variableinsurancefunds0145.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD

REGISTERED MANAGEMENT INVESTMENT COMPANIES

INVESTMENT COMPANY ACT FILE NUMBER: 811-5962

NAME OF REGISTRANT: VANGUARD VARIABLE INSURANCE FUNDS

ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482

NAME AND ADDRESS OF AGENT FOR SERVICE: HEIDI STAM

PO BOX 876

VALLEY FORGE, PA 19482

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000

DATE OF FISCAL YEAR END: DECEMBER 31

DATE OF REPORTING PERIOD: JULY 1, 2010 - JUNE 30, 2011

FUND: VANGUARD VARIABLE INSURANCE FUND-DIVERSIFIED VALUE PORTFOLIO

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

ISSUER: ALTRIA GROUP, INC.

TICKER: MO CUSIP: 02209S103

MEETING DATE: 5/19/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR ELIZABETH E. BAILEY ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR GERALD L. BALILES ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JOHN T. CASTEEN III ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR DINYAR S. DEVITRE ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR THOMAS F. FARRELL II ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR THOMAS W. JONES ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR GEORGE MUNOZ ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR NABIL Y. SAKKAB ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR MICHAEL E. SZYMANCZYK ISSUER YES FOR FOR

PROPOSAL #10: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #11: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #12: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR N/A

PROPOSAL #13: CEASE PRODUCTION OF FLAVORED TOBACCO SHAREHOLDER YES AGAINST FOR

PRODUCTS

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

ISSUER: AMERICAN EXPRESS COMPANY

TICKER: AXP CUSIP: 025816109

MEETING DATE: 5/2/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR DANIEL F. AKERSON ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR CHARLENE BARSHEFSKY ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR URSULA M. BURNS ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR KENNETH I. CHENAULT ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR PETER CHERNIN ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR THEODORE J. LEONSIS ISSUER YES FOR FOR

PROPOSAL #1.7: DIRECTOR JAN LESCHLY ISSUER YES FOR FOR

PROPOSAL #1.8: DIRECTOR RICHARD C. LEVIN ISSUER YES FOR FOR

PROPOSAL #1.9: DIRECTOR RICHARD A. MCGINN ISSUER YES FOR FOR

PROPOSAL #1.10: DIRECTOR EDWARD D. MILLER ISSUER YES FOR FOR

PROPOSAL #1.11: DIRECTOR STEVEN S. REINEMUND ISSUER YES FOR FOR

PROPOSAL #1.12: DIRECTOR ROBERT D. WALTER ISSUER YES FOR FOR

PROPOSAL #1.13: DIRECTOR RONALD A. WILLIAMS ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #4: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #5: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

PROPOSAL #6: AMEND BYLAWS-- CALL SPECIAL MEETINGS SHAREHOLDER YES AGAINST FOR

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

ISSUER: AT&T INC.

TICKER: T CUSIP: 00206R102

MEETING DATE: 4/29/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR RANDALL L. STEPHENSON ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR GILBERT F. AMELIO ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR REUBEN V. ANDERSON ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR JAMES H. BLANCHARD ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JAIME CHICO PARDO ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR JAMES P. KELLY ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR JON C. MADONNA ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR LYNN M. MARTIN ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR JOHN B. MCCOY ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR JOYCE M. ROCHE ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR MATTHEW K. ROSE ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR LAURA D ANDREA TYSON ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #17: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #18: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #19: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

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

ISSUER: BANK OF AMERICA CORPORATION

TICKER: BAC CUSIP: 060505104

MEETING DATE: 5/11/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR MUKESH D. AMBANI ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR SUSAN S. BIES ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR FRANK P. BRAMBLE, SR. ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR VIRGIS W. COLBERT ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR CHARLES K. GIFFORD ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR CHARLES O. HOLLIDAY, JR. ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR D. PAUL JONES, JR. ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR MONICA C. LOZANO ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR THOMAS J. MAY ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR BRIAN T. MOYNIHAN ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR DONALD E. POWELL ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR CHARLES O. ROSSOTTI ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR ROBERT W. SCULLY ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #16: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #17: DISCLOSE PRIOR GOVERNMENT SERVICE SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #18: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #19: REQUIRE AUDIT COMMITTEE REVIEW AND SHAREHOLDER YES ABSTAIN AGAINST

