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | MDC Partners Inc. | | MDZ.A | | 552697104 | | 03-Jun-10 | | 51000 | | 51000 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | MDC Partners Inc. | | MDZ.A | | 552697104 | | 03-Jun-10 | | 51000 | | 51000 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | MDC Partners Inc. | | MDZ.A | | 552697104 | | 03-Jun-10 | | 51000 | | 51000 | | Management | | 2 | | Approve Aud and their Remuneration | | For | | For | | For | | Yes |
126397.1 | | STR Holdings Inc. | | STRI | | 78478V100 | | 03-Jun-10 | | 9600 | | 9600 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | STR Holdings Inc. | | STRI | | 78478V100 | | 03-Jun-10 | | 9600 | | 9600 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | STR Holdings Inc. | | STRI | | 78478V100 | | 03-Jun-10 | | 9600 | | 9600 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | STR Holdings Inc. | | STRI | | 78478V100 | | 03-Jun-10 | | 9600 | | 9600 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | STR Holdings Inc. | | STRI | | 78478V100 | | 03-Jun-10 | | 9600 | | 9600 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | STR Holdings Inc. | | STRI | | 78478V100 | | 03-Jun-10 | | 9600 | | 9600 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | STR Holdings Inc. | | STRI | | 78478V100 | | 03-Jun-10 | | 9600 | | 9600 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | STR Holdings Inc. | | STRI | | 78478V100 | | 03-Jun-10 | | 9600 | | 9600 | | Management | | 1.8 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | STR Holdings Inc. | | STRI | | 78478V100 | | 03-Jun-10 | | 9600 | | 9600 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | ICF International, Inc. | | ICFI | | 44925C103 | | 04-Jun-10 | | 9300 | | 9300 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | ICF International, Inc. | | ICFI | | 44925C103 | | 04-Jun-10 | | 9300 | | 9300 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | ICF International, Inc. | | ICFI | | 44925C103 | | 04-Jun-10 | | 9300 | | 9300 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | ICF International, Inc. | | ICFI | | 44925C103 | | 04-Jun-10 | | 9300 | | 9300 | | Management | | 2 | | Approve Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | ICF International, Inc. | | ICFI | | 44925C103 | | 04-Jun-10 | | 9300 | | 9300 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Lihua International, Inc. | | LIWA | | 532352101 | | 06-Jun-10 | | 13900 | | 13900 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Lihua International, Inc. | | LIWA | | 532352101 | | 06-Jun-10 | | 13900 | | 13900 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Lihua International, Inc. | | LIWA | | 532352101 | | 06-Jun-10 | | 13900 | | 13900 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Lihua International, Inc. | | LIWA | | 532352101 | | 06-Jun-10 | | 13900 | | 13900 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Lihua International, Inc. | | LIWA | | 532352101 | | 06-Jun-10 | | 13900 | | 13900 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Lihua International, Inc. | | LIWA | | 532352101 | | 06-Jun-10 | | 13900 | | 13900 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | BJ’s Restaurants, Inc. | | BJRI | | 09180C106 | | 08-Jun-10 | | 19600 | | 19600 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | BJ’s Restaurants, Inc. | | BJRI | | 09180C106 | | 08-Jun-10 | | 19600 | | 19600 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | BJ’s Restaurants, Inc. | | BJRI | | 09180C106 | | 08-Jun-10 | | 19600 | | 19600 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | BJ’s Restaurants, Inc. | | BJRI | | 09180C106 | | 08-Jun-10 | | 19600 | | 19600 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | BJ’s Restaurants, Inc. | | BJRI | | 09180C106 | | 08-Jun-10 | | 19600 | | 19600 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | BJ’s Restaurants, Inc. | | BJRI | | 09180C106 | | 08-Jun-10 | | 19600 | | 19600 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | BJ’s Restaurants, Inc. | | BJRI | | 09180C106 | | 08-Jun-10 | | 19600 | | 19600 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | BJ’s Restaurants, Inc. | | BJRI | | 09180C106 | | 08-Jun-10 | | 19600 | | 19600 | | Management | | 2 | | Increase Authorized Common Stock | | For | | For | | For | | Yes |
126397.1 | | BJ’s Restaurants, Inc. | | BJRI | | 09180C106 | | 08-Jun-10 | | 19600 | | 19600 | | Management | | 3 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | BJ’s Restaurants, Inc. | | BJRI | | 09180C106 | | 08-Jun-10 | | 19600 | | 19600 | | Management | | 4 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Obagi Medical Products, Inc. | | OMPI | | 67423R108 | | 08-Jun-10 | | 61000 | | 61000 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Obagi Medical Products, Inc. | | OMPI | | 67423R108 | | 08-Jun-10 | | 61000 | | 61000 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Obagi Medical Products, Inc. | | OMPI | | 67423R108 | | 08-Jun-10 | | 61000 | | 61000 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Obagi Medical Products, Inc. | | OMPI | | 67423R108 | | 08-Jun-10 | | 61000 | | 61000 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Obagi Medical Products, Inc. | | OMPI | | 67423R108 | | 08-Jun-10 | | 61000 | | 61000 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Obagi Medical Products, Inc. | | OMPI | | 67423R108 | | 08-Jun-10 | | 61000 | | 61000 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Obagi Medical Products, Inc. | | OMPI | | 67423R108 | | 08-Jun-10 | | 61000 | | 61000 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Obagi Medical Products, Inc. | | OMPI | | 67423R108 | | 08-Jun-10 | | 61000 | | 61000 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Obagi Medical Products, Inc. | | OMPI | | 67423R108 | | 08-Jun-10 | | 61000 | | 61000 | | Management | | 3 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Health Grades, Inc. | | HGRD | | 42218Q102 | | 09-Jun-10 | | 130500 | | 130500 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Health Grades, Inc. | | HGRD | | 42218Q102 | | 09-Jun-10 | | 130500 | | 130500 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Health Grades, Inc. | | HGRD | | 42218Q102 | | 09-Jun-10 | | 130500 | | 130500 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Health Grades, Inc. | | HGRD | | 42218Q102 | | 09-Jun-10 | | 130500 | | 130500 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Health Grades, Inc. | | HGRD | | 42218Q102 | | 09-Jun-10 | | 130500 | | 130500 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Health Grades, Inc. | | HGRD | | 42218Q102 | | 09-Jun-10 | | 130500 | | 130500 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Global Defense Technology & Systems, Inc. | | GTEC | | 37950B107 | | 10-Jun-10 | | 39500 | | 39500 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Global Defense Technology & Systems, Inc. | | GTEC | | 37950B107 | | 10-Jun-10 | | 39500 | | 39500 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Global Defense Technology & Systems, Inc. | | GTEC | | 37950B107 | | 10-Jun-10 | | 39500 | | 39500 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Global Defense Technology & Systems, Inc. | | GTEC | | 37950B107 | | 10-Jun-10 | | 39500 | | 39500 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Global Defense Technology & Systems, Inc. | | GTEC | | 37950B107 | | 10-Jun-10 | | 39500 | | 39500 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Global Defense Technology & Systems, Inc. | | GTEC | | 37950B107 | | 10-Jun-10 | | 39500 | | 39500 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Global Defense Technology & Systems, Inc. | | GTEC | | 37950B107 | | 10-Jun-10 | | 39500 | | 39500 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Global Defense Technology & Systems, Inc. | | GTEC | | 37950B107 | | 10-Jun-10 | | 39500 | | 39500 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Global Defense Technology & Systems, Inc. | | GTEC | | 37950B107 | | 10-Jun-10 | | 39500 | | 39500 | | Management | | 3 | | Other Business | | None | | For | | For | | Yes |
126397.1 | | Monolithic Power Systems, Inc. | | MPWR | | 609839105 | | 10-Jun-10 | | 15800 | | 15800 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Monolithic Power Systems, Inc. | | MPWR | | 609839105 | | 10-Jun-10 | | 15800 | | 15800 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Monolithic Power Systems, Inc. | | MPWR | | 609839105 | | 10-Jun-10 | | 15800 | | 15800 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | SuperGen, Inc. | | SUPG | | 868059106 | | 10-Jun-10 | | 129700 | | 129700 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | SuperGen, Inc. | | SUPG | | 868059106 | | 10-Jun-10 | | 129700 | | 129700 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | SuperGen, Inc. | | SUPG | | 868059106 | | 10-Jun-10 | | 129700 | | 129700 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | SuperGen, Inc. | | SUPG | | 868059106 | | 10-Jun-10 | | 129700 | | 129700 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | SuperGen, Inc. | | SUPG | | 868059106 | | 10-Jun-10 | | 129700 | | 129700 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | SuperGen, Inc. | | SUPG | | 868059106 | | 10-Jun-10 | | 129700 | | 129700 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | SuperGen, Inc. | | SUPG | | 868059106 | | 10-Jun-10 | | 129700 | | 129700 | | Management | | 2 | | Amend Omnibus Compensation Plan | | For | | For | | Against | | Yes |
126397.1 | | SuperGen, Inc. | | SUPG | | 868059106 | | 10-Jun-10 | | 129700 | | 129700 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | TeleCommunication Systems, Inc. | | TSYS | | 87929J103 | | 10-Jun-10 | | 36400 | | 36400 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | TeleCommunication Systems, Inc. | | TSYS | | 87929J103 | | 10-Jun-10 | | 36400 | | 36400 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | TeleCommunication Systems, Inc. | | TSYS | | 87929J103 | | 10-Jun-10 | | 36400 | | 36400 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | TeleCommunication Systems, Inc. | | TSYS | | 87929J103 | | 10-Jun-10 | | 36400 | | 36400 | | Management | | 2 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
126397.1 | | TeleCommunication Systems, Inc. | | TSYS | | 87929J103 | | 10-Jun-10 | | 36400 | | 36400 | | Management | | 3 | | Amend Employee Stock Purchase Plan | | For | | For | | For | | Yes |
126397.1 | | Wonder Auto Technology, Inc. | | WATG | | 978166106 | | 10-Jun-10 | | 25100 | | 25100 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Wonder Auto Technology, Inc. | | WATG | | 978166106 | | 10-Jun-10 | | 25100 | | 25100 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Wonder Auto Technology, Inc. | | WATG | | 978166106 | | 10-Jun-10 | | 25100 | | 25100 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Wonder Auto Technology, Inc. | | WATG | | 978166106 | | 10-Jun-10 | | 25100 | | 25100 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Wonder Auto Technology, Inc. | | WATG | | 978166106 | | 10-Jun-10 | | 25100 | | 25100 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Wonder Auto Technology, Inc. | | WATG | | 978166106 | | 10-Jun-10 | | 25100 | | 25100 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Netezza Corporation | | NZ | | 64111N101 | | 11-Jun-10 | | 35700 | | 35700 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Netezza Corporation | | NZ | | 64111N101 | | 11-Jun-10 | | 35700 | | 35700 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Netezza Corporation | | NZ | | 64111N101 | | 11-Jun-10 | | 35700 | | 35700 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Yongye International, Inc. | | YONG | | 98607B106 | | 11-Jun-10 | | 54100 | | 54100 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Yongye International, Inc. | | YONG | | 98607B106 | | 11-Jun-10 | | 54100 | | 54100 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Yongye International, Inc. | | YONG | | 98607B106 | | 11-Jun-10 | | 54100 | | 54100 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Yongye International, Inc. | | YONG | | 98607B106 | | 11-Jun-10 | | 54100 | | 54100 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Yongye International, Inc. | | YONG | | 98607B106 | | 11-Jun-10 | | 54100 | | 54100 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Yongye International, Inc. | | YONG | | 98607B106 | | 11-Jun-10 | | 54100 | | 54100 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Yongye International, Inc. | | YONG | | 98607B106 | | 11-Jun-10 | | 54100 | | 54100 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Yongye International, Inc. | | YONG | | 98607B106 | | 11-Jun-10 | | 54100 | | 54100 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Yongye International, Inc. | | YONG | | 98607B106 | | 11-Jun-10 | | 54100 | | 54100 | | Management | | 3 | | Approve Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | T-3 Energy Services, Inc. | | TTES | | 87306E107 | | 14-Jun-10 | | 32700 | | 32700 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | T-3 Energy Services, Inc. | | TTES | | 87306E107 | | 14-Jun-10 | | 32700 | | 32700 | | Management | | 2 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | T-3 Energy Services, Inc. | | TTES | | 87306E107 | | 14-Jun-10 | | 32700 | | 32700 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | T-3 Energy Services, Inc. | | TTES | | 87306E107 | | 14-Jun-10 | | 32700 | | 32700 | | Management | | 4 | | Other Business | | For | | For | | For | | Yes |
126397.1 | | Natural Gas Services Group, Inc | | NGS | | 63886Q109 | | 15-Jun-10 | | 24300 | | 24300 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Natural Gas Services Group, Inc | | NGS | | 63886Q109 | | 15-Jun-10 | | 24300 | | 24300 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Natural Gas Services Group, Inc | | NGS | | 63886Q109 | | 15-Jun-10 | | 24300 | | 24300 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | BioMimetic Therapeutics, Inc. | | BMTI | | 09064X101 | | 17-Jun-10 | | 24400 | | 24400 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | BioMimetic Therapeutics, Inc. | | BMTI | | 09064X101 | | 17-Jun-10 | | 24400 | | 24400 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | BioMimetic Therapeutics, Inc. | | BMTI | | 09064X101 | | 17-Jun-10 | | 24400 | | 24400 | | Management | | 2 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | BioMimetic Therapeutics, Inc. | | BMTI | | 09064X101 | | 17-Jun-10 | | 24400 | | 24400 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | DXP Enterprises, Inc. | | DXPE | | 233377407 | | 18-Jun-10 | | 36100 | | 36100 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | DXP Enterprises, Inc. | | DXPE | | 233377407 | | 18-Jun-10 | | 36100 | | 36100 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | DXP Enterprises, Inc. | | DXPE | | 233377407 | | 18-Jun-10 | | 36100 | | 36100 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | DXP Enterprises, Inc. | | DXPE | | 233377407 | | 18-Jun-10 | | 36100 | | 36100 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | DXP Enterprises, Inc. | | DXPE | | 233377407 | | 18-Jun-10 | | 36100 | | 36100 | | Management | | 2 | | Other Business | | For | | For | | For | | Yes |
126397.1 | | Allos Therapeutics, Inc. | | ALTH | | 019777101 | | 22-Jun-10 | | 85700 | | 85700 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Allos Therapeutics, Inc. | | ALTH | | 019777101 | | 22-Jun-10 | | 85700 | | 85700 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Allos Therapeutics, Inc. | | ALTH | | 019777101 | | 22-Jun-10 | | 85700 | | 85700 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Allos Therapeutics, Inc. | | ALTH | | 019777101 | | 22-Jun-10 | | 85700 | | 85700 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Allos Therapeutics, Inc. | | ALTH | | 019777101 | | 22-Jun-10 | | 85700 | | 85700 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Allos Therapeutics, Inc. | | ALTH | | 019777101 | | 22-Jun-10 | | 85700 | | 85700 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Allos Therapeutics, Inc. | | ALTH | | 019777101 | | 22-Jun-10 | | 85700 | | 85700 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Allos Therapeutics, Inc. | | ALTH | | 019777101 | | 22-Jun-10 | | 85700 | | 85700 | | Management | | 2 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | Allos Therapeutics, Inc. | | ALTH | | 019777101 | | 22-Jun-10 | | 85700 | | 85700 | | Management | | 3 | | Increase Authorized Common Stock | | For | | For | | For | | Yes |
126397.1 | | Allos Therapeutics, Inc. | | ALTH | | 019777101 | | 22-Jun-10 | | 85700 | | 85700 | | Management | | 4 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Fortinet, Inc. | | FTNT | | 34959E109 | | 22-Jun-10 | | 25800 | | 25800 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Fortinet, Inc. | | FTNT | | 34959E109 | | 22-Jun-10 | | 25800 | | 25800 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Fortinet, Inc. | | FTNT | | 34959E109 | | 22-Jun-10 | | 25800 | | 25800 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | True Religion Apparel, Inc. | | TRLG | | 89784N104 | | 22-Jun-10 | | 29500 | | 29500 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | True Religion Apparel, Inc. | | TRLG | | 89784N104 | | 22-Jun-10 | | 29500 | | 29500 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | True Religion Apparel, Inc. | | TRLG | | 89784N104 | | 22-Jun-10 | | 29500 | | 29500 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | True Religion Apparel, Inc. | | TRLG | | 89784N104 | | 22-Jun-10 | | 29500 | | 29500 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | True Religion Apparel, Inc. | | TRLG | | 89784N104 | | 22-Jun-10 | | 29500 | | 29500 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | True Religion Apparel, Inc. | | TRLG | | 89784N104 | | 22-Jun-10 | | 29500 | | 29500 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | True Religion Apparel, Inc. | | TRLG | | 89784N104 | | 22-Jun-10 | | 29500 | | 29500 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | True Religion Apparel, Inc. | | TRLG | | 89784N104 | | 22-Jun-10 | | 29500 | | 29500 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | Universal Display Corporation | | PANL | | 91347P105 | | 24-Jun-10 | | 9200 | | 9200 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Universal Display Corporation | | PANL | | 91347P105 | | 24-Jun-10 | | 9200 | | 9200 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Universal Display Corporation | | PANL | | 91347P105 | | 24-Jun-10 | | 9200 | | 9200 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Universal Display Corporation | | PANL | | 91347P105 | | 24-Jun-10 | | 9200 | | 9200 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Universal Display Corporation | | PANL | | 91347P105 | | 24-Jun-10 | | 9200 | | 9200 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Universal Display Corporation | | PANL | | 91347P105 | | 24-Jun-10 | | 9200 | | 9200 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Universal Display Corporation | | PANL | | 91347P105 | | 24-Jun-10 | | 9200 | | 9200 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | Universal Display Corporation | | PANL | | 91347P105 | | 24-Jun-10 | | 9200 | | 9200 | | Management | | 2 | | Increase Authorized Common Stock | | For | | For | | For | | Yes |
126397.1 | | Universal Display Corporation | | PANL | | 91347P105 | | 24-Jun-10 | | 9200 | | 9200 | | Management | | 3 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | The Spectranetics Corporation | | SPNC | | 84760C107 | | 25-Jun-10 | | 102900 | | 102900 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | The Spectranetics Corporation | | SPNC | | 84760C107 | | 25-Jun-10 | | 102900 | | 102900 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | The Spectranetics Corporation | | SPNC | | 84760C107 | | 25-Jun-10 | | 102900 | | 102900 | | Management | | 2 | | Approve Employee Stock Purchase Pln | | For | | For | | For | | Yes |
126397.1 | | The Spectranetics Corporation | | SPNC | | 84760C107 | | 25-Jun-10 | | 102900 | | 102900 | | Management | | 3 | | Amend Omnibus Compensation Plan | | For | | For | | For | | Yes |
126397.1 | | The Spectranetics Corporation | | SPNC | | 84760C107 | | 25-Jun-10 | | 102900 | | 102900 | | Management | | 4 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | New York & Company, Inc. | | NWY | | 649295102 | | 28-Jun-10 | | 81000 | | 81000 | | Management | | 1.1 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | New York & Company, Inc. | | NWY | | 649295102 | | 28-Jun-10 | | 81000 | | 81000 | | Management | | 1.2 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | New York & Company, Inc. | | NWY | | 649295102 | | 28-Jun-10 | | 81000 | | 81000 | | Management | | 1.3 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | New York & Company, Inc. | | NWY | | 649295102 | | 28-Jun-10 | | 81000 | | 81000 | | Management | | 1.4 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | New York & Company, Inc. | | NWY | | 649295102 | | 28-Jun-10 | | 81000 | | 81000 | | Management | | 1.5 | | Elect Directors | | For | | For | | For | | Yes |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
126397.1 | | New York & Company, Inc. | | NWY | | 649295102 | | 28-Jun-10 | | 81000 | | 81000 | | Management | | 1.6 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | New York & Company, Inc. | | NWY | | 649295102 | | 28-Jun-10 | | 81000 | | 81000 | | Management | | 1.7 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | New York & Company, Inc. | | NWY | | 649295102 | | 28-Jun-10 | | 81000 | | 81000 | | Management | | 1.8 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | New York & Company, Inc. | | NWY | | 649295102 | | 28-Jun-10 | | 81000 | | 81000 | | Management | | 1.9 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | New York & Company, Inc. | | NWY | | 649295102 | | 28-Jun-10 | | 81000 | | 81000 | | Management | | 1.10 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | New York & Company, Inc. | | NWY | | 649295102 | | 28-Jun-10 | | 81000 | | 81000 | | Management | | 1.11 | | Elect Directors | | For | | For | | For | | Yes |
126397.1 | | New York & Company, Inc. | | NWY | | 649295102 | | 28-Jun-10 | | 81000 | | 81000 | | Management | | 2 | | Ratify Auditors | | For | | For | | For | | Yes |
126397.1 | | 02Micro International Ltd. | | OIIM | | 67107W100 | | 30-Jun-10 | | 49900 | | 49900 | | Management | | | | Header | | | | | | | | Yes |
126397.1 | | 02Micro International Ltd. | | OIIM | | 67107W100 | | 30-Jun-10 | | 49900 | | 49900 | | Management | | 1 | | Elect Directors (Bundled) | | For | | For | | For | | Yes |
126397.1 | | 02Micro International Ltd. | | OIIM | | 67107W100 | | 30-Jun-10 | | 49900 | | 49900 | | Management | | 2 | | Authorize Share Repurchase Program | | For | | For | | For | | Yes |
126397.1 | | 02Micro International Ltd. | | OIIM | | 67107W100 | | 30-Jun-10 | | 49900 | | 49900 | | Management | | 3 | | Accept Fin Statmnts & Statut Rpts | | For | | For | | For | | Yes |
126397.1 | | 02Micro International Ltd. | | OIIM | | 67107W100 | | 30-Jun-10 | | 49900 | | 49900 | | Management | | 4 | | Ratify Auditors | | For | | For | | For | | Yes |
IVY FUNDS VIP MID CAP GROWTH
Proxy Voting Record
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | |
Data Domain, Inc. | | Meeting Date |
| |
| | 02-Jul-09 |
Ticker: DDUP | | |
CUSIP: N/A
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Ronald D. Bernal | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Aneel Bhusri | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Jeffrey A. Miller | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 71,300 | | 71,300 |
| | | | Totals: | | 71,300 | | 71,300 |
| | | | | | | | |
| | |
Microchip Technology Incorporated | | Meeting Date |
| |
| | 14-Aug-09 |
Ticker: MCHP | | |
CUSIP: 595017104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Steve Sanghi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Albert J. Hugo-martinez | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director L.b. Day | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Matthew W. Chapman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Wade F. Meyercord | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 76,750 | | 76,750 |
| | | | Totals: | | 76,750 | | 76,750 |
| | | | | | | | |
| | |
Cooper Industries plc | | Meeting Date |
| |
| | 31-Aug-09 |
Ticker: CBE | | |
CUSIP: G24140108
Page 1 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Reincorporation from Bermuda to Ireland through Scheme of Arrangement | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve the Creation of Distributable Reserves | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 20,650 | | 20,650 |
| | | | Totals: | | 20,650 | | 20,650 |
| | | | | | | | |
| | |
Global Payments, Inc. | | Meeting Date |
| |
| | 30-Sep-09 |
Ticker: GPN | | |
CUSIP: 37940X102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Alex W. Hart | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director William I. Jacobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Alan M. Silberstein | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 42,550 | | 42,550 |
| | | | Totals: | | 42,550 | | 42,550 |
| | | | | | | | |
| | |
Paychex, Inc. | | Meeting Date |
| |
| | 13-Oct-09 |
Ticker: PAYX | | |
CUSIP: 704326107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director B. Thomas Golisano | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director David J.S. Flaschen | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Grant M. Inman | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Pamela A. Joseph | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Jonathan J. Judge | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Joseph M. Tucci | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Joseph M. Velli | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 2 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 73,650 | | 73,650 |
| | | | Totals: | | 73,650 | | 73,650 |
| | | | | | | | |
| | |
NetApp, Inc. | | Meeting Date |
| |
| | 14-Oct-09 |
Ticker: NTAP | | |
CUSIP: 64110D104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Daniel J. Warmenhoven | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Donald T. Valentine | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Jeffry R. Allen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Alan L. Earhart | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Thomas Georgens | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Mark Leslie | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Nicholas G. Moore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director George T. Shaheen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Robert T. Wall | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 52,900 | | 52,900 |
| | | | Totals: | | 52,900 | | 52,900 |
| | | | | | | | |
| | |
Linear Technology Corporation | | Meeting Date |
| |
| | 04-Nov-09 |
Ticker: LLTC | | |
CUSIP: 535678106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert H. Swanson, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director David S. Lee | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Lothar Maier | | Mgmt | | Yes | | For | | For |
Page 3 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
1.4 | | Elect Director Richard M. Moley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Thomas S. Volpe | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 43,350 | | 43,350 |
| | | | Totals: | | 43,350 | | 43,350 |
| | | | | | | | |
| | |
Meredith Corporation | | Meeting Date |
| |
| | 04-Nov-09 |
Ticker: MDP | | |
CUSIP: 589433101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director James R. Craigie | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director William T. Kerr | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Frederick B. Henry | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 59,300 | | 59,300 |
| | | | Totals: | | 59,300 | | 59,300 |
| | | | | | | | |
| | |
Solera Holdings, Inc. | | Meeting Date |
| |
| | 11-Nov-09 |
Ticker: SLH | | |
CUSIP: 83421A104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Tony Aquila | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Arthur F. Kingsbury | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Jerrell W. Shelton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Kenneth A. Viellieu | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Stuart J. Yarbrough | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 4 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 72,950 | | 72,950 |
| | | | Totals: | | 72,950 | | 72,950 |
| | | | | | | | |
| | |
Donaldson Co., Inc. | | Meeting Date |
| |
| | 20-Nov-09 |
Ticker: DCI | | |
CUSIP: 257651109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Jack W. Eugster | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John F. Grundhofer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Paul David Miller | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 22,400 | | 22,400 |
| | | | Totals: | | 22,400 | | 22,400 |
| | | | | | | | |
| | |
Chipotle Mexican Grill Inc | | Meeting Date |
| |
| | 21-Dec-09 |
Ticker: CMG | | |
CUSIP: 169656105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Eliminate Class of Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 10,950 | | 10,950 |
| | | | Totals: | | 10,950 | | 10,950 |
| | | | | | | | |
| | |
Ralcorp Holdings, Inc. | | Meeting Date |
| |
| | 26-Jan-10 |
Ticker: RAH | | |
CUSIP: 751028101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Bill G. Armstrong | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director J. Patrick Mulcahy | | Mgmt | | Yes | | For | | For |
Page 5 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
1.3 | | Elect Director William P. Stiritz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 15,350 | | 15,350 |
| | | | Totals: | | 15,350 | | 15,350 |
| | | | | | | | |
| | |
TD AMERITRADE Holding Corp. | | Meeting Date |
| |
| | 25-Feb-10 |
Ticker: AMTD | | |
CUSIP: 87236Y108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Marshall A. Cohen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director William H. Hatanaka | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director J. Peter Ricketts | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Allan R. Tessler | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 89,350 | | 89,350 |
| | | | Totals: | | 89,350 | | 89,350 |
| | | | | | | | |
| | |
Hologic, Inc. | | Meeting Date |
| |
| | 03-Mar-10 |
Ticker: HOLX | | |
CUSIP: 436440101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John W. Cumming | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert A. Cascella | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Glenn P. Muir | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Sally W. Crawford | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director David R. LaVance Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Nancy L. Leaming | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Lawrence M. Levy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Elaine S. Ullian | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Wayne Wilson | | Mgmt | | Yes | | For | | For |
Page 6 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 111,994 | | 111,994 |
| | | | Totals: | | 111,994 | | 111,994 |
| | | | | | | | |
| | |
Whole Foods Market, Inc. | | Meeting Date |
| |
| | 08-Mar-10 |
Ticker: WFMI | | |
CUSIP: 966837106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John B. Elstrott | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Gabrielle E. Greene | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Hass Hassan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Stephanie Kugelman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John P. Mackey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Jonathan A. Seiffer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Morris J. Siegel | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Jonathan D. Sokoloff | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Ralph Z. Sorenson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director W.A. (Kip) Tindell, III | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | |
4 | | Amend Articles/Bylaws/Charter — Removal of Directors | | SH | | Yes | | Against | | For |
| | | | | |
5 | | Adopt a Policy Establishing an Engagement Process with Proponents to Shareholder Proposals | | SH | | Yes | | Against | | Against |
| | | | | |
6 | | Adopt and Disclose Succession Planning Policy | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 111,100 | | 111,100 |
| | | | Totals: | | 111,100 | | 111,100 |
| | | | | | | | |
| | |
IDEX Corporation | | Meeting Date |
| |
| | 06-Apr-10 |
Ticker: IEX | | |
CUSIP: 45167R104
Page 7 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Neil A. Springer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Ruby R. Chandy | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 62,600 | | 62,600 |
| | | | Totals: | | 62,600 | | 62,600 |
| | | | | | | | |
| | |
Discover Financial Services | | Meeting Date |
| |
| | 08-Apr-10 |
Ticker: DFS | | |
CUSIP: 254709108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Jeffrey S. Aronin | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Mary K. Bush | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Gregory C. Case | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Robert M. Devlin | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Cynthia A. Glassman | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Richard H. Lenny | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Thomas G. Maheras | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Michael H. Moskow | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director David W. Nelms | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director E. Follin Smith | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Lawrence A.Weinbach | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 140,150 | | 140,150 |
| | | | Totals: | | 140,150 | | 140,150 |
| | | | | | | | |
| | |
Fastenal Company | | Meeting Date |
| |
| | 20-Apr-10 |
Ticker: FAST | | |
CUSIP: 311900104
Page 8 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert A. Kierlin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Stephen M. Slaggie | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Michael M. Gostomski | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Hugh L. Miller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Willard D. Oberton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Michael J. Dolan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Reyne K. Wisecup | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Michael J. Ancius | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Scott A. Satterlee | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 60,650 | | 60,650 |
| | | | Totals: | | 60,650 | | 60,650 |
| | | | | | | | |
| | |
EQT Corporation | | Meeting Date |
| |
| | 21-Apr-10 |
Ticker: EQT | | |
CUSIP: 26884L109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Vicky A. Bailey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Murry S. Gerber | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director George L. Miles, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James W. Whalen | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | |
4 | | Prepare Sustainability Report | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 38,900 | | 38,900 |
| | | | Totals: | | 38,900 | | 38,900 |
| | | | | | | | |
| | |
Intuitive Surgical, Inc. | | Meeting Date |
| |
| | 21-Apr-10 |
Ticker: ISRG | | |
CUSIP: 46120E602
Page 9 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Alan J. Levy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Eric H. Halvorson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Amal M. Johnson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 2,750 | | 2,750 |
| | | | Totals: | | 2,750 | | 2,750 |
| | | | | | | | |
| | |
Signature Bank | | Meeting Date |
| |
| | 21-Apr-10 |
Ticker: SBNY | | |
CUSIP: 82669G104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John Tamberlane | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Yacov Levy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Frank R. Selvaggi | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 53,150 | | 53,150 |
| | | | Totals: | | 53,150 | | 53,150 |
| | | | | | | | |
| | |
Sonoco Products Company | | Meeting Date |
| |
| | 21-Apr-10 |
Ticker: SON | | |
CUSIP: 835495102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director C.C. Fort | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director J.H. Mullin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director P.R. Rollier | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director T.E. Whiddon | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 10 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 32,250 | | 32,250 |
| | | | Totals: | | 32,250 | | 32,250 |
| | | | | | | | |
| | |
P.F. Chang’s China Bistro, Inc. | | Meeting Date |
| |
| | 22-Apr-10 |
Ticker: PFCB | | |
