UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  FORM N-PX

          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                             INVESTMENT COMPANIES


Investment Company Act File Number:       811-750

Exact Name of Registrant as
Specified in Charter:                     Delaware Group Equity Funds II

Address of principal executive offices:   2005 Market Street
                                          Philadelphia, PA 19103

Name and address of agent for service:    David F. Connor, Esq.
                                          2005 Market Street
                                          Philadelphia, PA 19103

Registrant's telephone number:            (800) 523-1918

Date of fiscal year end:                  November 30

Date of reporting period:                 July 1, 2005 - June 30, 2006

================================================================================
ITEM 1. PROXY VOTING RECORD.
================================================================================

======================== DELAWARE LARGE CAP VALUE FUND =========================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roxanne S. Austin          For       For        Management
1.2   Elect Director William M. Daley           For       For        Management
1.3   Elect Director W. James Farrell           For       For        Management
1.4   Elect Director H. Laurance Fuller         For       For        Management
1.5   Elect Director Richard A. Gonzalez        For       For        Management
1.6   Elect Director Jack M. Greenberg          For       For        Management
1.7   Elect Director Lord Owen                  For       For        Management
1.8   Elect Director Boone Powell, Jr.          For       For        Management
1.9   Elect Director W. Ann Reynolds, Ph.D.     For       For        Management
1.10  Elect Director Roy S. Roberts             For       For        Management
1.11  Elect Director William D. Smithburg       For       For        Management
1.12  Elect Director John R. Walter             For       For        Management
1.13  Elect Director Miles D. White             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based Equity Awards           Against   For        Shareholder
4     Report on Political Contributions         Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder


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ALLSTATE CORP., THE

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director F. Duane Ackerman          For       For        Management
1.2   Elect Director James G. Andress           For       For        Management
1.3   Elect Director W. James Farrell           For       For        Management
1.4   Elect Director Jack M. Greenberg          For       For        Management
1.5   Elect Director Ronald T. Lemay            For       For        Management
1.6   Elect Director Edward M. Liddy            For       For        Management
1.7   Elect Director J. Christopher Reyes       For       For        Management
1.8   Elect Director H. John Riley, Jr.         For       For        Management
1.9   Elect Director Joshua I. Smith            For       For        Management
1.10  Elect Director Judith A. Sprieser         For       For        Management
1.11  Elect Director Mary Alice Taylor          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
6     Adopt Simple Majority Vote                Against   For        Shareholder


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AON CORP.

Ticker:       AOC            Security ID:  037389103
Meeting Date: MAY 19, 2006   Meeting Type: Annual
Record Date:  MAR 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Patrick G. Ryan            For       For        Management
1.2   Elect Director Gregory C. Case            For       For        Management
1.3   Elect Director Edgar D. Jannotta          For       For        Management
1.4   Elect Director Jan Kalff                  For       For        Management
1.5   Elect Director Lester B. Knight           For       For        Management
1.6   Elect Director J. Michael Losh            For       For        Management
1.7   Elect Director R. Eden Martin             For       For        Management
1.8   Elect Director Andrew J. McKenna          For       For        Management
1.9   Elect Director Robert S. Morrison         For       For        Management
1.10  Elect Director Richard B. Myers           For       For        Management
1.11  Elect Director Richard C. Notebaert       For       For        Management
1.12  Elect Director John W. Rogers, Jr.        For       For        Management
1.13  Elect Director Gloria Santona             For       For        Management
1.14  Elect Director Carolyn Y. Woo             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management


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ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  039483102
Meeting Date: NOV 3, 2005    Meeting Type: Annual
Record Date:  SEP 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director G. Allen Andreas           For       For        Management
1.2   Elect Director Alan L. Boeckmann          For       For        Management
1.3   Elect Director Mollie Hale Carter,        For       Withhold   Management
1.4   Elect Director Roger S. Joslin            For       For        Management
1.5   Elect Director Patrick J. Moore           For       For        Management
1.6   Elect Director M. Brian Mulroney          For       For        Management
1.7   Elect Director Thomas F. O'Neill          For       For        Management
1.8   Elect Director O.G. Webb                  For       Withhold   Management
1.9   Elect Director Kelvin R. Westbrook        For       For        Management
2     Report on Genetically Modified Organisms  Against   Against    Shareholder


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AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Aldinger, III   For       For        Management
1.2   Elect Director Gilbert F. Amelio          For       For        Management
1.3   Elect Director August A. Busch, III       For       For        Management
1.4   Elect Director Martin K. Eby, Jr.         For       For        Management
1.5   Elect Director James A. Henderson         For       For        Management
1.6   Elect Director Charles F. Knight          For       For        Management
1.7   Elect Director Jon C. Madonna             For       For        Management
1.8   Elect Director Lynn M. Martin             For       For        Management
1.9   Elect Director John B. McCoy              For       For        Management
1.10  Elect Director Mary S. Metz               For       For        Management
1.11  Elect Director Toni Rembe                 For       For        Management
1.12  Elect Director S. Donley Ritchey          For       For        Management
1.13  Elect Director Joyce M. Roche             For       For        Management
1.14  Elect Director Randall L. Stephenson      For       For        Management
1.15  Elect Director Laura D'Andrea Tyson       For       For        Management
1.16  Elect Director Patricia P. Upton          For       For        Management
1.17  Elect Director Edward E. Whitacre, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Report on Political Contributions         Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Report on Pay Disparity                   Against   Against    Shareholder
8     Non-Employee Director Compensation        Against   Against    Shareholder
9     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
10    Adopt Simple Majority Vote Requirement    Against   Against    Shareholder


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BAXTER INTERNATIONAL INC.

Ticker:       BAX            Security ID:  071813109
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Walter E. Boomer           For       For        Management
1.2   Elect Director James R. Gavin, III        For       For        Management
1.3   Elect Director Peter S. Hellman           For       For        Management
1.4   Elect Director K.J. Storm                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Establish Range For Board Size            For       For        Management
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert E. Allen            For       For        Management
1.2   Elect Director Lewis B. Campbell          For       For        Management
1.3   Elect Director Vance D. Coffman           For       For        Management
1.4   Elect Director James M. Cornelius         For       For        Management
1.5   Elect Director Peter R. Dolan             For       For        Management
1.6   Elect Director Louis J. Freeh             For       For        Management
1.7   Elect Director Laurie H. Glimcher, M.D.   For       For        Management
1.8   Elect Director Leif Johansson             For       For        Management
1.9   Elect Director James D. Robinson, III     For       For        Management
2     Ratify Auditor                            For       For        Management
3     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
4     Provide for Cumulative Voting             Against   For        Shareholder
5     Claw-back of Payments under Restatements  Against   Against    Shareholder
6     Report on Animal Welfare                  Against   Against    Shareholder
7     Establish Term Limits for Directors       Against   Against    Shareholder


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel H. Armacost         For       For        Management
1.2   Elect Director Linnet F. Deily            For       For        Management
1.3   Elect Director Robert E. Denham           For       For        Management
1.4   Elect Director Robert J. Eaton            For       For        Management
1.5   Elect Director Sam Ginn                   For       For        Management
1.6   Elect Director Franklyn G. Jenifer        For       For        Management
1.7   Elect Director Sam Nunn                   For       For        Management
1.8   Elect Director David J. O'Reilly          For       For        Management
1.9   Elect Director Donald B. Rice             For       For        Management
1.10  Elect Director Peter J. Robertson         For       For        Management
1.11  Elect Director Charles R. Shoemate        For       For        Management
1.12  Elect Director Ronald D. Sugar            For       For        Management
1.13  Elect Director Carl Ware                  For       For        Management
2     Ratify Auditors                           For       For        Management
3     Company-Specific-Reimbursement of         Against   For        Shareholder
      Stockholder Proposal
4     Report on Environmental Impact of         Against   Against    Shareholder
      Drilling in Sensitive Areas
5     Report on Political Contributions         Against   Against    Shareholder
6     Adopt an Animal Welfare Policy            Against   Against    Shareholder
7     Adopt a Human Rights Policy               Against   For        Shareholder
8     Report on Remediation Expenses in Ecuador Against   Against    Shareholder