REPORT ON CONTROLS RELATED TO LOANS, FORECLOSURE AND

SECURITIZATIONS

PROPOSAL #20: REPORT ON LOBBYING EXPENSES SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #21: REPORT ON COLLATERAL IN DERIVATIVES SHAREHOLDER YES ABSTAIN AGAINST

TRADING

PROPOSAL #22: RESTORE OR PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

PROPOSAL #23: CLAW-BACK OF PAYMENTS UNDER RESTATEMENTS SHAREHOLDER YES AGAINST FOR

PROPOSAL #24: PROHIBIT CERTAIN RELOCATION BENEFITS TO SHAREHOLDER YES AGAINST FOR

SENIOR EXECUTIVES

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

ISSUER: BAXTER INTERNATIONAL INC.

TICKER: BAX CUSIP: 071813109

MEETING DATE: 5/3/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR WAYNE T. HOCKMEYER ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR ROBERT L. PARKINSON, JR. ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR THOMAS T. STALLKAMP ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR ALBERT P.L. STROUCKEN ISSUER YES FOR FOR

PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #6: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #7: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #8: APPROVE QUALIFIED EMPLOYEE STOCK ISSUER YES FOR FOR

PURCHASE PLAN

PROPOSAL #9: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #10: AMEND CERTIFICATE OF INCORPORATION TO ISSUER YES FOR FOR

DECLASSIFY THE BOARD AND REDUCE SUPERMAJORITY VOTING

REQUIREMENT

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

ISSUER: BRISTOL-MYERS SQUIBB COMPANY

TICKER: BMY CUSIP: 110122108

MEETING DATE: 5/3/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR L. ANDREOTTI ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR L.B. CAMPBELL ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR J.M. CORNELIUS ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR L.J. FREEH ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR L.H. GLIMCHER ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR M. GROBSTEIN ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR L. JOHANSSON ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR A.J. LACY ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR V.L. SATO ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR E. SIGAL ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR T.D. WEST, JR. ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR R.S. WILLIAMS ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #16: INCREASE DISCLOSURE OF EXECUTIVE SHAREHOLDER YES AGAINST FOR

COMPENSATION

PROPOSAL #17: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #18: ADOPT POLICY TO RESTRAIN PHARMACEUTICAL SHAREHOLDER YES ABSTAIN AGAINST

PRICE INCREASES

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

ISSUER: CAPITAL ONE FINANCIAL CORPORATION

TICKER: COF CUSIP: 14040H105

MEETING DATE: 5/11/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR PATRICK W. GROSS ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR ANN FRITZ HACKETT ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR PIERRE E. LEROY ISSUER YES FOR FOR

PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #5: DECLASSIFY THE BOARD OF DIRECTORS ISSUER YES FOR FOR

PROPOSAL #6: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #7: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

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

ISSUER: CARNIVAL CORPORATION

TICKER: CCL CUSIP: 143658300

MEETING DATE: 4/13/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: REELECT MICKY ARISON AS A DIRECTOR OF ISSUER YES FOR FOR

CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC

PROPOSAL #2: REELECT SIR JONATHON BAND AS A DIRECTOR ISSUER YES FOR FOR

OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL

PLC

PROPOSAL #3: REELECT ROBERT H. DICKINSON AS A ISSUER YES FOR FOR

DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF

CARNIVAL PLC

PROPOSAL #4: REELECT ARNOLD W. DONALD AS A DIRECTOR ISSUER YES FOR FOR

OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL

PROPOSAL #5: REELECT PIER LUIGI FOSCHI AS A DIRECTOR ISSUER YES FOR FOR

OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL

PLC

PROPOSAL #6: REELECT HOWARD S. FRANK AS A DIRECTOR OF ISSUER YES FOR FOR

CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL

PROPOSAL #7: REELECT RICHARD J. GLASIER AS A DIRECTOR ISSUER YES FOR FOR

OF CARNIVAL CORPORATION AND AS A DIRECTOR OF

CARNIVAL PLC

PROPOSAL #8: REELECT MODESTO A. MAIDIQUE AS A ISSUER YES FOR FOR

DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF

CARNIVAL PLC

PROPOSAL #9: REELECT SIR JOHN PARKER AS A DIRECTOR OF ISSUER YES FOR FOR

CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL

PROPOSAL #10: REELECT PETER G. RATCLIFFE AS A ISSUER YES FOR FOR

DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF

CARNIVAL PLC

PROPOSAL #11: REELECT STUART SUBOTNICK AS A DIRECTOR ISSUER YES FOR FOR

OF CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL

PLC

PROPOSAL #12: REELECT LAURA WEIL AS A DIRECTOR OF ISSUER YES FOR FOR

CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC

PROPOSAL #13: REELECT RANDALL J. WEISENBURGER AS A ISSUER YES FOR FOR

DIRECTOR OF CARNIVAL CORPORATION AND AS A DIRECTOR OF

CARNIVAL PLC

PROPOSAL #14: REELECT UZI ZUCKER AS A DIRECTOR OF ISSUER YES FOR FOR

CARNIVAL CORPORATION AND AS A DIRECTOR OF CARNIVAL PLC

PROPOSAL #15: REAPPOINT THE UK FIRM OF ISSUER YES FOR FOR

PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS

FOR CARNIVAL PLC AND RATIFY THE U.S. FIRM OF

PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITOR

FOR CARNIVAL CORPORATION

PROPOSAL #16: AUTHORIZE THE AUDIT COMMITTEE OF ISSUER YES FOR FOR

CARNIVAL PLC TO FIX REMUNERATION OF THE INDEPENDENT

AUDITORS OF CARNIVAL PLC

PROPOSAL #17: RECEIVE THE UK ACCOUNTS AND REPORTS OF ISSUER YES FOR FOR

THE DIRECTORS AND AUDITORS OF CARNIVAL PLC FOR THE

YEAR ENDED NOVEMBER 30, 2010

PROPOSAL #18: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #19: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #20: APPROVE REMUNERATION OF EXECUTIVE AND ISSUER YES FOR FOR

NON-EXECUTIVE DIRECTORS

PROPOSAL #21: AUTHORIZE ISSUE OF EQUITY WITH PRE- ISSUER YES FOR FOR

EMPTIVE RIGHTS

PROPOSAL #22: AUTHORIZE ISSUE OF EQUITY WITHOUT PRE- ISSUER YES FOR FOR

EMPTIVE RIGHTS

PROPOSAL #23: AUTHORISE SHARES FOR MARKET PURCHASE ISSUER YES FOR FOR

PROPOSAL #24: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

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

ISSUER: CENTERPOINT ENERGY, INC.

TICKER: CNP CUSIP: 15189T107

MEETING DATE: 4/21/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR DONALD R. CAMPBELL ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR MILTON CARROLL ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR O. HOLCOMBE CROSSWELL ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR MICHAEL P. JOHNSON ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JANIECE M. LONGORIA ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR DAVID M. MCCLANAHAN ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR SUSAN O. RHENEY ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR R. A. WALKER ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR PETER S. WAREING ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR SHERMAN M. WOLFF ISSUER YES FOR FOR

PROPOSAL #11: RATIFY THE APPOINTMENT OF DELOITTE & ISSUER YES FOR FOR

TOUCHE LLP AS INDEPENDENTAUDITORS FOR 2011.

PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #13: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #14: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #15: AMEND NON-EMPLOYEE DIRECTOR RESTRICTED ISSUER YES FOR FOR

STOCK PLAN

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

ISSUER: CITIGROUP INC.

TICKER: C CUSIP: 172967101

MEETING DATE: 4/21/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR ALAIN J.P. BELDA ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR TIMOTHY C. COLLINS ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JERRY A. GRUNDHOFER ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR ROBERT L. JOSS ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR MICHAEL E. O'NEILL ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR VIKRAM S. PANDIT ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR RICHARD D. PARSONS ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR LAWRENCE R. RICCIARDI ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR JUDITH RODIN ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR ROBERT L. RYAN ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR ANTHONY M. SANTOMERO ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR DIANA L. TAYLOR ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR WILLIAM S. THOMPSON, JR. ISSUER YES FOR FOR

PROPOSAL #14: ELECT DIRECTOR ERNESTO ZEDILLO ISSUER YES FOR FOR

PROPOSAL #15: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #16: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #17: APPROVE EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #18: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #19: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #20: APPROVE REVERSE STOCK SPLIT ISSUER YES FOR FOR