CUSIP: 69333Y108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Kerrii B. Anderson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Richard L. Federico | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Lesley H. Howe | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Dawn E. Hudson | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Kenneth A. May | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director M. Ann Rhoades | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director James G. Shennan, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Robert T. Vivian | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director R. Michael Welborn | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Kenneth J. Wessels | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 37,450 | | 37,450 |
| | | | Totals: | | 37,450 | | 37,450 |
| | | | | | | | |
| | |
Patterson-UTI Energy, Inc. | | Meeting Date |
| |
| | 26-Apr-10 |
Ticker: PTEN | | |
CUSIP: 703481101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Mark S. Siegel | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Kenneth N. Berns | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Charles O. Buckner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Curtis W. Huff | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Terry H. Hunt | | Mgmt | | Yes | | For | | For |
Page 11 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
1.6 | | Elect Director Kenneth R. Peak | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Cloyce A. Talbott | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Other Business | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 65,550 | | 65,550 |
| | | | Totals: | | 65,550 | | 65,550 |
| | | | | | | | |
| | |
Cooper Industries plc | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: CBE | | |
CUSIP: G24140108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1a | | Reelect Stephen G. Butler as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1b | | Reelect Dan F. Smith as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1c | | Reelect Gerald B. Smith as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1d | | Reelect Mark S. Thompson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Ernst & Young as Auditors and Authorize the Audit Committee to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Authorize Share Repurchase of any Subsidiary of the Company | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Authorise Reissuance of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 22,750 | | 22,750 |
| | | | Totals: | | 22,750 | | 22,750 |
| | | | | | | | |
| | |
LAZARD LTD | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: LAZ | | |
CUSIP: G54050102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Laurent Mignon as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Gary W. Parr as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Hal S. Scott as Director | | Mgmt | | Yes | | For | | For |
Page 12 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
2 | | Amend Bye-laws Re: Removal Procedure for Chairman and CEO | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Deloitte & Touche LLP as Auditors and Authorize Board to Fix Their Remuneration Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 39,450 | | 39,450 |
| | | | Totals: | | 39,450 | | 39,450 |
| | | | | | | | |
| | |
Manpower Inc. | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: MAN | | |
CUSIP: 56418H100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Gina R. Boswell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Jack M. Greenberg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Terry A. Hueneke | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Articles of Incorporation to Adopt Majority Voting for Uncontested Election of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Bylaws to Adopt Majority Voting for Uncontested Election of Directors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 4,350 | | 4,350 |
| | | | Totals: | | 4,350 | | 4,350 |
| | | | | | | | |
| | |
Noble Energy, Inc. | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: NBL | | |
CUSIP: 655044105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Jeffrey L. Berenson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Michael A. Cawley | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Edward F. Cox | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Charles D. Davidson | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Thomas J. Edelman | | Mgmt | | Yes | | For | | Against |
| | | | | |
6 | | Elect Director Eric P. Grubman | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Kirby L. Hedrick | | Mgmt | | Yes | | For | | For |
Page 13 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
8 | | Elect Director Scott D. Urban | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director William T. Van Kleef | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 29,650 | | 29,650 |
| | | | Totals: | | 29,650 | | 29,650 |
| | | | | | | | |
| | |
BorgWarner Inc. | | Meeting Date |
| |
| | 28-Apr-10 |
Ticker: BWA | | |
CUSIP: 099724106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Jere A. Drummond | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Timothy M. Manganello | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John R. Mckernan, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Ernest J. Novak, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 27,850 | | 27,850 |
| | | | Totals: | | 27,850 | | 27,850 |
| | | | | | | | |
| | |
J.B. Hunt Transport Services, Inc. | | Meeting Date |
| |
| | 28-Apr-10 |
Ticker: JBHT | | |
CUSIP: 445658107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Douglas G. Duncan | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Sharilyn S. Gasaway | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Coleman H. Peterson | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director James L. Robo | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Wayne Garrison | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Gary C. George | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Bryan Hunt | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 14 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 20,722 | | 20,722 |
| | | | Totals: | | 20,722 | | 20,722 |
| | | | | | | | |
| | |
Allergan, Inc. | | Meeting Date |
| |
| | 29-Apr-10 |
Ticker: AGN | | |
CUSIP: 018490102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Michael R. Gallagher | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Gavin S. Herbert | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Dawn Hudson | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Stephen J. Ryan, MD | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reduce Supermajority Vote Requirement Relating to the Removal of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reduce Supermajority Vote Requirement Relating to Business Combinations | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reduce Supermajority Vote Requirement Relating to Amendments to Certificate of Incorporation | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Amend Articles of Incorporation to Update and Simplify Provisions | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 38,200 | | 38,200 |
| | | | Totals: | | 38,200 | | 38,200 |
| | | | | | | | |
| | |
Hubbell Incorporated | | Meeting Date |
| |
| | 03-May-10 |
Ticker: HUB.B | | |
CUSIP: 443510201
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Timothy H. Powers | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director G. Jackson Ratcliffe | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director George W. Edwards, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Lynn J. Good | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Anthony J. Guzzi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Joel S. Hoffman | | Mgmt | | Yes | | For | | For |
Page 15 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
1.7 | | Elect Director Andrew McNally, IV | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Carlos A. Rodriguez | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Richard J. Swift | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Daniel S. Van Riper | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 20,100 | | 20,100 |
| | | | Totals: | | 20,100 | | 20,100 |
| | | | | | | | |
| | |
CME Group Inc. | | Meeting Date |
| |
| | 05-May-10 |
Ticker: CME | | |
CUSIP: 12572Q105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Terrence A. Duffy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Charles P. Carey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Mark E. Cermak | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Martin J. Gepsman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Leo Melamed | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Joseph Niciforo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director C.C. Odom | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director John F. Sandner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Dennis A. Suskind | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 3,190 | | 3,190 |
| | | | Totals: | | 3,190 | | 3,190 |
| | | | | | | | |
| | |
Expeditors International of Washington, Inc. | | Meeting Date |
| |
| | 05-May-10 |
Ticker: EXPD | | |
CUSIP: 302130109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Mark A. Emmert | | Mgmt | | Yes | | For | | For |
Page 16 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
1.2 | | Elect Director R. Jordan Gates | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Dan P. Kourkoumelis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Michael J. Malone | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John W. Meisenbach | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Peter J. Rose | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director James L.K. Wang | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Robert R. Wright | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 53,400 | | 53,400 |
| | | | Totals: | | 53,400 | | 53,400 |
| | | | | | | | |
| | |
Penske Automotive Group, Inc. | | Meeting Date |
| |
| | 05-May-10 |
Ticker: PAG | | |
CUSIP: 70959W103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John D. Barr | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Michael R. Eisenson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Hiroshi Ishikawa | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Robert H. Kurnick, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director William J. Lovejoy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Kimberly J. McWaters | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Lucio A. Noto | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
1.8 | | Elect Director Roger S. Penske | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Richard J. Peters | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Ronald G. Steinhart | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director H. Brian Thompson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 36,100 | | 36,100 |
| | | | Totals: | | 36,100 | | 36,100 |
| | | | | | | | |
Page 17 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | |
People’s United Financial, Inc. | | Meeting Date |
| |
| | 06-May-10 |
Ticker: PBCT | | |
CUSIP: 712704105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John K. Dwight | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Janet M. Hansen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Mark W. Richards | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | None | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 66,800 | | 66,800 |
| | | | Totals: | | 66,800 | | 66,800 |
| | | | | | | | |
| | |
Henry Schein, Inc. | | Meeting Date |
| |
| | 10-May-10 |
Ticker: HSIC | | |
CUSIP: 806407102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stanley M Bergman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Gerald A Benjamin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director James P Breslawski | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Mark E Mlotek | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Steven Paladino | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Barry J Alperin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Paul Brons | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Donald J Kabat | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Philip A Laskawy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Karyn Mashima | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Norman S Matthews | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Bradley T Sheares, PhD | | Mgmt | | Yes | | For | | For |
| | | | | |
1.13 | | Elect Director Louis W Sullivan, MD | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Non-Employee Director Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 18 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 31,450 | | 31,450 |
| | | | Totals: | | 31,450 | | 31,450 |
| | | | | | | | |
| | |
Arthur J. Gallagher & Co. | | Meeting Date |
| |
| | 11-May-10 |
Ticker: AJG | | |
CUSIP: 363576109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director William L. Bax | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Frank E. English, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director J. Patrick Gallagher, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Ilene S. Gordon | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director David S. Johnson | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director James R. Wimmer | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 40,000 | | 40,000 |
| | | | Totals: | | 40,000 | | 40,000 |
| | | | | | | | |
| | |
Dresser-Rand Group Inc. | | Meeting Date |
| |
| | 11-May-10 |
Ticker: DRC | | |
CUSIP: 261608103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William E. Macaulay | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Vincent R. Volpe Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Rita V. Foley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Louis A. Raspino | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Philip R. Roth | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Stephen A. Snider | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Michael L. Underwood | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Joseph C. Winkler III | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 19 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 33,850 | | 33,850 |
| | | | Totals: | | 33,850 | | 33,850 |
| | | | | | | | |
| | |
Hospira, Inc. | | Meeting Date |
| |
| | 11-May-10 |
Ticker: HSP | | |
CUSIP: 441060100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Connie R. Curran | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Heino von Prondzynski | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Mark F. Wheeler | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 43,400 | | 43,400 |
| | | | Totals: | | 43,400 | | 43,400 |
| | | | | | | | |
| | |
National Oilwell Varco, Inc. | | Meeting Date |
| |
| | 12-May-10 |
Ticker: NOV | | |
CUSIP: 637071101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Ben A. Guill | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Roger L. Jarvis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Eric L. Mattson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 30,350 | | 30,350 |
| | | | Totals: | | 30,350 | | 30,350 |
| | | | | | | | |
| | |
C.H. Robinson Worldwide, Inc. | | Meeting Date |
| |
| | 13-May-10 |
Ticker: CHRW | | |
CUSIP: 12541W209
Page 20 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Steven L. Polacek | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director ReBecca Koenig Roloff | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Michael W. Wickham | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 25,350 | | 25,350 |
| | | | Totals: | | 25,350 | | 25,350 |
| | | | | | | | |
| | |
Starwood Hotels & Resorts Worldwide, Inc. | | Meeting Date |
| |
| | 13-May-10 |
Ticker: HOT | | |
CUSIP: 85590A401
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Adam M. Aron | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Charlene Barshefsky | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Thomas E. Clarke | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Clayton C. Daley, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Bruce W. Duncan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Lizanne Galbreath | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Eric Hippeau | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Stephen R. Quazzo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Thomas O. Ryder | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Frits van Paasschen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Kneeland C. Youngblood | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 29,500 | | 29,500 |
| | | | Totals: | | 29,500 | | 29,500 |
| | | | | | | | |
| | |
Wright Medical Group | | Meeting Date |
| |
| | 13-May-10 |
Ticker: WMGI | | |
Page 21 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
CUSIP: 98235T107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Gary D. Blackford | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Carmen L. Dierson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Martin J. Emerson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Lawrence W. Hamilton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Gary D. Henley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director John L. Miclot | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Amy S. Paul | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Robert J. Quillinan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Director David D. Stevens | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 21,550 | | 21,550 |
| | | | Totals: | | 21,550 | | 21,550 |
| | | | | | | | |
| | |
Nordstrom, Inc. | | Meeting Date |
| |
| | 18-May-10 |
Ticker: JWN | | |
CUSIP: 655664100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Phyllis J. Campbell | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Enrique Hernandez, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Robert G. Miller | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Blake W. Nordstrom | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Erik B. Nordstrom | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Peter E. Nordstrom | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Philip G. Satre | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Robert D. Walter | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Alison A. Winter | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 22 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 27,450 | | 27,450 |
| | | | Totals: | | 27,450 | | 27,450 |
| | | | | | | | |
| | |
Urban Outfitters, Inc. | | Meeting Date |
| |
| | 18-May-10 |
Ticker: URBN | | |
CUSIP: 917047102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Scott A. Belair | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert H. Strouse | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Adopt ILO Based Code of Conduct | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 45,150 | | 45,150 |
| | | | Totals: | | 45,150 | | 45,150 |
| | | | | | | | |
| | |
Kaydon Corporation | | Meeting Date |
| |
| | 19-May-10 |
Ticker: KDN | | |
CUSIP: 486587108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Mark A. Alexander | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director David A. Brandon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Patrick P. Coyne | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director William K. Gerber | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Timothy J. O’Donovan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director James O’Leary | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 34,250 | | 34,250 |
| | | | Totals: | | 34,250 | | 34,250 |
| | | | | | | | |
Page 23 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | |
NVIDIA Corporation | | Meeting Date |
| |
| | 19-May-10 |
Ticker: NVDA | | |
CUSIP: 67066G104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director James C. Gaither | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Jen-Hsun Huang | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director A. Brooke Seawell | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 78,000 | | 78,000 |
| | | | Totals: | | 78,000 | | 78,000 |
| | | | | | | | |
| | |
Knight Transportation, Inc. | | Meeting Date |
| |
| | 20-May-10 |
Ticker: KNX | | |
CUSIP: 499064103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Kevin P. Knight | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Randy Knight | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Michael Garnreiter | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 41,050 | | 41,050 |
| | | | Totals: | | 41,050 | | 41,050 |
| | | | | | | | |
| | |
Petrohawk Energy Corporation | | Meeting Date |
| |
| | 20-May-10 |
Ticker: HK | | |
CUSIP: 716495106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Thomas R. Fuller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert G. Raynolds | | Mgmt | | Yes | | For | | For |
Page 24 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
1.3 | | Elect Director Stephen P. Smiley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Christopher A. Viggiano | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 26,100 | | 26,100 |
| | | | Totals: | | 26,100 | | 26,100 |
| | | | | | | | |
| | |
Quanta Services, Inc. | | Meeting Date |
| |
| | 20-May-10 |
Ticker: PWR | | |
CUSIP: 74762E102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director James R. Ball | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John R. Colson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director J. Michal Conaway | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Ralph R. DiSibio | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Bernard Fried | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Louis C. Golm | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Worthing F. Jackman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Bruce Ranck | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director John R. Wilson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Pat Wood, III | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 49,750 | | 49,750 |
| | | | Totals: | | 49,750 | | 49,750 |
| | | | | | | | |
| | |
Royal Caribbean Cruises Ltd. | | Meeting Date |
| |
| | 20-May-10 |
Ticker: RCL | | |
CUSIP: V7780T103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Reelect William L. Kimsey as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Reelect Gert W. Munthe as Director | | Mgmt | | Yes | | For | | For |
Page 25 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
1.3 | | Reelect Thomas J. Pritzker as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Reelect Bernt Reitan as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify PricewaterhouseCoopers LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Executives and Directors to Hold Equity Based Compensation for a Period Beyond Their Tenure | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 36,400 | | 36,400 |
| | | | Totals: | | 36,400 | | 36,400 |
| | | | | | | | |
| | |
SuccessFactors, Inc. | | Meeting Date |
| |
| | 21-May-10 |
Ticker: SFSF | | |
CUSIP: 864596101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Douglas J. Burgum | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Lars Dalgaard | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Elizabeth A. Nelson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 33,950 | | 33,950 |
| | | | Totals: | | 33,950 | | 33,950 |
| | | | | | | | |
| | |
Dealertrack Holdings, Inc. | | Meeting Date |
| |
| | 24-May-10 |
Ticker: TRAK | | |
CUSIP: 242309102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Ann B. Lane | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John J. McDonnell, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Barry Zwarenstein | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 26 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 78,350 | | 78,350 |
| | | | Totals: | | 78,350 | | 78,350 |
| | | | | | | | |
| | |
Columbia Sportswear Co. | | Meeting Date |
| |
| | 25-May-10 |
Ticker: COLM | | |
CUSIP: 198516106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Gertrude Boyle | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Timothy P. Boyle | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Sarah A. Bany | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Murrey R. Albers | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Stephen E. Babson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Andy D. Bryant | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Edward S. George | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Walter T. Klenz | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director John W. Stanton | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 14,100 | | 14,100 |
| | | | Totals: | | 14,100 | | 14,100 |
| | | | | | | | |
| | |
Stericycle, Inc. | | Meeting Date |
| |
| | 25-May-10 |
Ticker: SRCL | | |
CUSIP: 858912108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Mark C. Miller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Jack W. Schuler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Thomas D. Brown | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Rod F. Dammeyer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director William K. Hall | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Jonathan T. Lord | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director John Patience | | Mgmt | | Yes | | For | | For |
Page 27 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
1.8 | | Elect Director J.W.P. Reid-Anderson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Ronald G. Spaeth | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 19,000 | | 19,000 |
| | | | Totals: | | 19,000 | | 19,000 |
| | | | | | | | |
| | |
Williams-Sonoma, Inc. | | Meeting Date |
| |
| | 26-May-10 |
| |
Ticker: WSM | | |
CUSIP: 969904101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Laura J. Alber | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Adrian D.P. Bellamy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Patrick J. Connolly | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Adrian T. Dillon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Anthony A. Greener | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Ted W. Hall | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Michael R. Lynch | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Sharon L McCollam | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Richard T. Robertson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director David B. Zenoff | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 44,350 | | 44,350 |
| | | | Totals: | | 44,350 | | 44,350 |
| | | | | | | | |
| | |
Cerner Corporation | | Meeting Date |
| |
| | 28-May-10 |
| |
Ticker: CERN | | |
CUSIP: 156782104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Gerald E Bisbee Jr. | | Mgmt | | Yes | | For | | For |
Page 28 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
1.2 | | Elect Director Linda M. Dillman | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 2,850 | | 2,850 |
| | | | Totals: | | 2,850 | | 2,850 |
| | | | | | | | |
| | |
CB Richard Ellis Group, Inc. | | Meeting Date |
| |
| | 02-Jun-10 |
Ticker: CBG | | |
CUSIP: 12497T101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Richard C. Blum | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Curtis F. Feeny | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Bradford M. Freeman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Michael Kantor | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Frederic V. Malek | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Jane J. Su | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Laura D. Tyson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Brett White | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Gary L. Wilson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Ray Wirta | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 141,392 | | 141,392 |
| | | | Totals: | | 141,392 | | 141,392 |
| | | | | | | | |
| | |
Roper Industries, Inc. | | Meeting Date |
| |
| | 02-Jun-10 |
| |
Ticker: ROP | | |
CUSIP: 776696106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director David W. Devonshire | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John F. Fort, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Brian D. Jellison | | Mgmt | | Yes | | For | | For |
Page 29 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 21,200 | | 21,200 |
| | | | Totals: | | 21,200 | | 21,200 |
| | | | | | | | |
| | |
Chipotle Mexican Grill, Inc. | | Meeting Date |
| |
| | 08-Jun-10 |
| |
Ticker: CMG | | |
CUSIP: 169656105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Albert S. Baldocchi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Neil W. Flanzraich | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Darlene J. Friedman | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 10,950 | | 10,950 |
| | | | Totals: | | 10,950 | | 10,950 |
| | | | | | | | |
| | |
J.Crew Group, Inc. | | Meeting Date |
| |
| | 08-Jun-10 |
| |
Ticker: JCG | | |
CUSIP: 46612H402
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Heather Resiman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director David House | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Stuart Sloan | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 46,400 | | 46,400 |
| | | | Totals: | | 46,400 | | 46,400 |
| | | | | | | | |
Page 30 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | |
lululemon athletica inc. | | Meeting Date |
| |
| | 09-Jun-10 |
Ticker: LULU | | |
CUSIP: 550021109
| | | | | | | | | | |
| | | | Proponent
| | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Thomas G. Stemberg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Dennis J. Wilson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 18,751 | | 18,751 |
| | | | Totals: | | 18,751 | | 18,751 |
| | | | | | | | |
| | |
salesforce.com, inc. | | Meeting Date |
| |
| | 10-Jun-10 |
Ticker: CRM | | |
CUSIP: 79466L302
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stratton Sclavos | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Lawrence Tomlinson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Shirley Young | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 20,706 | | 20,706 |
| | | | Totals: | | 20,706 | | 20,706 |
| | | | | | | | |
| | |
Coldwater Creek Inc. | | Meeting Date |
| |
| | 12-Jun-10 |
Ticker: CWTR | | |
CUSIP: 193068103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director James R. Alexander | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Jerry Gramaglia | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Kay Isaacson-Leibowitz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 31 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 142,050 | | 142,050 |
| | | | Totals: | | 142,050 | | 142,050 |
| | | | | | | | |
| | |
Ultra Petroleum Corp. | | Meeting Date |
| |
| | 14-Jun-10 |
Ticker: UPL | | |
CUSIP: 903914109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Michael D. Watford as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect W. Charles Helton as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Robert E. Rigney as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Stephen J. McDaniel as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Roger A. Brown as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Provide a Report Summarizing the Environmental Impact of Hydraulic Fracturing and Potential Policies that will Outline the Reduction or Elimination of Hazards to the Environment | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Sent | | 21,950 | | 21,950 |
| | | | Totals: | | 21,950 | | 21,950 |
| | | | | | | | |
| | |
PetSmart, Inc. | | Meeting Date |
| |
| | 16-Jun-10 |
Ticker: PETM | | |
CUSIP: 716768106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Rakesh Gangwal | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Robert F. Moran | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Barbara A. Munder | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Thomas G. Stemberg | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
Page 32 of 33
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 75 Ivy Funds VIP Mid Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 67,450 | | 67,450 |
| | | | Totals: | | 67,450 | | 67,450 |
| | | | | | | | |
| | |
Semtech Corporation | | Meeting Date |
| |
| | 24-Jun-10 |
Ticker: SMTC | | |
CUSIP: 816850101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Glen M. Antle | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director W. Dean Baker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director James P. Burra | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Bruce C. Edwards | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Rockell N. Hankin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director James T. Lindstrom | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Mohan R. Maheswaran | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director John L. Piotrowski | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
75 Ivy Funds VIP Mid Cap Growth, 75 | | 129162.1 | | Confirmed | | 54,000 | | 54,000 |
| | | | Totals: | | 54,000 | | 54,000 |
| | | | | | | | |
Page 33 of 33
IVY FUNDS VIP MONEY MARKET
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
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
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
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
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
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
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
Proxy Voting Record
IVY FUNDS VIP REAL ESTATE SECURITIES
| | | | | | | | | | | | | | | | | | | | | | |
Company Name | | Ticker | | CUSIP | | Meeting Date | | Record Date | | Meeting Type | | WR79 Shares | | Proposal Number | | Proposal Category | | Management Recommendation | | Proponent | | WR79 Vote |
Acadia Realty Trust | | AKR | | 004239109 | | 5/10/2010 | | 3/31/2010 | | Annual | | 22513 | | 1 | | Directors | | For | | Management | | For |
Acadia Realty Trust | | AKR | | 004239109 | | 5/10/2010 | | 3/31/2010 | | Annual | | 22513 | | 2 | | Ratify Auditor | | For | | Management | | For |
Agree Realty Corporation | | ADC | | 008492100 | | 5/10/2010 | | 3/12/2010 | | Annual | | 1400 | | 1 | | Directors | | For | | Management | | For |
Agree Realty Corporation | | ADC | | 008492100 | | 5/10/2010 | | 3/12/2010 | | Annual | | 1400 | | 2 | | Ratify Auditor | | For | | Management | | For |
Alexandria Real Estate Equities, Inc. | | ARE | | 015271109 | | 5/27/2010 | | 3/31/2010 | | Annual | | 6200 | | 1 | | Directors | | For | | Management | | For |
Alexandria Real Estate Equities, Inc. | | ARE | | 015271109 | | 5/27/2010 | | 3/31/2010 | | Annual | | 6200 | | 2 | | Approve Amendment to Incentive Plan | | For | | Management | | For |
Alexandria Real Estate Equities, Inc. | | ARE | | 015271109 | | 5/27/2010 | | 3/31/2010 | | Annual | | 6200 | | 3 | | Ratify Auditor | | For | | Management | | For |
AMB Property Corporation | | AMB | | 00163T109 | | 5/6/2010 | | 3/3/2010 | | Annual | | 18200 | | 1 | | Directors | | For | | Management | | For |
AMB Property Corporation | | AMB | | 00163T109 | | 5/6/2010 | | 3/3/2010 | | Annual | | 18200 | | 2 | | Ratify Auditor | | For | | Management | | For |
American Campus Communities Inc. | | ACC | | 024835100 | | 5/6/2010 | | 3/15/2010 | | Annual | | 3700 | | 1 | | Director | | For | | Management | | For |
American Campus Communities Inc. | | ACC | | 024835100 | | 5/6/2010 | | 3/15/2010 | | Annual | | 3700 | | 2 | | Approve Incentive Plan | | For | | Management | | For |
American Campus Communities Inc. | | ACC | | 024835100 | | 5/6/2010 | | 3/15/2010 | | Annual | | 3700 | | 3 | | Ratify Auditor | | For | | Management | | For |
American Tower Corporation | | AMT | | 029912201 | | 5/12/2010 | | 3/16/2010 | | Annual | | 1900 | | 1 | | Director | | For | | Management | | For |
American Tower Corporation | | AMT | | 029912201 | | 5/12/2010 | | 3/16/2010 | | Annual | | 1900 | | 2 | | Ratify Auditor | | For | | Management | | For |
Associated Estates Realty Corp. | | AEC | | 045604105 | | 5/5/2010 | | 3/15/2010 | | Annual | | 13200 | | 1 | | Directors | | For | | Management | | For |
Associated Estates Realty Corp. | | AEC | | 045604105 | | 5/5/2010 | | 3/15/2010 | | Annual | | 13200 | | 2 | | Approve Shares Issuance | | For | | Management | | For |
Associated Estates Realty Corp. | | AEC | | 045604105 | | 5/5/2010 | | 3/15/2010 | | Annual | | 13200 | | 3 | | Ratify Auditor | | For | | Management | | For |
Avalonbay Communities Inc. | | AVB | | 053484101 | | 5/19/2010 | | 3/5/2010 | | Annual | | 10970 | | 1 | | Director | | For | | Management | | For |
Avalonbay Communities Inc. | | AVB | | 053484101 | | 5/19/2010 | | 3/5/2010 | | Annual | | 10970 | | 2 | | Ratify Auditor | | For | | Management | | For |
Biomed Realty Trust Inc. | | BMR | | 09063H107 | | 5/26/2010 | | 3/15/2010 | | Annual | | 30400 | | 1 | | Director | | For | | Management | | For |
Biomed Realty Trust Inc. | | BMR | | 09063H107 | | 5/26/2010 | | 3/15/2010 | | Annual | | 30400 | | 2 | | Ratify Auditor | | For | | Management | | For |
