N-PX 1 diversifiedvalue278.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD
OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES

INVESTMENT COMPANY ACT FILE NUMBER: 811-5962
NAME OF REGISTRANT: VANGUARD VARIABLE INSURANCE FUND
ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482
NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM
PO BOX 876
VALLEY FORGE, PA 19482
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA (610) 669-1000
DATE OF FISCAL YEAR END: DECEMBER 31
DATE OF REPORTING PERIOD: JULY 1, 2005 - JUNE 30, 2006

FUND: VANGUARD VARIABLE INSURANCE FUND-DIVERSIFIED VALUE PORTFOLIO
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ISSUER: ALTRIA GROUP, INC.
TICKER: MO CUSIP: 02209S103
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: ELIZABETH E. BAILEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: HAROLD BROWN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MATHIS CABIALLAVETTA ISSUER YES FOR FOR

ELECTION OF DIRECTOR: LOUIS C. CAMILLERI ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J. DUDLEY FISHBURN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ROBERT E. R. HUNTLEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: THOMAS W. JONES ISSUER YES FOR FOR

ELECTION OF DIRECTOR: GEORGE MUNOZ ISSUER YES FOR FOR

ELECTION OF DIRECTOR: LUCIO A. NOTO ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN S. REED ISSUER YES FOR FOR

ELECTION OF DIRECTOR: STEPHEN M. WOLF ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
INDEPENDENT AUDITORS

PROPOSAL #03: STOCKHOLDER PROPOSAL 1 - REQUESTING SHAREHOLDER YES AGAINST FOR
INDEPENDENT BOARD CHAIRMAN

PROPOSAL #04: STOCKHOLDER PROPOSAL 2 - REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
COMMITMENT TO GLOBAL HUMAN RIGHTS STANDARDS

PROPOSAL #05: STOCKHOLDER PROPOSAL 3 - SEEKING TO SHAREHOLDER YES ABSTAIN AGAINST
ADDRESS HEALTH HAZARDS FOR AFRICAN AMERICANS
ASSOCIATED WITH SMOKING MENTHOL CIGARETTES

PROPOSAL #06: STOCKHOLDER PROPOSAL 4 - SEEKING TO SHAREHOLDER YES ABSTAIN AGAINST
EXTEND NEW YORK FIRE-SAFE PRODUCTS GLOBALLY

PROPOSAL #07: STOCKHOLDER PROPOSAL 5 - REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
ADOPTION OF ANIMAL WELFARE POLICY

PROPOSAL #08: STOCKHOLDER PROPOSAL 6 - REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
SUPPORT FOR LAWS AT ALL LEVELS COMBATING USE OF TOBACCO

PROPOSAL #09: STOCKHOLDER PROPOSAL 7 - SEEKING TO SHAREHOLDER YES ABSTAIN AGAINST
FACILITATE MEDICAL EFFORTS TO DISSUADE SECONDHAND SMOKE
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ISSUER: AMERICAN ELECTRIC POWER COMPANY, INC
TICKER: AEP CUSIP: 025537101
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: E.R. BROOKS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: D.M. CARLTON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.D. CROSBY, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.P. DESBARRES ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.W. FRI ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L.A. GOODSPEED ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W.R. HOWELL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L.A. HUDSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: M.G. MORRIS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L.L. NOWELL III ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.L. SANDOR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: D.G. SMITH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: K.D. SULLIVAN ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM.
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ISSUER: AMERICAN POWER CONVERSION CORPORATIO
TICKER: APCC CUSIP: 029066107
MEETING DATE: 6/8/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: TO FIX THE NUMBER OF DIRECTORS AT SIX. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RODGER B. DOWDELL, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: NEIL E. RASMUSSEN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ERVIN F. LYON ISSUER YES WITHHOLD AGAINST

ELECTION OF DIRECTOR: JAMES D. GERSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN G. KASSAKIAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ELLEN B. RICHSTONE ISSUER YES FOR FOR

PROPOSAL #03: TO RATIFY THE APPOINTMENT OF THE ISSUER YES FOR FOR
COMPANY'S INDEPENDENT AUDITORS.

PROPOSAL #04: TO APPROVE THE COMPANY'S AMENDED AND ISSUER YES FOR FOR
RESTATED 1997 EMPLOYEE STOCK PURCHASE PLAN.
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ISSUER: ANADARKO PETROLEUM CORPORATION
TICKER: APC CUSIP: 032511107
MEETING DATE: 5/11/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: ROBERT J. ALLISON, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN W. PODUSKA, SR. ISSUER YES FOR FOR

PROPOSAL #02: APPROVAL OF AMENDMENT TO RESTATED ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION.

PROPOSAL #03: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT AUDITOR.
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ISSUER: BANK OF AMERICA CORPORATION
TICKER: BAC CUSIP: 060505104
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: WILLIAM BARNET, III ISSUER YES FOR FOR

ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN T. COLLINS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: GARY L. COUNTRYMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: TOMMY R. FRANKS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PAUL FULTON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CHARLES K. GIFFORD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W. STEVEN JONES ISSUER YES FOR FOR

ELECTION OF DIRECTOR: KENNETH D. LEWIS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MONICA C. LOZANO ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WALTER E. MASSEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: THOMAS J. MAY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PATRICIA E. MITCHELL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: THOMAS M. RYAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: O. TEMPLE SLOAN, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MEREDITH R. SPANGLER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ROBERT L. TILLMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JACKIE M. WARD ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF THE INDEPENDENT ISSUER YES FOR FOR
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2006.

PROPOSAL #03: ADOPT AN AMENDMENT TO THE 2003 KEY ISSUER YES FOR FOR
ASSOCIATE STOCK PLAN.

PROPOSAL #04: STOCKHOLDER PROPOSAL- POLITICAL SHAREHOLDER YES ABSTAIN AGAINST
CONTRIBUTIONS

PROPOSAL #05: STOCKHOLDER PROPOSAL- MAJORITY VOTING IN SHAREHOLDER YES AGAINST FOR
DIRECTOR ELECTIONS

PROPOSAL #06: STOCKHOLDER PROPOSAL- INDEPENDENT BOARD SHAREHOLDER YES AGAINST FOR
CHAIRMAN

PROPOSAL #07: STOCKHOLDER PROPOSAL- EQUAL EMPLOYMENT SHAREHOLDER YES AGAINST FOR
OPPORTUNITY POLICY
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ISSUER: BAXTER INTERNATIONAL INC.
TICKER: BAX CUSIP: 071813109
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: WALTER E. BOOMER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.R. GAVIN III, MD PHD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PETER S. HELLMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: K.J. STORM ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM

PROPOSAL #03: PROPOSAL TO AMEND ARTICLE SIXTH OF THE ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION ELIMINATING THE
CLASSIFIED STRUCTURE OF THE BOARD OF DIRECTORS

PROPOSAL #04: PROPOSAL TO AMEND ARTICLE FIFTH OF THE ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION REDUCING THE
MINIMUM AND MAXIMUM NUMBER OF DIRECTORS

PROPOSAL #05: PROPOSAL RELATING TO THE REDEMPTION OF SHAREHOLDER YES FOR AGAINST
THE SHAREHOLDER RIGHTS PLAN
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ISSUER: BELLSOUTH CORPORATION
TICKER: BLS CUSIP: 079860102
MEETING DATE: 4/24/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: F.D. ACKERMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.V. ANDERSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.H. BLANCHARD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.H. BROWN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: A.M. CODINA ISSUER YES FOR FOR