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CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Zoe Baird                  For       For        Management
1.2   Elect Director Sheila P. Burke            For       For        Management
1.3   Elect Director James I. Cash, Jr.         For       For        Management
1.4   Elect Director Joel J. Cohen              For       For        Management
1.5   Elect Director James M. Cornelius         For       For        Management
1.6   Elect Director John D. Finnegan           For       For        Management
1.7   Elect Director Klaus J. Mangold           For       For        Management
1.8   Elect Director Sir David G. Scholey       For       For        Management
1.9   Elect Director Raymond G.H. Seitz         For       For        Management
1.10  Elect Director Lawrence M. Small          For       For        Management
1.11  Elect Director Daniel E. Somers           For       For        Management
1.12  Elect Director Karen Hastie Williams      For       For        Management
1.13  Elect Director Alfred W. Zollar           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Report on Political Contributions         Against   Against    Shareholder


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CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard L. Armitage        For       For        Management
1.2   Elect Director Richard H. Auchinleck      For       For        Management
1.3   Elect Director Harald J. Norvik           For       For        Management
1.4   Elect Director William K. Reilly          For       For        Management
1.5   Elect Director Victoria J. Tschinkel      For       For        Management
1.6   Elect Director Kathryn C. Turner          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report Damage Resulting From Drilling     Against   For        Shareholder
      Inside the National Petroleum Reserve
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote
6     Report Accountability for Company's       Against   Against    Shareholder
      Environmental Impacts due to Operation
7     Non-Employee Director Compensation        Against   Against    Shareholder


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E.I. DU PONT DE NEMOURS & CO.

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alain J.P. Belda           For       For        Management
1.2   Elect Director Richard H. Brown           For       For        Management
1.3   Elect Director Curtis J. Crawford         For       For        Management
1.4   Elect Director John T. Dillon             For       For        Management
1.5   Elect Director Eleuthere I. du Pont       For       For        Management
1.6   Elect Director Charles O. Holliday, Jr.   For       For        Management
1.7   Elect Director Lois D. Juliber            For       For        Management
1.8   Elect Director Masahisa Naitoh            For       For        Management
1.9   Elect Director Sean O'Keefe               For       For        Management
1.10  Elect Director William K. Reilly          For       For        Management
1.11  Elect Director Charles M. Vest            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Review Executive Compensation             Against   Against    Shareholder
4     Report on Genetically Modified Organisms  Against   Against    Shareholder
5     Performance-Based                         Against   For        Shareholder
6     Report on Feasibility of Phasing out PFOA Against   For        Shareholder
7     Report on Security of Chemical Facilities Against   Against    Shareholder


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GAP, INC., THE

Ticker:       GPS            Security ID:  364760108
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard P. Behar            For       For        Management
1.2   Elect Director Adrian D. P. Bellamy       For       For        Management
1.3   Elect Director Domenico De Sole           For       For        Management
1.4   Elect Director Donald G. Fisher           For       For        Management
1.5   Elect Director Doris F. Fisher            For       For        Management
1.6   Elect Director Robert J. Fisher           For       For        Management
1.7   Elect Director Penelope L. Hughes         For       For        Management
1.8   Elect Director Bob L. Martin              For       For        Management
1.9   Elect Director Jorge P. Montoya           For       For        Management
1.10  Elect Director Paul S. Pressler           For       For        Management
1.11  Elect Director James M. Schneider         For       For        Management
1.12  Elect Director Mayo A. Shattuck, III      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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HARTFORD FINANCIAL SERVICES GROUP, INC., THE

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ramani Ayer                For       For        Management
1.2   Elect Director Ramon de Oliveira          For       For        Management
1.3   Elect Director Edward J. Kelly, III       For       For        Management
1.4   Elect Director Paul G. Kirk, Jr           For       For        Management
1.5   Elect Director Thomas M. Marra            For       For        Management
1.6   Elect Director Gail J. McGovern           For       For        Management
1.7   Elect Director Michael G. Morris          For       For        Management
1.8   Elect Director Robert W. Selander         For       For        Management
1.9   Elect Director Charles B. Strauss         For       For        Management
1.10  Elect Director H. Patrick Swygert         For       For        Management
1.11  Elect Director David K. Zwiener           For       For        Management
2     Ratify Auditors                           For       For        Management


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HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 15, 2006   Meeting Type: Annual
Record Date:  JAN 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director P.C. Dunn                  For       For        Management
1.2   Elect Director L.T. Babbio, Jr.           For       For        Management
1.3   Elect Director S.M. Baldauf               For       For        Management
1.4   Elect Director R.A. Hackborn              For       For        Management
1.5   Elect Director J.H. Hammergren            For       For        Management
1.6   Elect Director M.V. Hurd                  For       For        Management
1.7   Elect Director G.A. Keyworth Ii           For       For        Management
1.8   Elect Director T.J. Perkins               For       For        Management
1.9   Elect Director R.L. Ryan                  For       For        Management
1.10  Elect Director L.S. Salhany               For       For        Management
1.11  Elect Director R.P. Wayman                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Claw-Back of Payments under Restatement   Against   Against    Shareholder


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HUNTINGTON BANCSHARES INC.

Ticker:       HBAN           Security ID:  446150104
Meeting Date: APR 20, 2006   Meeting Type: Annual
Record Date:  FEB 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Raymond J. Biggs           For       For        Management
1.2   Elect Director John B. Gerlach, Jr.       For       For        Management
1.3   Elect Director Thomas E. Hoaglin          For       For        Management
1.4   Elect Director Gene E. Little             For       For        Management
2     Ratify Auditors                           For       For        Management


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INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Cathleen Black             For       For        Management
1.2   Elect Director Kenneth I. Chenault        For       For        Management
1.3   Elect Director Juergen Dormann            For       For        Management
1.4   Elect Director Michael L. Eskew           For       Withhold   Management
1.5   Elect Director Shirley Ann Jackson        For       For        Management
1.6   Elect Director Minoru Makihara            For       For        Management
1.7   Elect Director Lucio A. Noto              For       For        Management
1.8   Elect Director James W. Owens             For       For        Management
1.9   Elect Director Samuel J. Palmisano        For       For        Management
1.10  Elect Director Joan E. Spero              For       For        Management
1.11  Elect Director Sidney Taurel              For       For        Management
1.12  Elect Director Charles M. Vest            For       For        Management
1.13  Elect Director Lorenzo H. Zambrano        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder
4     Evaluate Age Discrimination in Retirement Against   Against    Shareholder
      Plans
5     Time-Based Equity Awards                  Against   For        Shareholder
6     Increase Disclosure of Executive          Against   For        Shareholder
      Compensation
7     Report on Outsourcing                     Against   Against    Shareholder
8     Implement/ Increase Activity on the China Against   Against    Shareholder
      Principles
9     Report on Political Contributions         Against   Against    Shareholder
10    Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
11    Adopt Simple Majority Vote                Against   For        Shareholder


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KIMBERLY-CLARK CORP.

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis R. Beresford        For       For        Management
1.2   Elect Director Abelardo E. Bru            For       For        Management
1.3   Elect Director Thomas J. Falk             For       For        Management
1.4   Elect Director Mae C. Jemison, M.D.       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Adopt ILO Standards                       Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
6     Report on Feasibility of Phasing Out the  Against   Against    Shareholder
      Use of Non-certified Wood Fiber


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LIMITED BRANDS

Ticker:       LTD            Security ID:  532716107
Meeting Date: MAY 22, 2006   Meeting Type: Annual
Record Date:  APR 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Gordon Gee              For       For        Management
1.2   Elect Director James L. Heskett           For       For        Management
1.3   Elect Director Allan R. Tessler           For       For        Management
1.4   Elect Director Abigail S. Wexner          For       For        Management


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MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 16, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eugene P. Beard            For       For        Management
1.2   Elect Director Michael J. Dolan           For       For        Management
1.3   Elect Director Robert A. Eckert           For       For        Management
1.4   Elect Director Tully M. Friedman          For       For        Management
1.5   Elect Director Dominic Ng                 For       For        Management
1.6   Elect Director Andrea L. Rich             For       For        Management
1.7   Elect Director Ronald L. Sargent          For       Withhold   Management
1.8   Elect Director Christopher A. Sinclair    For       For        Management
1.9   Elect Director G. Craig Sullivan          For       For        Management
1.10  Elect Director John L. Vogelstein         For       For        Management
1.11  Elect Director Kathy Brittain White       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder
4     Report Progress on Improving Work and     Against   Against    Shareholder
      Living Conditions
5     Performance-Based                         Against   For        Shareholder