Boston Properties Incorporated | | BXP | | 101121101 | | 5/18/2010 | | 3/24/2010 | | Annual | | 22000 | | 1 | | Director | | For | | Management | | For |
Boston Properties Incorporated | | BXP | | 101121101 | | 5/18/2010 | | 3/24/2010 | | Annual | | 22000 | | 2 | | Approve Amendment to Certification of Incorporatio | | For | | Management | | For |
Boston Properties Incorporated | | BXP | | 101121101 | | 5/18/2010 | | 3/24/2010 | | Annual | | 22000 | | 3 | | Ratify Auditor | | For | | Management | | For |
Boston Properties Incorporated | | BXP | | 101121101 | | 5/18/2010 | | 3/24/2010 | | Annual | | 22000 | | 4 | | Consider Stockholder Proposal | | Against | | Management | | Against |
Boston Properties Incorporated | | BXP | | 101121101 | | 5/18/2010 | | 3/24/2010 | | Annual | | 22000 | | 5 | | Consider Stockholder Proposal | | Against | | Management | | Against |
Brookdale Senior Living Inc. | | BKD | | 112463104 | | 6/15/2010 | | 4/19/2010 | | Annual | | 15322 | | 1 | | Directors | | For | | Management | | For |
Brookdale Senior Living Inc. | | BKD | | 112463104 | | 6/15/2010 | | 4/19/2010 | | Annual | | 15322 | | 2 | | Ratify Auditor | | For | | Management | | For |
Camden Property Trust | | CPT | | 133131102 | | 5/3/2010 | | 3/12/2010 | | Annual | | 4900 | | 1 | | Director | | For | | Management | | For |
Camden Property Trust | | CPT | | 133131102 | | 5/3/2010 | | 3/12/2010 | | Annual | | 4900 | | 2 | | Ratify Auditor | | For | | Management | | For |
CB Richard Ellis Group, Inc. | | CBG | | 12497T101 | | 6/2/2010 | | 4/9/2010 | | Annual | | 7500 | | 1 | | Directors | | For | | Management | | For |
CB Richard Ellis Group, Inc. | | CBG | | 12497T101 | | 6/2/2010 | | 4/9/2010 | | Annual | | 7500 | | 2 | | Ratify Auditor | | For | | Management | | For |
CBL & Associates Properties | | CBL | | 124830100 | | 9/21/2009 | | 8/10/2009 | | Annual | | 49600 | | 1 | | Proposal to increase shares | | For | | Management | | For |
CBL & Associates Properties, Inc. | | CBL | | 124830100 | | 5/3/2010 | | 3/5/2010 | | Annual | | 34500 | | 1 | | Directors | | For | | Management | | For |
CBL & Associates Properties, Inc. | | CBL | | 124830100 | | 5/3/2010 | | 3/5/2010 | | Annual | | 34500 | | 2 | | Ratify Auditor | | For | | Management | | For |
CBL & Associates Properties, Inc. | | CBL | | 124830100 | | 5/3/2010 | | 3/5/2010 | | Annual | | 34500 | | 3 | | Stockholder Proposal | | Abstain | | Management | | For |
Colonial Properties Trust | | CLP | | 195872106 | | 4/28/2010 | | 2/19/2010 | | Annual | | 13100 | | 1 | | Directors | | For | | Management | | For |
Colonial Properties Trust | | CLP | | 195872106 | | 4/28/2010 | | 2/19/2010 | | Annual | | 13100 | | 2 | | Ratify Auditor | | For | | Management | | For |
Colony Financial Inc. | | CLNY | | 19624R106 | | 5/27/2010 | | 4/7/2010 | | Annual | | 10000 | | 1 | | Directors | | For | | Management | | For |
Corporate Office Properties Corp. | | 22002T108 | | 22002T108 | | 5/14/2010 | | 3/10/2010 | | Annual | | 13500 | | 1 | | Director | | For | | Management | | For |
Corporate Office Properties Corp. | | 22002T108 | | 22002T108 | | 5/14/2010 | | 3/10/2010 | | Annual | | 13500 | | 2 | | Ratify Auditor | | For | | Management | | For |
Corporate Office Properties Corp. | | 22002T108 | | 22002T108 | | 5/14/2010 | | 3/10/2010 | | Annual | | 13500 | | 3 | | Consider Stockholder Proposal | | For | | Management | | For |
Crown Castle International Corp. | | CCI | | 228227104 | | 5/18/2010 | | 3/19/2010 | | Annual | | 4700 | | 1 | | Directors | | For | | Management | | For |
Crown Castle International Corp. | | CCI | | 228227104 | | 5/18/2010 | | 3/19/2010 | | Annual | | 4700 | | 2 | | Ratify Auditor | | For | | Management | | For |
Developers Diversified Realty Corp. | | DDR | | 251591103 | | 5/11/2010 | | 3/15/2010 | | Annual | | 2000 | | 1 | | Directors | | For | | Management | | For |
Developers Diversified Realty Corp. | | DDR | | 251591103 | | 5/11/2010 | | 3/15/2010 | | Annual | | 2000 | | 2 | | Ratify Auditor | | For | | Management | | For |
DiamondRock Hospitality Company | | DRN | | 252784301 | | 3/3/2010 | | 5/28/2010 | | Annual | | 19750 | | 1 | | Directors | | For | | Management | | For |
DiamondRock Hospitality Company | | DRN | | 252784301 | | 3/3/2010 | | 5/28/2010 | | Annual | | 19750 | | 2 | | Ratify Auditor | | For | | Management | | For |
Digital Realty Trust, Inc. | | DLR | | 253868103 | | 4/27/2010 | | 3/8/2010 | | Annual | | 2100 | | 1 | | Directors | | For | | Management | | For |
Digital Realty Trust, Inc. | | DLR | | 253868103 | | 4/27/2010 | | 3/8/2010 | | Annual | | 2100 | | 2 | | Ratify Auditor | | For | | Management | | For |
Douglas Emmett Inc. | | DEI | | 25960P109 | | 5/27/2010 | | 4/1/2010 | | Annual | | 41500 | | 1 | | Directors | | For | | Management | | For |
Douglas Emmett Inc. | | DEI | | 25960P109 | | 5/27/2010 | | 4/1/2010 | | Annual | | 41500 | | 2 | | Ratify Auditor | | For | | Management | | For |
Duke Realty Corp. | | DRE | | 264411505 | | 7/22/2009 | | 5/29/2009 | | Annual | | 13900 | | 1 | | Proposal to Increase Outstanding Shares | | For | | Management | | For |
Duke Realty Corp. | | DRE | | 264411505 | | 7/22/2009 | | 5/29/2009 | | Annual | | 13900 | | 2 | | Proposal to Increase Preferred Shares | | For | | Management | | For |
Duke Realty Corporation | | DRE | | 264411505 | | 4/28/2010 | | 3/1/2010 | | Annual | | 33000 | | 1 | | Directors | | For | | Management | | For |
Duke Realty Corporation | | DRE | | 264411505 | | 4/28/2010 | | 3/1/2010 | | Annual | | 33000 | | 2 | | Ratify Auditor | | For | | Management | | For |
Duke Realty Corporation | | DRE | | 264411505 | | 4/28/2010 | | 3/1/2010 | | Annual | | 33000 | | 3 | | Amendment to Incentive Plan | | For | | Management | | For |
Eastgroup Properties | | EGP | | 277276101 | | 5/26/2010 | | 4/14/2010 | | Annual | | 16100 | | 1 | | Directors | | For | | Management | | For |
Eastgroup Properties | | EGP | | 277276101 | | 5/26/2010 | | 4/14/2010 | | Annual | | 16100 | | 2 | | Ratify Auditor | | For | | Management | | For |
Entertainment Properties Trust | | EPR | | 29380T105 | | 5/12/2010 | | 2/16/2010 | | Annual | | 506 | | 1 | | Directors | | For | | Management | | For |
Entertainment Properties Trust | | EPR | | 29380T105 | | 5/12/2010 | | 2/16/2010 | | Annual | | 506 | | 2 | | Ratify Auditor | | For | | Management | | For |
Equity Residential | | EQR | | 29476L107 | | 6/16/2010 | | 3/31/2010 | | Annual | | 34400 | | 1 | | Directors | | For | | Management | | For |
Equity Residential | | EQR | | 29476L107 | | 6/16/2010 | | 3/31/2010 | | Annual | | 34400 | | 2 | | Ratify Auditor | | For | | Management | | For |
Equity Residential | | EQR | | 29476L107 | | 6/16/2010 | | 3/31/2010 | | Annual | | 34400 | | 3 | | Approve Shareholder Proposal | | Against | | Management | | Against |
Essex Property Trust, Inc. | | ESS | | 297178105 | | 5/15/2010 | | 2/26/2010 | | Annual | | 6273 | | 1 | | Directors | | For | | Management | | For |
Essex Property Trust, Inc. | | ESS | | 297178105 | | 5/15/2010 | | 2/26/2010 | | Annual | | 6273 | | 2 | | Ratify Auditor | | For | | Management | | For |
Essex Property Trust, Inc. | | ESS | | 297178105 | | 5/15/2010 | | 2/26/2010 | | Annual | | 6273 | | 3 | | Transact Other Business | | For | | Management | | Against |
Extra Space Storage Inc. | | EXR | | 30225T102 | | 5/19/2010 | | 3/22/2010 | | Annual | | 16900 | | 1 | | Directors | | For | | Management | | For |
Extra Space Storage Inc. | | EXR | | 30225T102 | | 5/19/2010 | | 3/22/2010 | | Annual | | 16900 | | 2 | | Ratify Auditor | | For | | Management | | For |
Federal Realty Investment Trust | | FRT | | 313747203 | | 5/4/2010 | | 3/17/2010 | | Annual | | 6300 | | 1 | | Directors | | For | | Management | | For |
Federal Realty Investment Trust | | FRT | | 313747203 | | 5/4/2010 | | 3/17/2010 | | Annual | | 6300 | | 2 | | Ratify Auditor | | For | | Management | | For |
Federal Realty Investment Trust | | FRT | | 313747203 | | 5/4/2010 | | 3/17/2010 | | Annual | | 6300 | | 3 | | Approve Incentive Plan | | For | | Management | | For |
Federal Realty Investment Trust | | FRT | | 313747203 | | 5/4/2010 | | 3/17/2010 | | Annual | | 6300 | | 4 | | Consider Shareholder Proposal | | Against | | Management | | Against |
First Potomac Realty Trust | | FPO | | 33610F109 | | 5/20/2010 | | 3/15/2010 | | Annual | | 4800 | | 1 | | Directors | | For | | Management | | For |
First Potomac Realty Trust | | FPO | | 33610F109 | | 5/20/2010 | | 3/15/2010 | | Annual | | 4800 | | 2 | | Amendment to Compensation Plan | | For | | Management | | For |
First Potomac Realty Trust | | FPO | | 33610F109 | | 5/20/2010 | | 3/15/2010 | | Annual | | 4800 | | 3 | | Ratify Auditor | | For | | Management | | For |
Forest City Enterprises, Inc | | FCE | | 345550107 | | 6/16/2010 | | 4/21/2010 | | Annual | | 29700 | | 1 | | Directors | | For | | Management | | For |
Forest City Enterprises, Inc | | FCE | | 345550107 | | 6/16/2010 | | 4/21/2010 | | Annual | | 29700 | | 2 | | Authorize Increase of Common Stock | | For | | Management | | For |
Forest City Enterprises, Inc | | FCE | | 345550107 | | 6/16/2010 | | 4/21/2010 | | Annual | | 29700 | | 3 | | Authorize increase of Preferred Stock | | For | | Management | | For |
Forest City Enterprises, Inc | | FCE | | 345550107 | | 6/16/2010 | | 4/21/2010 | | Annual | | 29700 | | 4 | | Amendment of the Code of Regulations | | For | | Management | | For |
Forest City Enterprises, Inc | | FCE | | 345550107 | | 6/16/2010 | | 4/21/2010 | | Annual | | 29700 | | 5 | | Amendment to Stock Plan | | For | | Management | | For |
Forest City Enterprises, Inc | | FCE | | 345550107 | | 6/16/2010 | | 4/21/2010 | | Annual | | 29700 | | 6 | | Ratify Auditor | | For | | Management | | For |
Franklin Street Properties Trust | | FSP | | 35471R106 | | 5/13/2010 | | 3/15/2010 | | Annual | | 12400 | | 1 | | Directors | | For | | Management | | For |
Franklin Street Properties Trust | | FSP | | 35471R106 | | 5/13/2010 | | 3/15/2010 | | Annual | | 12400 | | 2 | | Approve Incentive Plan | | For | | Management | | For |
Franklin Street Properties Trust | | FSP | | 35471R106 | | 5/13/2010 | | 3/15/2010 | | Annual | | 12400 | | 3 | | Ratify Auditor | | For | | Management | | For |
HCP Inc. | | HCP | | 40414L109 | | 4/22/2010 | | 3/2/2010 | | Annual | | 49900 | | 1 | | Director | | For | | Management | | For |
| | | | | | | | | | | | | | | | | | | | | | |
HCP Inc. | | HCP | | 40414L109 | | 4/22/2010 | | 3/2/2010 | | Annual | | 49900 | | 2 | | Ratify Auditor | | For | | Management | | For |
HCP Inc. | | HCP | | 40414L109 | | 4/22/2010 | | 3/2/2010 | | Annual | | 49900 | | 3 | | Consider Shareholder Proposal | | Against | | Management | | For |
Health Care REIT, Inc. | | HCN | | 42217K106 | | 5/6/2010 | | 3/11/2010 | | Annual | | 16400 | | 1 | | Directors | | For | | Management | | For |
Health Care REIT, Inc. | | HCN | | 42217K106 | | 5/6/2010 | | 3/11/2010 | | Annual | | 16400 | | 2 | | Ratify Auditor | | For | | Management | | For |
Highwoods Properties, Inc. | | HIW | | 431284108 | | 5/13/2010 | | 3/2/2010 | | Annual | | 12100 | | 1 | | Directors | | For | | Management | | For |
Highwoods Properties, Inc. | | HIW | | 431284108 | | 5/13/2010 | | 3/2/2010 | | Annual | | 12100 | | 2 | | Ratify Auditor | | For | | Management | | For |
Highwoods Properties, Inc. | | HIW | | 431284108 | | 5/13/2010 | | 3/2/2010 | | Annual | | 12100 | | 3 | | Approve Ammendement | | For | | Management | | For |
Home Properties, Inc. | | HME | | 437306103 | | 5/4/2010 | | 3/9/2010 | | Annual | | 10100 | | 1 | | Directors | | For | | Management | | For |
Home Properties, Inc. | | HME | | 437306103 | | 5/4/2010 | | 3/9/2010 | | Annual | | 10100 | | 2 | | Approve Deferred Compensation Plan | | For | | Management | | For |
Home Properties, Inc. | | HME | | 437306103 | | 5/4/2010 | | 3/9/2010 | | Annual | | 10100 | | 3 | | Ratify Auditor | | For | | Management | | For |
Host Hotels & Resorts Inc. | | HST | | 44107P104 | | 5/6/2010 | | 3/9/2010 | | Annual | | 103917 | | 1 | | Directors | | For | | Management | | For |
Host Hotels & Resorts Inc. | | HST | | 44107P104 | | 5/6/2010 | | 3/9/2010 | | Annual | | 103917 | | 2 | | Ratify Auditor | | For | | Management | | For |
Kilroy Realty Corp. | | KRC | | 49427F108 | | 5/20/2010 | | 3/19/2010 | | Annual | | 9300 | | 1 | | Directors | | For | | Management | | For |
Kilroy Realty Corp. | | KRC | | 49427F108 | | 5/20/2010 | | 3/19/2010 | | Annual | | 9300 | | 2 | | Amendment to Incentive Plan | | For | | Management | | Against |
Kimco Realty Corp. | | KIM | | 49446R109 | | 5/5/2010 | | 3/11/2010 | | Annual | | 39200 | | 1 | | Director | | For | | Management | | For |
Kimco Realty Corp. | | KIM | | 49446R109 | | 5/5/2010 | | 3/11/2010 | | Annual | | 39200 | | 2 | | Approve Equity Participation Plan | | For | | Management | | For |
Kimco Realty Corp. | | KIM | | 49446R109 | | 5/5/2010 | | 3/11/2010 | | Annual | | 39200 | | 3 | | Ratify Auditor | | For | | Management | | For |
LaSalle Hotel Properties | | LHO | | 517942108 | | 4/22/2010 | | 2/9/2010 | | Annual | | 3300 | | 1 | | Directors | | For | | Management | | For |
LaSalle Hotel Properties | | LHO | | 517942108 | | 4/22/2010 | | 2/9/2010 | | Annual | | 3300 | | 2 | | Ratify Auditor | | For | | Management | | For |
Liberty Property Trust | | LRY | | 531172104 | | 5/20/2010 | | 3/19/2010 | | Annual | | 18400 | | 1 | | Director | | For | | Management | | For |
Liberty Property Trust | | LRY | | 531172104 | | 5/20/2010 | | 3/19/2010 | | Annual | | 18400 | | 2 | | Proposal to Eliminate Classification of Trustees | | For | | Management | | For |
Liberty Property Trust | | LRY | | 531172104 | | 5/20/2010 | | 3/19/2010 | | Annual | | 18400 | | 3 | | Ratify Auditor | | For | | Management | | For |
Mack-Cali Realty Corporation | | CLI | | 554489104 | | 5/25/2010 | | 4/8/2010 | | Annual | | 15100 | | 1 | | Directors | | For | | Management | | For |
Mack-Cali Realty Corporation | | CLI | | 554489104 | | 5/25/2010 | | 4/8/2010 | | Annual | | 15100 | | 2 | | Ratify Auditor | | For | | Management | | For |
Marriott International Incorporated | | MAR | | 571903202 | | 5/7/2010 | | 3/16/2010 | | Annual | | 8737 | | 1 | | Directors | | For | | Management | | For |
Marriott International Incorporated | | MAR | | 571903202 | | 5/7/2010 | | 3/16/2010 | | Annual | | 8737 | | 2 | | Ratify Auditor | | For | | Management | | For |
National Retail Properties, Inc. | | NNN | | 637417106 | | 5/20/2010 | | 3/22/2010 | | Annual | | 13800 | | 1 | | Directors | | For | | Management | | For |
National Retail Properties, Inc. | | NNN | | 637417106 | | 5/20/2010 | | 3/22/2010 | | Annual | | 13800 | | 2 | | Ratify Auditor | | For | | Management | | For |
National Retail Properties, Inc. | | NNN | | 637417106 | | 5/20/2010 | | 3/22/2010 | | Annual | | 13800 | | 3 | | Other Business | | For | | Management | | Against |
Nationwide Health Properties, Inc. | | NHP | | 63862010 | | 5/4/2010 | | 3/17/2010 | | Annual | | 16800 | | 1 | | Directors | | For | | Management | | For |
Nationwide Health Properties, Inc. | | NHP | | 63862010 | | 5/4/2010 | | 3/17/2010 | | Annual | | 16800 | | 2 | | Ratify Auditor | | For | | Management | | For |
Nationwide Health Properties, Inc. | | NHP | | 63862010 | | 5/4/2010 | | 3/17/2010 | | Annual | | 16800 | | 3 | | Approve Incentive Plan | | For | | Management | | For |
Pebblebrook Hotel Trust | | PEB | | 70509V100 | | 5/21/2010 | | 3/22/2010 | | Annual | | 4200 | | 1 | | Director | | For | | Management | | For |
Pebblebrook Hotel Trust | | PEB | | 70509V100 | | 5/21/2010 | | 3/22/2010 | | Annual | | 4200 | | 2 | | Ratify Auditor | | For | | Management | | For |
Prologis | | PLD | | 743410102 | | 5/14/2010 | | 3/16/2010 | | Annual | | 55202 | | 1 | | Directors | | For | | Management | | For |
Prologis | | PLD | | 743410102 | | 5/14/2010 | | 3/16/2010 | | Annual | | 55202 | | 2 | | Approve Amendment to Incetive Plan | | For | | Management | | For |
Prologis | | PLD | | 743410102 | | 5/14/2010 | | 3/16/2010 | | Annual | | 55202 | | 3 | | Approve an Amendment to Incentive Plan | | For | | Management | | For |
Prologis | | PLD | | 743410102 | | 5/14/2010 | | 3/16/2010 | | Annual | | 55202 | | 4 | | Ratify Auditor | | For | | Management | | For |
PS Business Parks, Inc. | | PSB | | 69360J107 | | 5/3/2010 | | 3/10/2010 | | Annual | | 1100 | | 1 | | Directors | | For | | Management | | For |
PS Business Parks, Inc. | | PSB | | 69360J107 | | 5/3/2010 | | 3/10/2010 | | Annual | | 1100 | | 2 | | Ratify Auditor | | For | | Management | | For |
Public Storage Incoporated | | PSA | | 74460D109 | | 5/6/2010 | | 3/10/2010 | | Annual | | 18500 | | 1 | | Directors | | For | | Management | | For |
Public Storage Incoporated | | PSA | | 74460D109 | | 5/6/2010 | | 3/10/2010 | | Annual | | 18500 | | 2 | | Ratify Auditor | | For | | Management | | For |
Regency Centers Corp. | | REG | | 758849103 | | 5/4/2010 | | 2/23/2010 | | Annual | | 13600 | | 1 | | Directors | | For | | Management | | For |
Regency Centers Corp. | | REG | | 758849103 | | 5/4/2010 | | 2/23/2010 | | Annual | | 13600 | | 2 | | Ratify Auditor | | For | | Management | | For |
Retail Opportunity Investment Corp. | | ROIC | | 76131N101 | | 5/6/2010 | | 3/26/2010 | | Annual | | 10600 | | 1 | | Director | | For | | Management | | For |
Retail Opportunity Investment Corp. | | ROIC | | 76131N101 | | 5/6/2010 | | 3/26/2010 | | Annual | | 10600 | | 2 | | Ratify Auditor | | For | | Management | | For |
S.L. Green Realty Corp. | | SLG | | 78440X101 | | 6/15/2010 | | 4/5/2010 | | Annual | | 10100 | | 1 | | Director | | For | | Management | | For |
S.L. Green Realty Corp. | | SLG | | 78440X101 | | 6/15/2010 | | 4/5/2010 | | Annual | | 10100 | | 2 | | Approve Incentive Plan | | For | | Management | | Against |
S.L. Green Realty Corp. | | SLG | | 78440X101 | | 6/15/2010 | | 4/5/2010 | | Annual | | 10100 | | 3 | | Ratify Auditor | | For | | Management | | For |
Simon Property Group, Inc. | | SPG | | 828806109 | | 5/6/2010 | | 3/8/2010 | | Annual | | 42336 | | 1 | | Directors | | For | | Management | | For |
Simon Property Group, Inc. | | SPG | | 828806109 | | 5/6/2010 | | 3/8/2010 | | Annual | | 42336 | | 2 | | Ratify Auditor | | For | | Management | | For |
Starwood Hotels & Resorts Worldwide | | HOT | | 85590A401 | | 5/13/2010 | | 3/17/2010 | | Annual | | 2700 | | 1 | | Directors | | For | | Management | | For |
Starwood Hotels & Resorts Worldwide | | HOT | | 85590A401 | | 5/13/2010 | | 3/17/2010 | | Annual | | 2700 | | 2 | | Ratify Auditor | | For | | Management | | For |
Starwood Hotels & Resorts Worldwide | | HOT | | 85590A401 | | 5/13/2010 | | 3/17/2010 | | Annual | | 2700 | | 3 | | Approve Incentive Plan | | For | | Management | | For |
Starwood Property Trust Inc. | | STWD | | 85571B105 | | 5/6/2010 | | 3/19/2010 | | Annual | | 17800 | | 1 | | Director | | For | | Management | | For |
Starwood Property Trust Inc. | | STWD | | 85571B105 | | 5/6/2010 | | 3/19/2010 | | Annual | | 17800 | | 2 | | Ratify Auditor | | For | | Management | | For |
Taubman Centers Inc. | | TCO | | 876664103 | | 5/21/2010 | | 3/24/2010 | | Annual | | 1000 | | 1 | | Directors | | For | | Management | | For |
Taubman Centers Inc. | | TCO | | 876664103 | | 5/21/2010 | | 3/24/2010 | | Annual | | 1000 | | 2 | | Ratify Auditor | | For | | Management | | For |
Taubman Centers Inc. | | TCO | | 876664103 | | 5/21/2010 | | 3/24/2010 | | Annual | | 1000 | | 3 | | Approve Amendment to Incentive Plan | | For | | Management | | For |
The Macerich Company | | MAC | | 55438101 | | 5/27/2010 | | 3/15/2010 | | Annual | | 18987 | | 1 | | Directors | | For | | Management | | For |
The Macerich Company | | MAC | | 55438101 | | 5/27/2010 | | 3/15/2010 | | Annual | | 18987 | | 2 | | Ratify Auditor | | For | | Management | | For |
UDR Inc. | | UDR | | 902653104 | | 5/14/2010 | | 3/1/2010 | | Annual | | 9700 | | 1 | | Director | | For | | Management | | For |
UDR Inc. | | UDR | | 902653104 | | 5/14/2010 | | 3/1/2010 | | Annual | | 9700 | | 2 | | Ratify Auditor | | For | | Management | | For |
Ventas, Inc. | | VTR | | 92276F100 | | 4/30/2010 | | 3/8/2010 | | Annual | | 20700 | | 1 | | Directors | | For | | Management | | For |
Ventas, Inc. | | VTR | | 92276F100 | | 4/30/2010 | | 3/8/2010 | | Annual | | 20700 | | 2 | | Ratify Auditor | | For | | Management | | For |
Ventas, Inc. | | VTR | | 92276F100 | | 4/30/2010 | | 3/8/2010 | | Annual | | 20700 | | 3 | | Standard for Directors Vote | | Against | | Management | | For |
Vornado Realty Trust | | VNO | | 929042109 | | 5/13/2010 | | 3/15/2010 | | Annual | | 19992 | | 1 | | Directors | | For | | Management | | For |
Vornado Realty Trust | | VNO | | 929042109 | | 5/13/2010 | | 3/15/2010 | | Annual | | 19992 | | 2 | | Ratify Auditor | | For | | Management | | For |
Vornado Realty Trust | | VNO | | 929042109 | | 5/13/2010 | | 3/15/2010 | | Annual | | 19992 | | 3 | | Approve Omnibus Share Plan | | For | | Management | | Against |
Vornado Realty Trust | | VNO | | 929042109 | | 5/13/2010 | | 3/15/2010 | | Annual | | 19992 | | 4 | | Approve Shareholder Proposal | | Against | | Management | | Against |
Vornado Realty Trust | | VNO | | 929042109 | | 5/13/2010 | | 3/15/2010 | | Annual | | 19992 | | 5 | | Approve Shareholder Proposal | | Against | | Management | | Against |
Vornado Realty Trust | | VNO | | 929042109 | | 5/13/2010 | | 3/15/2010 | | Annual | | 19992 | | 6 | | Approve Shareholder Proposal | | Against | | Management | | For |
Washington Real Estate Investment Trust | | WRE | | 939653101 | | 5/18/2010 | | 3/15/2010 | | Annual | | 17700 | | 1 | | Directors | | For | | Management | | For |
Washington Real Estate Investment Trust | | WRE | | 939653101 | | 5/18/2010 | | 3/15/2010 | | Annual | | 17700 | | 2 | | Ratify Auditor | | For | | Management | | For |
IVY FUNDS VIP SCIENCE AND TECHNOLOGY
Proxy Voting Record
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | |
Research In Motion Ltd | | Meeting Date |
| |
| | 14-Jul-09 |
Ticker: RIM | | |
CUSIP: 760975102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Mike Lazaridis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director James Estill | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director David Kerr | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Roger Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John Richardson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Barbara Stymiest | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director John Wetmore | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 152,500 | | 152,500 |
| | | | Totals: | | 152,500 | | 152,500 |
| | | | | | | | |
| | |
Steris Corp. | | Meeting Date |
| |
| | 23-Jul-09 |
Ticker: STE | | |
CUSIP: 859152100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Richard C. Breeden | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Cynthia L. Feldmann | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Robert H. Fields | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Jacqueline B. Kosecoff | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Kevin M. McMullen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Walter M Rosebrough, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Mohsen M. Sohi | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
1.8 | | Elect Director John P. Wareham | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Loyal W. Wilson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Michael B. Wood | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 1 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 46,700 | | 46,700 |
| | | | Totals: | | 46,700 | | 46,700 |
| | | | | | | | |
| | |
Wellcare Health Plans Inc | | Meeting Date |
| |
| | 30-Jul-09 |
Ticker: WCG | | |
CUSIP: 94946T106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Kevin F. Hickey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Regina E. Herzlinger | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Heath G. Schiesser | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director David J. Gallitano | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Christian P. Michalik | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Ruben Jose King-Shaw, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director D. Robert Graham | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Declassify the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Certificate of Incorporation to Provide Directors May be Removed With or Without Cause | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Other Business | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 84,700 | | 84,700 |
| | | | Totals: | | 84,700 | | 84,700 |
| | | | | | | | |
| | |
Aspen Technology, Inc. | | Meeting Date |
| |
| | 20-Aug-09 |
Ticker: AZPN | | |
CUSIP: 045327103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Joan C. McArdle | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director David M. McKenna | | Mgmt | | Yes | | For | | For |
Page 2 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 1,163,900 | | 1,163,900 |
| | | | Totals: | | 1,163,900 | | 1,163,900 |
| | | | | | | | |
| | |
Fidelity National Information Services Inc | | Meeting Date |
| |
| | 04-Sep-09 |
Ticker: FIS | | |
CUSIP: 31620M106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Issue Shares in Connection with Acquisition | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Issuance of Shares for a Private Placement | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Issuance of Shares for a Private Placement | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 185,000 | | 185,000 |
| | | | Totals: | | 185,000 | | 185,000 |
| | | | | | | | |
| | |
Lawson Software, Inc. | | Meeting Date |
| |
| | 15-Oct-09 |
Ticker: LWSN | | |
CUSIP: 52078P102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Steven C. Chang | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Harry Debes | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Peter Gyenes | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director David R. Hubers | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director H. Richard Lawson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Michael A. Rocca | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Robert A. Schriesheim | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Romesh Wadhwani | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Paul Wahl | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 3 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 1,285,550 | | 1,285,550 |
| | | | Totals: | | 1,285,550 | | 1,285,550 |
| | | | | | | | |
| | |
Cree, Inc. | | Meeting Date |
| |
| | 29-Oct-09 |
Ticker: CREE | | |
CUSIP: 225447101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Charles M. Swoboda | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John W. Palmour | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Dolph W. von Arx | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Clyde R. Hosein | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Robert A. Ingram | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Franco Plastina | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Harvey A. Wagner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Thomas H. Werner | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 297,800 | | 297,800 |
| | | | Totals: | | 297,800 | | 297,800 |
| | | | | | | | |
| | |
Archer-Daniels-Midland Company | | Meeting Date |
| |
| | 05-Nov-09 |
Ticker: ADM | | |
CUSIP: 039483102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director George W. Buckley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Mollie Hale Carter | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Donald E. Felsinger | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Victoria F. Haynes | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Antonio Maciel Neto | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Patrick J. Moore | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Thomas F. O’Neill | | Mgmt | | Yes | | For | | For |
Page 4 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | | | |
| | | | | |
1.8 | | Elect Director Kelvin R. Westbrook | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Patricia A. Woertz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Adopt ILO Based Code of Conduct | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 342,900 | | 342,900 |
| | | | Totals: | | 342,900 | | 342,900 |
| | | | | | | | |
| | |
Animal Health International, Inc. | | Meeting Date |
| |
| | 17-Nov-09 |
Ticker: AHII | | |
CUSIP: 03525N109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director David W. Biegler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Jerry W. Pinkerton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Brandon White | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 358,700 | | 358,700 |
| | | | Totals: | | 358,700 | | 358,700 |
| | | | | | | | |
| | |
Microsoft Corporation | | Meeting Date |
| |
| | 19-Nov-09 |
Ticker: MSFT | | |
CUSIP: 594918104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director William H. Gates, III | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Steven A. Ballmer | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Dina Dublon | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Raymond V. Gilmartin | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Reed Hastings | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Maria Klawe | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director David F. Marquardt | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Charles H. Noski | | Mgmt | | Yes | | For | | For |
Page 5 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | | | |
| | | | | |
9 | | Elect Director Helmut Panke | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Permit Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Adopt Principles for Health Care Reform | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Report on Charitable Contributions | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 500,500 | | 500,500 |
| | | | Totals: | | 500,500 | | 500,500 |
| | | | | | | | |
| | |
TELVENT GIT SA | | Meeting Date |
| |
| | 19-Nov-09 |
Ticker: TLVT | | |
CUSIP: N/A
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Amendment to Article 24 of Company Bylaws to Allow Directors to Receive Remuneration in Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Sale or Allocation of Treasury Shares to Workers, Employees and Managers of the Company | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Amendment to the Extraordinary Variable Compensation Plan to Include Directors in the Delivery of Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Authorize Board to Ratify and Execute Approved Resolutions | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Minutes of Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 320,971 | | 320,971 |
| | | | Totals: | | 320,971 | | 320,971 |
| | | | | | | | |
| | |
Micron Technology, Inc. | | Meeting Date |
| |
| | 10-Dec-09 |
Ticker: MU | | |
CUSIP: 595112103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Steven R. Appleton | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Teruaki Aoki | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director James W. Bagley | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Robert L. Bailey | | Mgmt | | Yes | | For | | For |
Page 6 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | | | |
| | | | | |
5 | | Elect Director Mercedes Johnson | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Lawrence N. Mondry | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Robert E. Switz | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 632,000 | | 632,000 |
| | | | Totals: | | 632,000 | | 632,000 |
| | | | | | | | |
| | |
Activision Blizzard, Inc. | | Meeting Date |
| |
| | 17-Dec-09 |
Ticker: ATVI | | |
CUSIP: 00507V109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 131,300 | | 131,300 |
| | | | Totals: | | 131,300 | | 131,300 |
| | | | | | | | |
| | |
i2 Technologies Inc. | | Meeting Date |
| |
| | 28-Jan-10 |
Ticker: ITWO | | |
CUSIP: 465754208
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Merger Agreement | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 46,100 | | 46,100 |
| | | | Totals: | | 46,100 | | 46,100 |
| | | | | | | | |
| | |
ESCO Technologies Inc. | | Meeting Date |
| |
| | 04-Feb-10 |
Ticker: ESE | | |
CUSIP: 296315104
Page 7 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director V. L. Richey, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director J. M. Stolze | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Sent | | 247,400 | | 247,400 |
| | | | Totals: | | 247,400 | | 247,400 |
| | | | | | | | |
| | |
Varian Medical Systems Inc | | Meeting Date |
| |
| | 11-Feb-10 |
Ticker: VAR | | |
CUSIP: 92220P105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John Seely Brown | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director R. Andrew Eckert | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Mark R. Laret | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Sent | | 92,800 | | 92,800 |
| | | | Totals: | | 92,800 | | 92,800 |
| | | | | | | | |
| | |
Apple Inc. | | Meeting Date |
| |
| | 25-Feb-10 |
Ticker: AAPL | | |
CUSIP: 037833100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William V. Campbell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Millard S. Drexler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Albert A. Gore, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Steven P. Jobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Andrea Jung | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Arthur D. Levinson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Jerome B. York | | Mgmt | | Yes | | For | | For |
Page 8 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | | | |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Non-Employee Director Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Prepare Sustainability Report | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Establish Other Board Committee | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Sent | | 19,600 | | 19,600 |
| | | | Totals: | | 19,600 | | 19,600 |
| | | | | | | | |
| | |
Fleury S.A. | | Meeting Date |
| |
| | 01-Mar-10 |
Ticker: N/A | | |
CUSIP: P418BW104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Agreement Report to Absorb Weinmann | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Appoint Deloitte Touche Tohmatsu as the Independent Firm to Appraise Proposed Merger | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Appraisal Report Prepared by the Independent Firm | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Agreement to Absorb Weinmann | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Authorize Board to Ratify and Execute Approved Resolutions | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 610591777 | | Confirmed | | 0 | | 0 |
89 Ivy Funds VIP Science and Technology, 89 | | 610591777 | | Rejected | | 176,400 | | 176,400 |
| | | | | | | | |
| | | | Totals: | | 176,400 | | 176,400 |
| | |
TELVENT GIT SA | | Meeting Date |
| |
| | 16-Mar-10 |
Ticker: TLVT | | |
CUSIP: E90215109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Amend Article 24 of Bylaws Re: Increase Board Size to Twelve Members | | Mgmt | | Yes | | For | | Against |
| | | | | |
2 | | Elect Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Authorize Capital Increase in Accordance with Art. 153 of Company Law with the Possibility of Excluding Preemptive Rights | | Mgmt | | Yes | | For | | For |
Page 9 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | | | |
| | | | | |
4 | | Authorize Issuance of Convertible Bonds, Debentures, Warrants or Any Other Debt up to EUR 500 Million within a Three-Year Period | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Authorize Issuance of Convertible Bonds, Debentures, Warrants or Any Other Debt up to EUR 500 Million without Preemptive Rights within a Three-Year Period | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Authorize Board to Ratify and Execute Approved Resolutions | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Minutes of Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 376,171 | | 376,171 |
| | | | Totals: | | 376,171 | | 376,171 |
| | | | | | | | |
| | |
Samsung Electronics Co. Ltd. | | Meeting Date |
| |
| | 19-Mar-10 |
Ticker: N/A | | |
CUSIP: Y74718100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Appropriation of Income and Year-End Dividends of KRW 7,500 per Common Share and KRW 7,550 per Preferred Share | | Mgmt | | Yes | | For | | For |
| | | | | |
2.1 | | Elect Lee In-Ho as Outside Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.2 | | Elect Lee In-Ho as Member of Audit Committee | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Total Remuneration of Inside Directors and Outside Directors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 610591777 | | Confirmed | | 13,700 | | 13,700 |
| | | | Totals: | | 13,700 | | 13,700 |
| | | | | | | | |
| | |
Avago Technologies Ltd. | | Meeting Date |
| |
| | 31-Mar-10 |
Ticker: AVGO | | |
CUSIP: Y0486S104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1a | | Reelect Hock E. Tan as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1b | | Reelect Adam H. Clammer as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1c | | Reelect James A. Davidson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1d | | Reelect James V. Diller as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1e | | Reelect James H. Greene, Jr. as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1f | | Reelect Kenneth Y. Hao as Director | | Mgmt | | Yes | | For | | For |