ELECTION OF DIRECTOR: M.L. FEIDLER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: K.F. FELDSTEIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.P. KELLY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L.F. MULLIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.B. SMITH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W.S. STAVROPOULOS ISSUER YES FOR FOR

PROPOSAL #02: RATIFY THE APPOINTMENT OF THE ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL #03: SHAREHOLDER PROPOSAL RE: DISCLOSURE OF SHAREHOLDER YES ABSTAIN AGAINST
POLITICAL CONTRIBUTIONS
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ISSUER: BP P.L.C.
TICKER: BP CUSIP: 055622104
MEETING DATE: 4/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: TO RECEIVE THE DIRECTORS ANNUAL REPORT ISSUER YES FOR FOR
AND THE ACCOUNTS

PROPOSAL #02: TO APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT

ELECTION OF DIRECTOR: DR D C ALLEN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: LORD BROWNE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR J H BRYAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR A BURGMANS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR I C CONN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR E B DAVIS, JR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR D J FLINT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DR B E GROTE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DR A B HAYWARD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DR D S JULIUS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: SIR TOM MCKILLOP ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR J A MANZONI ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DR W E MASSEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: SIR IAN PROSSER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR M H WILSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR P D SUTHERLAND ISSUER YES FOR FOR

PROPOSAL #04: TO RE-APPOINT ERNST & YOUNG LLP AS ISSUER YES FOR FOR
AUDITORS AND AUTHORIZE THE BOARD TO SET THEIR
REMUNERATION

PROPOSAL #05: SPECIAL RESOLUTION: TO GIVE LIMITED ISSUER YES FOR FOR
AUTHORITY FOR THE PURCHASE OF ITS OWN SHARES BY THE
COMPANY

PROPOSAL #06: TO GIVE AUTHORITY TO ALLOT SHARES UP TO ISSUER YES FOR FOR
A SPECIFIED AMOUNT

PROPOSAL #07: SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ISSUER YES FOR FOR
ALLOT A LIMITED NUMBER OF SHARES FOR CASH WITHOUT
MAKING AN OFFER TO SHAREHOLDERS
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ISSUER: BRISTOL-MYERS SQUIBB COMPANY
TICKER: BMY CUSIP: 110122108
MEETING DATE: 5/2/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: R.E. ALLEN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L.B. CAMPBELL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: V.D. COFFMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.M. CORNELIUS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: P.R. DOLAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L.J. FREEH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L.H. GLIMCHER, M.D. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L. JOHANSSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.D. ROBINSON III ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM

PROPOSAL #03: EXECUTIVE COMPENSATION DISCLOSURE SHAREHOLDER YES AGAINST FOR

PROPOSAL #04: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

PROPOSAL #05: RECOUPMENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #06: ANIMAL TREATMENT SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #07: TERM LIMITS SHAREHOLDER YES AGAINST FOR

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ISSUER: CAPITAL ONE FINANCIAL CORPORATION
TICKER: COF CUSIP: 14040H105
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: RICHARD D. FAIRBANK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: E.R. CAMPBELL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: STANLEY WESTREICH ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS OF THE CORPORATION FOR 2006.

PROPOSAL #03: APPROVAL AND ADOPTION OF THE AMENDED AND ISSUER YES FOR FOR
RESTATED CAPITAL ONE 2004 STOCK INCENTIVE PLAN.

PROPOSAL #04: STOCKHOLDER PROPOSAL: DIRECTOR ELECTION SHAREHOLDER YES AGAINST FOR
MAJORITY VOTE STANDARD.

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ISSUER: CARNIVAL CORPORATION
TICKER: CCL CUSIP: 143658300
MEETING DATE: 4/20/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: MICKY ARISON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: AMB RICHARD G. CAPEN JR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ROBERT H. DICKINSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ARNOLD W. DONALD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PIER LUIGI FOSCHI ISSUER YES FOR FOR

ELECTION OF DIRECTOR: HOWARD S. FRANK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RICHARD J. GLASIER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BARONESS HOGG ISSUER YES FOR FOR

ELECTION OF DIRECTOR: A. KIRK LANTERMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MODESTO A. MAIDIQUE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: SIR JOHN PARKER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PETER G. RATCLIFFE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: STUART SUBOTNICK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: UZI ZUCKER ISSUER YES FOR FOR

PROPOSAL #02: TO RE-APPOINT PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR
AS INDEPENDENT AUDITORS FOR CARNIVAL PLC AND TO
RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
THE INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING
FIRM FOR CARNIVAL CORPORATION.

PROPOSAL #03: TO AUTHORIZE THE AUDIT COMMITTEE OF ISSUER YES FOR FOR
CARNIVAL PLC TO AGREE TO THE REMUNERATION OF THE
INDEPENDENT AUDITORS.

PROPOSAL #04: TO RECEIVE THE ACCOUNTS AND REPORTS FOR ISSUER YES FOR FOR
CARNIVAL PLC FOR THE FINANCIAL YEAR ENDED NOVEMBER 30,
2005.

PROPOSAL #05: TO APPROVE THE DIRECTORS REMUNERATION ISSUER YES FOR FOR
REPORT OF CARNIVAL PLC.

PROPOSAL #06: TO APPROVE LIMITS ON THE AUTHORITY TO ISSUER YES FOR FOR
ALLOT SHARES BY CARNIVAL PLC.

PROPOSAL #07: TO APPROVE THE DISAPPLICATION OF PRE- ISSUER YES FOR FOR
EMPTION RIGHTS FOR CARNIVAL PLC.

PROPOSAL #08: TO APPROVE A GENERAL AUTHORITY FOR ISSUER YES FOR FOR
CARNIVAL PLC TO BUY BACK CARNIVAL PLC ORDINARY SHARES
IN THE OPEN MARKET.
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ISSUER: CENTERPOINT ENERGY, INC.
TICKER: CNP CUSIP: 15189T107
MEETING DATE: 5/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: DERRILL CODY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DAVID M. MCCLANAHAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ROBERT T. O'CONNELL ISSUER YES FOR FOR

PROPOSAL #02: RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS INDEPENDENT AUDITORS FOR 2006.

PROPOSAL #03: REAPPROVE THE MATERIAL TERMS OF THE ISSUER YES FOR FOR
PERFORMANCE GOALS UNDER OUR SHORT TERM INCENTIVE PLAN.

PROPOSAL #04: REAPPROVE THE MATERIAL TERMS OF THE ISSUER YES FOR FOR
PERFORMANCE GOALS UNDER OUR LONG-TERM INCENTIVE PLAN.

PROPOSAL #05: SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES FOR AGAINST
ELECTING ALL DIRECTORS ANNUALLY AND ELIMINATING
DIRECTOR CLASSES WITH STAGGERED TERMS.