PROPOSAL #21: AFFIRM POLITICAL NON-PARTISANSHIP SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #22: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #23: REPORT ON RESTORING TRUST AND SHAREHOLDER YES ABSTAIN AGAINST

CONFIDENCE IN THE FINANCIAL SYSTEM

PROPOSAL #24: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #25: REQUIRE AUDIT COMMITTEE REVIEW AND SHAREHOLDER YES ABSTAIN AGAINST

REPORT ON CONTROLS RELATED TO LOANS, FORECLOSURE AND

SECURITIZATIONS

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

ISSUER: CONOCOPHILLIPS

TICKER: COP CUSIP: 20825C104

MEETING DATE: 5/11/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR RICHARD L. ARMITAGE ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR RICHARD H. AUCHINLECK ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JAMES E. COPELAND, JR. ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR KENNETH M. DUBERSTEIN ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR RUTH R. HARKIN ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR HAROLD W. MCGRAW III ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR JAMES J. MULVA ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR ROBERT A. NIBLOCK ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR HARALD J. NORVIK ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR WILLIAM K. REILLY ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR VICTORIA J. TSCHINKEL ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR KATHRYN C. TURNER ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR WILLIAM E. WADE, JR. ISSUER YES FOR FOR

PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR N/A

PROPOSAL #17: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #18: AMEND EEO POLICY TO PROHIBIT SHAREHOLDER YES ABSTAIN AGAINST

DISCRIMINATION BASED ON GENDER IDENTITY

PROPOSAL #19: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #20: REPORT ON LOBBYING EXPENSES SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #21: REPORT ON ACCIDENT RISK REDUCTION SHAREHOLDER YES ABSTAIN AGAINST

EFFORTS

PROPOSAL #22: ADOPT POLICY TO ADDRESS COASTAL SHAREHOLDER YES ABSTAIN AGAINST

LOUISIANA ENVIRONMENTAL IMPACTS

PROPOSAL #23: ADOPT QUANTITATIVE GHG GOALS FOR SHAREHOLDER YES ABSTAIN AGAINST

PRODUCTS AND OPERATIONS

PROPOSAL #24: REPORT ON FINANCIAL RISKS OF CLIMATE SHAREHOLDER YES ABSTAIN AGAINST

CHANGE

PROPOSAL #25: REPORT ON ENVIRONMENTAL IMPACT OF OIL SHAREHOLDER YES ABSTAIN AGAINST

SANDS OPERATIONS IN CANADA

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

ISSUER: COOPER INDUSTRIES PLC

TICKER: CBE CUSIP: G24140108

MEETING DATE: 5/2/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT LINDA A. HILL AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #2: ELECT JAMES J. POSTL AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3: ELECT MARK S. THOMPSON AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #4: ACCEPT FINANCIAL STATEMENTS AND ISSUER YES FOR FOR

STATUTORY REPORTS

PROPOSAL #5: APPROVE ERNST & YOUNG AS AUDITORS AND ISSUER YES FOR FOR

AUTHORIZE THE AUDIT COMMITTEE TO FIX THEIR

PROPOSAL #6: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #7: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #8: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #9: AUTHORIZE SHARE REPURCHASE BY ANY ISSUER YES FOR FOR

SUBSIDIARY OF THE COMPANY

PROPOSAL #10: AUTHORIZE THE REISSUE PRICE RANGE OF ISSUER YES FOR FOR

TREASURY SHARES

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

ISSUER: CVS CAREMARK CORPORATION

TICKER: CVS CUSIP: 126650100

MEETING DATE: 5/11/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR EDWIN M. BANKS ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR C. DAVID BROWN II ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR DAVID W. DORMAN ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR ANNE M. FINUCANE ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR KRISTEN GIBNEY WILLIAMS ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR MARIAN L. HEARD ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR LARRY J. MERLO ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR JEAN-PIERRE MILLON ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR TERRENCE MURRAY ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR C.A. LANCE PICCOLO ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR RICHARD J. SWIFT ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR TONY L. WHITE ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #16: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #17: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

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

ISSUER: DIAGEO PLC

TICKER: DEO CUSIP: 25243Q205

MEETING DATE: 10/14/2010 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: REPORT AND ACCOUNTS 2010. ISSUER YES FOR FOR