Page 10 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | | | |
1g | | Reelect John R. Joyce as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1h | | Reelect David Kerko as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1i | | Reelect Justine F. Lien as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1j | | Reelect Donald Macleod as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1k | | Reelect Bock Seng Tan as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Reappoint PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Cash Compensation to Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Issuance of Equity or Equity-Linked Securities with or without Preemptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
5 | | Approve Repurchase of Up to 10 Percent of Issued Capital | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 143,188 | | 143,188 |
| | | | Totals: | | 143,188 | | 143,188 |
| | | | | | | | |
| | |
Photronics, Inc. | | Meeting Date |
| |
| | 08-Apr-10 |
Ticker: PLAB | | |
CUSIP: 719405102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Walter M. Fiederowicz | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Joseph A. Fiorita, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Constantine S. Macricostas | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director George Macricostas | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Willem D. Maris | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Mitchell G. Tyson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Other Business | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Sent | | 354,200 | | 354,200 |
| | | | Totals: | | 354,200 | | 354,200 |
| | | | | | | | |
| | |
TIVIT TERCEIRIZACAO DE PROCESSOS SERVICOS E TECHNOLOGIA SA | | Meeting Date |
| |
| | 08-Apr-10 |
Ticker: N/A | | |
Page 11 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
CUSIP: P9191U106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Allocation of Income and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Remuneration of Executive Officers, Non-Executive Directors, and Fiscal Council Members | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 610591777 | | Confirmed | | 441,900 | | 441,900 |
| | | | Totals: | | 441,900 | | 441,900 |
| | | | | | | | |
| | |
Amil Participacoes S.A. | | Meeting Date |
| |
| | 15-Apr-10 |
Ticker: N/A | | |
CUSIP: P0R997100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Allocation of Income and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 610591777 | | Confirmed | | 435,700 | | 435,700 |
| | | | Totals: | | 435,700 | | 435,700 |
| | | | | | | | |
| | |
Aspen Technology, Inc. | | Meeting Date |
| |
| | 15-Apr-10 |
Ticker: AZPN | | |
CUSIP: 045327103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Mark E. Fusco | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Gary E. Haroian | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Sent | | 1,252,700 | | 1,252,700 |
| | | | Totals: | | 1,252,700 | | 1,252,700 |
| | | | | | | | |
Page 12 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | |
Texas Instruments Incorporated | | Meeting Date |
| |
| | 15-Apr-10 |
Ticker: TXN | | |
CUSIP: 882508104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director R.W. Babb, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director D.L. Boren | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director D.A. Carp | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director C.S. Cox | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director D.R. Goode | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director S.P. MacMillan | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director P.H. Patsley | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director W.R. Sanders | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director R.J. Simmons | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director R.K. Templeton | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director C.T. Whitman | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 210,600 | | 210,600 |
| | | | Totals: | | 210,600 | | 210,600 |
| | | | | | | | |
| | |
FMC Corporation | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: FMC | | |
CUSIP: 302491303
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Pierre Brondeau | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Dirk A. Kempthorne | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Robert C. Pallash | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director William G. Walter | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 89,400 | | 89,400 |
| | | | Totals: | | 89,400 | | 89,400 |
| | | | | | | | |
Page 13 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | |
Corning Incorporated | | Meeting Date |
| |
| | 29-Apr-10 |
Ticker: GLW | | |
CUSIP: 219350105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert F. Cummings, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Carlos M. Gutierrez | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director William D. Smithburg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Hansel E. Tookes, II | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Wendell P. Weeks | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Non-Employee Director Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Declassify the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 40,500 | | 40,500 |
| | | | Totals: | | 40,500 | | 40,500 |
| | | | | | | | |
| | |
Pentair, Inc. | | Meeting Date |
| |
| | 29-Apr-10 |
Ticker: PNR | | |
CUSIP: 709631105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Glynis A. Bryan | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director T. Michael Glenn | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director David H. Y. Ho | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director William T. Monahan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 83,900 | | 83,900 |
| | | | Totals: | | 83,900 | | 83,900 |
| | | | | | | | |
Page 14 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | |
Sociedad Quimica y Minera de Chile S.A. (SQM) | | Meeting Date |
| |
| | 29-Apr-10 |
Ticker: N/A | | |
CUSIP: P8716X108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
| | Special Meeting Agenda | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Change in Company’s Name, Address and Corporate Objective; Reflect Capital; Approve Changes in Punctuations, Transcription and Wording of the Articles in Company Bylaws; Amend Bylaws Accordance with Law No. 18.046 and No. 20.382 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Company Bylaws to Reflect Changes on Item 1 | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Authorize Board to Ratify and Execute Approved Resolutions | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Annual Meeting Agenda | | Mgmt | | No | | | | |
| | | | | |
1 | | Accept Annual Report, Financial Statements, Supervisory Board’s Report and External Auditor Reports, and Statutory Reports for Fiscal Year Ended Dec. 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect External Auditors and Supervisory Board for Fiscal Year 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Receive Special Auditors’ Report Regarding Related-Party Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Investment and Financing Policy | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Allocation of Income and Dividends, and Dividend Policy | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Board Expenses for Fiscal Year 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Remuneration of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Issues Related to Directors and Audit Committees | | Mgmt | | Yes | | For | | Against |
| | | | | |
9 | | Other Business (Voting) | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 40,400 | | 40,400 |
| | | | Totals: | | 40,400 | | 40,400 |
| | | | | | | | |
| | |
Amil Participacoes S.A. | | Meeting Date |
| |
| | 30-Apr-10 |
Ticker: N/A | | |
CUSIP: P0R997100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Agreement to Absorb Amil Assistencia Media International SA | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Appoint Independent Firm to Appraise Proposed Merger | | Mgmt | | Yes | | For | | For |
Page 15 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | | | |
3 | | Approve Appraisal of Independent Firm about Proposed Merger | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Issuance of Shares in Connection with the Absortion | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 610591777 | | Rejected | | 435,700 | | 435,700 |
| | | | Totals: | | 435,700 | | 435,700 |
| | | | | | | | |
| | |
Fleury S.A. | | Meeting Date |
| |
| | 30-Apr-10 |
Ticker: N/A | | |
CUSIP: P418BW104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Allocation of Income and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Capital Budget for Upcoming Fiscal Year | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Remuneration of Executive Officers, Non-Executive Directors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 610591777 | | Rejected | | 176,400 | | 176,400 |
| | | | Totals: | | 176,400 | | 176,400 |
| | | | | | | | |
| | |
Itron, Inc. | | Meeting Date |
| |
| | 04-May-10 |
Ticker: ITRI | | |
CUSIP: 465741106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Thomas S. Glanville | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Sharon L. Nelson | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Malcolm Unsworth | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 16 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 109,100 | | 109,100 |
| | | | Totals: | | 109,100 | | 109,100 |
| | | | | | | | |
| | |
Broadwind Energy, Inc. | | Meeting Date |
| |
| | 05-May-10 |
Ticker: BWEN | | |
CUSIP: 11161T108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John Cameron Drecoll | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director James M. Lindstrom | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Charles H. Beynon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Terence P. Fox | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director William T. Fejes, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director David P. Reiland | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 172,300 | | 172,300 |
| | | | Totals: | | 172,300 | | 172,300 |
| | | | | | | | |
| | |
SAVVIS, Inc. | | Meeting Date |
| |
| | 05-May-10 |
Ticker: SVVS | | |
CUSIP: 805423308
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John D. Clark | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Clyde A. Heintzelman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Thomas E. McInerney | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James E. Ousley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director James P. Pellow | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director David C. Peterschmidt | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Mercedes A. Walton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Patrick J. Welsh | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 286,900 | | 286,900 |
| | | | Totals: | | 286,900 | | 286,900 |
| | | | | | | | |
Page 17 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | |
HealthSouth Corp. | | Meeting Date |
| |
| | 06-May-10 |
Ticker: HLS | | |
CUSIP: 421924309
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Edward A. Blechschmidt | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John W. Chidsey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Donald L. Correll | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Yvonne M. Curl | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Charles M. Elson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Jay Grinney | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Jon F. Hanson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Leo I. Higdon, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director John E. Maupin, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director L. Edward Shaw, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 307,080 | | 307,080 |
| | | | Totals: | | 307,080 | | 307,080 |
| | | | | | | | |
| | |
PMC-Sierra, Inc. | | Meeting Date |
| |
| | 06-May-10 |
Ticker: PMCS | | |
CUSIP: 69344F106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert L. Bailey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Richard E. Belluzzo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director James V. Diller, Sr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Michael R. Farese | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Jonathan J. Judge | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director William H. Kurtz | | Mgmt | | Yes | | For | | For |
Page 18 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | | | |
| | | | | |
1.7 | | Elect Director Gregory S. Lang | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Frank J. Marshall | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Performance-Based Equity Awards | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 557,100 | | 557,100 |
| | | | Totals: | | 557,100 | | 557,100 |
| | | | | | | | |
| | |
Sprint Nextel Corporation | | Meeting Date |
| |
| | 11-May-10 |
Ticker: S | | |
CUSIP: 852061100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Election Director Robert R. Bennett | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Election Director Gordon M. Bethune | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Election Director Larry C. Glasscock | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Election Director James H. Hance, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Election Director Daniel R. Hesse | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Election Director V. Janet Hill | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Election Director Frank Ianna | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Election Director Sven-Christer Nilsson | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Election Director William R. Nuti | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Election Director Rodney O’ Neal | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Approve Repricing of Options | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
15 | | Provide Right to Act by Written Consent | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 1,098,000 | | 1,098,000 |
| | | | Totals: | | 1,098,000 | | 1,098,000 |
| | | | | | | | |
Page 19 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | |
Amgen, Inc. | | Meeting Date |
| |
| | 12-May-10 |
Ticker: AMGN | | |
CUSIP: 031162100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Dr. David Baltimore | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Frank J. Biondi, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Francois De Carbonnel | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Jerry D. Choate | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Dr. Vance D. Coffman | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Frederick W. Gluck | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Dr. Rebecca M. Henderson | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Frank C. Herringer | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Dr. Gilbert S. Omenn | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Judith C. Pelham | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Adm. J. Paul Reason, USN (Retired) | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Leonard D. Schaeffer | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Kevin W. Sharer | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Provide Right to Act by Written Consent | | SH | | Yes | | Against | | For |
| | | | | |
16 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 142,000 | | 142,000 |
| | | | Totals: | | 142,000 | | 142,000 |
| | | | | | | | |
| | |
Vertex Pharmaceuticals Incorporated | | Meeting Date |
| |
| | 13-May-10 |
Ticker: VRTX | | |
CUSIP: 92532F100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Joshua Boger | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Charles A. Sanders | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Elaine S. Ullian | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 20 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 275,400 | | 275,400 |
| | | | Totals: | | 275,400 | | 275,400 |
| | | | | | | | |
| | |
Euronet Worldwide, Inc. | | Meeting Date |
| |
| | 19-May-10 |
Ticker: EEFT | | |
CUSIP: 298736109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Michael J. Brown | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Andrew B. Schmitt | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director M. Jeannine Strandjord | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 363,950 | | 363,950 |
| | | | Totals: | | 363,950 | | 363,950 |
| | | | | | | | |
| | |
CenturyTel, Inc. | | Meeting Date |
| |
| | 20-May-10 |
Ticker: CTL | | |
CUSIP: 156700106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director W. Bruce Hanks | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director C. G. Melville, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director William A. Owens | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Glen F. Post, III | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Change Company Name | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Report on Internet Network Management Practices Regarding Privacy and Freedom of Expression | | SH | | Yes | | Against | | Against |
| | | | | |
6 | | Limit Executive Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
8 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
Page 21 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 106,400 | | 106,400 |
| | | | Totals: | | 106,400 | | 106,400 |
| | | | | | | | |
| | |
Garmin Ltd. | | Meeting Date |
| |
| | 20-May-10 |
Ticker: GRMN | | |
CUSIP: G37260109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Special Meeting Agenda | | Mgmt | | No | | | | |
| | | | | |
1 | | Change Country of Incorporation to Switzerland | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adjourn Meeting Annual Meeting Agenda | | Mgmt Mgmt | | Yes No | | For | | For |
| | | | | |
1.1 | | Elect Gene M. Betts as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Thomas P. Poberezny as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Ernst & Young LLP as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Transact Other Business (Non-Voting) | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 51,200 | | 51,200 |
| | | | Totals: | | 51,200 | | 51,200 |
| | | | | | | | |
| | |
Lender Processing Services, Inc. | | Meeting Date |
| |
| | 20-May-10 |
Ticker: LPS | | |
CUSIP: 52602E102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Jeffrey S. Carbiener | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director A.R. (Pete) Carpenter | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John F. Farrell, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 186,000 | | 186,000 |
| | | | Totals: | | 186,000 | | 186,000 |
| | | | | | | | |
Page 22 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | |
Bunge Limited | | Meeting Date |
| |
| | 21-May-10 |
Ticker: BG | | |
CUSIP: G16962105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1a | | Elect Jorge Born, Jr. as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1b | | Elect Bernard de La Tour D’Auvergne Lauraguais as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1c | | Elect William Engels as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1d | | Elect L. Patrick Lupo as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Deloitte & Touche LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Bunge Limited Annual Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Transact Other Business (Non-Voting) | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 174,000 | | 174,000 |
| | | | Totals: | | 174,000 | | 174,000 |
| | | | | | | | |
| | |
Power-One, Inc. | | Meeting Date |
| |
| | 24-May-10 |
Ticker: PWER | | |
CUSIP: 739308104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Reorganization Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3.1 | | Elect Director Kendall R. Bishop | | Mgmt | | Yes | | For | | For |
| | | | | |
3.2 | | Elect Director Jon Gacek | | Mgmt | | Yes | | For | | For |
| | | | | |
3.3 | | Elect Director Kambiz Hooshmand | | Mgmt | | Yes | | For | | For |
| | | | | |
3.4 | | Elect Director Mark Melliar-Smith | | Mgmt | | Yes | | For | | For |
| | | | | |
3.5 | | Elect Director Richard J. Thompson | | Mgmt | | Yes | | For | | For |
| | | | | |
3.6 | | Elect Director Jay Walters | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 859,800 | | 859,800 |
| | | | Totals: | | 859,800 | | 859,800 |
| | | | | | | | |
Page 23 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | |
TELVENT GIT SA | | Meeting Date |
| |
| | 24-May-10 |
Ticker: TLVT | | |
CUSIP: E90215109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Conversion of Securities up to EUR 149.26 Million Without Preemptive Rights; Consequently Approve Increase in Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Individual and Consolidated Financial Statements and Statutory Reports for Fiscal Year 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income for Fiscal Year 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Discharge of Directors for Fiscal Year 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Remuneration of Directors for Fiscal Year 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Re-elect or Appoint External Auditor of Individual and Consolidated Accounts For Fiscal Year 2010 | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Board to Ratify and Execute Approved Resolutions | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Minutes of Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 426,171 | | 426,171 |
| | | | Totals: | | 426,171 | | 426,171 |
| | | | | | | | |
| | |
ION Geophysical Corporation | | Meeting Date |
| |
| | 26-May-10 |
Ticker: IO | | |
CUSIP: 462044108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Franklin Myers | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Bruce S. Appelbaum | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director S. James Nelson, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Approve Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Sent | | 98,300 | | 98,300 |
| | | | Totals: | | 98,300 | | 98,300 |
| | | | | | | | |
Page 24 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | |
Inotera Memories, Inc. | | Meeting Date |
| |
| | 27-May-10 |
Ticker: N/A | | |
CUSIP: Y4084K109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve 2009 Business Operations Report and Financial Statements | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve 2009 Compensation of Losses of the Company | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Amendments on the Procedures for Loans to Other Parties and Procedures for Endorsement and Guarantees | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve to Amend Rules and Procedures Regarding Shareholder’s Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Release of Restrictions of Competitive Activities of Director Named Scott Meikle | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Transact Other Business (Non-Voting) | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 610591777 | | Confirmed | | 6,989,000 | | 6,989,000 |
| | | | Totals: | | 6,989,000 | | 6,989,000 |
| | | | | | | | |
| | |
Alcatel Lucent | | Meeting Date |
| |
| | 01-Jun-10 |
Ticker: N/A | | |
CUSIP: F0191J101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
| | Ordinary Business | | Mgmt | | No | | | | |
| | | | | |
1 | | Approve Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Accept Consolidated Financial Statements and Statutory Reports | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Allocation of Income and Omission of Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reelect Philippe Camus as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reelect Ben Verwaayen as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reelect Daniel Bernard as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reelect Frank Blount as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reelect Stuart E. Eizenstat as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reeect Louis R. Hughes as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Reelect Jean C. Monty as Director | | Mgmt | | Yes | | For | | For |
Page 25 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | | | |
| | | | | |
11 | | Reelect Olivier Piou as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Carla Cico as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Subject to Approval of Item 12 Above, Approve Remuneration of Directors in the Aggregate Amount of EUR 990,000 | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Reappoint Jean-Pierre Desbois as Censor | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Appoint Bertrand Lapraye as Censor | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Approve Auditors’ Special Report Regarding Ongoing Related-Party Transactions | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Approve Transaction with Philippe Camus Re: Vesting of Free Shares in the Event of Termination of Corporate Mandate | | Mgmt | | Yes | | For | | Against |
| | | | | |
18 | | Approve Transaction with Ben Verwaayen Re: Vesting of Equity Based Plans in the Event of Termination of Corporate Mandate, and Pension Scheme | | Mgmt | | Yes | | For | | Against |
| | | | | |
19 | | Ratify Change of Registered Office to 3, Avenue Octave Greard, 75007 Paris and Amend Article 4 of Bylaws Accordingly | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Special Business | | Mgmt | | No | | | | |
| | | | | |
21 | | Approve Reduction in Share Capital via Cancellation of Repurchased Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
22 | | Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 700 Million | | Mgmt | | Yes | | For | | Against |
| | | | | |
23 | | Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 920 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
24 | | Approve Issuance of Shares Reserved for Qualified Investors or Restricted Number of Investors, up to Aggregate Nominal Amount of EUR 920 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
25 | | Authorize Board to Increase Capital in the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 22 to 24 | | Mgmt | | Yes | | For | | For |
| | | | | |
26 | | Authorize Capital Increase of up to 10 Percent of Issued Capital for Future Acquisitions | | Mgmt | | Yes | | For | | For |
| | | | | |
27 | | Set Total Limit for Capital Increase to Result from Issuance Requests under Items 22 to 26 at EUR 1.620 Million | | Mgmt | | Yes | | For | | For |
| | | | | |
28 | | Authorize Capitalization of Reserves for Bonus Issue or Increase in Par Value | | Mgmt | | Yes | | For | | For |
| | | | | |
29 | | Authorize up to 1 Percent of Issued Capital for Use in Restricted Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
30 | | Authorize up to 4 Percent of Issued Capital for Use in Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
31 | | Approve Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
32 | | Amend Articles 13 and 14 of Bylaws Re: Length of Terms for Directors and Censors | | Mgmt | | Yes | | For | | Against |
| | | | | |
33 | | Authorize Filing of Required Documents/Other Formalities | | Mgmt | | Yes | | For | �� | For |
Page 26 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 888,300 | | 888,300 |
| | | | Totals: | | 888,300 | | 888,300 |
| | | | | | | | |
| | |
First Solar, Inc. | | Meeting Date |
| |
| | 01-Jun-10 |
Ticker: FSLR | | |
CUSIP: 336433107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Michael J. Ahearn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert J. Gillette | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Craig Kennedy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James F. Nolan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director William J. Post | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director J. Thomas Presby | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Paul H. Stebbins | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Michael Sweeney | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Jose H. Villarreal | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Approve Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
| | | |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Sent | | 13,300 | | 13,300 |
| | | | Totals: | | 13,300 | | 13,300 |
| | | | | | | | |
| | |
EnerNOC, Inc. | | Meeting Date |
| |
| | 02-Jun-10 |
Ticker: ENOC | | |
CUSIP: 292764107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director David B. Brewster | | Mgmt | | Yes | | For | | For |
1.2 | | Elect Director Timothy G. Healy | | Mgmt | | Yes | | For | | For |
1.3 | | Elect Director Susan F. Tierney | | Mgmt | | Yes | | For | | For |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 27 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Sent | | 102,200 | | 102,200 |
| | | | Totals: | | 102,200 | | 102,200 |
| | | | | | | | |
| | |
Isis Pharmaceuticals, Inc. | | Meeting Date |
| |
| | 02-Jun-10 |
Ticker: ISIS | | |
CUSIP: 464330109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stanley T. Crooke | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Joseph Klein, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John C. Reed | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Non-Employee Director Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Sent | | 155,300 | | 155,300 |
| | | | Totals: | | 155,300 | | 155,300 |
| | | | | | | | |
| | |
Activision Blizzard, Inc. | | Meeting Date |
| |
| | 03-Jun-10 |
Ticker: ATVI | | |
CUSIP: 00507V109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Philippe G.H. Capron | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Robert J. Corti | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Frederic R. Crepin | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Brian G. Kelly | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Robert A. Kotick | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Jean-Bernard Levy | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Robert J. Morgado | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Douglas P. Morris | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Stephane Roussel | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Richard Sarnoff | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Regis Turrini | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
Page 28 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 131,800 | | 131,800 |
| | | | Totals: | | 131,800 | | 131,800 |
| | | | | | | | |
| | |
Alliance Data Systems Corp. | | Meeting Date |
| |
| | 08-Jun-10 |
Ticker: ADS | | |
CUSIP: 018581108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Lawrence M. Benveniste | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director D. Keith Cobb | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Kenneth R. Jensen | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Sent | | 248,500 | | 248,500 |
| | | | Totals: | | 248,500 | | 248,500 |
| | | | | | | | |
| | |
IPG Photonics Corporation | | Meeting Date |
| |
| | 08-Jun-10 |
Ticker: IPGP | | |
CUSIP: 44980X109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Valentin P. Gapontsev | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Eugene Shcherbakov | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Igor Samartsev | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Robert A. Blair | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Michael C. Child | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director John H. Dalton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Henry E. Gauthier | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director William S. Hurley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director William F. Krupke | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Non-Employee Director Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 29 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Sent | | 84,500 | | 84,500 |
| | | | Totals: | | 84,500 | | 84,500 |
| | | | | | | | |
| | |
ACI Worldwide, Inc. | | Meeting Date |
| |
| | 09-Jun-10 |
Ticker: ACIW | | |
CUSIP: 004498101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Alfred R. Berkeley, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John D. Curtis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Philip G. Heasley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James C. McGroddy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Harlan F. Seymour | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director John M. Shay, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director John E. Stokely | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Jan H. Suwinski | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Sent | | 521,900 | | 521,900 |
| | | | Totals: | | 521,900 | | 521,900 |
| | | | | | | | |
| | |
TIVIT TERCEIRIZACAO DE PROCESSOS SERVICOS E TECHNOLOGIA SA | | Meeting Date |
| |
| | 09-Jun-10 |
Ticker: N/A | | |
CUSIP: P9191U106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Directors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 610591777 | | Confirmed | | 441,900 | | 441,900 |
| | | | Totals: | | 441,900 | | 441,900 |
| | | | | | | | |
| | |
Genzyme Corporation | | Meeting Date |
| |
Ticker: GENZ | | 16-Jun-10 |
Page 30 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
CUSIP: 372917104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Management Proxy (White Card) | | Mgmt | | No | | | | |
| | | | | |
1.1 | | Elect Director Douglas A. Berthiaume | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
1.2 | | Elect Director Robert J. Bertolini | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
1.3 | | Elect Director Gail K. Boudreaux | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
1.4 | | Elect Director Robert J. Carpenter | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
1.5 | | Elect Director Charles L. Cooney | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
1.6 | | Elect Director Victor J. Dzau | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
1.7 | | Elect Director Connie Mack, III | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
1.8 | | Elect Director Richard F. Syron | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
1.9 | | Elect Director Henri A. Termeer | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
1.10 | | Elect Director Ralph V. Whitworth | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | Abstain |
| | | | | |
3 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | Abstain |
| | | | | |
4 | | Amend Non-Employee Director Omnibus Stock Plan | | Mgmt | | Yes | | For | | Abstain |
| | | | | |
5 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | Abstain |
| | | | | |
6 | | Ratify Auditors | | Mgmt | | Yes | | For | | Abstain |
| | | | | |
| | Dissident Proxy (Gold Card) | | Mgmt | | No | | | | |
| | | | | |
1.1 | | Elect Director Steven Burakoff | | SH | | Yes | | For | | Do Not Vote |
| | | | | |
1.2 | | Elect Director Alexander J. Denner | | SH | | Yes | | For | | Do Not Vote |
| | | | | |
1.3 | | Elect Director Carl C. Icahn | | SH | | Yes | | For | | Do Not Vote |
| | | | | |
1.4 | | Elect Director Richard Mulligan | | SH | | Yes | | For | | Do Not Vote |
| | | | | |
1.5 | | Management Nominee - Douglas A. Berthiaume | | SH | | Yes | | For | | Do Not Vote |
| | | | | |
1.6 | | Management Nominee - Robert J. Bertolini | | SH | | Yes | | For | | Do Not Vote |
| | | | | |
1.7 | | Management Nominee - Gail K. Boudreaux | | SH | | Yes | | For | | Do Not Vote |
| | | | | |
1.8 | | Management Nominee - Robert J. Carpenter | | SH | | Yes | | For | | Do Not Vote |
| | | | | |
1.9 | | Management Nominee - Victor J. Dzau | | SH | | Yes | | For | | Do Not Vote |
| | | | | |
1.10 | | Management Nominee - Ralph V. Whitworth | | SH | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | Amend Non-Employee Director Omnibus Stock Plan | | Mgmt | | Yes | | Against | | Do Not Vote |
| | | | | |
5 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | Ratify Auditors | | Mgmt | | Yes | | For | | Do Not Vote |
Page 31 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Sent | | 189,600 | | 189,600 |
| | | | Totals: | | 189,600 | | 189,600 |
| | | | | | | | |
| | |
HTC Corporation | | Meeting Date |
| |
| | 18-Jun-10 |
Ticker: N/A | | |
CUSIP: Y3732M103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve 2009 Business Operations Report and Financial Statements | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve 2009 Allocation of Income and Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Capitalization of 2009 Dividends and Employee Profit Sharing | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Articles of Association | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Amend Procedures Governing the Acquisition or Disposal of Assets | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Amendments on the Procedures for Endorsement and Guarantees | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Approve Amendments on the Procedures for Loans to Other Parties | | Mgmt | | Yes | | For | | For |