PROPOSAL #06: WITHHOLD GRANTING OF AUTHORITY TO VOTE ISSUER YES FOR AGAINST
ON ALL OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
ANNUAL MEETING.
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ISSUER: CHEVRON CORPORATION
TICKER: CVX CUSIP: 166764100
MEETING DATE: 4/26/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: S.H. ARMACOST ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L.F. DEILY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.E. DENHAM ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.J. EATON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: S. GINN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: F.G. JENIFER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: S. NUNN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: D.J. O'REILLY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: D.B. RICE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: P.J. ROBERTSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: C.R. SHOEMATE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.D. SUGAR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: C. WARE ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM

PROPOSAL #03: AMEND COMPANY BY-LAWS TO INCLUDE SHAREHOLDER YES AGAINST FOR
PROPONENT REIMBURSEMENT

PROPOSAL #04: REPORT ON OIL & GAS DRILLING IN SHAREHOLDER YES ABSTAIN AGAINST
PROTECTED AREAS

PROPOSAL #05: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #06: ADOPT AN ANIMAL WELFARE POLICY SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #07: REPORT ON HUMAN RIGHTS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #08: REPORT ON ECUADOR SHAREHOLDER YES ABSTAIN AGAINST

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ISSUER: CITIGROUP INC.
TICKER: C CUSIP: 172967101
MEETING DATE: 4/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: C. MICHAEL ARMSTRONG ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ALAIN J.P. BELDA ISSUER YES FOR FOR

ELECTION OF DIRECTOR: GEORGE DAVID ISSUER YES FOR FOR

ELECTION OF DIRECTOR: KENNETH T. DERR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN M. DEUTCH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R. HERNANDEZ RAMIREZ ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ANN DIBBLE JORDAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: KLAUS KLEINFELD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ANDREW N. LIVERIS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DUDLEY C. MECUM ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ANNE MULCAHY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RICHARD D. PARSONS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CHARLES PRINCE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JUDITH RODIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ROBERT E. RUBIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: FRANKLIN A. THOMAS ISSUER YES FOR FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE SELECTION OF KPMG ISSUER YES FOR FOR
LLP AS CITIGROUP'S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR 2006.

PROPOSAL #03: PROPOSAL TO AMEND ARTICLE FOURTH OF THE ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION.

PROPOSAL #04: PROPOSAL TO AMEND ARTICLE EIGHTH OF THE ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION.

PROPOSAL #05: PROPOSAL TO AMEND ARTICLE NINTH OF THE ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION.

PROPOSAL #06: STOCKHOLDER PROPOSAL REQUESTING NO SHAREHOLDER YES AGAINST FOR
FUTURE NEW STOCK OPTION GRANTS AND NO RENEWAL OR
REPRICING OF CURRENT STOCK OPTIONS.

PROPOSAL #7: STOCKHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON POLITICAL CONTRIBUTIONS.

PROPOSAL #8: STOCKHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON CHARITABLE CONTRIBUTIONS.

PROPOSAL #9: STOCKHOLDER PROPOSAL REQUESTING THE SHAREHOLDER YES AGAINST FOR
ADOPTION OF A POLICY REGARDING PERFORMANCE-BASED
EQUITY COMPENSATION FOR SENIOR EXECUTIVES.

PROPOSAL #10: STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR
REIMBURSEMENT OF EXPENSES INCURRED BY A STOCKHOLDER IN
A CONTESTED ELECTION OF DIRECTORS.

PROPOSAL #11: STOCKHOLDER PROPOSAL REQUESTING THAT THE SHAREHOLDER YES AGAINST FOR
CHAIRMAN OF THE BOARD HAVE NO MANAGEMENT DUTIES,
TITLES OR RESPONSIBILITIES.

PROPOSAL #12: STOCKHOLDER PROPOSAL REQUESTING THE SHAREHOLDER YES AGAINST FOR
RECOUPMENT OF MANAGEMENT BONUSES IN THE EVENT OF A
RESTATEMENT OF EARNINGS.
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ISSUER: CONAGRA FOODS, INC.
TICKER: CAG CUSIP: 205887102
MEETING DATE: 9/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: HOWARD G. BUFFETT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN T. CHAIN, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RONALD W. ROSKENS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: KENNETH E. STINSON ISSUER YES FOR FOR

PROPOSAL #02: MANAGEMENT PROPOSAL - DECLASSIFY BOARD ISSUER YES FOR FOR
OF DIRECTORS

PROPOSAL #03: MANAGEMENT PROPOSAL - REPEAL ISSUER YES FOR FOR
SUPERMAJORITY VOTING PROVISIONS OF ARTICLE XIV OF THE
CERTIFICATE OF INCORPORATION

PROPOSAL #04: MANAGEMENT PROPOSAL - REPEAL ISSUER YES FOR FOR
SUPERMAJORITY VOTING PROVISIONS OF ARTICLE XV OF THE
CERTIFICATE OF INCORPORATION

PROPOSAL #05: RATIFY THE APPOINTMENT OF INDEPENDENT ISSUER YES FOR FOR
AUDITORS

PROPOSAL #06: STOCKHOLDER PROPOSAL - ANIMAL WELFARE SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #07: STOCKHOLDER PROPOSAL - GENETICALLY SHAREHOLDER YES ABSTAIN AGAINST
ENGINEERED PRODUCTS

PROPOSAL #08: STOCKHOLDER PROPOSAL - SUSPENSION OF SHAREHOLDER YES AGAINST FOR
STOCK GRANTS FOR DIRECTORS AND SENIOR EXECUTIVE
OFFICERS
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ISSUER: CONOCOPHILLIPS
TICKER: COP CUSIP: 20825C104
MEETING DATE: 5/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: RICHARD L. ARMITAGE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RICHARD H. AUCHINLECK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: HARALD J. NORVIK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM K. REILLY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: VICTORIA J. TSCHINKEL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: KATHRYN C. TURNER ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2006

PROPOSAL #03: DRILLING IN SENSITIVE AREAS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #04: DIRECTOR ELECTION VOTE STANDARD SHAREHOLDER YES AGAINST FOR

PROPOSAL #05: SHAREHOLDER APPROVAL OF FUTURE SHAREHOLDER YES AGAINST FOR
EXTRAORDINARY RETIREMENT BENEFITS FOR SENIOR EXECUTIVES

PROPOSAL #06: ENVIRONMENTAL ACCOUNTABILITY TO SHAREHOLDER YES ABSTAIN AGAINST
COMMUNITIES

PROPOSAL #07: EQUITABLE COMPENSATION OF NON-EMPLOYEE SHAREHOLDER YES AGAINST FOR
DIRECTORS
------------------------------------------------------------------------------------
ISSUER: DUKE ENERGY CORPORATION
TICKER: DUK CUSIP: 264399106
MEETING DATE: 3/10/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: APPROVAL OF THE AGREEMENT AND PLAN OF ISSUER YES FOR FOR
MERGER AND THE MERGERS.
------------------------------------------------------------------------------------
ISSUER: EMERSON ELECTRIC CO.
TICKER: EMR CUSIP: 291011104
MEETING DATE: 2/7/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: A. A. BUSCH III ISSUER YES FOR FOR

ELECTION OF DIRECTOR: A. F. GOLDEN ISSUER YES WITHHOLD AGAINST

ELECTION OF DIRECTOR: V. R. LOUCKS, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J. B. MENZER ISSUER YES FOR FOR

PROPOSAL #02: APPROVAL OF THE EMERSON ELECTRIC CO. ISSUER YES FOR FOR
2006 INCENTIVE SHARES PLAN.

PROPOSAL #03: RATIFICATION OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM.

PROPOSAL #04: THE STOCKHOLDER PROPOSAL ON SEVERANCE SHAREHOLDER YES FOR AGAINST
AGREEMENTS DESCRIBED IN THE PROXY STATEMENT.
------------------------------------------------------------------------------------
ISSUER: ENTERGY CORPORATION
TICKER: ETR CUSIP: 29364G103
MEETING DATE: 5/12/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: M.S. BATEMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W.F. BLOUNT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: S.D. DEBREE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: G.W. EDWARDS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: A.M. HERMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: D.C. HINTZ ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.W. LEONARD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: S.L. LEVENICK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R. V.D. LUFT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.R. NICHOLS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W.A. PERCY, II ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W.J. TAUZIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: S.V. WILKINSON ISSUER YES FOR FOR

PROPOSAL #02: APPROVAL TO AMEND THE CERTIFICATE OF ISSUER YES FOR FOR
INCORPORATION TO ELIMINATE SUPERMAJORITY VOTE
REQUIREMENT WITH RESPECT TO THE REMOVAL OF DIRECTORS.