PROPOSAL #02: DIRECTORS' REMUNERATION REPORT 2010. ISSUER YES FOR FOR

PROPOSAL #03: DECLARATION OF FINAL DIVIDEND. ISSUER YES FOR FOR

PROPOSAL #04: RE-ELECTION OF PB BRUZELIUS AS A ISSUER YES FOR FOR

DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE)

PROPOSAL #05: RE-ELECTION OF LM DANON AS A DIRECTOR. ISSUER YES FOR FOR

(AUDIT, NOMINATION & REMUNERATION COMMITTEE)

PROPOSAL #06: RE-ELECTION OF BD HOLDEN AS A DIRECTOR. ISSUER YES FOR FOR

(AUDIT, NOMINATION & REMUNERATION COMMITTEE)

PROPOSAL #07: RE-ELECTION OF LORD HOLLICK AS A ISSUER YES FOR FOR

DIRECTOR. (AUDIT, NOMINATION & REMUNERATION (CHAIRMAN

OF THE COMMITTEE) COMMITTEE)

PROPOSAL #08: RE-ELECTION OF DR FB HUMER AS A ISSUER YES FOR FOR

DIRECTOR. (CHAIRMAN OF THE NOMINATION COMMITTEE)

PROPOSAL #09: RE-ELECTION OF PG SCOTT AS A DIRECTOR. ISSUER YES FOR FOR

(AUDIT (CHAIRMAN OF THE COMMITTEE), NOMINATION &

REMUNERATION COMMITTEE)

PROPOSAL #10: RE-ELECTION OF HT STITZER AS A ISSUER YES FOR FOR

DIRECTOR. (AUDIT, NOMINATION & REMUNERATION COMMITTEE)

PROPOSAL #11: RE-ELECTION OF PA WALKER AS A DIRECTOR. ISSUER YES FOR FOR

(AUDIT, NOMINATION & REMUNERATION COMMITTEE)

PROPOSAL #12: RE-ELECTION OF PS WALSH AS A DIRECTOR. ISSUER YES FOR FOR

(CHAIRMAN OF THE EXECUTIVE COMMITTEE)

PROPOSAL #13: ELECTION OF LORD DAVIES AS A DIRECTOR. ISSUER YES FOR FOR

(AUDIT, NOMINATION & REMUNERATION COMMITTEE)

PROPOSAL #14: ELECTION OF DA MAHLAN AS A DIRECTOR. ISSUER YES FOR FOR

(EXECUTIVE COMMITTEE)

PROPOSAL #15: RE-APPOINTMENT OF AUDITOR. ISSUER YES FOR FOR

PROPOSAL #16: REMUNERATION OF AUDITOR. ISSUER YES FOR FOR

PROPOSAL #17: AUTHORITY TO ALLOT SHARES. ISSUER YES FOR FOR

PROPOSAL #18: DISAPPLICATION OF PRE-EMPTION RIGHTS. ISSUER YES FOR FOR

PROPOSAL #19: AUTHORITY TO PURCHASE OWN ORDINARY ISSUER YES FOR FOR

SHARES.

PROPOSAL #20: AUTHORITY TO MAKE POLITICAL DONATIONS ISSUER YES FOR FOR

AND/OR TO INCUR POLITICAL EXPENDITURE IN THE EU.

PROPOSAL #21: AMENDMENT OF THE DIAGEO PLC 2001 SHARE ISSUER YES FOR FOR

INCENTIVE PLAN.

PROPOSAL #22: ADOPTION OF THE DIAGEO PLC 2010 ISSUER YES FOR FOR

SHARESAVE PLAN.

PROPOSAL #23: AUTHORITY TO ESTABLISH INTERNATIONAL ISSUER YES FOR FOR

SHARE PLANS.

PROPOSAL #24: REDUCED NOTICE OF A GENERAL MEETING ISSUER YES FOR FOR

OTHER THAN AN ANNUAL GENERAL MEETING.

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

ISSUER: DOMINION RESOURCES, INC.