| | | | | |
| | ELECT 4 OUT OF 4 DIRECTORS, 2 OUT OF 2 INDEPENDENT DIRECTORS AND 3 OUT OF 3 SUPERVISORS VIA CUMULATIVE VOTING | | Mgmt | | No | | | | |
| | | | | |
8.1 | | Elect Cher Wang with ID Number 2 as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8.2 | | Elect Wen-Chi Chen with ID Number 5 as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8.3 | | Elect HT Cho with ID Number 22 as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8.4 | | Elect Ho-Chen Tan with ID Number D101161444 as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8.5 | | Elect Josef Felder with ID Number 19610425FE as Independent Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8.6 | | Elect Chen-Kuo Lin with ID Number F102690133 as Independent Director | | Mgmt | | Yes | | For | | For |
| | | | | |
8.7 | | Elect Representative of Way-Chih Investment Co., Ltd. with ID Number 15 as Supervisor | | Mgmt | | Yes | | For | | For |
| | | | | |
8.8 | | Elect Po-Cheng Ko with ID Number 14257 as Supervisor | | Mgmt | | Yes | | For | | For |
| | | | | |
8.9 | | Elect Caleb Ou-Yang with ID Number D101424339 as Supervisor | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Release of Restrictions of Competitive Activities of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Transact Other Business | | Mgmt | | No | | | | |
Page 32 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 610591777 | | Confirmed | | 292,400 | | 292,400 |
| | | | Totals: | | 292,400 | | 292,400 |
| | | | | | | | |
| | |
Nintendo Co. Ltd. | | Meeting Date |
| |
| | 29-Jun-10 |
Ticker: 7974 | | |
CUSIP: J51699106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Allocation of Income, with a Final Dividend of JPY 660 | | Mgmt | | Yes | | For | | For |
| | | | | |
2.1 | | Elect Director Satoru Iwata | | Mgmt | | Yes | | For | | For |
| | | | | |
2.2 | | Elect Director Yoshihiro Mori | | Mgmt | | Yes | | For | | For |
| | | | | |
2.3 | | Elect Director Shinji Hatano | | Mgmt | | Yes | | For | | For |
| | | | | |
2.4 | | Elect Director Genyou Takeda | | Mgmt | | Yes | | For | | For |
| | | | | |
2.5 | | Elect Director Shigeru Miyamoto | | Mgmt | | Yes | | For | | For |
| | | | | |
2.6 | | Elect Director Nobuo Nagai | | Mgmt | | Yes | | For | | For |
| | | | | |
2.7 | | Elect Director Masaharu Matsumoto | | Mgmt | | Yes | | For | | For |
| | | | | |
2.8 | | Elect Director Eiichi Suzuki | | Mgmt | | Yes | | For | | For |
| | | | | |
2.9 | | Elect Director Kazuo Kawahara | | Mgmt | | Yes | | For | | For |
| | | | | |
2.10 | | Elect Director Tatsumi Kimishima | | Mgmt | | Yes | | For | | For |
| | | | | |
2.11 | | Elect Director Kaoru Takemura | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Appoint Statutory Auditor Katashi Ozaki | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 610591777 | | Confirmed | | 28,600 | | 28,600 |
| | | | Totals: | | 28,600 | | 28,600 |
| | | | | | | | |
| | |
VeriFone Systems, Inc. | | Meeting Date |
| |
| | 30-Jun-10 |
Ticker: PAY | | |
CUSIP: 92342Y109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert W. Alspaugh | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Douglas G. Bergeron | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Leslie G. Denend | | Mgmt | | Yes | | For | | For |
Page 33 of 34
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 89 Ivy Funds VIP Science and Technology | |  |
| | | | | | | | | | |
| | | | | |
1.4 | | Elect Director Alex W. Hart | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Robert B. Henske | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Richard A. McGinn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Eitan Raff | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Charles R. Rinehart | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Jeffrey E. Stiefler | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
89 Ivy Funds VIP Science and Technology, 89 | | 116008.1 | | Confirmed | | 90,300 | | 90,300 |
| | | | Totals: | | 90,300 | | 90,300 |
| | | | | | | | |
Page 34 of 34
IVY FUNDS VIP SMALL CAP GROWTH
Proxy Voting Record
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | |
Volcano Corp | | Meeting Date |
| |
| | 29-Jul-09 |
| |
Ticker: VOLC | | |
CUSIP: 928645100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director R. Scott Huennekens | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Lesley H. Howe | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Ronald A. Matricaria | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 402,200 | | 402,200 |
| | | | Totals: | | 402,200 | | 402,200 |
| | | | | | | | |
| | |
VistaPrint NV | | Meeting Date |
| |
| | 06-Aug-09 |
| |
Ticker: VPRT | | |
CUSIP: N/A
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Reincorporation from Bermuda to Netherlands | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 164,874 | | 164,874 |
| | | | Totals: | | 164,874 | | 164,874 |
| | | | | | | | |
| | |
Monro Muffler Brake, Inc. | | Meeting Date |
| |
| | 11-Aug-09 |
| |
Ticker: MNRO | | |
CUSIP: 610236101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Frederick M. Danziger | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert G. Gross | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Peter J. Solomon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Francis R. Strawbridge | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 1 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
3 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 120,700 | | 120,700 |
| | | | Totals: | | 120,700 | | 120,700 |
| | | | | | | | |
| | |
Abiomed, Inc. | | Meeting Date |
| |
| | 12-Aug-09 |
| |
Ticker: ABMD | | |
CUSIP: 003654100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Louis E. Lataif | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Eric A. Rose | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Henri A. Termeer | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 530,300 | | 530,300 |
| | | | Totals: | | 530,300 | | 530,300 |
| | | | | | | | |
| | |
PSS World Medical, Inc. | | Meeting Date |
| |
| | 20-Aug-09 |
| |
Ticker: PSSI | | |
CUSIP: 69366A100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Jeffrey C. Crowe | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Steven T. Halverson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 362,600 | | 362,600 |
| | | | Totals: | | 362,600 | | 362,600 |
| | | | | | | | |
| | |
CommVault Systems, Inc. | | Meeting Date |
| |
| | 26-Aug-09 |
| |
Ticker: CVLT | | |
Page 2 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
CUSIP: 204166102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director N. Robert Hammer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Keith Geeslin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Gary B. Smith | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 695,013 | | 695,013 |
| | | | Totals: | | 695,013 | | 695,013 |
| | | | | | | | |
| | |
Allscripts-Misys Healthcare Solutions, Inc. | | Meeting Date |
| |
| | 08-Oct-09 |
| |
Ticker: MDRX | | |
CUSIP: 01988P108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Kelly J. Barlow | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Sir Dominic Cadbury | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Cory A. Eaves | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Marcel L. “Gus” Gamache | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Philip D. Green | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director John King | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Michael J. Kluger | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Mike Lawrie | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Glen E. Tullman | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 250,800 | | 250,800 |
| | | | Totals: | | 250,800 | | 250,800 |
| | | | | | | | |
| | |
VistaPrint NV | | Meeting Date |
| |
| | 17-Nov-09 |
| |
Ticker: VPRT | | |
Page 3 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
CUSIP: N/A
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | This is a duplicate meeting for ballots received via the | | Mgmt | | No | | None | | None |
| | Broadridge North American Ballot distribution system. | | | | | | | | |
| | | | | |
1 | | A Vote For The Election Of Nominee John J. Gavin, Jr. | | Mgmt | | Yes | | For | | |
| | | | | |
2 | | A Vote For The Election Of Nominee George M. Overholser | | Mgmt | | Yes | | For | | |
| | | | | |
3 | | A Vote For The Election Of Nominee Mark T. Thomas | | Mgmt | | Yes | | For | | |
| | | | | |
4 | | Approve Our Performance Incentive Plan For Covered Employees | | Mgmt | | Yes | | For | | |
| | | | | |
5 | | Appoint Ernst & Young Llp As Our Independent Registered Publicaccounting Firm For The Fiscal Year Ending June 30, 2010 | | Mgmt | | Yes | | For | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Uninstructed | | 102,374 | | 0 |
| | | | Totals: | | 102,374 | | 0 |
| | | | | | | | |
| | |
MICROS Systems, Inc. | | Meeting Date |
| |
| | 20-Nov-09 |
| |
Ticker: MCRS | | |
CUSIP: 594901100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Louis M. Brown, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director B. Gary Dando | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director A.L. Giannopoulos | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director F. Suzanne Jenniches | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John G. Puente | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Dwight S. Taylor | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Stock Option Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 476,900 | | 476,900 |
| | | | Totals: | | 476,900 | | 476,900 |
| | | | | | | | |
| | |
Financial Federal Corporation | | Meeting Date |
| |
| | 08-Dec-09 |
| |
Ticker: FIF | | |
Page 4 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
CUSIP: 317492106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Lawrence B. Fisher | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Michael C. Palitz | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Paul R. Sinsheimer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Leopold Swergold | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director H.E. Timanus, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Michael J. Zimmerman | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 286,175 | | 286,175 |
| | | | Totals: | | 286,175 | | 286,175 |
| | | | | | | | |
| | |
FactSet Research Systems Inc. | | Meeting Date |
| |
| | 15-Dec-09 |
| |
Ticker: FDS | | |
CUSIP: 303075105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Scott A. Billeadeau | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Philip A. Hadley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Joseph R. Zimmel | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 90,725 | | 90,725 |
| | | | Totals: | | 90,725 | | 90,725 |
| | | | | | | | |
| | |
Smart Balance Inc | | Meeting Date |
| |
| | 21-Jan-10 |
| |
Ticker: SMBL | | |
CUSIP: 83169Y108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Stock Option Plan Grants | | Mgmt | | Yes | | For | | For |
Page 5 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 616,300 | | 616,300 |
| | | | Totals: | | 616,300 | | 616,300 |
| | | | | | | | |
| | |
Ralcorp Holdings, Inc. | | Meeting Date |
| |
| | 26-Jan-10 |
| |
Ticker: RAH | | |
CUSIP: 751028101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Bill G. Armstrong | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director J. Patrick Mulcahy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director William P. Stiritz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 130,900 | | 130,900 |
| | | | Totals: | | 130,900 | | 130,900 |
| | | | | | | | |
| | |
Alberto-Culver Co. | | Meeting Date |
| |
| | 28-Jan-10 |
| |
Ticker: ACV | | |
CUSIP: 013078100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director James G. Brocksmith, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Leonard H. Lavin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Robert H. Rock | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 307,300 | | 307,300 |
| | | | Totals: | | 307,300 | | 307,300 |
| | | | | | | | |
| | |
Greenhill & Co., Inc. | | Meeting Date |
| |
| | 21-Apr-10 |
| |
Ticker: GHL | | |
CUSIP: 395259104
Page 6 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert F. Greenhill | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Scott L. Bok | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Simon A. Borrows | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director John C. Danforth | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Steven F. Goldstone | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Stephen L. Key | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Robert T. Blakely | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 42,000 | | 42,000 |
| | | | Totals: | | 42,000 | | 42,000 |
| | | | | | | | |
| | |
Insituform Technologies, Inc. | | Meeting Date |
| |
| | 21-Apr-10 |
| |
Ticker: INSU | | |
CUSIP: 457667103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director J. Joseph Burgess | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Stephen P. Cortinovis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Stephanie A. Cuskley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director John P. Dubinsky | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Charles R. Gordon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Juanita H. Hinshaw | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director M. Richard Smith | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Alfred L. Woods | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 165,100 | | 165,100 |
| | | | Totals: | | 165,100 | | 165,100 |
| | | | | | | | |
| | |
Bucyrus International, Inc. | | Meeting Date |
| |
| | 22-Apr-10 |
| |
Ticker: BUCY | | |
CUSIP: 118759109
Page 7 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Deepak K. Kapur | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Theodore C. Rogers | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Robert C. Scharp | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 72,100 | | 72,100 |
| | | | Totals: | | 72,100 | | 72,100 |
| | | | | | | | |
| | |
Graco Inc. | | Meeting Date |
| |
| | 23-Apr-10 |
| |
Ticker: GGG | | |
CUSIP: 384109104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director J. Kevin Gilligan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director William G. Van Dyke | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 125,100 | | 125,100 |
| | | | Totals: | | 125,100 | | 125,100 |
| | | | | | | | |
| | |
Under Armour, Inc. | | Meeting Date |
| |
| | 04-May-10 |
| |
Ticker: UA | | |
CUSIP: 904311107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Kevin A. Plank | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Byron K. Adams, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Douglas E. Coltharp | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Anthony W. Deering | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director A.B. Krongard | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director William R. McDermott | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Harvey L. Sanders | | Mgmt | | Yes | | For | | For |
Page 8 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
1.8 | | Elect Director Thomas J. Sippel | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 182,200 | | 182,200 |
| | | | Totals: | | 182,200 | | 182,200 |
| | | | | | | | |
| | |
CHICAGO BRIDGE AND IRON COMPANY NV | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: CBI | | |
CUSIP: 167250109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for ADR Holders | | Mgmt | | No | | | | |
| | | | | |
1 | | Election Of The Member Of The Supervisory Board: Michael L. Underwood. (please Note That An Abstain Vote Will count As A For Vote For The Alternate Nominee Luciano Reyes) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
2 | | Election Of Member Of Management Board: Chicago Bridge & Iron Company B.v. (please Note That An Abstain Vote Will Count As a For Vote For Alternate Nominee Lealand Finance Company B.v.) | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
3 | | Authorize The Preparation Of Our Dutch Statutory Annual Accounts and Annual Report Of Our Management Board In English Language. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
4 | | To Discharge The Sole Member Of The Management Board From liability, All As More Fully Described In The Proxy Statement. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
5 | | To Discharge The Members Of The Supervisory Board From liability, All As More Fully Described In The Proxy Statement. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
6 | | To Approve The Extension Of The Authority Of Our Management Board, To Repurchase Up To 10% Of Issued Share Capital. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
7 | | To Appoint Ernst & Young Llp As Our Independent Registered Public Accounting Firm, Who Will Audit Our Accounts. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
8 | | To Approve The Chicago Bridge & Iron Company Incentive Compensation Program. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
9 | | To Approve The Extension Of The Authority Of The Supervisory Board To Issue Shares And/or Grant Rights To Acquire Shares. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
10 | | To Approve The Compensation Of The Members Of The Supervisory Board. | | Mgmt | | Yes | | For | | Do Not Vote |
| | | | | |
11 | | Receive Explanation on Company’s Reserves and Dividend Policy | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | AutoApproved | | 461,100 | | 461,100 |
| | | | Totals: | | 461,100 | | 461,100 |
| | | | | | | | |
Page 9 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | |
Gaylord Entertainment Company | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: GET | | |
CUSIP: 367905106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Glenn J. Angiolillo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Michael J. Bender | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director E. K. Gaylord II | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Ralph Horn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director David W. Johnson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Ellen Levine | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Robert S. Prather, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Colin V. Reed | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Michael D. Rose | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Michael I. Roth | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Robert B. Rowling | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 274,300 | | 274,300 |
| | | | Totals: | | 274,300 | | 274,300 |
| | | | | | | | |
| | |
Kansas City Southern | | Meeting Date |
| |
| | 06-May-10 |
| |
Ticker: KSU | | |
CUSIP: 485170302
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Lu M. Cordova | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Terrence P. Dunn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Antonio O. Garza, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director David L. Starling | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 235,200 | | 235,200 |
| | | | Totals: | | 235,200 | | 235,200 |
| | | | | | | | |
Page 10 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | |
LKQ Corporation | | Meeting Date |
| |
| | 10-May-10 |
| |
Ticker: LKQX | | |
CUSIP: 501889208
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director A. Clinton Allen | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Victor M. Casini | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Robert M. Devlin | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Donald F. Flynn | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Kevin F. Flynn | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Ronald G. Foster | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Joseph M. Holsten | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Paul M. Meister | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director John F. O Brien | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director William M. Webster, IV | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 629,900 | | 629,900 |
| | | | Totals: | | 629,900 | | 629,900 |
| | | | | | | | |
| | |
Capella Education Company | | Meeting Date |
| |
| | 11-May-10 |
| |
Ticker: CPLA | | |
CUSIP: 139594105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director J. Kevin Gilligan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Mark N. Greene | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Jody G. Miller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Stephen G. Shank | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Andrew M. Slavitt | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director David W. Smith | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Jeffrey W. Taylor | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Sandra E. Taylor | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Darrell R. Tukua | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 11 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 169,900 | | 169,900 |
| | | | Totals: | | 169,900 | | 169,900 |
| | | | | | | | |
| | |
Illumina, Inc. | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: ILMN | | |
CUSIP: 452327109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Paul C. Grint, M.D. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director David R. Walt, Ph.D. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 64,500 | | 64,500 |
| | | | Totals: | | 64,500 | | 64,500 |
| | | | | | | | |
| | |
Westinghouse Air Brake Technologies Corporation | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: WAB | | |
CUSIP: 929740108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert J. Brooks | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director William E. Kassling | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Albert J. Neupaver | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 88,100 | | 88,100 |
| | | | Totals: | | 88,100 | | 88,100 |
| | | | | | | | |
| | |
Bill Barrett Corporation | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: BBG | | |
CUSIP: 06846N104
Page 12 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William F. Owens | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Randy A. Foutch | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Joseph N. Jaggers | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Edmund P. Segner, III | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Declassify the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 267,200 | | 267,200 |
| | | | Totals: | | 267,200 | | 267,200 |
| | | | | | | | |
| | |
Carrizo Oil & Gas, Inc. | | Meeting Date |
| |
| | 18-May-10 |
| |
Ticker: CRZO | | |
CUSIP: 144577103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director S.P. Johnson, IV | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Steven A. Webster | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Thomas L. Carter, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director F. Gardner Parker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Roger A. Ramsey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Frank A. Wojtek | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 233,400 | | 233,400 |
| | | | Totals: | | 233,400 | | 233,400 |
| | | | | | | | |
| | |
American Public Education, Inc. | | Meeting Date |
| |
| | 20-May-10 |
| |
Ticker: APEI | | |
CUSIP: 02913V103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Wallace E. Boston, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director J. Christopher Everett | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Barbara G. Fast | | Mgmt | | Yes | | For | | For |
Page 13 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | | | |
| | | | | |
1.4 | | Elect Director F. David Fowler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Jean C. Halle | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Timothy J. Landon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Timothy T. Weglicki | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 298,700 | | 298,700 |
| | | | Totals: | | 298,700 | | 298,700 |
| | | | | | | | |
| | |
Knight Transportation, Inc. | | Meeting Date |
| |
| | 20-May-10 |
| |
Ticker: KNX | | |
CUSIP: 499064103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Kevin P. Knight | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Randy Knight | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Michael Garnreiter | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 365,500 | | 365,500 |
| | | | Totals: | | 365,500 | | 365,500 |
| | | | | | | | |
| | |
Superior Energy Services, Inc. | | Meeting Date |
| |
| | 21-May-10 |
| |
Ticker: SPN | | |
CUSIP: 868157108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Harold J. Bouillion | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Enoch L. Dawkins | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director James M. Funk | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Terence E. Hall | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Ernest E. ‘Wyn’ Howard, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Justin L. Sullivan | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 14 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 144,853 | | 144,853 |
| | | | Totals: | | 144,853 | | 144,853 |
| | | | | | | | |
| | |
Dealertrack Holdings, Inc. | | Meeting Date |
| |
| | 24-May-10 |
| |
Ticker: TRAK | | |
CUSIP: 242309102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Ann B. Lane | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John J. McDonnell, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Barry Zwarenstein | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 354,800 | | 354,800 |
| | | | Totals: | | 354,800 | | 354,800 |
| | | | | | | | |
| | |
Columbia Sportswear Co. | | Meeting Date |
| |
| | 25-May-10 |
| |
Ticker: COLM | | |
CUSIP: 198516106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Gertrude Boyle | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Timothy P. Boyle | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Sarah A. Bany | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Murrey R. Albers | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Stephen E. Babson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Andy D. Bryant | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Edward S. George | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Walter T. Klenz | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director John W. Stanton | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 15 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 111,949 | | 111,949 |
| | | | Totals: | | 111,949 | | 111,949 |
| | | | | | | | |
| | |
Neutral Tandem, Inc. | | Meeting Date |
| |
| | 25-May-10 |
| |
Ticker: TNDM | | |
CUSIP: 64128B108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Rian J. Wren | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director James P. Hynes | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Peter J. Barris | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Robert C. Hawk | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Lawrence M. Ingeneri | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director G. Edward Evans | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 212,000 | | 212,000 |
| | | | Totals: | | 212,000 | | 212,000 |
| | | | | | | | |
| | |
NuVasive, Inc. | | Meeting Date |
| |
| | 25-May-10 |
| |
Ticker: NUVA | | |
CUSIP: 670704105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Alexis V. Lukianov | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Jack R. Blair | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Other Business | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 285,905 | | 285,905 |
| | | | Totals: | | 285,905 | | 285,905 |
| | | | | | | | |
Page 16 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | |
Omnicell, Inc. | | Meeting Date |
| |
| | 25-May-10 |
| |
Ticker: OMCL | | |
CUSIP: 68213N109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director James T. Judson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Gary S. Petersmeyer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Donald C. Wegmiller | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 364,000 | | 364,000 |
| | | | Totals: | | 364,000 | | 364,000 |
| | | | | | | | |
| | |
Riverbed Technology, Inc. | | Meeting Date |
| |
| | 25-May-10 |
| |
Ticker: RVBD | | |
CUSIP: 768573107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Mark A. Floyd | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Christopher J. Schaepe | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director James R. Swartz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Confirmed | | 365,400 | | 365,400 |
| | | | Totals: | | 365,400 | | 365,400 |
| | | | | | | | |
| | |
athenahealth, Inc. | | Meeting Date |
| |
| | 27-May-10 |
| |
Ticker: ATHN | | |
CUSIP: 04685W103
Page 17 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John A. Kane | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Ruben J. King-Shaw, Jr. | | Mgmt | | Yes | | For | | Withhold |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Other Business | | Mgmt | | Yes | | None | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 134,700 | | 134,700 |
| | | | Totals: | | 134,700 | | 134,700 |
| | | | | | | | |
| | |
DG FastChannel, Inc. | | Meeting Date |
| |
| | 27-May-10 |
| |
Ticker: DGIT | | |
CUSIP: 23326R109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Scott K. Ginsburg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Neil H. Nguyen | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 406,000 | | 406,000 |
| | | | Totals: | | 406,000 | | 406,000 |
| | | | | | | | |
| | |
Healthways, Inc. | | Meeting Date |
| |
| | 28-May-10 |
| |
Ticker: HWAY | | |
CUSIP: 422245100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William C. O’Neil, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Ben R. Leedle, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Alison Taunton-Rigby | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 261,800 | | 261,800 |
| | | | Totals: | | 261,800 | | 261,800 |
| | | | | | | | |
Page 18 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | |
Constant Contact, Inc. | | Meeting Date |
| |
| | 01-Jun-10 |
| |
Ticker: CTCT | | |
CUSIP: 210313102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert P. Badavas | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Gail F. Goodman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director William S. Kaiser | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 599,500 | | 599,500 |
| | | | Totals: | | 599,500 | | 599,500 |
| | | | | | | | |
| | |
Masimo Corp. | | Meeting Date |
| |
| | 02-Jun-10 |
| |
Ticker: MASI | | |
CUSIP: 574795100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Joe Kiani | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Jack Lasersohn | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 89,000 | | 89,000 |
| | | | Totals: | | 89,000 | | 89,000 |
| | | | | | | | |
| | |
Vocus, Inc. | | Meeting Date |
| |
| | 03-Jun-10 |
| |
Ticker: VOCS | | |
CUSIP: 92858J108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Gary Greenfield | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert Lentz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 19 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 462,400 | | 462,400 |
| | | | Totals: | | 462,400 | | 462,400 |
| | | | | | | | |
| | |
Blackboard Inc. | | Meeting Date |
| |
| | 04-Jun-10 |
| |
Ticker: BBBB | | |
CUSIP: 091935502
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Frank R. Gatti | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Beth Kaplan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Matthew L. Pittinsky | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 189,600 | | 189,600 |
| | | | Totals: | | 189,600 | | 189,600 |
| | | | | | | | |
| | |
DTS, Inc. | | Meeting Date |
| |
| | 04-Jun-10 |
| |
Ticker: DTSI | | |
CUSIP: 23335C101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director L. Gregory Ballard | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Bradford D. Duea | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Craig S. Andrews | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 214,334 | | 214,334 |
| | | | Totals: | | 214,334 | | 214,334 |
| | | | | | | | |
| | |
Archipelago Learning, Inc. | | Meeting Date |
| |
| | 08-Jun-10 |
| |
Ticker: ARCL | | |
CUSIP: 03956P102
Page 20 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Peter Wilde | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Tim McEwen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Brian H. Hall | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Thomas F. Hedrick | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director David Phillips | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Michael Powell | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 245,100 | | 245,100 |
| | | | Totals: | | 245,100 | | 245,100 |
| | | | | | | | |
| | |
Evercore Partners Inc. | | Meeting Date |
| |
| | 08-Jun-10 |
| |
Ticker: EVR | | |
CUSIP: 29977A105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Roger C. Altman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Pedro Aspe | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Richard I. Beattie | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Francois de Saint Phalle | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Gail B. Harris | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Curt Hessler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Anthony N. Pritzker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Ralph L. Schlosstein | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 49,400 | | 49,400 |
| | | | Totals: | | 49,400 | | 49,400 |
| | | | | | | | |
| | |
Scientific Games Corporation | | Meeting Date |
| |
| | 08-Jun-10 |
| |
Ticker: SGMS | | |
CUSIP: 80874P109
Page 21 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director A. Lorne Weil | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Michael R. Chambrello | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Peter A. Cohen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Gerald J. Ford | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director David L. Kennedy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director J. Robert Kerrey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Ronald O. Perelman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Michael J. Regan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Barry F. Schwartz | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Frances F. Townsend | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Eric M. Turner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Joseph R. Wright | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 892,100 | | 892,100 |
| | | | Totals: | | 892,100 | | 892,100 |
| | | | | | | | |
| | |
Big 5 Sporting Goods Corporation | | Meeting Date |
| |
| | 09-Jun-10 |
| |
Ticker: BGFV | | |
CUSIP: 08915P101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Sandra N. Bane | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Michael D. Miller | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 246,900 | | 246,900 |
| | | | Totals: | | 246,900 | | 246,900 |
| | | | | | | | |
| | |
HMS Holdings Corp. | | Meeting Date |
| |
| | 09-Jun-10 |
| |
Ticker: HMSY | | |
CUSIP: 40425J101
Page 22 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert M. Holster | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director James T. Kelly | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director William C. Lucia | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director William S. Mosakowski | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 112,300 | | 112,300 |
| | | | Totals: | | 112,300 | | 112,300 |
| | | | | | | | |
| | |
Salix Pharmaceuticals, Ltd. | | Meeting Date |
| |
| | 17-Jun-10 |
| |
Ticker: SLXP | | |
CUSIP: 795435106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John F. Chappell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Thomas W. D?Alonzo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Richard A. Franco, Sr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director William P. Keane | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Carolyn J. Logan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Mark A. Sirgo | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 120,200 | | 120,200 |
| | | | Totals: | | 120,200 | | 120,200 |
| | | | | | | | |
| | |
Blackbaud, Inc. | | Meeting Date |
| |
| | 23-Jun-10 |
| |
Ticker: BLKB | | |
CUSIP: 09227Q100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Marc E. Chardon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John P. McConnell | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 23 of 24