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MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard T. Clark           For       For        Management
1.2   Elect Director Lawrence A. Bossidy        For       For        Management
1.3   Elect Director William G. Bowen, Ph.D.    For       For        Management
1.4   Elect Director Johnnetta B. Cole, Ph.D.   For       For        Management
1.5   Elect Director William B. Harrison, Jr.   For       For        Management
1.6   Elect Director William N. Kelley, M.D.    For       For        Management
1.7   Elect Director Rochelle B. Lazarus        For       For        Management
1.8   Elect Director Thomas E. Shenk, Ph.D.     For       For        Management
1.9   Elect Director Anne M. Tatlock            For       For        Management
1.10  Elect Director Samuel O. Thier, M.D.      For       For        Management
1.11  Elect Director Wendell P. Weeks           For       For        Management
1.12  Elect Director Peter C. Wendell           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Limit Executive Compensation              Against   Against    Shareholder
6     Adopt Simple Majority Vote                Against   For        Shareholder
7     Adopt Animal Welfare Standards            Against   Against    Shareholder


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

MORGAN STANLEY

Ticker:       MS             Security ID:  617446448
Meeting Date: APR 4, 2006    Meeting Type: Annual
Record Date:  FEB 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roy J. Bostock             For       For        Management
1.2   Elect Director Erskine B. Bowles          For       For        Management
1.3   Elect Director C. Robert Kidder           For       For        Management
1.4   Elect Director John J. Mack               For       For        Management
1.5   Elect Director Donald T. Nicolaisen       For       For        Management
1.6   Elect Director Hutham S. Olayan           For       For        Management
1.7   Elect Director O. Griffith Sexton         For       For        Management
1.8   Elect Director Howard J. Davies           For       For        Management
1.9   Elect Director Charles H. Noski           For       For        Management
1.10  Elect Director Laura D'Andrea Tyson       For       For        Management
1.11  Elect Director Klaus Zumwinkel            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend Articles/Bylaws/Remove plurality    For       For        Management
      voting for directors
5     Amend Articles/Bylaws/Eliminate           For       For        Management
      supermajority voting requirements
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
7     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
8     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael S. Brown           For       For        Management
1.2   Elect Director M. Anthony Burns           For       For        Management
1.3   Elect Director Robert N. Burt             For       For        Management
1.4   Elect Director W. Don Cornwell            For       For        Management
1.5   Elect Director William H. Gray, III       For       For        Management
1.6   Elect Director Constance J. Horner        For       For        Management
1.7   Elect Director William R. Howell          For       For        Management
1.8   Elect Director Stanley O. Ikenberry       For       For        Management
1.9   Elect Director George A. Lorch            For       Withhold   Management
1.10  Elect Director Henry A. McKinnell         For       For        Management
1.11  Elect Director Dana G. Mead               For       Withhold   Management
1.12  Elect Director Ruth J. Simmons            For       For        Management
1.13  Elect Director William C. Steere, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Social Proposal                           Against   Against    Shareholder
6     Restore or Provide for Cumulative Voting  Against   For        Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Report on Political Contributions         Against   Against    Shareholder
9     Report on Animal Welfare Policy           Against   Against    Shareholder
10    Reort on Animal-based Testing             Against   Against    Shareholder


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

PROGRESS ENERGY, INC.

Ticker:       PGN            Security ID:  743263105
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. D. Frederick, Jr.       For       For        Management
1.2   Elect Director W. Steven Jones            For       For        Management
1.3   Elect Director Theresa M. Stone           For       For        Management
1.4   Elect Director Edwin B. Borden            For       For        Management
1.5   Elect Director James E. Bostic, Jr.       For       For        Management
1.6   Elect Director David L. Burner            For       For        Management
1.7   Elect Director Richard L. Daugherty       For       For        Management
1.8   Elect Director Harris E. DeLoach, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Company Specific--Elect Director by       For       For        Management
      Majority Vote
5     Improve Security at Nuclear Facilities    Against   Against    Shareholder


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

SAFEWAY INC.

Ticker:       SWY            Security ID:  786514208
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven A. Burd             For       For        Management
2     Elect Director Janet E. Grove             For       For        Management
3     Elect Director Mohan Gyani                For       For        Management
4     Elect Director Paul Hazen                 For       For        Management
5     Elect Director Robert I. MacDonnell       For       For        Management
6     Elect Director Douglas J. MacKenzie       For       For        Management
7     Elect Director Rebecca A. Stirn           For       For        Management
8     Elect Director William Y. Tauscher        For       For        Management
9     Elect Director Raymond G. Viault          For       For        Management
10    Approve Executive Incentive Bonus Plan    For       For        Management
11    Ratify Auditors                           For       For        Management
12    Provide for Cumulative Voting             Against   For        Shareholder
13    Eliminate or Restrict Severance           Against   For        Shareholder
      Agreements (Change-in-Control)
14    Company-Specific-Establishment of an      Against   Against    Shareholder
      Office of the Board
15    Adopt Policy to Identify and Label Food   Against   Against    Shareholder
      Products that Contain Genetically
      Engineered Ingredients
16    Issue Sustainability Report               Against   For        Shareholder


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

UNION PACIFIC CORP.

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  FEB 23, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jr. Richard K. Davidson    For       For        Management
1.2   Elect Director Erroll B. Davis            For       For        Management
1.3   Elect Director Thomas J. Donohue          For       For        Management
1.4   Elect Director Archie W. Dunham           For       For        Management
1.5   Elect Director Judith Richards Hope       For       For        Management
1.6   Elect Director Charles C. Krulak          For       For        Management
1.7   Elect Director Michael W. McConnell       For       For        Management
1.8   Elect Director Steven R. Rogel            For       For        Management
1.9   Elect Director James R. Young             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Report on Political Contributions         Against   For        Shareholder
5     Provide for an Independent Chairman       Against   For        Shareholder


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Barker            For       For        Management
1.2   Elect Director Richard L. Carrion         For       For        Management
1.3   Elect Director Robert W. Lane             For       For        Management
1.4   Elect Director Sandra O. Moose            For       For        Management
1.5   Elect Director Joseph Neubauer            For       Withhold   Management
1.6   Elect Director Donald T. Nicolaisen       For       For        Management
1.7   Elect Director Thomas H. O'Brien          For       For        Management
1.8   Elect Director Clarence Otis, Jr.         For       For        Management
1.9   Elect Director Hugh B. Price              For       For        Management
1.10  Elect Director Ivan G. Seidenberg         For       For        Management
1.11  Elect Director Walter V. Shipley          For       For        Management
1.12  Elect Director John R. Stafford           For       For        Management
1.13  Elect Director Robert D. Storey           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
6     Company-Specific-Directors on Common      Against   For        Shareholder
      Boards
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
9     Report on Political Contributions         Against   For        Shareholder


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

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Goodwin, Jr.    For       For        Management
1.2   Elect Director Robert A. Ingram           For       For        Management
1.3   Elect Director Mackey J. McDonald         For       Withhold   Management
1.4   Elect Director Lanty L. Smith             For       For        Management
1.5   Elect Director Ruth G. Shaw               For       For        Management
1.6   Elect Director Ernest S. Rady             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
4     Report on Political Contributions         Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

WASHINGTON MUTUAL, INC

Ticker:       WM             Security ID:  939322103
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kerry K. Killinger         For       For        Management
1.2   Elect Director Thomas C. Leppert          For       For        Management
1.3   Elect Director Charles M. Lillis          For       For        Management
1.4   Elect Director Michael K. Murphy          For       For        Management
1.5   Elect Director Orin C. Smith              For       For        Management
1.6   Elect Director Regina Montoya             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Declassify the Board of Directors         For       For        Management
6     Report on Political Contributions         Against   For        Shareholder


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

WASTE MANAGEMENT, INC.