PROPOSAL #03: APPROVAL OF 2007 EQUITY OWNERSHIP AND ISSUER YES FOR FOR
LONG TERM CASH INCENTIVE PLAN.

PROPOSAL #04: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE
FISCAL YEAR ENDING 2006.

PROPOSAL #05: SHAREHOLDER PROPOSAL REGARDING MAJORITY SHAREHOLDER YES AGAINST FOR
ELECTION OF DIRECTORS.
------------------------------------------------------------------------------------
ISSUER: EXELON CORPORATION
TICKER: EXC CUSIP: 30161N101
MEETING DATE: 7/22/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: APPROVAL OF SHARE ISSUANCE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: E.A. BRENNAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: B. DEMARS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: N.A. DIAZ ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.W. ROWE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R. RUBIN ISSUER YES FOR FOR

PROPOSAL #03: APPROVAL OF AMENDMENT TO AMENDED AND ISSUER YES AGAINST AGAINST
RESTATED ARTICLES OF INCORPORATION

PROPOSAL #04: RATIFICATION OF INDEPENDENT ACCOUNTANTS ISSUER YES FOR FOR

PROPOSAL #05: APPROVAL OF 2006 LONG-TERM INCENTIVE PLAN ISSUER YES FOR FOR

PROPOSAL #06: APPROVAL OF EXELON EMPLOYEE STOCK ISSUER YES FOR FOR
PURCHASE PLAN FOR UNINCORPORATED SUBSIDIARIES

PROPOSAL #07: APPROVAL TO ADJOURN OR POSTPONE ANNUAL ISSUER YES FOR FOR
MEETING
------------------------------------------------------------------------------------
ISSUER: EXELON CORPORATION
TICKER: EXC CUSIP: 30161N101
MEETING DATE: 6/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: M.W. D'ALESSIO ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.B. GRECO ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.M. PALMS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.W. ROGERS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.L. THOMAS ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF INDEPENDENT ACCOUNTANT ISSUER YES FOR FOR

PROPOSAL #03: SHAREHOLDER PROPOSAL TO REQUIRE SHAREHOLDER YES AGAINST FOR
SHAREHOLDER APPROVAL OF FUTURE SEVERANCE BENEFITS
------------------------------------------------------------------------------------
ISSUER: HEWLETT-PACKARD COMPANY
TICKER: HPQ CUSIP: 428236103
MEETING DATE: 3/15/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: P.C. DUNN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L.T. BABBIO, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: S.M. BALDAUF ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.A. HACKBORN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.H. HAMMERGREN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: M.V. HURD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: G.A. KEYWORTH II ISSUER YES FOR FOR

ELECTION OF DIRECTOR: T.J. PERKINS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.L. RYAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: L.S. SALHANY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.P. WAYMAN ISSUER YES FOR FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
THE FISCAL YEAR ENDING OCTOBER 31, 2006.

PROPOSAL #03: PROPOSAL TO APPROVE THE HEWLETT-PACKARD ISSUER YES FOR FOR
COMPANY 2005 PAY-FOR-RESULTS PLAN.

PROPOSAL #04: STOCKHOLDER PROPOSAL ENTITLED DIRECTOR SHAREHOLDER YES AGAINST FOR
ELECTION MAJORITY VOTE STANDARD PROPOSAL .

PROPOSAL #05: STOCKHOLDER PROPOSAL ENTITLED RECOUP SHAREHOLDER YES AGAINST FOR
UNEARNED MANAGEMENT BONUSES .
------------------------------------------------------------------------------------
ISSUER: IMPERIAL TOBACCO GROUP PLC
TICKER: ITY CUSIP: 453142101
MEETING DATE: 1/31/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: TO RECEIVE THE REPORTS OF THE DIRECTORS ISSUER YES FOR FOR
AND AUDITORS AND THE ACCOUNTS FOR THE FINANCIAL YEAR
ENDING SEPTEMBER 30, 2005.

PROPOSAL #02: TO RECEIVE AND APPROVE THE DIRECTORS ISSUER YES FOR FOR
REMUNERATION REPORT AND THE AUDITOR'S REPORT FOR THE
FINANCIAL YEAR ENDING SEPTEMBER 30, 2005.

PROPOSAL #03: TO DECLARE A FINAL DIVIDEND FOR THE ISSUER YES FOR FOR
FINANCIAL YEAR ENDED SEPTEMBER 30, 2005.

ELECTION OF DIRECTOR: MR. A.G.L. ALEXANDER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR. D.C. BONHAM ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR. C.R. DAY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DR. P.H. JUNGELS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MR. G L BLASHILL ISSUER YES FOR FOR

PROPOSAL #09: TO REAPPOINT PRICEWATERHOUSECOOPERS AS ISSUER YES FOR FOR
AUDITORS OF THE COMPANY.

PROPOSAL #10: TO AUTHORIZE THE DIRECTORS TO SET THE ISSUER YES FOR FOR
REMUNERATION OF THE AUDITORS.

PROPOSAL #11: APPROVAL FOR IMPERIAL TOBACCO GROUP PLC ISSUER YES FOR FOR
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS.

PROPOSAL #12: APPROVAL FOR IMPERIAL TOBACCO LIMITED TO ISSUER YES FOR FOR
MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS AND
INCUR EU POLITICAL EXPENDITURES.

PROPOSAL #13: APPROVAL FOR IMPERIAL TOBACCO ISSUER YES FOR FOR
INTERNATIONAL LIMITED TO MAKE DONATIONS TO EU
POLITICAL ORGANIZATIONS AND INCUR EU POLITICAL
EXPENDITURES.

PROPOSAL #14: APPROVAL FOR VAN NELLE TABAK NEDERLAND ISSUER YES FOR FOR
B.V. TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
AND INCUR EU POLITICAL EXPENDITURES.

PROPOSAL #15: APPROVAL FOR JOHN PLAYER & SONS LIMITED ISSUER YES FOR FOR
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS AND
INCUR EU POLITICAL EXPENDITURES.

PROPOSAL #16: APPROVAL FOR REEMTSMA CIGARETTENFABRIKEN ISSUER YES FOR FOR
GMBH TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS
AND INCUR EU POLITICAL EXPENDITURES.

PROPOSAL #17: APPROVAL FOR ETS L. LACROIX FILS NV/SA ISSUER YES FOR FOR
TO MAKE DONATIONS TO EU POLITICAL ORGANIZATIONS AND
INCUR EU POLITICAL EXPENDITURES.

PROPOSAL #18: THAT THE DIRECTORS ARE AUTHORIZED TO ISSUER YES FOR FOR
MAKE AMENDMENTS TO THE RULES OF THE IMPERIAL TOBACCO
GROUP LONG TERM INCENTIVE PLAN.

PROPOSAL #19: THAT THE DIRECTORS BE EMPOWERED TO ALLOT ISSUER YES FOR FOR
RELEVANT SECURITIES.

PROPOSAL #20: APPROVAL OF THE DISAPPLICATION OF PRE- ISSUER YES FOR FOR
EMPTION RIGHTS.