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 97 Ivy Funds VIP Small Cap Growth | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
97 Ivy Funds VIP Small Cap Growth, 97 | | 115933.1 | | Sent | | 370,400 | | 370,400 |
| | | | Totals: | | 370,400 | | 370,400 |
| | | | | | | | |
Page 24 of 24
IVY FUNDS VIP SMALL CAP VALUE
Proxy Voting Record
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | |
Ipc Holdings Ltd | | Meeting Date |
| |
| | 20-Jul-09 |
Ticker: IPCR | | |
CUSIP: N/A
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
1 | | To Call A Special General Meeting Of Ipc Holdings, Ltd. | | SH | | Yes | | None | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Uninstructed | | 87,076 | | 0 |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Uninstructed | | 87,076 | | 0 |
| | | | Totals: | | 174,152 | | 0 |
| | | | | | | | |
| | |
The Finish Line, Inc. | | Meeting |
| | Date |
| |
| | 23-Jul-09 |
Ticker: FINL | | |
CUSIP: 317923100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Bill Kirkendall | | Mgmt | | Yes | | For | | |
| | | | | |
1.2 | | Elect Director William P. Carmichael | | Mgmt | | Yes | | For | | |
| | | | | |
2 | | Amend Articles of Incorporation Converting High Voting Class B | | Mgmt | | Yes | | For | | |
| | | | | |
| | Common Shares into Class A Common Shares | | | | | | | | |
| | | | | |
3 | | Amend Articles of Incorporation Automatically Converting Class B | | Mgmt | | Yes | | For | | |
| | | | | |
| | Common Shares into Class A Common Shares Upon Death or | | | | | | | | |
| | | | | |
| | Termination of Employment | | | | | | | | |
| | | | | |
4 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | |
| | | | | |
5 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | |
| | | | | |
6 | | Ratify Auditors | | Mgmt | | Yes | | For | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Uninstructed | | 247,300 | | 0 |
| | | | Totals: | | 247,300 | | 0 |
| | | | | | | | |
| | |
Cirrus Logic, Inc. | | Meeting Date |
| |
| | 24-Jul-09 |
Ticker: CRUS | | |
CUSIP: 172755100
Page 1 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | Proponent Mgmt | | Votable Proposal Yes | | Mgmt Rec For | | Vote Instruction |
1.1 | | Elect Director Michael L. Hackworth | | Mgmt | | Yes | | For | | |
| | | | | |
1.2 | | Elect Director John C. Carter | | Mgmt | | Yes | | For | | |
| | | | | |
1.3 | | Elect Director Timothy R. Dehne | | Mgmt | | Yes | | For | | |
| | | | | |
1.4 | | Elect Director D. James Guzy | | Mgmt | | Yes | | For | | |
| | | | | |
1.5 | | Elect Director Jason P. Rhode | | Mgmt | | Yes | | For | | |
| | | | | |
1.6 | | Elect Director William D. Sherman | | Mgmt | | Yes | | For | | |
| | | | | |
1.7 | | Elect Director Robert H. Smith | | Mgmt | | Yes | | For | | |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Uninstructed | | 295,800 | | 0 |
| | | | Totals: | | 295,800 | | 0 |
| | | | | | | | |
| | |
Sigma Designs,��Inc. | | Meeting Date |
| |
| | 30-Jul-09 |
Ticker: SIGM | | |
CUSIP: 826565103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Thinh Q. Tran | | Mgmt | | Yes | | For | | |
| | | | | |
1.2 | | Elect Director William J. Almon | | Mgmt | | Yes | | For | | |
| | | | | |
1.3 | | Elect Director Julien Nguyen | | Mgmt | | Yes | | For | | |
| | | | | |
1.4 | | Elect Director Lung C. Tsai | | Mgmt | | Yes | | For | | |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | |
| | | | | |
3 | | Approve Stock Option Exchange Program | | Mgmt | | Yes | | For | | |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Uninstructed | | 107,600 | | 0 |
| | | | Totals: | | 107,600 | | 0 |
| | | | | | | | |
| | |
Monro Muffler Brake, Inc. | | Meeting Date |
| |
| | 11-Aug-09 |
Ticker: MNRO | | |
CUSIP: 610236101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Frederick M. Danziger | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert G. Gross | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Peter J. Solomon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Francis R. Strawbridge | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Approved | | 123,700 | | 123,700 |
| | | | Totals: | | 123,700 | | 123,700 |
| | | | | | | | |
Page 2 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | |
IBERIABANK Corp. | | Meeting Date |
| |
| | 24-Aug-09 |
Ticker: IBKC | | |
CUSIP: 450828108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
1 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 61,000 | | 61,000 |
| | | | Totals: | | 61,000 | | 61,000 |
| | | | | | | | |
| | |
Ipc Holdings Ltd | | Meeting Date |
| |
| | 04-Sep-09 |
Ticker: IPCR | | |
CUSIP: N/A
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Elimination of Supermajority Vote Requirement for Amalgamations | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Merger Agreement | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 87,076 | | 87,076 |
| | | | Totals: | | 87,076 | | 87,076 |
| | | | | | | | |
| | |
99 (Cents) Only Stores | | Meeting Date |
| |
| | 16-Sep-09 |
Ticker: NDN | | |
CUSIP: 65440K106
Page 3 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Eric G. Flamholtz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Lawrence Glascott | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director David Gold | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Jeff Gold | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Marvin Holen | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Eric Schiffer | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Peter Woo | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Require Non-Independent Directors to Hold No More Than Two Board Seats | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 153,100 | | 153,100 |
| | | | Totals: | | 153,100 | | 153,100 |
| | | | | | | | |
| | |
Casey’s General Stores, Inc. | | Meeting Date |
| |
| | 18-Sep-09 |
Ticker: CASY | | |
CUSIP: 147528103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Ronald M. Lamb | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert J. Myers | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Diane C. Bridgewater | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Johnny Danos | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director H. Lynn Horak | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Kenneth H. Haynie | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director William C. Kimball | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Jeffrey M. Lamberti | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Richard A. Wilkey | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 89,300 | | 89,300 |
| | | | Totals: | | 89,300 | | 89,300 |
| | | | | | | | |
Page 4 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | |
Brigham Exploration Company | | Meeting Date |
| |
| | 07-Oct-09 |
Ticker: BEXP | | |
CUSIP: 109178103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 253,000 | | 253,000 |
| | | | Totals: | | 253,000 | | 253,000 |
| | | | | | | | |
| | |
Avnet, Inc. | | Meeting Date |
| |
| | 05-Nov-09 |
Ticker: AVT | | |
CUSIP: 053807103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Eleanor Baum | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director J. Veronica Biggins | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Lawrence W. Clarkson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Ehud Houminer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Frank R. Noonan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Ray M. Robinson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director William P. Sullivan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Gary L. Tooker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Roy Vallee | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 97,000 | | 97,000 |
| | | | Totals: | | 97,000 | | 97,000 |
| | | | | | | | |
| | |
Lam Research Corporation | | Meeting Date |
| |
| | 05-Nov-09 |
Ticker: LRCX | | |
CUSIP: 512807108
Page 5 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director James W. Bagley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director David G. Arscott | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Robert M. Berdahl | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Richard J. Elkus, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Grant M. Inman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Catherine P. Lego | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Stephen G. Newberry | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Patricia S. Wolpert | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Eliminate Cumulative Voting | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 52,200 | | 52,200 |
| | | | Totals: | | 52,200 | | 52,200 |
| | | | | | | | |
| | |
Royal Gold, Inc. | | Meeting Date |
| |
| | 18-Nov-09 |
Ticker: RGLD | | |
| | |
CUSIP: 780287108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Stanley Dempsey | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Tony Jensen | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 46,500 | | 46,500 |
| | | | Totals: | | 46,500 | | 46,500 |
| | | | | | | | |
| | |
Terra Industries Inc. | | Meeting Date |
| |
| | 20-Nov-09 |
| |
Ticker: TRA | | |
CUSIP: 880915103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Management Proxy (White Card) | | Mgmt | | No | | None | | None |
| | | | | |
1.1 | | Elect Director Martha O. Hesse | | Mgmt | | Yes | | For | | None |
| | | | | |
1.2 | | Elect Director Dennis McGlone | | Mgmt | | Yes | | For | | None |
| | | | | |
1.3 | | Elect Director Henry R. Slack | | Mgmt | | Yes | | For | | None |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | None |
| | | | | |
| | Dissident Proxy (Blue Card) | | Mgmt | | No | | None | | None |
| | | | | |
1.1 | | Elect Director John N. Lilly | | SH | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director David A. Wilson | | SH | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Irving B. Yoskowitz | | SH | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 6 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 68,500 | | 68,500 |
| | | | Totals: | | 68,500 | | 68,500 |
| | | | | | | | |
| | |
Bally Technologies, Inc | | Meeting Date |
| |
| | 02-Dec-09 |
Ticker: BYI | | |
CUSIP: 05874B107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director David Robbins | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 51,400 | | 51,400 |
| | | | Totals: | | 51,400 | | 51,400 |
| | | | | | | | |
| | |
WMS Industries Inc. | | Meeting Date |
| |
| | 10-Dec-09 |
Ticker: WMS | | |
CUSIP: 929297109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Harold H. Bach, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert J. Bahash | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Brian R. Gamache | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Patricia M. Nazemetz | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Louis J. Nicastro | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Neil D. Nicastro | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Edward W. Rabin, Jr | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Ira S. Sheinfeld | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Bobby L. Siller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director William J. Vareschi, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 7 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 50,600 | | 50,600 |
| | | | Totals: | | 50,600 | | 50,600 |
| | | | | | | | |
| | |
Ashland Inc. | | Meeting Date |
| |
| | 28-Jan-10 |
Ticker: ASH | | |
CUSIP: 044209104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Mark C. Rohr | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Theodore M. Solso | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Michael J. Ward | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 54,300 | | 54,300 |
| | | | Totals: | | 54,300 | | 54,300 |
| | | | | | | | |
| | |
IBERIABANK Corporation | | Meeting Date |
| |
| | 29-Jan-10 |
Ticker: IBKC | | |
| | |
CUSIP: 450828108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 66,300 | | 66,300 |
| | | | Totals: | | 66,300 | | 66,300 |
| | | | | | | | |
| | |
Sanmina-SCI Corporation | | Meeting Date |
| |
| | 08-Feb-10 |
Ticker: SANM | | |
CUSIP: 800907206
Page 8 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Neil R. Bonke | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Alain Couder | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director John P. Goldsberry | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Joseph G. Licata, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Jean Manas | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Mario M. Rosati | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director A. Eugene Sapp, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Wayne Shortridge | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Jure Sola | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Jackie M. Ward | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 59,400 | | 59,400 |
| | | | Totals: | | 59,400 | | 59,400 |
| | | | | | | | |
| | |
East West Bancorp, Inc. | | Meeting Date |
| |
| | 25-Mar-10 |
Ticker: EWBC | | |
CUSIP: 27579R104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Conversion of Securities | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 216,648 | | 216,648 |
| | | | Totals: | | 216,648 | | 216,648 |
| | | | | | | | |
| | |
Ares Capital Corp | | Meeting Date |
| |
| | 26-Mar-10 |
Ticker: ARCC | | |
CUSIP: 04010L103
Page 9 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Issue Shares in Connection with Acquisition | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 245,605 | | 245,605 |
| | | | Totals: | | 245,605 | | 245,605 |
| | | | | | | | |
| | |
IDEX Corporation | | Meeting Date |
| |
| | 06-Apr-10 |
Ticker: IEX | | |
CUSIP: 45167R104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Neil A. Springer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Ruby R. Chandy | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Sent | | 93,100 | | 93,100 |
| | | | Totals: | | 93,100 | | 93,100 |
| | | | | | | | |
| | |
Verigy Limited | | Meeting Date |
| |
| | 06-Apr-10 |
Ticker: VRGY | | |
CUSIP: Y93691106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Reelect Eric Meurice as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Reelect Steven W. Berglund as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reelect Claudine Simson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reappoint PricewaterhouseCoopers LLP Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Annual Cash Compensation and Pro Rated Cash Compensation to Non-Employee Directors, Lead Independent Director, or Committee Chairperson for Services Rendered | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Issuance of Shares without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Share Repurchase Program | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Amend 2006 Equity Incentive Plan to Increase Maximum Number of Ordinary Shares Authorized for Issuance by 3.0 Million Ordinary Shares | | Mgmt | | Yes | | For | | Against |
| | | | | |
9 | | Amend 2006 Employee Shares Purchase Plan to Increase Maximum Number of Ordinary Shares Authorized for Issuance by 1.5 Million Ordinary Shares | | Mgmt | | Yes | | For | | For |
Page 10 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 149,600 | | 149,600 |
| | | | Totals: | | 149,600 | | 149,600 |
| | | | | | | | |
| | |
Stifel Financial Corp. | | Meeting Date |
| |
| | 13-Apr-10 |
Ticker: SF
CUSIP: 860630102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John P. Dubinsky | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert E. Lefton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Scott B. McCuaig | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director James M. Oates | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Ben A. Plotkin | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Sent | | 37,500 | | 37,500 |
| | | | Totals: | | 37,500 | | 37,500 |
| | | | | | | | |
| | |
Pacific Continental Corporation | | Meeting Date |
| |
| | 19-Apr-10 |
Ticker: PCBK | | |
CUSIP: 69412V108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert Ballin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Hal Brown | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Cathi Hatch | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Michael E. Heijer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Michael Holcomb | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Michael Holzgang | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Donald Krahmer, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Donald Montgomery | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director John Rickman | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Increase Authorized Preferred Stock | | Mgmt | | Yes | | For | | Against |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 11 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 134,850 | | 134,850 |
| | | | Totals: | | 134,850 | | 134,850 |
| | | | | | | | |
| | |
First Horizon National Corporation | | Meeting Date |
| |
| | 20-Apr-10 |
Ticker: FHN | | |
CUSIP: 320517105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert B. Carter | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Mark A. Emkes | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director D. Bryan Jordan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director R. Brad Martin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Vicki R. Palmer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Michael D. Rose | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director William B. Sansom | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Luke Yancy III | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adopt Majority Voting for Uncontested Election of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 212,689 | | 212,689 |
| | | | Totals: | | 212,689 | | 212,689 |
| | | | | | | | |
| | |
Home BancShares, Inc. | | Meeting Date |
| |
| | 20-Apr-10 |
Ticker: HOMB | | |
CUSIP: 436893200
Page 12 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John W. Allison | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director C. Randall Sims | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Randy E. Mayor | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Robert H. Adcock, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Richard H. Ashley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Dale A. Bruns | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Richard A. Buckheim | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Jack E. Engelkes | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director James G. Hinkle | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Alex R. Lieblong | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director William G. Thompson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 107,500 | | 107,500 |
| | | | Totals: | | 107,500 | | 107,500 |
| | | | | | | | |
| | |
Celestica Inc. | | Meeting Date |
| |
| | 22-Apr-10 |
Ticker: CLS | | |
CUSIP: 15101Q108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | Meeting for Subordinate Voting and Multiple Voting Shareholders | | Mgmt | | No | | | | |
| | | | | |
1.1 | | Elect Director Robert L. Crandall | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director William A. Etherington | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Laurette Koellner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Craig H. Muhlhauser | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Eamon J. Ryan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Gerald W. Schwartz | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Don Tapscott | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve KPMG LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
Page 13 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 336,591 | | 336,591 |
| | | | Totals: | | 336,591 | | 336,591 |
| | | | | | | | |
| | |
Sensient Technologies Corporation | | Meeting Date |
| |
| | 22-Apr-10 |
Ticker: SXT | | |
CUSIP: 81725T100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Hank Brown | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Fergus M. Clydesdale | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director James A. D. Croft | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director William V. Hickey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Kenneth P. Manning | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Peter M. Salmon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Elaine R. Wedral | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Essie Whitelaw | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 108,100 | | 108,100 |
| | | | Totals: | | 108,100 | | 108,100 |
| | | | | | | | |
| | |
TIBCO Software Inc. | | Meeting Date |
| |
| | 22-Apr-10 |
Ticker: TIBX | | |
CUSIP: 88632Q103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Vivek Y. Ranadive | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Nanci E. Caldwell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Eric C.W. Dunn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Narendra K. Gupta | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Peter J. Job | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Philip K. Wood | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 14 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 239,800 | | 239,800 |
| | | | Totals: | | 239,800 | | 239,800 |
| | | | | | | | |
| | |
M.D.C. Holdings, Inc. | | Meeting Date |
| |
| | 26-Apr-10 |
Ticker: MDC | | |
CUSIP: 552676108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Michael A. Berman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Herbert T. Buchwald | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Larry A. Mizel | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 65,800 | | 65,800 |
| | | | Totals: | | 65,800 | | 65,800 |
| | | | | | | | |
| | |
First Niagara Financial Group, Inc. | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: FNFG | | |
CUSIP: 33582V108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Barbara S. Jeremiah | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John R. Koelmel | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director George M. Philip | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Louise Woerner | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 210,100 | | 210,100 |
| | | | Totals: | | 210,100 | | 210,100 |
| | | | | | | | |
Page 15 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | |
FMC Corporation | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: FMC | | |
CUSIP: 302491303
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Pierre Brondeau | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Dirk A. Kempthorne | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Robert C. Pallash | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director William G. Walter | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 48,700 | | 48,700 |
| | | | Totals: | | 48,700 | | 48,700 |
| | | | | | | | |
| | |
Columbia Banking System, Inc. | | Meeting Date |
| |
| | 28-Apr-10 |
Ticker: COLB | | |
CUSIP: 197236102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Melanie J. Dressel | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John P. Folsom | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Frederick M. Goldberg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Thomas M. Hulbert | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Thomas L. Matson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Daniel C. Regis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Donald H. Rodman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director William T. Weyerhaeuser | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director James M. Will | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 106,600 | | 106,600 |
| | | | Totals: | | 106,600 | | 106,600 |
| | | | | | | | |
Page 16 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | |
Tellabs, Inc. | | Meeting Date |
| |
| | 29-Apr-10 |
Ticker: TLAB | | |
CUSIP: 879664100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Michael J. Birck | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Linda Wells Kahangi | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Robert W. Pullen | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Vincent H. Tobkin | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 264,400 | | 264,400 |
| | | | Totals: | | 264,400 | | 264,400 |
| | | | | | | | |
| | |
CBL & Associates Properties, Inc. | | Meeting Date |
| |
| | 03-May-10 |
Ticker: CBL | | |
CUSIP: 124830100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stephen D. Lebovitz | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Kathleen M. Nelson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Winston W. Walker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Thomas J. DeRosa | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Declassify the Board of Directors | | SH | | Yes | | None | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 225,800 | | 225,800 |
| | | | Totals: | | 225,800 | | 225,800 |
| | | | | | | | |
| | |
Arrow Electronics, Inc. | | Meeting Date |
| |
| | 04-May-10 |
Ticker: ARW | | |
CUSIP: 042735100
Page 17 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Daniel W. Duval | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Gail E. Hamilton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John N. Hanson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Richard S. Hill | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director M.F. (Fran) Keeth | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Roger King | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Michael J. Long | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Stephen C. Patrick | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Barry W. Perry | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director John C. Waddell | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 73,100 | | 73,100 |
| | | | Totals: | | 73,100 | | 73,100 |
| | | | | | | | |
| | |
IBERIABANK Corporation | | Meeting Date |
| |
| | 04-May-10 |
Ticker: IBKC | | |
CUSIP: 450828108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Elaine D. Abell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director William H. Fenstermaker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director O. L. Pollard Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 66,300 | | 66,300 |
| | | | Totals: | | 66,300 | | 66,300 |
| | | | | | | | |
| | |
M/I Homes, Inc. | | Meeting Date |
| |
| | 04-May-10 |
Ticker: MHO | | |
CUSIP: 55305B101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Friedrich K.M. Böhm | | Mgmt | | Yes | | For | | For |
Page 18 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | | |
1.2 | | Elect Director Jeffrey H. Miro | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Robert H. Schottenstein | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 87,700 | | 87,700 |
| | | | Totals: | | 87,700 | | 87,700 |
| | | | | | | | |
| | |
Marten Transport, Ltd. | | Meeting Date |
| |
| | 04-May-10 |
Ticker: MRTN | | |
CUSIP: 573075108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Randolph L. Marten | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Larry B. Hagness | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Thomas J. Winkel | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Jerry M. Bauer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Robert L. Demorest | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director G. Larry Owens | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 117,700 | | 117,700 |
| | | | Totals: | | 117,700 | | 117,700 |
| | | | | | | | |
| | |
NV Energy, Inc. | | Meeting Date |
| |
| | 04-May-10 |
Ticker: NVE | | |
CUSIP: 67073Y106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Brian J. Kennedy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John F. O’Reilly | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Michael W. Yackira | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
Page 19 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 243,400 | | 243,400 |
| | | | Totals: | | 243,400 | | 243,400 |
| | | | | | | | |
| | |
Piper Jaffray Companies | | Meeting Date |
| |
| | 05-May-10 |
| |
Ticker: PJC | | |
CUSIP: 724078100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Andrew S. Duff | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Michael R. Francis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Virginia Gambale | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director B. Kristine Johnson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Addison L. Piper | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Lisa K. Polsky | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Frank L. Sims | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Jean M. Taylor | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Michele Volpi | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 50,661 | | 50,661 |
| | | | Totals: | | 50,661 | | 50,661 |
| | | | | | | | |
| | |
Regal Entertainment Group | | Meeting Date |
| |
| | 05-May-10 |
Ticker: RGC | | |
CUSIP: 758766109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Thomas D. Bell, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director David H. Keyte | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Amy E. Miles | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Lee M. Thomas | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 20 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 213,900 | | 213,900 |
| | | | Totals: | | 213,900 | | 213,900 |
| | | | | | | | |
| | |
The GEO Group, Inc. | | Meeting |
| | Date |
| |
| | 05-May-10 |
Ticker: GEO | | |
CUSIP: 36159R103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Clarence E. Anthony | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Wayne H. Calabrese | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Norman A. Carlson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Anne N. Foreman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Richard H. Glanton | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Christopher C. Wheeler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director George C. Zoley | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Other Business | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 111,400 | | 111,400 |
| | | | Totals: | | 111,400 | | 111,400 |
| | | | | | | | |
| | |
Validus Holdings Ltd | | Meeting |
| | Date |
| |
| | 05-May-10 |
Ticker: VR | | |
CUSIP: G9319H102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Edward J. Noonan as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Jeffrey W. Greenberg as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect John J. Hendrickson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Sumit Rajpal as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.5 | | Elect Edward J. Noonan as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.6 | | Elect C.N. Rupert Atkin as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.7 | | Elect Patrick G. Barry as Subsidiary Director | | Mgmt | | Yes | | For | | For |
Page 21 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | | |
2.8 | | Elect Julian P. Bosworth as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.9 | | Elect Michael E.A. Carpenter as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.10 | | Elect Rodrigo Castro as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.11 | | Elect Jane S. Clouting as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.12 | | Elect Joseph E. (Jeff) Consolino as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.13 | | Elect C. Jerome Dill as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.14 | | Elect Andrew Downey as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.15 | | Elect Kerry A. Emanuel as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.16 | | Elect Jonathan D. Ewington as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.17 | | Elect Andrew M. Gibbs as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.18 | | Elect Michael Greene as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.19 | | Elect Nicholas J. Hales as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.20 | | Elect Mark S. Johnson as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.21 | | Elect Anthony J. Keys as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.22 | | Elect Robert F. Kuzloski as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.23 | | Elect Gillian S. Langford as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.24 | | Elect Stuart W. Mercer as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.25 | | Elect Paul J. Miller as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.26 | | Elect Jean-Marie Nessi as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.27 | | Elect George P. Reeth as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.28 | | Elect Julian G. Ross as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.29 | | Elect Rafael Saer as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.30 | | Elect Verner G. Southey as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.31 | | Elect Guiseppe Venesiani as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.32 | | Elect Nigel D. Wachman as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.33 | | Elect Conan M. Ward as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2.34 | | Elect Lixin Xeng as Subsidiary Director | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify PricewaterhouseCoopers Hamilton Bermuda as Independent Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 105,598 | | 105,598 |
| | | | Totals: | | 105,598 | | 105,598 |
| | | | | | | | |
| | |
American Campus Communities, Inc. | | Meeting Date |
| |
| | 06-May-10 |
Ticker: ACC | | |
CUSIP: 024835100
Page 22 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director William C. Bayless, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director R.D. Burck | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director G. Steven Dawson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Cydney C. Donnell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Edward Lowenthal | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Joseph M. Macchione | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Winston W. Walker | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 111,900 | | 111,900 |
| | | | Totals: | | 111,900 | | 111,900 |
| | | | | | | | |
| | |
Southwest Gas Corporation | | Meeting Date |
| |
| | 06-May-10 |
Ticker: SWX | | |
CUSIP: 844895102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Robert L. Boughner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Thomas E. Chestnut | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Stephen C. Comer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Richard M. Gardner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Leroy C. Hanneman, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director James J. Kropid | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Michael O. Maffie | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Anne L. Mariucci | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Michael J. Melarkey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Jeffrey W. Shaw | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Thomas A. Thomas | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Terrence L. Wright | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 23 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 130,628 | | 130,628 |
| | | | Totals: | | 130,628 | | 130,628 |
| | | | | | | | |
| | |
Werner Enterprises, Inc. | | Meeting Date |
| |
| | 10-May-10 |
Ticker: WERN | | |
CUSIP: 950755108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Kenneth M. Bird | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Gerald H. Timmerman | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 152,200 | | 152,200 |
| | | | Totals: | | 152,200 | | 152,200 |
| | | | | | | | |
| | |
Bank of Marin Bancorp | | Meeting Date |
| |
| | 11-May-10 |
Ticker: BMRC | | |
CUSIP: 063425102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Russell A. Colombo | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Thomas M. Foster | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Robert Heller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Norma J. Howard | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Stuart D. Lum | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Joseph D. Martino | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director William H. McDevitt, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Joel Sklar | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Brian M. Sobel | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director J. Dietrich Stroeh | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Jan I. Yanehiro | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Stock in Lieu of Cash | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 24 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 55,400 | | 55,400 |