Ticker:       WMI            Security ID:  94106L109
Meeting Date: MAY 5, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Pastora San Juan Cafferty  For       For        Management
1.2   Elect Director Frank M. Clark, Jr.        For       For        Management
1.3   Elect Director Thomas I. Morgan           For       For        Management
1.4   Elect Director John C. Pope               For       For        Management
1.5   Elect Director W. Robert Reum             For       For        Management
1.6   Elect Director Steven G. Rothmeier        For       For        Management
1.7   Elect Director David P. Steiner           For       For        Management
1.8   Elect Director Thomas H. Weidemeyer       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert Essner              For       For        Management
1.2   Elect Director John D. Feerick            For       For        Management
1.3   Elect Director Frances D. Fergusson,      For       For        Management
      Ph.D.
1.4   Elect Director Victor F. Ganzi            For       For        Management
1.5   Elect Director Robert Langer              For       For        Management
1.6   Elect Director John P. Mascotte           For       For        Management
1.7   Elect Director Mary Lake Polan, M.D.,     For       For        Management
      Ph.D.
1.8   Elect Director Gary L. Rogers             For       For        Management
1.9   Elect Director Ivan G. Seidenberg         For       For        Management
1.10  Elect Director Walter V. Shipley          For       For        Management
1.11  Elect Director John R. Torell, III        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Report on Product Availability in Canada  Against   For        Shareholder
5     Report on Political Contributions         Against   For        Shareholder
6     Report on Animal welfare Policy           Against   For        Shareholder
7     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
8     Separate Chairman and CEO Positions       Against   For        Shareholder
9     Adopt Simple Majority Vote Requirement    Against   For        Shareholder


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

XEROX CORP.

Ticker:       XRX            Security ID:  984121103
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Glenn A. Britt             For       For        Management
1.2   Elect Director Richard J. Harrington      For       For        Management
1.3   Elect Director William Curt Hunter        For       For        Management
1.4   Elect Director Vernon E. Jordan, Jr.      For       For        Management
1.5   Elect Director Hilmar Kopper              For       For        Management
1.6   Elect Director Ralph S. Larsen            For       For        Management
1.7   Elect Director Robert A. McDonald         For       For        Management
1.8   Elect Director Anne M. Mulcahy            For       For        Management
1.9   Elect Director N.J. Nicholas, Jr.         For       For        Management
1.10  Elect Director Ann N. Reese               For       For        Management
1.11  Elect Director Mary Agnes Wilderotter     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Performance-Based Equity Awards           Against   Against    Shareholder




============================= DELAWARE VALUE FUND ==============================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roxanne S. Austin          For       For        Management
1.2   Elect Director William M. Daley           For       For        Management
1.3   Elect Director W. James Farrell           For       For        Management
1.4   Elect Director H. Laurance Fuller         For       For        Management
1.5   Elect Director Richard A. Gonzalez        For       For        Management
1.6   Elect Director Jack M. Greenberg          For       For        Management
1.7   Elect Director Lord Owen                  For       For        Management
1.8   Elect Director Boone Powell, Jr.          For       For        Management
1.9   Elect Director W. Ann Reynolds, Ph.D.     For       For        Management
1.10  Elect Director Roy S. Roberts             For       For        Management
1.11  Elect Director William D. Smithburg       For       For        Management
1.12  Elect Director John R. Walter             For       For        Management
1.13  Elect Director Miles D. White             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Performance-Based Equity Awards           Against   For        Shareholder
4     Report on Political Contributions         Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   For        Shareholder


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

ALLSTATE CORP., THE

Ticker:       ALL            Security ID:  020002101
Meeting Date: MAY 16, 2006   Meeting Type: Annual
Record Date:  MAR 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director F. Duane Ackerman          For       For        Management
1.2   Elect Director James G. Andress           For       For        Management
1.3   Elect Director W. James Farrell           For       For        Management
1.4   Elect Director Jack M. Greenberg          For       For        Management
1.5   Elect Director Ronald T. Lemay            For       For        Management
1.6   Elect Director Edward M. Liddy            For       For        Management
1.7   Elect Director J. Christopher Reyes       For       For        Management
1.8   Elect Director H. John Riley, Jr.         For       For        Management
1.9   Elect Director Joshua I. Smith            For       For        Management
1.10  Elect Director Judith A. Sprieser         For       For        Management
1.11  Elect Director Mary Alice Taylor          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
6     Adopt Simple Majority Vote                Against   For        Shareholder


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

AON CORP.

Ticker:       AOC            Security ID:  037389103
Meeting Date: MAY 19, 2006   Meeting Type: Annual
Record Date:  MAR 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Patrick G. Ryan            For       For        Management
1.2   Elect Director Gregory C. Case            For       For        Management
1.3   Elect Director Edgar D. Jannotta          For       For        Management
1.4   Elect Director Jan Kalff                  For       For        Management
1.5   Elect Director Lester B. Knight           For       For        Management
1.6   Elect Director J. Michael Losh            For       For        Management
1.7   Elect Director R. Eden Martin             For       For        Management
1.8   Elect Director Andrew J. McKenna          For       For        Management
1.9   Elect Director Robert S. Morrison         For       For        Management
1.10  Elect Director Richard B. Myers           For       For        Management
1.11  Elect Director Richard C. Notebaert       For       For        Management
1.12  Elect Director John W. Rogers, Jr.        For       For        Management
1.13  Elect Director Gloria Santona             For       For        Management
1.14  Elect Director Carolyn Y. Woo             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Amend Omnibus Stock Plan                  For       Against    Management


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

ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  039483102
Meeting Date: NOV 3, 2005    Meeting Type: Annual
Record Date:  SEP 16, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director G. Allen Andreas           For       For        Management
1.2   Elect Director Alan L. Boeckmann          For       For        Management
1.3   Elect Director Mollie Hale Carter,        For       Withhold   Management
1.4   Elect Director Roger S. Joslin            For       For        Management
1.5   Elect Director Patrick J. Moore           For       For        Management
1.6   Elect Director M. Brian Mulroney          For       For        Management
1.7   Elect Director Thomas F. O'Neill          For       For        Management
1.8   Elect Director O.G. Webb                  For       Withhold   Management
1.9   Elect Director Kelvin R. Westbrook        For       For        Management
2     Report on Genetically Modified Organisms  Against   Against    Shareholder


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

AT&T INC

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 28, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William F. Aldinger, III   For       For        Management
1.2   Elect Director Gilbert F. Amelio          For       For        Management
1.3   Elect Director August A. Busch, III       For       For        Management
1.4   Elect Director Martin K. Eby, Jr.         For       For        Management
1.5   Elect Director James A. Henderson         For       For        Management
1.6   Elect Director Charles F. Knight          For       For        Management
1.7   Elect Director Jon C. Madonna             For       For        Management
1.8   Elect Director Lynn M. Martin             For       For        Management
1.9   Elect Director John B. McCoy              For       For        Management
1.10  Elect Director Mary S. Metz               For       For        Management
1.11  Elect Director Toni Rembe                 For       For        Management
1.12  Elect Director S. Donley Ritchey          For       For        Management
1.13  Elect Director Joyce M. Roche             For       For        Management
1.14  Elect Director Randall L. Stephenson      For       For        Management
1.15  Elect Director Laura D'Andrea Tyson       For       For        Management
1.16  Elect Director Patricia P. Upton          For       For        Management
1.17  Elect Director Edward E. Whitacre, Jr.    For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Amend Articles/Bylaws/Charter-Non-Routine For       For        Management
5     Report on Political Contributions         Against   Against    Shareholder
6     Separate Chairman and CEO Positions       Against   For        Shareholder
7     Report on Pay Disparity                   Against   Against    Shareholder
8     Non-Employee Director Compensation        Against   Against    Shareholder
9     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
10    Adopt Simple Majority Vote Requirement    Against   Against    Shareholder


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

BAXTER INTERNATIONAL INC.

Ticker:       BAX            Security ID:  071813109
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Walter E. Boomer           For       For        Management
1.2   Elect Director James R. Gavin, III        For       For        Management
1.3   Elect Director Peter S. Hellman           For       For        Management
1.4   Elect Director K.J. Storm                 For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Establish Range For Board Size            For       For        Management
5     Submit Shareholder Rights Plan (Poison    Against   For        Shareholder
      Pill) to Shareholder Vote


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

BRISTOL-MYERS SQUIBB CO.