PROPOSAL #21: THAT THE COMPANY BE AUTHORIZED TO MAKE ISSUER YES FOR FOR
MARKET PURCHASES OF ORDINARY SHARES OF THE COMPANY
INCLUDING TREASURY SHARES.
------------------------------------------------------------------------------------
ISSUER: ITT INDUSTRIES, INC.
TICKER: ITT CUSIP: 450911102
MEETING DATE: 5/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: STEVEN R. LORANGER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CURTIS J. CRAWFORD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CHRISTINA A. GOLD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RALPH F. HAKE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN J. HAMRE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RAYMOND W. LEBOEUF ISSUER YES FOR FOR

ELECTION OF DIRECTOR: FRANK T. MACINNIS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: LINDA S. SANFORD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MARKOS I. TAMBAKERAS ISSUER YES FOR FOR

PROPOSAL #B: TO RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP AS ITT INDUSTRIES INDEPENDENT AUDITOR FOR
2006.

PROPOSAL #C: TO VOTE UPON A PROPOSAL TO AMEND ITT ISSUER YES FOR FOR
INDUSTRIES, INC.'S RESTATED ARTICLES OF INCORPORATION
TO CHANGE THE COMPANY'S NAME TO ITT CORPORATION.
------------------------------------------------------------------------------------
ISSUER: JPMORGAN CHASE & CO.
TICKER: JPM CUSIP: 46625H100
MEETING DATE: 5/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: JOHN H. BIGGS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: STEPHEN B. BURKE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JAMES S. CROWN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JAMES DIMON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ELLEN V. FUTTER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM H. GRAY, III ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM B. HARRISON, JR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN W. KESSLER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ROBERT I. LIPP ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RICHARD A. MANOOGIAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DAVID C. NOVAK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: LEE R. RAYMOND ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM C. WELDON ISSUER YES FOR FOR

PROPOSAL #02: APPOINTMENT OF INDEPENDENT REGISTERED ISSUER YES FOR FOR
PUBLIC ACCOUNTING FIRM

PROPOSAL #03: STOCK OPTIONS SHAREHOLDER YES AGAINST FOR

PROPOSAL #04: PERFORMANCE-BASED RESTRICTED STOCK SHAREHOLDER YES AGAINST FOR

PROPOSAL #05: SEPARATE CHAIRMAN SHAREHOLDER YES AGAINST FOR

PROPOSAL #06: SEXUAL ORIENTATION SHAREHOLDER YES AGAINST FOR

PROPOSAL #07: SPECIAL SHAREHOLDER MEETINGS SHAREHOLDER YES FOR AGAINST

PROPOSAL #08: LOBBYING PRIORITIES REPORT SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #09: POLITICAL CONTRIBUTIONS REPORT SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #10: POISON PILL SHAREHOLDER YES AGAINST FOR

PROPOSAL #11: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

PROPOSAL #12: BONUS RECOUPMENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #13: OVERCOMMITTED DIRECTORS SHAREHOLDER YES AGAINST FOR

------------------------------------------------------------------------------------
ISSUER: LYONDELL CHEMICAL COMPANY
TICKER: LYO CUSIP: 552078107
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: CAROL A. ANDERSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM T. BUTLER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: STEPHEN I. CHAZEN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: TRAVIS ENGEN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PAUL S. HALATA ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DANNY W. HUFF ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DAVID J. LESAR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DAVID J.P. MEACHIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DANIEL J. MURPHY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DAN F. SMITH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM R. SPIVEY ISSUER YES FOR FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP, INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM, AS THE COMPANY'S AUDITORS FOR
THE YEAR 2006.
------------------------------------------------------------------------------------
ISSUER: MANULIFE FINANCIAL CORPORATION
TICKER: MFC CUSIP: 56501R106
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: JOHN M. CASSADAY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: LINO J. CELESTE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: GAIL C.A. COOK-BENNETT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DOMINIC D'ALESSANDRO ISSUER YES FOR FOR

ELECTION OF DIRECTOR: THOMAS P. D'AQUINO ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RICHARD B. DEWOLFE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ROBERT E. DINEEN, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PIERRE Y. DUCROS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ALLISTER P. GRAHAM ISSUER YES FOR FOR

ELECTION OF DIRECTOR: THOMAS E. KIERANS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: LORNA R. MARSDEN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ARTHUR R. SAWCHUK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: HUGH W. SLOAN, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: GORDON G. THIESSEN ISSUER YES FOR FOR

PROPOSAL #02: APPOINTMENT OF ERNST & YOUNG LLP AS ISSUER YES FOR FOR
AUDITORS.
------------------------------------------------------------------------------------
ISSUER: MATTEL, INC.
TICKER: MAT CUSIP: 577081102
MEETING DATE: 5/11/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: EUGENE P. BEARD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MICHAEL J. DOLAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ROBERT A. ECKERT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: TULLY M. FRIEDMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DOMINIC NG ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DR. ANDREA L. RICH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RONALD L. SARGENT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CHRISTOPHER A. SINCLAIR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: G. CRAIG SULLIVAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN L. VOGELSTEIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: KATHY BRITTAIN WHITE ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS MATTEL'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2006.

PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR
SEPARATING THE ROLES OF CEO AND BOARD CHAIR.

PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING CERTAIN SHAREHOLDER YES ABSTAIN AGAINST
REPORTS BY THE BOARD OF DIRECTORS.

PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING PAY-FOR- SHAREHOLDER YES AGAINST FOR
SUPERIOR-PERFORMANCE.
------------------------------------------------------------------------------------
ISSUER: MBNA CORPORATION
TICKER: KRB CUSIP: 55262L100
MEETING DATE: 11/3/2005 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: APPROVAL OF THE MERGER WITH BANK OF ISSUER YES FOR FOR
AMERICA CORPORATION

PROPOSAL #02: APPROVAL OF PROPOSAL TO ADJOURN THE MBNA ISSUER YES FOR FOR
SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL
PROXIES

------------------------------------------------------------------------------------
ISSUER: MGIC INVESTMENT CORPORATION
TICKER: MTG CUSIP: 552848103
MEETING DATE: 5/11/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: KARL E. CASE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CURT S. CULVER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM A. MCINTOSH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: LESLIE M. MUMA ISSUER YES FOR FOR

PROPOSAL #02: RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
ACCOUNTANTS OF MGIC INVESTMENT CORPORATION.
------------------------------------------------------------------------------------
ISSUER: NOKIA CORPORATION
TICKER: NOK CUSIP: 654902204
MEETING DATE: 3/13/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #02: APPROVAL OF THE INCOME STATEMENTS AND ISSUER YES FOR FOR
THE BALANCE SHEETS.

PROPOSAL #03: PROPOSAL TO THE ANNUAL GENERAL MEETING ISSUER YES FOR FOR
OF A DIVIDEND OF EUR 0.37 PER SHARE.

PROPOSAL #04: APPROVAL OF THE DISCHARGE OF THE ISSUER YES FOR FOR
CHAIRMAN, THE MEMBERS OF THE BOARD OF DIRECTORS AND
THE PRESIDENT FROM LIABILITY.

PROPOSAL #05: APPROVAL OF THE REMUNERATION TO BE PAID ISSUER YES FOR FOR
TO THE MEMBERS OF THE BOARD OF DIRECTORS.

PROPOSAL #06: PROPOSAL ON THE NUMBER OF MEMBERS OF THE ISSUER YES FOR FOR
BOARD OF DIRECTORS AS PROPOSED BY THE CORPORATE
GOVERNANCE AND NOMINATION COMMITTEE.