| | | | Totals: | | 55,400 | | 55,400 |
| | | | | | | | |
| | |
Belo Corp. | | Meeting Date |
| |
| | 11-May-10 |
Ticker: BLC | | |
CUSIP: 080555105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Judith L. Craven, M.D. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Dealey D. Herndon | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Wayne R. Sanders | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director McHenry T. Tichenor, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Declassify the Board of Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 315,800 | | 315,800 |
| | | | Totals: | | 315,800 | | 315,800 |
| | | | | | | | |
| | |
PacWest Bancorp | | Meeting Date |
| |
| | 11-May-10 |
Ticker: PACW | | |
CUSIP: 695263103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Mark N. Baker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Stephen M. Dunn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John M. Eggemeyer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Barry C. Fitzpatrick | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director George E. Langley | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Susan E. Lester | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Timothy B. Matz | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Arnold W. Messer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Daniel B. Platt | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director John W. Rose | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Robert A. Stine | | Mgmt | | Yes | | For | | For |
Page 25 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | | |
1.12 | | Elect Director Matthew P. Wagner | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Other Business | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 70,600 | | 70,600 |
| | | | Totals: | | 70,600 | | 70,600 |
| | | | | | | | |
| | |
The Timken Company | | Meeting Date |
| |
| | 11-May-10 |
| |
Ticker: TKR | | |
CUSIP: 887389104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director James W. Griffith | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John A. Luke, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Frank C. Sullivan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Ward J. Timken | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Declassify the Board of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Permit Board to Amend Bylaws Without Shareholder Consent | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 50,300 | | 50,300 |
| | | | Totals: | | 50,300 | | 50,300 |
| | | | | | | | |
| | |
TENNECO INC. | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: TEN | | |
CUSIP: 880349105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Charles W. Cramb | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Dennis J. Letham | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Frank E. Macher | | Mgmt | | Yes | | For | | For |
Page 26 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | | |
4 | | Elect Director Hari N. Nair | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Roger B. Porter | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director David B. Price, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Gregg M. Sherrill | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Paul T. Stecko | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Mitsunobu Takeuchi | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Jane L. Warner | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 113,900 | | 113,900 |
| | | | Totals: | | 113,900 | | 113,900 |
| | | | | | | | |
| | |
TrueBlue, Inc. | | Meeting Date |
| |
| | 12-May-10 |
| |
Ticker: TBI | | |
CUSIP: 89785X101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Steven C. Cooper | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Thomas E. McChesney | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Gates McKibbin | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Joseph P. Sambataro, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Bonnie W. Soodik | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director William W. Steele | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Robert J. Sullivan | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Craig E. Tall | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Approve Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Other Business | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 214,000 | | 214,000 |
| | | | Totals: | | 214,000 | | 214,000 |
| | | | | | | | |
| | |
Sybase, Inc. | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: SY | | |
Page 27 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
CUSIP: 871130100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John S. Chen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Richard C. Alberding | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Cecilia Claudio | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Michael A. Daniels | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director L. William Krause | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Alan B. Salisbury | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Jack E. Sum | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Robert P. Wayman | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 34,448 | | 34,448 |
| | | | Totals: | | 34,448 | | 34,448 |
| | | | | | | | |
| | |
The E. W. Scripps Company | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: SSP | | |
CUSIP: 811054402
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Roger L. Ogden | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director J. Marvin Quin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Kim Williams | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 348,000 | | 348,000 |
| | | | Totals: | | 348,000 | | 348,000 |
| | | | | | | | |
| | |
The Washington Post Company | | Meeting Date |
| |
| | 13-May-10 |
| |
Ticker: WPO | | |
CUSIP: 939640108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Lee C. Bollinger | | Mgmt | | Yes | | For | | For |
Page 28 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | | |
1.2 | | Elect Director Christopher C. Davis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John L. Dotson Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Restricted Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 3,500 | | 3,500 |
| | | | Totals: | | 3,500 | | 3,500 |
| | | | | | | | |
| | |
Entercom Communications Corp. | | Meeting Date |
| |
| | 18-May-10 |
| |
Ticker: ETM | | |
CUSIP: 293639100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director David J. Berkman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Daniel E. Gold | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Joseph M. Field | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director David J. Field | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John C. Donlevie | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Robert S. Wiesenthal | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Michael J. Wolf | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 219,800 | | 219,800 |
| | | | Totals: | | 219,800 | | 219,800 |
| | | | | | | | |
| | |
RenaissanceRe Holdings Ltd. | | Meeting Date |
| |
| | 18-May-10 |
| |
Ticker: RNR | | |
CUSIP: G7496G103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect William F. Hecht as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Henry Klehm, Iii as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Ralph B. Levy as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Nicholas L. Trivisonno as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve 2010 Perfomance-Based Equity Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend 2001 Stock Incentive Plan | | Mgmt | | Yes | | For | | For |
Page 29 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | | |
4 | | Approve Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Ernst & Young Ltd. as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 55,000 | | 55,000 |
| | | | Totals: | | 55,000 | | 55,000 |
| | | | | | | | |
| | |
Texas Capital Bancshares, Inc. | | Meeting Date |
| |
| | 18-May-10 |
| |
Ticker: TCBI | | |
CUSIP: 88224Q107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director George F. Jones, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Peter B. Bartholow | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Joseph M. (Jody) Grant | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Frederick B. Hegi, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Larry L. Helm | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director James R. Holland, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director W. W. McAllister, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Lee Roy Mitchell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Steven P. Rosenberg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Robert W. Stallings | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Ian J. Turpin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director James H. Browning | | Mgmt | | Yes | | For | | For |
| | | | | |
1.13 | | Elect Director Elysia Holt Ragusa | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 138,000 | | 138,000 |
| | | | Totals: | | 138,000 | | 138,000 |
| | | | | | | | |
| | |
Atmel Corporation | | Meeting Date |
| |
| | 19-May-10 |
| |
Ticker: ATML | | |
CUSIP: 049513104
Page 30 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Steven Laub | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Tsung-Ching Wu | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director David Sugishita | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Papken Der Torossian | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Jack L. Saltich | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Charles Carinalli | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Edward Ross | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Approve Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 532,900 | | 532,900 |
| | | | Totals: | | 532,900 | | 532,900 |
| | | | | | | | |
| | |
Insight Enterprises, Inc. | | Meeting Date |
| |
| | 19-May-10 |
| |
Ticker: NSIT | | |
CUSIP: 45765U103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Bennett Dorrance | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Michael M. Fisher | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Robert F. Woods | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 84,400 | | 84,400 |
| | | | Totals: | | 84,400 | | 84,400 |
| | | | | | | | |
| | |
Jones Apparel Group, Inc. | | Meeting Date |
| |
| | 19-May-10 |
| |
Ticker: JNY | | |
CUSIP: 480074103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Wesley R. Card | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Sidney Kimmel | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Matthew H. Kamens | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director J. Robert Kerrey | | Mgmt | | Yes | | For | | For |
Page 31 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | | |
5 | | Elect Director Ann N. Reese | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Gerald C. Crotty | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Lowell W. Robinson | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Donna F. Zarcone | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Robert L. Mettler | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Margaret H. Georgiadis | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 102,600 | | 102,600 |
| | | | Totals: | | 102,600 | | 102,600 |
| | | | | | | | |
| | |
AmSurg Corp. | | Meeting Date |
| |
| | 20-May-10 |
| |
Ticker: AMSG | | |
CUSIP: 03232P405
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director James A. Deal | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Steven I. Geringer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Claire M. Gulmi | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director John W. Popp, Jr., | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 108,284 | | 108,284 |
| | | | Totals: | | 108,284 | | 108,284 |
| | | | | | | | |
| | |
Coventry Health Care Inc. | | Meeting Date |
| |
| | 20-May-10 |
| |
Ticker: CVH | | |
CUSIP: 222862104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director L. Dale Crandall | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Elizabeth E. Tallett | | Mgmt | | Yes | | For | | For |
Page 32 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | | |
3 | | Elect Director Allen F. Wise | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Joseph R. Swedish | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Michael A. Stocker | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
8 | | Report on Pay Disparity | | SH | | Yes | | Against | | Against |
| | | | | |
9 | | Performance-Based Equity Awards | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 97,700 | | 97,700 |
| | | | Totals: | | 97,700 | | 97,700 |
| | | | | | | | |
| | |
Superior Industries International, Inc. | | Meeting Date |
| |
| | 21-May-10 |
| |
Ticker: SUP | | |
CUSIP: 868168105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Sheldon I. Ausman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director V. Bond Evans | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Michael J. Joyce | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Decrease in Size of Board | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 167,300 | | 167,300 |
| | | | Totals: | | 167,300 | | 167,300 |
| | | | | | | | |
| | |
BJ Wholesale Club, Inc | | Meeting Date |
| |
| | 25-May-10 |
| |
Ticker: BJ | | |
CUSIP: 05548J106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Leonard A. Schlesinger | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Thomas J. Shields | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Herbert J Zarkin | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 33 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | | |
6 | | Purchase Poultry from Suppliers Using CAK | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 83,200 | | 83,200 |
| | | | Totals: | | 83,200 | | 83,200 |
| | | | | | | | |
| | |
Mack-Cali Realty Corporation | | Meeting Date |
| |
| | 25-May-10 |
| |
Ticker: CLI | | |
CUSIP: 554489104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Alan S. Bernikow | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Kenneth M. Duberstein | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Vincent Tese | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Roy J. Zuckerberg | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 82,800 | | 82,800 |
| | | | Totals: | | 82,800 | | 82,800 |
| | | | | | | | |
| | |
Alexandria Real Estate Equities, Inc. | | Meeting Date |
| |
| | 27-May-10 |
| |
Ticker: ARE | | |
CUSIP: 015271109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Joel S. Marcus | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Richard B. Jennings | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John L. Atkins, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Richard H. Klein | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director James H. Richardson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Martin A. Simonetti | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Alan G. Walton | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 34 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Sent | | 47,100 | | 47,100 |
| | | | Totals: | | 47,100 | | 47,100 |
| | | | | | | | |
| | |
East West Bancorp, Inc. | | Meeting Date |
| |
| | 27-May-10 |
| |
Ticker: EWBC | | |
CUSIP: 27579R104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Iris S. Chan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Peggy Cherng | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Rudolph I. Estrada | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Julia S. Gouw | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Paul H. Irving | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Andrew S. Kane | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director John Lee | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Herman Y. Li | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Jack C. Liu | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Dominic Ng | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Keith W. Renken | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Sent | | 221,748 | | 221,748 |
| | | | Totals: | | 221,748 | | 221,748 |
| | | | | | | | |
| | |
Wintrust Financial Corporation | | Meeting Date |
| |
| | 27-May-10 |
| |
Ticker: WTFC | | |
CUSIP: 97650W108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Peter D. Crist | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Bruce K. Crowther | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Joseph F. Damico | | Mgmt | | Yes | | For | | For |
Page 35 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | | |
1.4 | | Elect Director Bert A. Getz, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director H. Patrick Hackett, Jr | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Scott K. Heitmann | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Charles H. James III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Albin F. Moschner | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Thomas J. Neis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Christopher J. Perry | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Hollis W. Rademacher | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Ingrid S. Stafford | | Mgmt | | Yes | | For | | For |
| | | | | |
1.13 | | Elect Director Edward J. Wehmer | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Sent | | 105,847 | | 105,847 |
| | | | Totals: | | 105,847 | | 105,847 |
| | | | | | | | |
| | |
Triumph Group, Inc. | | Meeting Date |
| |
| | 28-May-10 |
| |
Ticker: TGI | | |
CUSIP: 896818101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Issue Shares in Connection with Acquisition | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 49,700 | | 49,700 |
| | | | Totals: | | 49,700 | | 49,700 |
| | | | | | | | |
| | |
Tech Data Corporation | | Meeting Date |
| |
| | 02-Jun-10 |
| |
Ticker: TECD | | |
CUSIP: 878237106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Charles E. Adair | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Maximilian Ardelt | | Mgmt | | Yes | | For | | For |
Page 36 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | | |
3 | | Elect Director Harry J. Harczak, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Savio W. Tung | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 35,000 | | 35,000 |
| | | | Totals: | | 35,000 | | 35,000 |
| | | | | | | | |
| | |
MDC Partners Inc. | | Meeting Date |
| |
| | 03-Jun-10 |
| |
Ticker: MDZ.A | | |
CUSIP: 552697104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
| | The following agenda is for holders of Class A and Class B Shares | | Mgmt | | No | | | | |
| | | | | |
1.1 | | Elect Miles S. Nadal as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Robert J. Kamerschen as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Clare Copeland as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Thomas N. Davidson as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Scott L. Kauffman as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Michael J.L. Kirby as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Stephen M. Pustil as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve BDO Seidman, LLP as Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Sent | | 264,700 | | 264,700 |
| | | | Totals: | | 264,700 | | 264,700 |
| | | | | | | | |
| | |
Quest Software, Inc. | | Meeting Date |
| |
| | 03-Jun-10 |
| |
Ticker: QSFT | | |
CUSIP: 74834T103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Vincent C. Smith | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Raymond J. Lane | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Douglas F. Garn | | Mgmt | | Yes | | For | | For |
Page 37 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | | |
1.4 | | Elect Director Augustine L. Nieto II | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Kevin M. Klausmeyer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Paul A. Sallaberry | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director H. John Dirks | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Sent | | 136,800 | | 136,800 |
| | | | Totals: | | 136,800 | | 136,800 |
| | | | | | | | |
| | |
Ares Capital Corporation | | Meeting Date |
| |
| | 07-Jun-10 |
| |
Ticker: ARCC | | |
CUSIP: 04010L103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Frank E. O’Bryan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Antony P. Ressler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Eric B. Siegel | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Sale of Common Stock Below Net Asset Value | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Sent | | 215,922 | | 215,922 |
| | | | Totals: | | 215,922 | | 215,922 |
| | | | | | | | |
| | |
Silgan Holdings Inc. | | Meeting Date |
| |
| | 07-Jun-10 |
| |
Ticker: SLGN | | |
CUSIP: 827048109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Amend Stockholder Voting Standard From A Majority Of Shares Outstanding Standard To A Majority Of Votes Cast Standard | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
3.1 | | Elect Director R. Philip Silver | | Mgmt | | Yes | | For | | For |
| | | | | |
3.2 | | Elect Director William C. Jennings | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 38 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Sent | | 55,089 | | 55,089 |
| | | | Totals: | | 55,089 | | 55,089 |
| | | | | | | | |
| | |
Big 5 Sporting Goods Corporation | | Meeting Date |
| |
| | 09-Jun-10 |
| |
Ticker: BGFV | | |
CUSIP: 08915P101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Sandra N. Bane | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Michael D. Miller | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Sent | | 1,400 | | 1,400 |
| | | | Totals: | | 1,400 | | 1,400 |
| | | | | | | | |
| | |
Hercules Technology Growth Capital, Inc. | | Meeting Date |
| |
| | 09-Jun-10 |
| |
Ticker: HTGC | | |
CUSIP: 427096508
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Manuel A. Henriquez | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Issuance of Shares for a Private Placement | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Issuance of Warrants/Convertible Debentures | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Sent | | 283,772 | | 283,772 |
| | | | Totals: | | 283,772 | | 283,772 |
| | | | | | | | |
| | |
First Cash Financial Services, Inc | | Meeting Date |
| |
| | 16-Jun-10 |
| |
Ticker: FCFS | | |
CUSIP: 31942D107
Page 39 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Jorge Montano | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Sent | | 105,800 | | 105,800 |
| | | | Totals: | | 105,800 | | 105,800 |
| | | | | | | | |
| | |
Liberty Media Corporation | | Meeting Date |
| |
| | 24-Jun-10 |
| |
Ticker: LINTA | | |
CUSIP: 53071M104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John C. Malone | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Robert R. Bennett | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director M. Ian G. Gilchrist | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Andrea L. Wong | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | Against |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 79,000 | | 79,000 |
| | | | Totals: | | 79,000 | | 79,000 |
| | | | | | | | |
| | |
Kforce Inc. | | Meeting Date |
| |
| | 25-Jun-10 |
| |
Ticker: KFRC | | |
CUSIP: 493732101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Elaine D. Rosen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Ralph E. Struzziero | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Howard W. Sutter | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Qualified Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
Page 40 of 41
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 87 Ivy Funds VIP Small Cap Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 227,600 | | 227,600 |
| | | | Totals: | | 227,600 | | 227,600 |
| | | | | | | | |
| | |
Nara Bancorp, Inc. | | Meeting Date |
| |
| | 29-Jun-10 |
| |
Ticker: NARA | | |
CUSIP: 63080P105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Steven D. Broidy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Louis M. Cosso | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Alvin D. Kang | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Chong-Moon Lee | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Jesun Paik | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Hyon Man Park | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Ki Suh Park | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Scott Yoon-suk Whang | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
87 Ivy Funds VIP Small Cap Value, 87 | | 126396.1 | | Confirmed | | 244,000 | | 244,000 |
| | | | Totals: | | 244,000 | | 244,000 |
| | | | | | | | |
Page 41 of 41
IVY FUNDS VIP VALUE
Proxy Voting Record
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | |
McKesson Corporation | | Meeting Date |
| |
| | 22-Jul-09 |
Ticker: MCK | | |
CUSIP: 58155Q103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Andy D. Bryant | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Wayne A. Budd | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director John H. Hammergren | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Alton F. Irby, III | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director M. Christine Jacobs | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Marie L. Knowles | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director David M. Lawrence | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Edward A. Mueller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Jane E. Shaw | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 226,700 | | 226,700 |
| | | | Totals: | | 226,700 | | 226,700 |
| | | | | | | | |
| | |
Office Depot, Inc. | | Meeting Date |
| |
| | 14-Oct-09 |
Ticker: ODP | | |
CUSIP: 676220106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Approve Conversion of Securities | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve Conversion of Securities | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 459,700 | | 459,700 |
| | | | Totals: | | 459,700 | | 459,700 |
| | | | | | | | |
Page 1 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | |
Accenture plc | | Meeting Date |
| |
| | 04-Feb-10 |
Ticker: N/A | | |
CUSIP: G1151C101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Reelect William L. Kimsey as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Reelect Robert I. Lipp as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Reelect Wulf von Schimmelmann as a Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve KPMG as Auditors and Authorize Board to Fix Their | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Remuneration | | | | | | | | |
| | | | | |
3 | | Approve 2010 Share Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve 2010 Employee Share Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Change Location of Annual Meeting | | Mgmt | | Yes | | For | | Against |
| | | | | |
6 | | Authorize Open-Market Purchases of Class A Ordinary Shares | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Authorize Board to Determine Price Range for the Issuance of Acquired Treasury Stock | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 44,100 | | 44,100 |
| | | | Totals: | | 44,100 | | 44,100 |
| | | | | | | | |
| | |
Xerox Corporation | | Meeting Date |
| |
| | 05-Feb-10 |
Ticker: XRX | | |
CUSIP: 984121103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Issue Shares in Connection with Acquisition | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 834,600 | | 834,600 |
| | | | Totals: | | 834,600 | | 834,600 |
| | | | | | | | |
Page 2 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | |
Bank of America Corp. | | Meeting Date |
| |
| | 23-Feb-10 |
Ticker: BAC | | |
CUSIP: 060505104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Adjourn Meeting | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 957,500 | | 957,500 |
| | | | Totals: | | 957,500 | | 957,500 |
| | | | | | | | |
| | |
AmerisourceBergen Corp | | Meeting Date |
| |
| | 04-Mar-10 |
Ticker: ABC | | |
CUSIP: 03073E105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Richard W. Gochnauer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Edward E. Hagenlocker | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Henry W. McGee | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Reduce Supermajority Vote Requirement | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 228,800 | | 228,800 |
| | | | Totals: | | 228,800 | | 228,800 |
| | | | | | | | |
| | |
Hewlett-Packard Company | | Meeting Date |
| |
| | 17-Mar-10 |
Ticker: HPQ | | |
CUSIP: 428236103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Marc L. Andreessen | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Lawrence T. Babbio, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Sari M. Baldauf | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Rajiv L. Gupta | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director John H. Hammergren | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Mark V. Hurd | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Joel Z. Hyatt | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director John R. Joyce | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Robert L. Ryan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Lucille S. Salhany | | Mgmt | | Yes | | For | | For |
Page 3 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | | | |
| | | | | |
1.11 | | Elect Director G. Kennedy Thompson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Company Request on Advisory Vote on Executive Compensation | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 250,400 | | 250,400 |
| | | | Totals: | | 250,400 | | 250,400 |
| | | | | | | | |
| | |
Carnival Corp. | | Meeting Date |
| |
| | 13-Apr-10 |
Ticker: CCL | | |
CUSIP: 143658300
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Reelect Micky Arison As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Sir Jonathon Band As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Reelect Robert H. Dickinson As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Reelect Arnold W. Donald As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reelect Pier Luigi Foschi As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Reelect Howard S. Frank As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Reelect Richard J. Glasier As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Reelect Modesto A. Maidique As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Reelect Sir John Parker As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Reelect Peter G. Ratcliffe As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Reelect Stuart Subotnick As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Reelect Laura Weil As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Reelect Randall J. Weisenburger As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Reelect Uzi Zucker As A Director Of Carnival Corporation And As A Director Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Reappoint The UK Firm Of PricewaterhouseCoopers LLP As Independent Auditors For Carnival Plc And Ratify The U.S. Firm Of PricewaterhouseCoopers LLP As The Independent Auditor For Carnival Corporation. | | Mgmt | | Yes | | For | | For |
Page 4 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | | | |
| | | | | |
16 | | Authorize The Audit Committee Of Carnival Plc To Fix Remuneration Of The Independent Auditors Of Carnival Plc. | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Receive The UK Accounts And Reports Of The Directors And Auditors Of Carnival Plc For The Year Ended November 30, 2009 | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Approve The Directors Remuneration Report Of Carnival Plc For The Year Ended November 30, 2009 | | Mgmt | | Yes | | For | | Against |
| | | | | |
19 | | Authorize Issue of Equity with Pre-emptive Rights | | Mgmt | | Yes | | For | | Against |
| | | | | |
20 | | Authorize Issue of Equity without Pre-emptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
21 | | Authorise Shares for Market Purchase | | Mgmt | | Yes | | For | | For |
| | | | | |
22 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
23 | | Transact Other Business (Non-Voting) | | Mgmt | | No | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 259,700 | | 259,700 |
| | | | Totals: | | 259,700 | | 259,700 |
| | | | | | | | |
| | |
Office Depot, Inc. | | Meeting Date |
| |
| | 21-Apr-10 |
Ticker: ODP | | |
CUSIP: 676220106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Lee A. Ault III | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Neil R. Austrian | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Justin Bateman | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director David W. Bernauer | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Thomas J. Colligan | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Marsha J. Evans | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director David I. Fuente | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Brenda J. Gaines | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Myra M. Hart | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director W. Scott Hedrick | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Kathleen Mason | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Steve Odland | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director James S. Rubin | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director Raymond Svider | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Approve Stock Option Repricing Program | | Mgmt | | Yes | | For | | For |
Page 5 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 480,100 | | 480,100 |
| | | | Totals: | | 480,100 | | 480,100 |
| | | | | | | | |
| | |
Solutia Inc. | | Meeting Date |
| |
| | 21-Apr-10 |
Ticker: SOA | | |
CUSIP: 834376501
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director James P. Heffernan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director W. Thomas Jagodinski | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director William C. Rusnack | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Adopt, Renew or Amend NOL Rights Plan (NOL Pill) | | Mgmt | | Yes | | For | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 327,900 | | 327,900 |
| | | | Totals: | | 327,900 | | 327,900 |
| | | | | | | | |
| | |
Honeywell International Inc. | | Meeting Date |
| |
| | 26-Apr-10 |
Ticker: HON | | |
CUSIP: 438516106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Gordon M. Bethune | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Kevin Burke | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Jaime Chico Pardo | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director David M. Cote | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director D. Scott Davis | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Linnet F. Deily | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Clive R. Hollick | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director George Paz | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Bradley T. Sheares | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Michael W. Wright | | Mgmt | | Yes | | For | | For |
Page 6 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | | | |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Provide Right to Act by Written Consent | | SH | | Yes | | Against | | For |
| | | | | |
15 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
16 | | Review and Amend Code of Conduct to Include Human Rights | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 129,800 | | 129,800 |
| | | | Totals: | | 129,800 | | 129,800 |
| | | | | | | | |
| | |
International Business Machines Corporation | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: IBM | | |
CUSIP: 459200101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director A. J. P. Belda | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director C. Black | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director W. R. Brody | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director K. I. Chenault | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director M. L. Eskew | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director S. A. Jackson | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director A. N. Liveris | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director W. J. McNerney, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director T. Nishimuro | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director J. W. Owens | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director S. J. Palmisano | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director J. E. Spero | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director S. Taurel | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director L. H. Zambrano | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Adopt Policy on Bonus Banking | | SH | | Yes | | Against | | Against |
