UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
INVESTMENT COMPANY ACT FILE NUMBER: 811-6093
NAME OF REGISTRANT: VANGUARD INSTITUTIONAL INDEX FUNDS
ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482
NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000
DATE OF FISCAL YEAR END: DECEMBER 31
DATE OF REPORTING PERIOD: JULY 1, 2009 - FEBRUARY 5, 2010
FUND: VANGUARD INSTITUTIONAL TOTAL BOND MARKET INDEX FUND
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ISSUER: VANGUARD MARKET LIQUIDITY FUND
TICKER: N/A CUSIP: N/A
MEETING DATE: 7/2/2009 0; FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT
ELECTION OF DIRECTOR: JOHN J. BRENNAN ISSUER YES FOR 0; FOR
ELECTION OF DIRECTOR: CHARLES D. ELLIS ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: EMERSON U. FULLWOOD ISSUER YES FOR ; FOR
ELECTION OF DIRECTOR: RAJIV L. GUPTA ISSUER YES FOR FOR
ELECTION OF DIRECTOR: AMY GUTMANN ISSUER YES FOR FOR
ELECTION OF DIRECTOR: JOANN HEFFERNAN HEISEN ISSUER YES FOR &# 160; FOR
ELECTION OF DIRECTOR: F. WILLIAM MCNABB III ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: ANDRE F. PEROLD ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: ALFRED M. RANKIN, JR. ISSUER YES FOR 60; FOR
ELECTION OF DIRECTOR: PETER F. VOLANAKIS ISSUER YES FOR FOR
PROPOSAL #2A: TO APPROVE UPDATING AND STANDARDIZING ISSUER YES FOR FOR
THE FUND(S) FUNDAMENTAL POLICIES REGARDING:
PURCHASING AND SELLING REAL ESTATE.
PROPOSAL #2B: TO APPROVE UPDATING AND STANDARDIZING ISSUER YES FOR FOR
THE FUND(S) FUNDAMENTAL POLICIES REGARDING: ISSUING
SENIOR SECURITIES.
PROPOSAL #2C: TO APPROVE UPDATING AND STANDARDIZING ISSUER YES FOR FOR
THE FUND(S) FUNDAMENTAL POLICIES REGARDING: BORROWING
MONEY.
PROPOSAL #2D: TO APPROVE UPDATING AND STANDARDIZING ISSUER YES FOR FOR
THE FUND(S) FUNDAMENTAL POLICIES REGARDING: MAKING
LOANS.
PROPOSAL #2E: TO APPROVE UPDATING AND STANDARDIZING ISSUER YES FOR FOR
THE FUND(S) FUNDAMENTAL POLICIES REGARDING:
PURCHASING AND SELLING COMMODITIES.
PROPOSAL #2F: TO APPROVE UPDATING AND STANDARDIZING ISSUER YES FOR FOR
THE FUND(S) FUNDAMENTAL POLICIES REGARDING:
CONCENTRATING INVESTMENTS IN A PARTICULAR INDUSTRY OR
GROUP OF INDUSTRIES.
PROPOSAL #2G: TO APPROVE UPDATING AND STANDARDIZING ISSUER YES FOR FOR
THE FUND(S) FUNDAMENTAL POLICIES REGARDING:
ELIMINATION OF OUTDATED FUNDAMENTAL POLICIES NOT
REQUIRED BY LAW.
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.
VANGUARD INSTITUTIONAL INDEX FUNDS
By: /s/F. William McNabb III
(Heidi Stam)
F. William McNabb III*
Chairman and Chief Executive Officer
Date: August 30, 2010
* By Power of Attorney. Filed on April 26, 2010, see File Number 33-53683.
Incorporated by Reference.