ELECTION OF DIRECTOR: PAUL J. COLLINS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: GEORG EHRNROOTH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DANIEL R. HESSE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BENGT HOLMSTROM ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PER KARLSSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: EDOUARD MICHELIN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JORMA OLLILA ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MARJORIE SCARDINO ISSUER YES FOR FOR

ELECTION OF DIRECTOR: KEIJO SUILA ISSUER YES FOR FOR

ELECTION OF DIRECTOR: VESA VAINIO ISSUER YES FOR FOR

PROPOSAL #08: APPROVAL OF THE REMUNERATION TO BE PAID ISSUER YES FOR FOR
TO THE AUDITOR.

PROPOSAL #09: APPROVAL OF THE RE-ELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS OY AS THE AUDITORS FOR FISCAL
YEAR 2006.

PROPOSAL #10: PROPOSAL OF THE BOARD TO REDUCE THE ISSUER YES FOR FOR
SHARE CAPITAL THROUGH CANCELLATION OF NOKIA SHARES
HELD BY COMPANY.

PROPOSAL #11: AUTHORIZATION TO THE BOARD TO INCREASE ISSUER YES FOR FOR
THE SHARE CAPITAL OF THE COMPANY.

PROPOSAL #12: AUTHORIZATION TO THE BOARD TO REPURCHASE ISSUER YES FOR FOR
NOKIA SHARES.

PROPOSAL #13: AUTHORIZATION TO THE BOARD TO DISPOSE ISSUER YES FOR FOR
NOKIA SHARES HELD BY THE COMPANY.

PROPOSAL #14: MARK THE FOR BOX IF YOU WISH TO ISSUER YES AGAINST N/A
INSTRUCT NOKIA'S LEGAL COUNSELS TO VOTE IN THEIR
DISCRETION ON YOUR BEHALF ONLY UPON ITEM 14.
------------------------------------------------------------------------------------
ISSUER: NORTHROP GRUMMAN CORPORATION
TICKER: NOC CUSIP: 666807102
MEETING DATE: 5/17/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: JOHN T. CHAIN, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: VIC FAZIO ISSUER YES FOR FOR

ELECTION OF DIRECTOR: STEPHEN E. FRANK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CHARLES R. LARSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RICHARD B. MYERS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RONALD D. SUGAR ISSUER YES FOR FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITOR.

PROPOSAL #03: PROPOSAL TO AMEND THE COMPANY'S RESTATED ISSUER YES FOR FOR
CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPER
MAJORITY VOTE REQUIREMENT.

PROPOSAL #04: SHAREHOLDER PROPOSAL REGARDING AN SHAREHOLDER YES AGAINST FOR
INDEPENDENT BOARD CHAIRMAN.
------------------------------------------------------------------------------------
ISSUER: OCCIDENTAL PETROLEUM CORPORATION
TICKER: OXY CUSIP: 674599105
MEETING DATE: 5/5/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: SPENCER ABRAHAM ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RONALD W. BURKLE ISSUER YES WITHHOLD AGAINST

ELECTION OF DIRECTOR: JOHN S. CHALSTY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: EDWARD P. DJEREJIAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R. CHAD DREIER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN E. FEICK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RAY R. IRANI ISSUER YES FOR FOR

ELECTION OF DIRECTOR: IRVIN W. MALONEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RODOLFO SEGOVIA ISSUER YES FOR FOR

ELECTION OF DIRECTOR: AZIZ D. SYRIANI ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ROSEMARY TOMICH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WALTER L. WEISMAN ISSUER YES FOR FOR

PROPOSAL #02: THE RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR
KPMG AS INDEPENDENT AUDITORS.

PROPOSAL #03: APPROVAL OF INCREASE IN AUTHORIZED ISSUER YES AGAINST AGAINST
CAPITAL STOCK.

PROPOSAL #04: LIMIT ON EXECUTIVE COMPENSATION. SHAREHOLDER YES AGAINST FOR

PROPOSAL #05: SCIENTIFIC REPORT ON GLOBAL SHAREHOLDER YES ABSTAIN AGAINST
WARMING/COOLING.

PROPOSAL #06: ELECTION OF DIRECTORS BY MAJORITY VOTE. SHAREHOLDER YES AGAINST FOR

------------------------------------------------------------------------------------
ISSUER: PFIZER INC.
TICKER: PFE CUSIP: 717081103
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: MICHAEL S. BROWN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: M. ANTHONY BURNS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ROBERT N. BURT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W. DON CORNWELL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM H. GRAY III ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CONSTANCE J. HORNER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM R. HOWELL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: STANLEY O. IKENBERRY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: GEORGE A. LORCH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: HENRY A. MCKINNELL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DANA G. MEAD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RUTH J. SIMMONS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WILLIAM C. STEERE, JR. ISSUER YES FOR FOR

PROPOSAL #02: PROPOSAL TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR 2006.

PROPOSAL #03: MANAGEMENT PROPOSAL TO AMEND COMPANY'S ISSUER YES FOR FOR
RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE
SUPERMAJORITY VOTE REQUIREMENTS AND FAIR PRICE
PROVISION.

PROPOSAL #04: SHAREHOLDER PROPOSAL RELATING TO TERM SHAREHOLDER YES AGAINST FOR
LIMITS FOR DIRECTORS.

PROPOSAL #05: SHAREHOLDER PROPOSAL REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
REPORTING ON PHARMACEUTICAL PRICE RESTRAINT.

PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES AGAINST FOR
CUMULATIVE VOTING.

PROPOSAL #07: SHAREHOLDER PROPOSAL REQUESTING SHAREHOLDER YES AGAINST FOR
SEPARATION OF ROLES OF CHAIRMAN AND CEO.

PROPOSAL #08: SHAREHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON POLITICAL CONTRIBUTIONS.

PROPOSAL #09: SHAREHOLDER PROPOSAL REQUESTING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON THE FEASIBILITY OF AMENDING PFIZER'S CORPORATE
POLICY ON LABORATORY ANIMAL CARE AND USE.

PROPOSAL #10: SHAREHOLDER PROPOSAL REQUESTING SHAREHOLDER YES ABSTAIN AGAINST
JUSTIFICATION FOR FINANCIAL CONTRIBUTIONS WHICH
ADVANCE ANIMAL-BASED TESTING METHODOLOGIES.
------------------------------------------------------------------------------------
ISSUER: SCHERING-PLOUGH CORPORATION
TICKER: SGP CUSIP: 806605101
MEETING DATE: 5/19/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: THOMAS J. COLLIGAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: C. ROBERT KIDDER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CARL E. MUNDY, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PATRICIA F. RUSSO ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ARTHUR F. WEINBACH ISSUER YES FOR FOR

PROPOSAL #02: RATIFY THE DESIGNATION OF DELOITTE & ISSUER YES FOR FOR
TOUCHE LLP TO AUDIT THE BOOKS AND ACCOUNTS FOR 2006

PROPOSAL #03: APPROVE AMENDMENTS TO GOVERNING ISSUER YES FOR FOR
INSTRUMENTS TO PROVIDE FOR THE ANNUAL ELECTION OF
DIRECTORS

PROPOSAL #04: APPROVE THE DIRECTORS COMPENSATION PLAN ISSUER YES FOR FOR

PROPOSAL #05: APPROVE THE 2006 STOCK INCENTIVE PLAN ISSUER YES FOR FOR

PROPOSAL #06: SHAREHOLDER PROPOSAL ON MAJORITY VOTE SHAREHOLDER YES AGAINST FOR
STANDARD FOR THE ELECTION OF DIRECTORS IN CERTIFICATE
OF INCORPORATION

PROPOSAL #07: SHAREHOLDER PROPOSAL ON MAJORITY VOTE ON SHAREHOLDER YES AGAINST FOR
THE GREATEST NUMBER OF GOVERNANCE ISSUES PRACTICABLE
------------------------------------------------------------------------------------
ISSUER: SERVICE CORPORATION INTERNATIONAL
TICKER: SCI CUSIP: 817565104
MEETING DATE: 5/11/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: R.L. WALTRIP ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ANTHONY L. COELHO ISSUER YES FOR FOR

ELECTION OF DIRECTOR: A.J. FOYT, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: EDWARD E. WILLIAMS ISSUER YES FOR FOR

PROPOSAL #02: APPROVAL OF THE SELECTION OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR FISCAL 2006.