| | | | | |
17 | | Provide for Cumulative Voting | | SH | | Yes | | Against | | Against |
| | | | | |
18 | | Amend Articles/Bylaws/Charter — Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
19 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
Page 7 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 43,900 | | 43,900 |
| | | | Totals: | | 43,900 | | 43,900 |
| | | | | | | | |
| | |
The PNC Financial Services Group, Inc. | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: PNC | | |
CUSIP: 693475105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Richard O. Berndt | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Charles E. Bunch | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Paul W. Chellgren | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Robert N. Clay | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Kay Coles James | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Richard B. Kelson | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Bruce C. Lindsay | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Anthony A. Massaro | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Jane G. Pepper | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director James E. Rohr | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Donald J. Shepard | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Lorene K. Steffes | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Dennis F. Strigl | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director Stephen G. Thieke | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Elect Director Thomas J. Usher | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Elect Director George H. Walls, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Elect Director Helge H. Wehmeier | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
20 | | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | | SH | | Yes | | Against | | Against |
| | | | | |
21 | | TARP Related Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 135,000 | | 135,000 |
| | | | Totals: | | 135,000 | | 135,000 |
| | | | | | | | |
Page 8 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | |
VF Corporation | | Meeting Date |
| |
| | 27-Apr-10 |
Ticker: VFC | | |
CUSIP: 918204108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Richard T. Carucci | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Juliana L. Chugg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director George Fellows | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Clarence Otis, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 66,300 | | 66,300 |
| | | | Totals: | | 66,300 | | 66,300 |
| | | | | | | | |
| | |
Bank of America Corporation | | Meeting Date |
| |
| | 28-Apr-10 |
Ticker: BAC | | |
CUSIP: 060505104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Susan S. Bies | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director William P. Boardman | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Frank P. Bramble, Sr. | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Virgis W. Colbert | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Charles K. Gifford | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Charles O. Holliday, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director D. Paul Jones, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Monica C. Lozano | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Thomas J. May | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Brian T. Moynihan | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Donald E. Powell | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Charles O. Rossotti | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Robert W. Scully | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
Page 9 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | | | |
| | | | | |
16 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | Against |
| | | | | |
17 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Report on Government Service of Employees | | SH | | Yes | | Against | | Against |
| | | | | |
19 | | TARP Related Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
20 | | Amend Articles/Bylaws/Charter -- Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
21 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
22 | | Adopt Policy on Succession Planning | | SH | | Yes | | Against | | Against |
| | | | | |
23 | | Report on Collateral in Derivatives Trading | | SH | | Yes | | Against | | Against |
| | | | | |
24 | | Claw-back of Payments under Restatements | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 985,900 | | 985,900 |
| | | | Totals: | | 985,900 | | 985,900 |
| | | | | | | | |
| | |
General Electric Company | | Meeting Date |
| |
| | 28-Apr-10 |
Ticker: GE | | |
CUSIP: 369604103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director W. Geoffrey Beattie | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director James I. Cash, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director William M. Castell | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Ann M. Fudge | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Susan Hockfield | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Jeffrey R. Immelt | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Andrea Jung | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Alan G. (A.G.) Lafley | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Robert W. Lane | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Ralph S. Larsen | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Rochelle B. Lazarus | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director James J. Mulva | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Sam Nunn | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director Roger S. Penske | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Elect Director Robert J. Swieringa | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Elect Director Douglas A. Warner III | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 10 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | | | |
| | | | | |
18 | | Provide for Cumulative Voting | | SH | | Yes | | Against | | Against |
| | | | | |
19 | | Amend Articles/Bylaws/Charter -- Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
20 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
21 | | Report on Pay Disparity | | SH | | Yes | | Against | | Against |
| | | | | |
22 | | Adopt Policy Prohibiting Certain Directors from Serving on Key | | SH | | Yes | | Against | | Against |
| | | | | |
| | Board Committees | | | | | | | | |
| | | | | |
23 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 200,600 | | 200,600 |
| | | | Totals: | | 200,600 | | 200,600 |
| | | | | | | | |
| | |
Marathon Oil Corporation | | Meeting Date |
| |
| | 28-Apr-10 |
Ticker: MRO | | |
CUSIP: 565849106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Gregory H. Boyce | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Clarence P. Cazalot, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director David A. Daberko | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director William L. Davis | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Shirley Ann Jackson | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Philip Lader | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Charles R. Lee | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Michael E. J. Phelps | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Dennis H. Reilley | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Seth E. Schofield | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director John W. Snow | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Thomas J. Usher | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Amend Articles/Bylaws/Charter -- Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
15 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 224,000 | | 224,000 |
| | | | Totals: | | 224,000 | | 224,000 |
| | | | | | | | |
Page 11 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | |
Capital One Financial Corporation | | Meeting
Date |
| |
| | 29-Apr-10 |
Ticker: COF | | |
CUSIP: 14040H105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director W. Ronald Dietz | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Lewis Hay, III | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Mayo A. Shattuck III | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Declassify the Board of Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 161,600 | | 161,600 |
| | | | Totals: | | 161,600 | | 161,600 |
| | | | | | | | |
| | |
The Travelers Companies, Inc. | | Meeting Date |
| |
| | 04-May-10 |
Ticker: TRV | | |
CUSIP: 89417E109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Alan L. Beller | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director John H. Dasburg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Janet M. Dolan | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Kenneth M. Duberstein | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Jay S. Fishman | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Lawrence G. Graev | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Patricia L. Higgins | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Thomas R. Hodgson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Cleve L. Killingsworth, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Blythe J. McGarvie | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Donald J. Shepard | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Laurie J. Thomsen | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
Page 12 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 241,801 | | 241,801 |
| | | | Totals: | | 241,801 | | 241,801 |
| | | | | | | | |
| | |
Union Pacific Corporation | | Meeting Date |
| |
| | 06-May-10 |
Ticker: UNP | | |
CUSIP: 907818108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Andrew H. Card, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Erroll B. Davis, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Thomas J. Donohue | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Archie W. Dunham | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Judith Richards Hope | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Charles C. Krulak | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Michael R. McCarthy | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Michael W. McConnell | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Thomas F. McLarty III | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Steven R. Rogel | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Jose H. Villarreal | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director James R. Young | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | |
15 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 140,700 | | 140,700 |
| | | | Totals: | | 140,700 | | 140,700 |
| | | | | | | | |
| | |
Occidental Petroleum Corporation | | Meeting Date |
| |
| | 07-May-10 |
Ticker: OXY | | |
CUSIP: 674599105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Spencer Abraham | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director John S. Chalsty | | Mgmt | | Yes | | For | | For |
Page 13 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | | | |
| | | | | |
3 | | Elect Director Stephen I. Chazen | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Edward P. Djerejian | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director John E. Feick | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Carlos M. Gutierrez | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Ray R. Irani | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Irvin W. Maloney | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Avedick B. Poladian | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Rodolfo Segovia | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Aziz D. Syriani | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Rosemary Tomich | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Walter L. Weisman | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | Against |
| | | | | |
17 | | Limit Executive Compensation | | SH | | Yes | | Against | | Against |
| | | | | |
18 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
19 | | Amend Articles/Bylaws/Charter -- Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
20 | | Report on Host Country Social and Environmental Laws | | SH | | Yes | | Against | | Against |
| | | | | |
21 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | |
22 | | Report on Policy for Increasing Safety by Reducing Hazardous | | SH | | Yes | | Against | | Against |
| | | | | |
| | Substance Usage and Re-locating Facilities | | | | | | | | |
| | | | | |
23 | | Double Trigger on Equity Plans | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 144,300 | | 144,300 |
| | | | Totals: | | 144,300 | | 144,300 |
| | | | | | | | |
| | |
CVS Caremark Corporation | | Meeting Date |
| |
| | 12-May-10 |
Ticker: CVS | | |
CUSIP: 126650100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Edwin M. Banks | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director C. David Brown II | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director David W. Dorman | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Kristen Gibney Williams | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Marian L. Heard | | Mgmt | | Yes | | For | | For |
Page 14 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | | | |
| | | | | |
6 | | Elect Director William H. Joyce | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Jean-Pierre Millon | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Terrence Murray | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director C.A. Lance Piccolo | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Sheli Z. Rosenberg | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Thomas M. Ryan | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Richard J. Swift | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
17 | | Adopt Global Warming Principles | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 73,200 | | 73,200 |
| | | | Totals: | | 73,200 | | 73,200 |
| | | | | | | | |
| | |
National Oilwell Varco, Inc. | | Meeting Date |
| |
| | 12-May-10 |
Ticker: NOV | | |
CUSIP: 637071101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Ben A. Guill | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Roger L. Jarvis | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Eric L. Mattson | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 108,900 | | 108,900 |
| | | | Totals: | | 108,900 | | 108,900 |
| | | | | | | | |
| | |
Philip Morris International Inc. | | Meeting Date |
| |
| | 12-May-10 |
Ticker: PM | | |
CUSIP: 718172109
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Harold Brown | | Mgmt | | Yes | | For | | For |
Page 15 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | | | |
| | | | | |
2 | | Elect Director Mathis Cabiallavetta | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Louis C. Camilleri | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director J. Dudley Fishburn | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Jennifer Li | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Graham Mackay | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Sergio Marchionne | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Lucio A. Noto | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Carlos Slim Helu | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Stephen M. Wolf | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Report on Effect of Marketing Practices on the Poor | | SH | | Yes | | Against | | Against |
| | | | | |
13 | | Establish Supplier Human Rights Purchasing Protocols | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 58,200 | | 58,200 |
| | | | Totals: | | 58,200 | | 58,200 |
| | | | | | | | |
| | |
Regions Financial Corporation | | Meeting Date |
| |
| | 13-May-10 |
Ticker: RF | | |
CUSIP: 7591EP100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Samuel W. Bartholomew, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director George W. Bryan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director David J. Cooper, Sr. | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Earnest W. Deavenport, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Don DeFosset | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director O.B. Grayson Hall, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Charles D. McCrary | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director James R. Malone | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Susan W. Matlock | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director John E. Maupin, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director John R. Roberts | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Lee J. Styslinger III | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Advisory Vote on Executive Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Increase Authorized Common Stock | | Mgmt | | Yes | | For | | For |
Page 16 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | | | |
| | | | | |
16 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Adopt Anti Gross-up Policy | | SH | | Yes | | Against | | Against |
| | | | | |
18 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 183,500 | | 183,500 |
| | | | Totals: | | 183,500 | | 183,500 |
| | | | | | | | |
| | |
The Dow Chemical Company | | Meeting Date |
| |
| | 13-May-10 |
Ticker: DOW | | |
CUSIP: 260543103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Arnold A. Allemang | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Jacqueline K. Barton | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director James A. Bell | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Jeff M. Fettig | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Barbara H. Franklin | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director John B. Hess | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Andrew N. Liveris | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Paul Polman | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Dennis H. Reilley | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director James M. Ringler | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Ruth G. Shaw | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Paul G. Stern | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Report on Environmental Remediation in Midland Area | | SH | | Yes | | Against | | Against |
| | | | | |
16 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
17 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 251,500 | | 251,500 |
| | | | Totals: | | 251,500 | | 251,500 |
| | | | | | | | |
Page 17 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | |
Macy’s, Inc. | | Meeting Date |
| |
| | 14-May-10 |
Ticker: M | | |
CUSIP: 55616P104
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Stephen F. Bollenbach | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Deirdre P. Connelly | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Meyer Feldberg | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Sara Levinson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Terry J. Lundgren | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Joseph Neubauer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Joseph A. Pichler | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Joyce M. Roché | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director Craig E. Weatherup | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director Marna C. Whittington | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Certificate of Incorporation to Reduce Supermajority Vote Requirements and Eliminate Certain Provisions | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Require a Majority Vote for the Election of Directors | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 280,600 | | 280,600 |
| | | | Totals: | | 280,600 | | 280,600 |
| | | | | | | | |
| | |
Morgan Stanley | | Meeting Date |
| |
| | 18-May-10 |
Ticker: MS | | |
CUSIP: 617446448
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Roy J. Bostock | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Erskine B. Bowles | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Howard J. Davies | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director James P. Gorman | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director James H. Hance, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Nobuyuki Hirano | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director C. Robert Kidder | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director John J. Mack | | Mgmt | | Yes | | For | | For |
Page 18 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | | | |
| | | | | |
9 | | Elect Director Donald T. Nicolaisen | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Charles H. Noski | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Hutham S. Olayan | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director O. Griffith Sexton | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Laura D. Tyson | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Amend Articles/Bylaws/Charter -- Call Special Meetings | | SH | | Yes | | Against | | For |
| | | | | |
18 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
19 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
| | | | | |
20 | | Report on Pay Disparity | | SH | | Yes | | Against | | Against |
| | | | | |
21 | | Claw-back of Payments under Restatements | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 243,600 | | 243,600 |
| | | | Totals: | | 243,600 | | 243,600 |
| | | | | | | | |
| | |
| |
RenaissanceRe Holdings Ltd. | | Meeting
Date |
| |
| | 18-May-10 |
| |
Ticker: RNR | | |
CUSIP: G7496G103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect William F. Hecht as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Henry Klehm, Iii as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Ralph B. Levy as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Nicholas L. Trivisonno as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Approve 2010 Perfomance-Based Equity Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend 2001 Stock Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Employee Stock Purchase Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Ernst & Young Ltd. As Auditors and Authorize Board to | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Fix Their Remuneration | | | | | | | | |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 101,500 | | 101,500 |
| | | | Totals: | | 101,500 | | 101,500 |
| | | | | | | | |
Page 19 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | |
ACE Limited | | Meeting Date |
| |
| | 19-May-10 |
Ticker: ACE | | |
CUSIP: H0023R105
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Robert Hernandez as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Peter Menikoff as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Robert Ripp as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Theodore Shasta as Director | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Amend Articles Re: Treatment of Abstentions and Broker Non-Votes | | Mgmt | | Yes | | For | | For |
| | | | | |
3.1 | | Approve Annual Report | | Mgmt | | Yes | | For | | For |
| | | | | |
3.2 | | Accept Statutory Financial Statements | | Mgmt | | Yes | | For | | For |
| | | | | |
3.3 | | Accept Consolidated Financial Statements | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Approve Allocation of Income and Omission of Dividends | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Approve Discharge of Board and Senior Management | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Approve Creation of CHF 4.4 Billion Pool of Capital without Preemptive Rights | | Mgmt | | Yes | | For | | For |
| | | | | |
7.1 | | Ratify PricewaterhouseCoopers AG as Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
7.2 | | Ratify PricewaterhouseCoopers LLC as Independent Registered | | Mgmt | | Yes | | For | | For |
| | | | | |
| | Public Accounting Firm | | | | | | | | |
| | | | | |
7.3 | | Ratify BDO AG as Special Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Amend 2004 Long-Term Incentive Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Approve Reduction in Share Capital and Capital Repayment of $1.32 per Share | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 166,900 | | 166,900 |
| | | | Totals: | | 166,900 | | 166,900 |
| | | | | | | | |
| | |
Altria Group, Inc. | | Meeting Date |
| |
| | 20-May-10 |
| |
Ticker: MO | | |
CUSIP: 02209S103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Elizabeth E. Bailey | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Gerald L. Baliles | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director John T. Casteen III | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Dinyar S. Devitre | | Mgmt | | Yes | | For | | For |
Page 20 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | | | |
| | | | | |
5 | | Elect Director Thomas F. Farrell II | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Robert E. R. Huntley | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Thomas W. Jones | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director George Munoz | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Nabil Y. Sakkab | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Michael E. Szymanczyk | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Report on Effect of Marketing Practices on the Poor | | SH | | Yes | | Against | | Against |
| | | | | |
14 | | Adopt Human Rights Protocols for Company and Suppliers | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 200,700 | | 200,700 |
| | | | Totals: | | 200,700 | | 200,700 |
| | | | | | | | |
| | |
Lorillard, Inc. | | Meeting Date |
| |
| | 20-May-10 |
Ticker: LO | | |
CUSIP: 544147101
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Virgis W. Colbert | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Richard W. Roedel | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director David H. Taylor | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 36,600 | | 36,600 |
| | | | Totals: | | 36,600 | | 36,600 |
| | | | | | | | |
| | |
Xerox Corporation | | Meeting Date |
| |
| | 20-May-10 |
Ticker: XRX | | |
CUSIP: 984121103
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Glenn A. Britt | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Ursula M. Burns | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Richard J. Harrington | | Mgmt | | Yes | | For | | For |
Page 21 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | | | |
| | | | | |
4 | | Elect Director William Curt Hunter | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Robert A. McDonald | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director N.J. Nicholas, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Charles Prince | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Ann N. Reese | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Mary Agnes Wilderotter | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 916,632 | | 916,632 |
| | | | Totals: | | 916,632 | | 916,632 |
| | | | | | | | |
| | |
Aetna Inc. | | Meeting Date |
| |
| | 21-May-10 |
Ticker: AET | | |
CUSIP: 00817Y108
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director Frank M. Clark | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Betsy Z. Cohen | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Molly J. Coye | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Roger N. Farah | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Barbara Hackman Franklin | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Jeffrey E. Garten | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Earl G. Graves | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Gerald Greenwald | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Ellen M. Hancock | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director Richard J. Harrington | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director Edward J. Ludwig | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director Joseph P. Newhouse | | Mgmt | | Yes | | For | | For |
| | | | | |
13 | | Elect Director Ronald A. Williams | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Approve Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Approve Non-Employee Director Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Amend Executive Incentive Bonus Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Provide for Cumulative Voting | | SH | | Yes | | Against | | Against |
| | | | | |
19 | | Require Independent Board Chairman | | SH | | Yes | | Against | | For |
Page 22 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 90,800 | | 90,800 |
| | | | Totals: | | 90,800 | | 90,800 |
| | | | | | | | |
| | |
UnitedHealth Group Incorporated | | Meeting Date |
| |
| | 24-May-10 |
Ticker: UNH | | |
CUSIP: 91324P102
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director William C. Ballard, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director Richard T. Burke | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director Robert J. Darretta | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director Stephen J. Hemsley | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director Michele J. Hooper | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director Douglas W. Leatherdale | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director Glenn M. Renwick | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director Kenneth I. Shine | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director Gail R. Wilensky | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Report on Lobbying Expenses | | SH | | Yes | | Against | | Against |
| | | | | |
12 | | Advisory Vote to Ratify Named Executive Officers’ Compensation | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 227,500 | | 227,500 |
| | | | Totals: | | 227,500 | | 227,500 |
| | | | | | | | |
| | |
Omnicom Group Inc. | | Meeting Date |
| |
| | 25-May-10 |
Ticker: OMC | | |
CUSIP: 681919106
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director John D. Wren | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Bruce Crawford | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Alan R. Batkin | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Robert Charles Clark | | Mgmt | | Yes | | For | | For |
Page 23 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | | | |
| | | | | |
1.5 | | Elect Director Leonard S. Coleman, Jr. | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Errol M. Cook | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director Susan S. Denison | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Michael A. Henning | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director John R. Murphy | | Mgmt | | Yes | | For | | For |
| | | | | |
1.10 | | Elect Director John R. Purcell | | Mgmt | | Yes | | For | | For |
| | | | | |
1.11 | | Elect Director Linda Johnson Rice | | Mgmt | | Yes | | For | | For |
| | | | | |
1.12 | | Elect Director Gary L. Roubos | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Amend Omnibus Stock Plan | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Adopt Majority Voting for Uncontested Election of Directors | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Reimburse Proxy Contest Expenses | | SH | | Yes | | Against | | Against |
| | | | | |
6 | | Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives | | SH | | Yes | | Against | | Against |
| | | | | |
7 | | Reduce Supermajority Vote Requirement | | SH | | Yes | | Against | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 148,500 | | 148,500 |
| | | | Totals: | | 148,500 | | 148,500 |
| | | | | | | | |
| | |
Chevron Corporation | | Meeting Date |
| |
| | 26-May-10 |
Ticker: CVX | | |
CUSIP: 166764100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1 | | Elect Director S.H. Armacost | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Elect Director L.F. Deily | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Elect Director R.E. Denham | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Elect Director R.J. Eaton | | Mgmt | | Yes | | For | | For |
| | | | | |
5 | | Elect Director C. Hagel | | Mgmt | | Yes | | For | | For |
| | | | | |
6 | | Elect Director E. Hernandez | | Mgmt | | Yes | | For | | For |
| | | | | |
7 | | Elect Director F.G. Jenifer | | Mgmt | | Yes | | For | | For |
| | | | | |
8 | | Elect Director G.L. Kirkland | | Mgmt | | Yes | | For | | For |
| | | | | |
9 | | Elect Director S. Nunn | | Mgmt | | Yes | | For | | For |
| | | | | |
10 | | Elect Director D.B. Rice | | Mgmt | | Yes | | For | | For |
| | | | | |
11 | | Elect Director K.W. Sharer | | Mgmt | | Yes | | For | | For |
| | | | | |
12 | | Elect Director C.R. Shoemate | | Mgmt | | Yes | | For | | For |
Page 24 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | | | | | | | | | |
| | | | | |
13 | | Elect Director J.G. Stumpf | | Mgmt | | Yes | | For | | For |
| | | | | |
14 | | Elect Director R.D. Sugar | | Mgmt | | Yes | | For | | For |
| | | | | |
15 | | Elect Director C. Ware | | Mgmt | | Yes | | For | | For |
| | | | | |
16 | | Elect Director J.S. Watson | | Mgmt | | Yes | | For | | For |
| | | | | |
17 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
18 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
19 | | Request Director Nominee with Environmental Qualifications | | SH | | Yes | | Against | | Against |
| | | | | |
20 | | Stock Retention/Holding Period | | SH | | Yes | | Against | | Against |
| | | | | |
21 | | Disclose Payments To Host Governments | | SH | | Yes | | Against | | Against |
| | | | | |
22 | | Adopt Guidelines for Country Selection | | SH | | Yes | | Against | | Against |
| | | | | |
23 | | Report on Financial Risks From Climate Change | | SH | | Yes | | Against | | Against |
| | | | | |
24 | | Amend Bylaws to Establish a Board Committee on Human Rights | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 196,800 | | 196,800 |
| | | | Totals: | | 196,800 | | 196,800 |
| | | | | | | | |
| | |
Lowe’s Companies, Inc. | | Meeting Date |
| |
| | 28-May-10 |
Ticker: LOW | | |
CUSIP: 548661107
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director David W. Bernauer | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Leonard L. Berry | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Dawn E. Hudson | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Robert A. Niblock | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | |
3 | | Provide Right to Call Special Meeting | | Mgmt | | Yes | | For | | For |
| | | | | |
4 | | Report on Political Contributions | | SH | | Yes | | Against | | Against |
| | | | | |
5 | | Require Independent Board Chairman | | SH | | Yes | | Against | | Against |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Confirmed | | 343,700 | | 343,700 |
| | | | Totals: | | 343,700 | | 343,700 |
| | | | | | | | |
Page 25 of 26
| | |
Vote Summary Report Report was run from: 7/1/09 to 6/30/10 Institutional Account(s): 88 Ivy Funds VIP Value | |  |
| | |
MarkWest Energy Partners, L.P. | | Meeting Date |
| |
| | 02-Jun-10 |
Ticker: MWE | | |
CUSIP: 570759100
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Director Frank M. Semple | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Director Donald D. Wolf | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Director Keith E. Bailey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.4 | | Elect Director Michael L. Beatty | | Mgmt | | Yes | | For | | For |
| | | | | |
1.5 | | Elect Director Charles K. Dempster | | Mgmt | | Yes | | For | | For |
| | | | | |
1.6 | | Elect Director Donald C. Heppermann | | Mgmt | | Yes | | For | | For |
| | | | | |
1.7 | | Elect Director William A. Kellstrom | | Mgmt | | Yes | | For | | For |
| | | | | |
1.8 | | Elect Director Anne E. Fox Mounsey | | Mgmt | | Yes | | For | | For |
| | | | | |
1.9 | | Elect Director William P. Nicoletti | | Mgmt | | Yes | | For | | For |
| | | | | |
2 | | Ratify Auditors | | Mgmt | | Yes | | For | | For |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Sent | | 168,100 | | 168,100 |
| | | | Totals: | | 168,100 | | 168,100 |
| | | | | | | | |
| | |
Molson Coors Brewing Company | | Meeting Date |
| |
| | 02-Jun-10 |
Ticker: TAP | | |
CUSIP: 60871R209
| | | | | | | | | | |
| | | | Proponent | | Votable Proposal | | Mgmt Rec | | Vote Instruction |
| | | | | |
1.1 | | Elect Directors John E. Cleghorn | | Mgmt | | Yes | | For | | For |
| | | | | |
1.2 | | Elect Directors Charles M. Herington | | Mgmt | | Yes | | For | | For |
| | | | | |
1.3 | | Elect Directors David P. O’Brien | | Mgmt | | Yes | | For | | Withhold |
| | | | | | | | |
Accounts and Shares Institutional Account Detail (IA Name, IA Number) | | Custodian Account | | Ballot Status | | Available | | Voted |
88 Ivy Funds VIP Value, 88 | | 116063.1 | | Sent | | 141,700 | | 141,700 |
| | | | Totals: | | 141,700 | | 141,700 |
| | | | | | | | |
Page 26 of 26
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 30, 2010
| | |
By: | | /S/ HENRY J. HERRMANN |
| | Henry J. Herrmann, President and Principal Executive Officer |
Date: August 30, 2010