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 2, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert E. Allen            For       For        Management
1.2   Elect Director Lewis B. Campbell          For       For        Management
1.3   Elect Director Vance D. Coffman           For       For        Management
1.4   Elect Director James M. Cornelius         For       For        Management
1.5   Elect Director Peter R. Dolan             For       For        Management
1.6   Elect Director Louis J. Freeh             For       For        Management
1.7   Elect Director Laurie H. Glimcher, M.D.   For       For        Management
1.8   Elect Director Leif Johansson             For       For        Management
1.9   Elect Director James D. Robinson, III     For       For        Management
2     Ratify Auditor                            For       For        Management
3     Increase Disclosure of Executive          Against   Against    Shareholder
      Compensation
4     Provide for Cumulative Voting             Against   For        Shareholder
5     Claw-back of Payments under Restatements  Against   Against    Shareholder
6     Report on Animal Welfare                  Against   Against    Shareholder
7     Establish Term Limits for Directors       Against   Against    Shareholder


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

BROOKSTONE

Ticker:       BKST           Security ID:  114537103
Meeting Date: SEP 22, 2005   Meeting Type: ANNUAL
Record Date:  JUL 29, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Approve leveraged buyout                  FOR       FOR        Management
2     Adjourn meeting                           FOR       FOR        Management
3.01  Elect Michael F. Anthony                  FOR       FOR        Management
3.02  Elect Mone Anathan III                    FOR       FOR        Management
3.03  Elect Michael L. Glazer                   FOR       FOR        Management
3.04  Elect Kenneth Nisch                       FOR       FOR        Management
3.05  Elect Andrea M. Weiss                     FOR       FOR        Management
4     Ratify selection of auditors              FOR       FOR        Management
5     Reapprove option/bonus plan for OBRA      FOR       FOR        Management


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

CENTURY ALUMINUM CO

Ticker:       CENX           Security ID:  156431108
Meeting Date: AUG 10, 2005   Meeting Type: ANNUAL
Record Date:  JUL 5, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.01  Elect Craig A. Davis                      FOR       FOR        Management
1.02  Elect Robert E. Fishman                   FOR       FOR        Management
1.03  Elect Jack E. Thompson                    FOR       FOR        Management
2     Increase authorized common stock          FOR       FOR        Management
3     Adopt the 1996 Stock Incentive Plan       FOR       FOR        Management
4     Amend Director Stock Incentive Plan       FOR       FOR        Management
5     Ratify selection of auditors              FOR       FOR        Management


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

CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Samuel H. Armacost         For       For        Management
1.2   Elect Director Linnet F. Deily            For       For        Management
1.3   Elect Director Robert E. Denham           For       For        Management
1.4   Elect Director Robert J. Eaton            For       For        Management
1.5   Elect Director Sam Ginn                   For       For        Management
1.6   Elect Director Franklyn G. Jenifer        For       For        Management
1.7   Elect Director Sam Nunn                   For       For        Management
1.8   Elect Director David J. O'Reilly          For       For        Management
1.9   Elect Director Donald B. Rice             For       For        Management
1.10  Elect Director Peter J. Robertson         For       For        Management
1.11  Elect Director Charles R. Shoemate        For       For        Management
1.12  Elect Director Ronald D. Sugar            For       For        Management
1.13  Elect Director Carl Ware                  For       For        Management
2     Ratify Auditors                           For       For        Management
3     Company-Specific-Reimbursement of         Against   For        Shareholder
      Stockholder Proposal
4     Report on Environmental Impact of         Against   Against    Shareholder
      Drilling in Sensitive Areas
5     Report on Political Contributions         Against   Against    Shareholder
6     Adopt an Animal Welfare Policy            Against   Against    Shareholder
7     Adopt a Human Rights Policy               Against   For        Shareholder
8     Report on Remediation Expenses in Ecuador Against   Against    Shareholder


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

CHUBB CORP., THE

Ticker:       CB             Security ID:  171232101
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Zoe Baird                  For       For        Management
1.2   Elect Director Sheila P. Burke            For       For        Management
1.3   Elect Director James I. Cash, Jr.         For       For        Management
1.4   Elect Director Joel J. Cohen              For       For        Management
1.5   Elect Director James M. Cornelius         For       For        Management
1.6   Elect Director John D. Finnegan           For       For        Management
1.7   Elect Director Klaus J. Mangold           For       For        Management
1.8   Elect Director Sir David G. Scholey       For       For        Management
1.9   Elect Director Raymond G.H. Seitz         For       For        Management
1.10  Elect Director Lawrence M. Small          For       For        Management
1.11  Elect Director Daniel E. Somers           For       For        Management
1.12  Elect Director Karen Hastie Williams      For       For        Management
1.13  Elect Director Alfred W. Zollar           For       For        Management
2     Approve Executive Incentive Bonus Plan    For       For        Management
3     Ratify Auditors                           For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Report on Political Contributions         Against   Against    Shareholder


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

CITADEL SECURITY SOFTWARE INC

Ticker:       CDSS           Security ID:  17288Q109
Meeting Date: JUL 20, 2005   Meeting Type: ANNUAL
Record Date:  MAY 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.01  Elect Chris A. Economou                   FOR       FOR        Management
2     Increase authorized common stock          FOR       FOR        Management
3     Amend authorized preferred stock          FOR       FOR        Management
4     Approve warrants exercisable for common   FOR       NOT VOTED  Management
      stock
4     Approve issuance/conversion of preferred  FOR       FOR        Management
      stock
5     Approve common stock issuance             FOR       FOR        Management
6     Ratify selection of auditors              FOR       FOR        Management


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

CONAGRA FOODS INC.

Ticker:       CAG            Security ID:  205887102
Meeting Date: SEP 22, 2005   Meeting Type: Annual
Record Date:  JUL 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard G. Buffett          For       For        Management
1.2   Elect Director John T. Chain, Jr.         For       For        Management
1.3   Elect Director Ronald W. Roskens          For       For        Management
1.4   Elect Director Kenneth E. Stinson         For       Withhold   Management
2     Declassify the Board of Directors         For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Reduce Supermajority Vote Requirement     For       For        Management
5     Ratify Auditors                           For       Against    Management
6     Report on Feasibility of Improving Animal Against   Against    Shareholder
      Welfare Standards
7     Report on Genetically Modified Organisms  Against   Against    Shareholder
      (GMO)
8     Review/Limit Executive Compensation       Against   Against    Shareholder


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

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard L. Armitage        For       For        Management
1.2   Elect Director Richard H. Auchinleck      For       For        Management
1.3   Elect Director Harald J. Norvik           For       For        Management
1.4   Elect Director William K. Reilly          For       For        Management
1.5   Elect Director Victoria J. Tschinkel      For       For        Management
1.6   Elect Director Kathryn C. Turner          For       For        Management
2     Ratify Auditors                           For       For        Management
3     Report Damage Resulting From Drilling     Against   For        Shareholder
      Inside the National Petroleum Reserve
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Submit Supplemental Executive Retirement  Against   For        Shareholder
      Plans to Shareholder vote
6     Report Accountability for Company's       Against   Against    Shareholder
      Environmental Impacts due to Operation
7     Non-Employee Director Compensation        Against   Against    Shareholder


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

E.I. DU PONT DE NEMOURS & CO.