PROPOSAL #03: APPROVAL OF A PROPOSAL TO APPROVE THE ISSUER YES FOR FOR
AMENDED AND RESTATED DIRECTOR FEE PLAN.

------------------------------------------------------------------------------------
ISSUER: SLM CORPORATION
TICKER: SLM CUSIP: 78442P106
MEETING DATE: 5/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: ANN TORRE BATES ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CHARLES L. DALEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W.M. DIEFENDERFER III ISSUER YES FOR FOR

ELECTION OF DIRECTOR: THOMAS J. FITZPATRICK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DIANE SUITT GILLELAND ISSUER YES FOR FOR

ELECTION OF DIRECTOR: EARL A. GOODE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RONALD F. HUNT ISSUER YES WITHHOLD AGAINST

ELECTION OF DIRECTOR: BENJAMIN J. LAMBERT III ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ALBERT L. LORD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BARRY A. MUNITZ ISSUER YES FOR FOR

ELECTION OF DIRECTOR: A. ALEXANDER PORTER, JR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: WOLFGANG SCHOELLKOPF ISSUER YES FOR FOR

ELECTION OF DIRECTOR: STEVEN L. SHAPIRO ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BARRY L. WILLIAMS ISSUER YES FOR FOR

PROPOSAL #02: RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION'S
INDEPENDENT ACCOUNTANTS.
------------------------------------------------------------------------------------
ISSUER: THE ALLSTATE CORPORATION
TICKER: ALL CUSIP: 020002101
MEETING DATE: 5/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: F. DUANE ACKERMAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JAMES G. ANDRESS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W. JAMES FARRELL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JACK M. GREENBERG ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RONALD T. LEMAY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: EDWARD M. LIDDY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J. CHRISTOPHER REYES ISSUER YES FOR FOR

ELECTION OF DIRECTOR: H. JOHN RILEY, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOSHUA I. SMITH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JUDITH A. SPRIESER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MARY ALICE TAYLOR ISSUER YES FOR FOR

PROPOSAL #02: APPOINTMENT OF DELOITTE & TOUCHE LLP AS ISSUER YES FOR FOR
INDEPENDENT AUDITORS FOR 2006.

PROPOSAL #03: APPROVAL OF THE AMENDED AND RESTATED ISSUER YES FOR FOR
2001 EQUITY INCENTIVE PLAN.

PROPOSAL #04: APPROVAL OF THE 2006 EQUITY COMPENSATION ISSUER YES FOR FOR
PLAN FOR NON-EMPLOYEE DIRECTORS.

PROPOSAL #05: PROVIDE FOR DIRECTOR ELECTION MAJORITY SHAREHOLDER YES AGAINST FOR
VOTE STANDARD.

PROPOSAL #06: PROVIDE FOR SIMPLE MAJORITY VOTE. SHAREHOLDER YES FOR AGAINST

------------------------------------------------------------------------------------
ISSUER: TYCO INTERNATIONAL LTD.
TICKER: TYC CUSIP: 902124106
MEETING DATE: 3/9/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: SET THE MAXIMUM NUMBER OF DIRECTORS AT 12 ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DENNIS C. BLAIR ISSUER YES FOR FOR

ELECTION OF DIRECTOR: EDWARD D. BREEN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BRIAN DUPERREAULT ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BRUCE S. GORDON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RAJIV L. GUPTA ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN A. KROL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MACKEY J. MCDONALD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: H. CARL MCCALL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BRENDAN R. O'NEILL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: SANDRA S. WIJNBERG ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JEROME B. YORK ISSUER YES FOR FOR

PROPOSAL #1C: AUTHORIZATION FOR THE BOARD OF DIRECTORS ISSUER YES FOR FOR
TO APPOINT AN ADDITIONAL DIRECTOR TO FILL THE VACANCY
PROPOSED TO BE CREATED ON THE BOARD

PROPOSAL #02: RE-APPOINTMENT OF DELOITTE & TOUCHE LLP ISSUER YES FOR FOR
AS TYCO'S INDEPENDENT AUDITORS AND AUTHORIZATION FOR
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO SET
THE AUDITORS REMUNERATION
------------------------------------------------------------------------------------
ISSUER: UST INC.
TICKER: UST CUSIP: 902911106
MEETING DATE: 5/2/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: P. DIAZ DENNIS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: P.J. NEFF ISSUER YES FOR FOR

ELECTION OF DIRECTOR: A.J. PARSONS ISSUER YES FOR FOR

PROPOSAL #02: MANAGEMENT PROPOSAL TO RATIFY AND ISSUER YES FOR FOR
APPROVE ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF
THE COMPANY FOR THE YEAR 2006.

PROPOSAL #03: STOCKHOLDER PROPOSAL RELATING TO PRODUCT SHAREHOLDER YES ABSTAIN AGAINST
PROMOTION ON THE INTERNET.

PROPOSAL #04: STOCKHOLDER PROPOSAL RELATING TO BOARD SHAREHOLDER YES FOR AGAINST
CLASSIFICATION.
------------------------------------------------------------------------------------
ISSUER: VERIZON COMMUNICATIONS INC.
TICKER: VZ CUSIP: 92343V104
MEETING DATE: 5/4/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: J.R. BARKER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.L. CARRION ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.W. LANE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: S.O. MOOSE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J. NEUBAUER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: D.T. NICOLAISEN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: T.H. O'BRIEN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: C. OTIS, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: H.B. PRICE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: I.G. SEIDENBERG ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.R. STAFFORD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R.D. STOREY ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF APPOINTMENT OF ISSUER YES FOR FOR
INDEPENDENT REGISTERED ACCOUNTING FIRM

PROPOSAL #03: CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

PROPOSAL #04: MAJORITY VOTE REQUIRED FOR ELECTION OF SHAREHOLDER YES AGAINST FOR
DIRECTORS

PROPOSAL #05: COMPOSITION OF BOARD OF DIRECTORS SHAREHOLDER YES AGAINST FOR

PROPOSAL #06: DIRECTORS ON COMMON BOARDS SHAREHOLDER YES AGAINST FOR

PROPOSAL #07: SEPARATE CHAIRMAN AND CEO SHAREHOLDER YES AGAINST FOR

PROPOSAL #08: PERFORMANCE-BASED EQUITY COMPENSATION SHAREHOLDER YES AGAINST FOR

PROPOSAL #09: DISCLOSURE OF POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