TICKER: D CUSIP: 25746U109

MEETING DATE: 5/12/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR WILLIAM P. BARR ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR PETER W. BROWN ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR GEORGE A. DAVIDSON, JR. ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR HELEN E. DRAGAS ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR THOMAS F. FARRELL II ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR JOHN W. HARRIS ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR ROBERT S. JEPSON, JR. ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR MARK J. KINGTON ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR MARGARET A. MCKENNA ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR FRANK S. ROYAL ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR ROBERT H. SPILMAN, JR. ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR DAVID A. WOLLARD ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #16: REPORT ON COAL USE FROM MOUNTAINTOP SHAREHOLDER YES ABSTAIN AGAINST

REMOVAL MINING

PROPOSAL #17: ADOPT RENEWABLE ENERGY PRODUCTION GOAL SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #18: REPORT ON FINANCIAL RISKS OF COAL SHAREHOLDER YES ABSTAIN AGAINST

RELIANCE

PROPOSAL #19: INVEST IN RENEWABLE ENERGY AND STOP SHAREHOLDER YES ABSTAIN AGAINST

CONSTRUCTION OF NUCLEAR REACTOR

PROPOSAL #20: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

PROPOSAL #21: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #22: SUBMIT SERP TO SHAREHOLDER VOTE SHAREHOLDER YES AGAINST FOR

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

ISSUER: E. I. DU PONT DE NEMOURS AND COMPANY

TICKER: DD CUSIP: 263534109

MEETING DATE: 4/27/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR RICHARD H. BROWN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR ROBERT A. BROWN ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR BERTRAND P. COLLOMB ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR CURTIS J. CRAWFORD ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR ALEXANDER M. CUTLER ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ELEUTHERE I. DU PONT ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR MARILLYN A. HEWSON ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR LOIS D. JULIBER ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR ELLEN J. KULLMAN ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR WILLIAM K. REILLY ISSUER YES FOR FOR

PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #12: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #13: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #14: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #15: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #16: REPORT ON GENETICALLY ENGINEERED SEED SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #17: REPORT ON PAY DISPARITY SHAREHOLDER YES AGAINST FOR

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

ISSUER: ENTERGY CORPORATION

TICKER: ETR CUSIP: 29364G103

MEETING DATE: 5/6/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR MAUREEN SCANNELL BATEMAN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR GARY W. EDWARDS ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR ALEXIS M. HERMAN ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR DONALD C. HINTZ ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR J. WAYNE LEONARD ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR STUART L. LEVENICK ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR BLANCHE L. LINCOLN ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR STEWART C. MYERS ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR WILLIAM A. PERCY, II ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR W.J. TAUZIN ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR STEVEN V. WILKINSON ISSUER YES FOR FOR

PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #13: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #14: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #15: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

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

ISSUER: FRONTIER COMMUNICATIONS CORPORATION

TICKER: FTR CUSIP: 35906A108

MEETING DATE: 5/12/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR LEROY T. BARNES, JR. ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR PETER C.B. BYNOE ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR JERI B. FINARD ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR EDWARD FRAIOLI ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR JAMES S. KAHAN ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR PAMELA D.A. REEVE ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR HOWARD L. SCHROTT ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR LARRAINE D. SEGIL ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR MARK SHAPIRO ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR MYRON A. WICK, III ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR MARY AGNES WILDEROTTER ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #4: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

PROPOSAL #5: RATIFY AUDITORS ISSUER YES FOR FOR

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

ISSUER: GENERAL ELECTRIC COMPANY

TICKER: GE CUSIP: 369604103

MEETING DATE: 4/27/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR W. GEOFFREY BEATTIE ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR JAMES I. CASH, JR. ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR ANN M. FUDGE ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR SUSAN HOCKFIELD ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JEFFREY R. IMMELT ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ANDREA JUNG ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR ALAN G. LAFLEY ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR ROBERT W. LANE ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR RALPH S. LARSEN ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR ROCHELLE B. LAZARUS ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR JAMES J. MULVA ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR SAM NUNN ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR ROGER S. PENSKE ISSUER YES FOR FOR

PROPOSAL #14: ELECT DIRECTOR ROBERT J. SWIERINGA ISSUER YES FOR FOR

PROPOSAL #15: ELECT DIRECTOR JAMES S. TISCH ISSUER YES FOR FOR

PROPOSAL #16: ELECT DIRECTOR DOUGLAS A. WARNER III ISSUER YES FOR FOR

PROPOSAL #17: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #18: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #19: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #20: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