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 26, 2006   Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Alain J.P. Belda           For       For        Management
1.2   Elect Director Richard H. Brown           For       For        Management
1.3   Elect Director Curtis J. Crawford         For       For        Management
1.4   Elect Director John T. Dillon             For       For        Management
1.5   Elect Director Eleuthere I. du Pont       For       For        Management
1.6   Elect Director Charles O. Holliday, Jr.   For       For        Management
1.7   Elect Director Lois D. Juliber            For       For        Management
1.8   Elect Director Masahisa Naitoh            For       For        Management
1.9   Elect Director Sean O'Keefe               For       For        Management
1.10  Elect Director William K. Reilly          For       For        Management
1.11  Elect Director Charles M. Vest            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Review Executive Compensation             Against   Against    Shareholder
4     Report on Genetically Modified Organisms  Against   Against    Shareholder
5     Performance-Based                         Against   For        Shareholder
6     Report on Feasibility of Phasing out PFOA Against   For        Shareholder
7     Report on Security of Chemical Facilities Against   Against    Shareholder


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

FLEETWOOD ENTERPRISES

Ticker:       FLE            Security ID:  339099103
Meeting Date: SEP 13, 2005   Meeting Type: ANNUAL
Record Date:  JUL 25, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.01  Elect Loren K. Carroll                    FOR       FOR        Management
1.02  Elect J. Michael Hagan                    FOR       FOR        Management
1.03  Elect Douglas M. Lawson                   FOR       FOR        Management
1.04  Elect John T. Montford                    FOR       FOR        Management
2     Adopt the 2005 Senior Executive           FOR       FOR        Management
      Short-Term Incentive Compensation Plan
3     Ratify selection of auditors              FOR       FOR        Management


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

GAP, INC., THE

Ticker:       GPS            Security ID:  364760108
Meeting Date: MAY 9, 2006    Meeting Type: Annual
Record Date:  MAR 13, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Howard P. Behar            For       For        Management
1.2   Elect Director Adrian D. P. Bellamy       For       For        Management
1.3   Elect Director Domenico De Sole           For       For        Management
1.4   Elect Director Donald G. Fisher           For       For        Management
1.5   Elect Director Doris F. Fisher            For       For        Management
1.6   Elect Director Robert J. Fisher           For       For        Management
1.7   Elect Director Penelope L. Hughes         For       For        Management
1.8   Elect Director Bob L. Martin              For       For        Management
1.9   Elect Director Jorge P. Montoya           For       For        Management
1.10  Elect Director Paul S. Pressler           For       For        Management
1.11  Elect Director James M. Schneider         For       For        Management
1.12  Elect Director Mayo A. Shattuck, III      For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management


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

HAEMONETICS CORP

Ticker:       HAE            Security ID:  405024100
Meeting Date: JUL 27, 2005   Meeting Type: ANNUAL
Record Date:  MAY 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.01  Elect Lawrence C. Best                    FOR       FOR        Management
1.02  Elect Richard J. Meelia                   FOR       FOR        Management
1.03  Elect Ronald L. Merriman                  FOR       FOR        Management
2     Adopt the 2005 Long-Term Incentive        FOR       FOR        Management
      Compensation Plan
3     Ratify selection of auditors              FOR       FOR        Management


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

HARTFORD FINANCIAL SERVICES GROUP, INC., THE

Ticker:       HIG            Security ID:  416515104
Meeting Date: MAY 17, 2006   Meeting Type: Annual
Record Date:  MAR 20, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Ramani Ayer                For       For        Management
1.2   Elect Director Ramon de Oliveira          For       For        Management
1.3   Elect Director Edward J. Kelly, III       For       For        Management
1.4   Elect Director Paul G. Kirk, Jr           For       For        Management
1.5   Elect Director Thomas M. Marra            For       For        Management
1.6   Elect Director Gail J. McGovern           For       For        Management
1.7   Elect Director Michael G. Morris          For       For        Management
1.8   Elect Director Robert W. Selander         For       For        Management
1.9   Elect Director Charles B. Strauss         For       For        Management
1.10  Elect Director H. Patrick Swygert         For       For        Management
1.11  Elect Director David K. Zwiener           For       For        Management
2     Ratify Auditors                           For       For        Management


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

HAYES LEMMERZ INTERNATIONAL INC

Ticker:       HAYZ           Security ID:  420781304
Meeting Date: JUL 27, 2005   Meeting Type: ANNUAL
Record Date:  MAY 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.01  Elect William H. Cunningham               FOR       FOR        Management
1.02  Elect Laurie Siegel                       FOR       FOR        Management
1.03  Elect Mohsen Sohi                         FOR       FOR        Management
2     Ratify selection of auditors              FOR       FOR        Management


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

HELEN OF TROY

Ticker:       HELE           Security ID:  G4388N106
Meeting Date: AUG 2, 2005    Meeting Type: ANNUAL
Record Date:  MAY 31, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.01  Elect Gary B. Abromovitz                  FOR       FOR        Management
1.02  Elect John B. Butterworth                 FOR       FOR        Management
1.03  Elect Christopher L. Carameros            FOR       FOR        Management
1.04  Elect Timothy F. Meeker                   FOR       WITHHOLD   Management
1.05  Elect Byron H. Rubin                      FOR       FOR        Management
1.06  Elect Gerald J. Rubin                     FOR       FOR        Management
1.07  Elect Stanlee N. Rubin                    FOR       FOR        Management
1.08  Elect Adolpho R. Telles                   FOR       FOR        Management
1.09  Elect Darren G. Woody                     FOR       FOR        Management
2     Add shares to the 1998 Stock Option and   FOR       FOR        Management
      Restricted Stock Plan
3     Approve non-technical  bylaw amendments   FOR       FOR        Management
4     Ratify selection of auditors              FOR       FOR        Management


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

HEWLETT-PACKARD CO.

Ticker:       HPQ            Security ID:  428236103
Meeting Date: MAR 15, 2006   Meeting Type: Annual
Record Date:  JAN 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director P.C. Dunn                  For       For        Management
1.2   Elect Director L.T. Babbio, Jr.           For       For        Management
1.3   Elect Director S.M. Baldauf               For       For        Management
1.4   Elect Director R.A. Hackborn              For       For        Management
1.5   Elect Director J.H. Hammergren            For       For        Management
1.6   Elect Director M.V. Hurd                  For       For        Management
1.7   Elect Director G.A. Keyworth Ii           For       For        Management
1.8   Elect Director T.J. Perkins               For       For        Management
1.9   Elect Director R.L. Ryan                  For       For        Management
1.10  Elect Director L.S. Salhany               For       For        Management
1.11  Elect Director R.P. Wayman                For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Executive Incentive Bonus Plan    For       For        Management
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Claw-Back of Payments under Restatement   Against   Against    Shareholder


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

HUNTINGTON BANCSHARES INC.

Ticker:       HBAN           Security ID:  446150104
Meeting Date: APR 20, 2006   Meeting Type: Annual
Record Date:  FEB 17, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Raymond J. Biggs           For       For        Management
1.2   Elect Director John B. Gerlach, Jr.       For       For        Management
1.3   Elect Director Thomas E. Hoaglin          For       For        Management
1.4   Elect Director Gene E. Little             For       For        Management
2     Ratify Auditors                           For       For        Management


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

INTERNATIONAL BUSINESS MACHINES CORP.

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Cathleen Black             For       For        Management
1.2   Elect Director Kenneth I. Chenault        For       For        Management
1.3   Elect Director Juergen Dormann            For       For        Management
1.4   Elect Director Michael L. Eskew           For       Withhold   Management
1.5   Elect Director Shirley Ann Jackson        For       For        Management
1.6   Elect Director Minoru Makihara            For       For        Management
1.7   Elect Director Lucio A. Noto              For       For        Management
1.8   Elect Director James W. Owens             For       For        Management
1.9   Elect Director Samuel J. Palmisano        For       For        Management
1.10  Elect Director Joan E. Spero              For       For        Management
1.11  Elect Director Sidney Taurel              For       For        Management
1.12  Elect Director Charles M. Vest            For       For        Management
1.13  Elect Director Lorenzo H. Zambrano        For       Withhold   Management
2     Ratify Auditors                           For       For        Management
3     Provide for Cumulative Voting             Against   For        Shareholder
4     Evaluate Age Discrimination in Retirement Against   Against    Shareholder
      Plans
5     Time-Based Equity Awards                  Against   For        Shareholder
6     Increase Disclosure of Executive          Against   For        Shareholder
      Compensation
7     Report on Outsourcing                     Against   Against    Shareholder
8     Implement/ Increase Activity on the China Against   Against    Shareholder
      Principles
9     Report on Political Contributions         Against   Against    Shareholder
10    Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
11    Adopt Simple Majority Vote                Against   For        Shareholder


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

KERZNER INTERNATIONAL LTD

Ticker:       KZL            Security ID:  P6065Y107
Meeting Date: JUL 19, 2005   Meeting Type: ANNUAL
Record Date:  JUN 3, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.01  Elect Solomon Kerzner                     FOR       FOR        Management
1.02  Elect Butch Kerzner                       FOR       FOR        Management
1.03  Elect Peter N. Buckley                    FOR       FOR        Management
1.04  Elect Hamed Kazim                         FOR       FOR        Management
1.05  Elect Howard Marks                        FOR       FOR        Management
1.06  Elect Eric B. Siegel                      FOR       FOR        Management
1.07  Elect Stephen M. Ross                     FOR       FOR        Management
1.08  Elect Heinrich von Rantzau                FOR       FOR        Management
2     Appoint outside auditors                  FOR       FOR        Management
3     Approve stock option plan                 FOR       FOR        Management


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

KIMBERLY-CLARK CORP.