------------------------------------------------------------------------------------
ISSUER: WASHINGTON MUTUAL, INC.
TICKER: WM CUSIP: 939322103
MEETING DATE: 4/18/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: KERRY K. KILLINGER* ISSUER YES FOR FOR

ELECTION OF DIRECTOR: THOMAS C. LEPPERT* ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CHARLES M. LILLIS* ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MICHAEL K. MURPHY* ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ORIN C. SMITH* ISSUER YES FOR FOR

ELECTION OF DIRECTOR: REGINA MONTOYA** ISSUER YES FOR FOR

PROPOSAL #02: COMPANY PROPOSAL TO RATIFY THE ISSUER YES FOR FOR
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR 2006

PROPOSAL #03: TO APPROVE THE WASHINGTON MUTUAL, INC. ISSUER YES FOR FOR
AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN,
INCLUDING AN INCREASE IN THE NUMBER OF SHARES THAT MAY
BE SUBJECT TO AWARDS MADE THEREUNDER

PROPOSAL #04: TO APPROVE THE WASHINGTON MUTUAL, INC. ISSUER YES FOR FOR
EXECUTIVE INCENTIVE COMPENSATION PLAN

PROPOSAL #05: TO APPROVE THE COMPANY PROPOSAL TO AMEND ISSUER YES FOR FOR
THE WASHINGTON MUTUAL, INC. ARTICLES OF INCORPORATION
(AS AMENDED) TO DECLASSIFY THE BOARD OF DIRECTORS AND
ESTABLISH ANNUAL ELECTIONS FOR ALL COMPANY DIRECTORS
COMMENCING WITH THE 2007 ANNUAL MEETING, RATHER THAN
THE CURRENT STAGGERED THREE-YEAR TERMS

PROPOSAL #06: SHAREHOLDER PROPOSAL RELATING TO SHAREHOLDER YES ABSTAIN AGAINST
DISCLOSURE OF THE COMPANY'S POLITICAL CONTRIBUTIONS
------------------------------------------------------------------------------------
ISSUER: WELLPOINT, INC.
TICKER: WLP CUSIP: 94973V107
MEETING DATE: 5/16/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: LENOX D. BAKER JR., MD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: SUSAN B. BAYH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: LARRY C. GLASSCOCK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JULIE A. HILL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RAMIRO G. PERU ISSUER YES FOR FOR

PROPOSAL #02: TO APPROVE THE PROPOSED WELLPOINT 2006 ISSUER YES FOR FOR
INCENTIVE COMPENSATION PLAN.

PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR
YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE COMPANY FOR 2006.
------------------------------------------------------------------------------------
ISSUER: WELLS FARGO & COMPANY
TICKER: WFC CUSIP: 949746101
MEETING DATE: 4/25/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: LLOYD H. DEAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: SUSAN E. ENGEL ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ENRIQUE HERNANDEZ, JR. ISSUER YES FOR FOR

ELECTION OF DIRECTOR: ROBERT L. JOSS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RICHARD M. KOVACEVICH ISSUER YES FOR FOR

ELECTION OF DIRECTOR: RICHARD D. MCCORMICK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: CYNTHIA H. MILLIGAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: NICHOLAS G. MOORE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: PHILIP J. QUIGLEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: DONALD B. RICE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JUDITH M. RUNSTAD ISSUER YES FOR FOR

ELECTION OF DIRECTOR: STEPHEN W. SANGER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: SUSAN G. SWENSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: MICHAEL W. WRIGHT ISSUER YES FOR FOR

PROPOSAL #02: PROPOSAL TO RATIFY APPOINTMENT OF KPMG ISSUER YES FOR FOR
LLP AS INDEPENDENT AUDITORS FOR 2006.

PROPOSAL #03: STOCKHOLDER PROPOSAL REGARDING A SHAREHOLDER YES AGAINST FOR
DIRECTOR ELECTION BY-LAW AMENDMENT.

PROPOSAL #04: STOCKHOLDER PROPOSAL REGARDING SHAREHOLDER YES AGAINST FOR
SEPARATION OF BOARD CHAIR AND CEO POSITIONS.

PROPOSAL #05: STOCKHOLDER PROPOSAL REGARDING DIRECTOR SHAREHOLDER YES AGAINST FOR
COMPENSATION.

PROPOSAL #06: STOCKHOLDER PROPOSAL REGARDING A REPORT SHAREHOLDER YES ABSTAIN AGAINST
ON HOME MORTGAGE DISCLOSURE ACT (HMDA) DATA.
------------------------------------------------------------------------------------
ISSUER: WYETH
TICKER: WYE CUSIP: 983024100
MEETING DATE: 4/27/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: R. ESSNER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.D. FEERICK ISSUER YES FOR FOR

ELECTION OF DIRECTOR: F.D. FERGUSSON ISSUER YES FOR FOR

ELECTION OF DIRECTOR: V.F. GANZI ISSUER YES FOR FOR

ELECTION OF DIRECTOR: R. LANGER ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.P. MASCOTTE ISSUER YES FOR FOR

ELECTION OF DIRECTOR: M.L. POLAN ISSUER YES FOR FOR

ELECTION OF DIRECTOR: G.L. ROGERS ISSUER YES FOR FOR

ELECTION OF DIRECTOR: I.G. SEIDENBERG ISSUER YES FOR FOR

ELECTION OF DIRECTOR: W.V. SHIPLEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: J.R. TORELL III ISSUER YES FOR FOR

PROPOSAL #02: RATIFY INDEPENDENT REGISTERED PUBLIC ISSUER YES FOR FOR
ACCOUNTING FIRM

PROPOSAL #03: ADOPT NON-EMPLOYEE DIRECTOR STOCK ISSUER YES FOR FOR
INCENTIVE PLAN

PROPOSAL #04: LIMITING SUPPLY OF PRESCRIPTION DRUGS IN SHAREHOLDER YES ABSTAIN AGAINST
CANADA

PROPOSAL #05: DISCLOSURE OF POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #06: DISCLOSURE OF ANIMAL WELFARE POLICY SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #07: ELECTION OF DIRECTORS BY MAJORITY VOTE SHAREHOLDER YES AGAINST FOR

PROPOSAL #08: SEPARATING ROLES OF CHAIRMAN & CEO SHAREHOLDER YES AGAINST FOR

PROPOSAL #09: ADOPTION OF SIMPLE MAJORITY VOTE SHAREHOLDER YES FOR AGAINST

------------------------------------------------------------------------------------
ISSUER: XL CAPITAL LTD
TICKER: XL CUSIP: G98255105
MEETING DATE: 4/28/2006 FOR/AGAINST
PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

ELECTION OF DIRECTOR: DALE R. COMEY ISSUER YES FOR FOR

ELECTION OF DIRECTOR: BRIAN M. O'HARA ISSUER YES FOR FOR

ELECTION OF DIRECTOR: JOHN T. THORNTON ISSUER YES FOR FOR

PROPOSAL #02: TO RATIFY THE APPOINTMENT OF ISSUER YES FOR FOR
PRICEWATERHOUSECOOPERS LLP, NEW YORK, NEW YORK TO ACT
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31,
2006.

PROPOSAL #03: IN THEIR DISCRETION, UPON OTHER MATTERS ISSUER YES AGAINST AGAINST
THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS THEREOF.

SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
VANGUARD VARIABLE INSURANCE FUND
By: /s/John J. Brennan
(Heidi Stam)
John J. Brennan*
Chairman & Chief Executive
Date: August 31, 2006
* By Power of Attorney. Filed on December 20, 2004, see File Number 002-14336.
Incorporated by Reference.