Ticker:       KMB            Security ID:  494368103
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  FEB 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Dennis R. Beresford        For       For        Management
1.2   Elect Director Abelardo E. Bru            For       For        Management
1.3   Elect Director Thomas J. Falk             For       For        Management
1.4   Elect Director Mae C. Jemison, M.D.       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         Against   For        Shareholder
4     Adopt ILO Standards                       Against   Against    Shareholder
5     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
6     Report on Feasibility of Phasing Out the  Against   Against    Shareholder
      Use of Non-certified Wood Fiber


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

LIMITED BRANDS

Ticker:       LTD            Security ID:  532716107
Meeting Date: MAY 22, 2006   Meeting Type: Annual
Record Date:  APR 5, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director E. Gordon Gee              For       For        Management
1.2   Elect Director James L. Heskett           For       For        Management
1.3   Elect Director Allan R. Tessler           For       For        Management
1.4   Elect Director Abigail S. Wexner          For       For        Management


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

MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 11, 2006   Meeting Type: Annual
Record Date:  MAR 16, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Eugene P. Beard            For       For        Management
1.2   Elect Director Michael J. Dolan           For       For        Management
1.3   Elect Director Robert A. Eckert           For       For        Management
1.4   Elect Director Tully M. Friedman          For       For        Management
1.5   Elect Director Dominic Ng                 For       For        Management
1.6   Elect Director Andrea L. Rich             For       For        Management
1.7   Elect Director Ronald L. Sargent          For       Withhold   Management
1.8   Elect Director Christopher A. Sinclair    For       For        Management
1.9   Elect Director G. Craig Sullivan          For       For        Management
1.10  Elect Director John L. Vogelstein         For       For        Management
1.11  Elect Director Kathy Brittain White       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Separate Chairman and CEO Positions       Against   For        Shareholder
4     Report Progress on Improving Work and     Against   Against    Shareholder
      Living Conditions
5     Performance-Based                         Against   For        Shareholder


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  589331107
Meeting Date: APR 25, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Richard T. Clark           For       For        Management
1.2   Elect Director Lawrence A. Bossidy        For       For        Management
1.3   Elect Director William G. Bowen, Ph.D.    For       For        Management
1.4   Elect Director Johnnetta B. Cole, Ph.D.   For       For        Management
1.5   Elect Director William B. Harrison, Jr.   For       For        Management
1.6   Elect Director William N. Kelley, M.D.    For       For        Management
1.7   Elect Director Rochelle B. Lazarus        For       For        Management
1.8   Elect Director Thomas E. Shenk, Ph.D.     For       For        Management
1.9   Elect Director Anne M. Tatlock            For       For        Management
1.10  Elect Director Samuel O. Thier, M.D.      For       For        Management
1.11  Elect Director Wendell P. Weeks           For       For        Management
1.12  Elect Director Peter C. Wendell           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Omnibus Stock Plan                For       For        Management
4     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
5     Limit Executive Compensation              Against   Against    Shareholder
6     Adopt Simple Majority Vote                Against   For        Shareholder
7     Adopt Animal Welfare Standards            Against   Against    Shareholder


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

MORGAN STANLEY

Ticker:       MS             Security ID:  617446448
Meeting Date: APR 4, 2006    Meeting Type: Annual
Record Date:  FEB 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Roy J. Bostock             For       For        Management
1.2   Elect Director Erskine B. Bowles          For       For        Management
1.3   Elect Director C. Robert Kidder           For       For        Management
1.4   Elect Director John J. Mack               For       For        Management
1.5   Elect Director Donald T. Nicolaisen       For       For        Management
1.6   Elect Director Hutham S. Olayan           For       For        Management
1.7   Elect Director O. Griffith Sexton         For       For        Management
1.8   Elect Director Howard J. Davies           For       For        Management
1.9   Elect Director Charles H. Noski           For       For        Management
1.10  Elect Director Laura D'Andrea Tyson       For       For        Management
1.11  Elect Director Klaus Zumwinkel            For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Amend Articles/Bylaws/Remove plurality    For       For        Management
      voting for directors
5     Amend Articles/Bylaws/Eliminate           For       For        Management
      supermajority voting requirements
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
7     Amend Vote Requirements to Amend          Against   For        Shareholder
      Articles/Bylaws/Charter
8     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 1, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Michael S. Brown           For       For        Management
1.2   Elect Director M. Anthony Burns           For       For        Management
1.3   Elect Director Robert N. Burt             For       For        Management
1.4   Elect Director W. Don Cornwell            For       For        Management
1.5   Elect Director William H. Gray, III       For       For        Management
1.6   Elect Director Constance J. Horner        For       For        Management
1.7   Elect Director William R. Howell          For       For        Management
1.8   Elect Director Stanley O. Ikenberry       For       For        Management
1.9   Elect Director George A. Lorch            For       Withhold   Management
1.10  Elect Director Henry A. McKinnell         For       For        Management
1.11  Elect Director Dana G. Mead               For       Withhold   Management
1.12  Elect Director Ruth J. Simmons            For       For        Management
1.13  Elect Director William C. Steere, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Reduce Supermajority Vote Requirement     For       For        Management
4     Establish Term Limits for Directors       Against   Against    Shareholder
5     Social Proposal                           Against   Against    Shareholder
6     Restore or Provide for Cumulative Voting  Against   For        Shareholder
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Report on Political Contributions         Against   Against    Shareholder
9     Report on Animal Welfare Policy           Against   Against    Shareholder
10    Reort on Animal-based Testing             Against   Against    Shareholder


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

PROGRESS ENERGY, INC.

Ticker:       PGN            Security ID:  743263105
Meeting Date: MAY 10, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director W. D. Frederick, Jr.       For       For        Management
1.2   Elect Director W. Steven Jones            For       For        Management
1.3   Elect Director Theresa M. Stone           For       For        Management
1.4   Elect Director Edwin B. Borden            For       For        Management
1.5   Elect Director James E. Bostic, Jr.       For       For        Management
1.6   Elect Director David L. Burner            For       For        Management
1.7   Elect Director Richard L. Daugherty       For       For        Management
1.8   Elect Director Harris E. DeLoach, Jr.     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Declassify the Board of Directors         For       For        Management
4     Company Specific--Elect Director by       For       For        Management
      Majority Vote
5     Improve Security at Nuclear Facilities    Against   Against    Shareholder


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

SAFEWAY INC.

Ticker:       SWY            Security ID:  786514208
Meeting Date: MAY 25, 2006   Meeting Type: Annual
Record Date:  MAR 27, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1     Elect Director Steven A. Burd             For       For        Management
2     Elect Director Janet E. Grove             For       For        Management
3     Elect Director Mohan Gyani                For       For        Management
4     Elect Director Paul Hazen                 For       For        Management
5     Elect Director Robert I. MacDonnell       For       For        Management
6     Elect Director Douglas J. MacKenzie       For       For        Management
7     Elect Director Rebecca A. Stirn           For       For        Management
8     Elect Director William Y. Tauscher        For       For        Management
9     Elect Director Raymond G. Viault          For       For        Management
10    Approve Executive Incentive Bonus Plan    For       For        Management
11    Ratify Auditors                           For       For        Management
12    Provide for Cumulative Voting             Against   For        Shareholder
13    Eliminate or Restrict Severance           Against   For        Shareholder
      Agreements (Change-in-Control)
14    Company-Specific-Establishment of an      Against   Against    Shareholder
      Office of the Board
15    Adopt Policy to Identify and Label Food   Against   Against    Shareholder
      Products that Contain Genetically
      Engineered Ingredients
16    Issue Sustainability Report               Against   For        Shareholder


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

TIDEWATER INC

Ticker:       TDW            Security ID:  886423102
Meeting Date: JUL 21, 2005   Meeting Type: ANNUAL
Record Date:  MAY 24, 2005

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.01  Elect Richard A. Pattarozzi               FOR       FOR        Management
1.02  Elect Jack E. Thompson                    FOR       FOR        Management
2     Ratify selection of auditors              FOR       FOR        Management
3     SP-Restrict executive compensation        AGAINST   AGAINST    Shareholder
4     SP-Repeal classified board                AGAINST   FOR        Shareholder


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

UNION PACIFIC CORP.

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  FEB 23, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Jr. Richard K. Davidson    For       For        Management
1.2   Elect Director Erroll B. Davis            For       For        Management
1.3   Elect Director Thomas J. Donohue          For       For        Management
1.4   Elect Director Archie W. Dunham           For       For        Management
1.5   Elect Director Judith Richards Hope       For       For        Management
1.6   Elect Director Charles C. Krulak          For       For        Management
1.7   Elect Director Michael W. McConnell       For       For        Management
1.8   Elect Director Steven R. Rogel            For       For        Management
1.9   Elect Director James R. Young             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Report on Political Contributions         Against   For        Shareholder
5     Provide for an Independent Chairman       Against   For        Shareholder


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

VERIZON COMMUNICATIONS

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 4, 2006    Meeting Type: Annual
Record Date:  MAR 6, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director James R. Barker            For       For        Management
1.2   Elect Director Richard L. Carrion         For       For        Management
1.3   Elect Director Robert W. Lane             For       For        Management
1.4   Elect Director Sandra O. Moose            For       For        Management
1.5   Elect Director Joseph Neubauer            For       Withhold   Management
1.6   Elect Director Donald T. Nicolaisen       For       For        Management
1.7   Elect Director Thomas H. O'Brien          For       For        Management
1.8   Elect Director Clarence Otis, Jr.         For       For        Management
1.9   Elect Director Hugh B. Price              For       For        Management
1.10  Elect Director Ivan G. Seidenberg         For       For        Management
1.11  Elect Director Walter V. Shipley          For       For        Management
1.12  Elect Director John R. Stafford           For       For        Management
1.13  Elect Director Robert D. Storey           For       For        Management
2     Ratify Auditors                           For       For        Management
3     Restore or Provide for Cumulative Voting  Against   For        Shareholder
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
5     Require Majority of Independent Directors Against   Against    Shareholder
      on Board
6     Company-Specific-Directors on Common      Against   For        Shareholder
      Boards
7     Separate Chairman and CEO Positions       Against   For        Shareholder
8     Performance-Based and/or Time-Based       Against   Against    Shareholder
      Equity Awards
9     Report on Political Contributions         Against   For        Shareholder


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

WACHOVIA CORP.

Ticker:       WB             Security ID:  929903102
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 22, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director William H. Goodwin, Jr.    For       For        Management
1.2   Elect Director Robert A. Ingram           For       For        Management
1.3   Elect Director Mackey J. McDonald         For       Withhold   Management
1.4   Elect Director Lanty L. Smith             For       For        Management
1.5   Elect Director Ruth G. Shaw               For       For        Management
1.6   Elect Director Ernest S. Rady             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Submit Severance Agreement (Change in     Against   For        Shareholder
      Control) to shareholder Vote
4     Report on Political Contributions         Against   Against    Shareholder
5     Separate Chairman and CEO Positions       Against   Against    Shareholder
6     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

WASHINGTON MUTUAL, INC

Ticker:       WM             Security ID:  939322103
Meeting Date: APR 18, 2006   Meeting Type: Annual
Record Date:  FEB 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Kerry K. Killinger         For       For        Management
1.2   Elect Director Thomas C. Leppert          For       For        Management
1.3   Elect Director Charles M. Lillis          For       For        Management
1.4   Elect Director Michael K. Murphy          For       For        Management
1.5   Elect Director Orin C. Smith              For       For        Management
1.6   Elect Director Regina Montoya             For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Omnibus Stock Plan                  For       For        Management
4     Approve Executive Incentive Bonus Plan    For       For        Management
5     Declassify the Board of Directors         For       For        Management
6     Report on Political Contributions         Against   For        Shareholder


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

WASTE MANAGEMENT, INC.

Ticker:       WMI            Security ID:  94106L109
Meeting Date: MAY 5, 2006    Meeting Type: Annual
Record Date:  MAR 10, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Pastora San Juan Cafferty  For       For        Management
1.2   Elect Director Frank M. Clark, Jr.        For       For        Management
1.3   Elect Director Thomas I. Morgan           For       For        Management
1.4   Elect Director John C. Pope               For       For        Management
1.5   Elect Director W. Robert Reum             For       For        Management
1.6   Elect Director Steven G. Rothmeier        For       For        Management
1.7   Elect Director David P. Steiner           For       For        Management
1.8   Elect Director Thomas H. Weidemeyer       For       For        Management
2     Ratify Auditors                           For       For        Management
3     Amend Qualified Employee Stock Purchase   For       For        Management
      Plan
4     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors


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

WYETH

Ticker:       WYE            Security ID:  983024100
Meeting Date: APR 27, 2006   Meeting Type: Annual
Record Date:  MAR 3, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Robert Essner              For       For        Management
1.2   Elect Director John D. Feerick            For       For        Management
1.3   Elect Director Frances D. Fergusson,      For       For        Management
      Ph.D.
1.4   Elect Director Victor F. Ganzi            For       For        Management
1.5   Elect Director Robert Langer              For       For        Management
1.6   Elect Director John P. Mascotte           For       For        Management
1.7   Elect Director Mary Lake Polan, M.D.,     For       For        Management
      Ph.D.
1.8   Elect Director Gary L. Rogers             For       For        Management
1.9   Elect Director Ivan G. Seidenberg         For       For        Management
1.10  Elect Director Walter V. Shipley          For       For        Management
1.11  Elect Director John R. Torell, III        For       For        Management
2     Ratify Auditors                           For       For        Management
3     Approve Non-Employee Director Omnibus     For       For        Management
      Stock Plan
4     Report on Product Availability in Canada  Against   For        Shareholder
5     Report on Political Contributions         Against   For        Shareholder
6     Report on Animal welfare Policy           Against   For        Shareholder
7     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
8     Separate Chairman and CEO Positions       Against   For        Shareholder
9     Adopt Simple Majority Vote Requirement    Against   For        Shareholder


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

XEROX CORP.

Ticker:       XRX            Security ID:  984121103
Meeting Date: MAY 24, 2006   Meeting Type: Annual
Record Date:  MAR 24, 2006

#     Proposal                                  Mgt Rec   Vote Cast  Sponsor
1.1   Elect Director Glenn A. Britt             For       For        Management
1.2   Elect Director Richard J. Harrington      For       For        Management
1.3   Elect Director William Curt Hunter        For       For        Management
1.4   Elect Director Vernon E. Jordan, Jr.      For       For        Management
1.5   Elect Director Hilmar Kopper              For       For        Management
1.6   Elect Director Ralph S. Larsen            For       For        Management
1.7   Elect Director Robert A. McDonald         For       For        Management
1.8   Elect Director Anne M. Mulcahy            For       For        Management
1.9   Elect Director N.J. Nicholas, Jr.         For       For        Management
1.10  Elect Director Ann N. Reese               For       For        Management
1.11  Elect Director Mary Agnes Wilderotter     For       For        Management
2     Ratify Auditors                           For       For        Management
3     Require a Majority Vote for the Election  Against   For        Shareholder
      of Directors
4     Performance-Based Equity Awards           Against   Against    Shareholder

================================================================================

                                    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.

DELAWARE GROUP EQUITY FUNDS II


By:    Patrick P. Coyne
       ------------------------
Name:  Patrick P. Coyne
Title: Chairman/President/
       Chief Executive Officer
Date:  August 29, 2006