PROPOSAL #21: PERFORMANCE-BASED EQUITY AWARDS SHAREHOLDER YES AGAINST FOR

PROPOSAL #22: WITHDRAW STOCK OPTIONS GRANTED TO SHAREHOLDER YES AGAINST FOR

EXECUTIVE OFFICERS

PROPOSAL #23: REPORT ON CLIMATE CHANGE BUSINESS RISK SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #24: REPORT ON ANIMAL TESTING AND PLANS FOR SHAREHOLDER YES ABSTAIN AGAINST

REDUCTION

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

ISSUER: HEWLETT-PACKARD COMPANY

TICKER: HPQ CUSIP: 428236103

MEETING DATE: 3/23/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: M.L. ANDREESSEN ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: L. APOTHEKER ISSUER YES FOR FOR

PROPOSAL #1C: ELECTION OF DIRECTOR: L.T. BABBIO, JR. ISSUER YES FOR FOR

PROPOSAL #1D: ELECTION OF DIRECTOR: S.M. BALDAUF ISSUER YES FOR FOR

PROPOSAL #1E: ELECTION OF DIRECTOR: S. BANERJI ISSUER YES FOR FOR

PROPOSAL #1F: ELECTION OF DIRECTOR: R.L. GUPTA ISSUER YES FOR FOR

PROPOSAL #1G: ELECTION OF DIRECTOR: J.H. HAMMERGREN ISSUER YES FOR FOR

PROPOSAL #1H: ELECTION OF DIRECTOR: R.J. LANE ISSUER YES FOR FOR

PROPOSAL #1I: ELECTION OF DIRECTOR: G.M. REINER ISSUER YES FOR FOR

PROPOSAL #1J: ELECTION OF DIRECTOR: P.F. RUSSO ISSUER YES FOR FOR

PROPOSAL #1K: ELECTION OF DIRECTOR: D. SENEQUIER ISSUER YES FOR FOR

PROPOSAL #1L: ELECTION OF DIRECTOR: G.K. THOMPSON ISSUER YES FOR FOR

PROPOSAL #1M: ELECTION OF DIRECTOR: M.C. WHITMAN ISSUER YES FOR FOR

PROPOSAL #02: RATIFICATION OF THE APPOINTMENT OF THE ISSUER YES FOR FOR

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE

FISCAL YEAR ENDING OCTOBER 31, 2011.

PROPOSAL #03: ADVISORY VOTE ON EXECUTIVE COMPENSATION. ISSUER YES FOR FOR

PROPOSAL #04: ADVISORY VOTE ON THE FREQUENCY OF ISSUER YES ONE YEAR FOR

HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE

COMPENSATION.

PROPOSAL #05: APPROVAL OF THE HEWLETT-PACKARD COMPANY ISSUER YES FOR FOR

2011 EMPLOYEE STOCK PURCHASE PLAN.

PROPOSAL #06: APPROVAL OF AN AMENDMENT TO THE ISSUER YES FOR FOR

HEWLETT-PACKARD COMPANY 2005 PAY-FOR-RESULTS PLAN TO

EXTEND THE TERM OF THE PLAN.

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

ISSUER: HONEYWELL INTERNATIONAL INC.

TICKER: HON CUSIP: 438516106

MEETING DATE: 4/25/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR GORDON M. BETHUNE ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR KEVIN BURKE ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JAIME CHICO PARDO ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR DAVID M. COTE ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR D. SCOTT DAVIS ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR LINNET F. DEILY ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR JUDD GREGG ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR CLIVE R. HOLLICK ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR GEORGE PAZ ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR BRADLEY T. SHEARES ISSUER YES FOR FOR

PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #13: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #14: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #15: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #16: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #17: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

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

ISSUER: ILLINOIS TOOL WORKS INC.

TICKER: ITW CUSIP: 452308109

MEETING DATE: 5/6/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR SUSAN CROWN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR DON H. DAVIS, JR. ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR ROBERT C. MCCORMACK ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR ROBERT S. MORRISON ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JAMES A. SKINNER ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR DAVID B. SMITH, JR. ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR DAVID B. SPEER ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR PAMELA B. STROBEL ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR KEVIN M. WARREN ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR ANRE D. WILLIAMS ISSUER YES FOR FOR

PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #13: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #14: APPROVE EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #15: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

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

ISSUER: IMPERIAL TOBACCO GROUP PLC

TICKER: ITYBY CUSIP: 453142101

MEETING DATE: 2/2/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: TO RECEIVE THE ACCOUNTS FOR THE ISSUER YES FOR FOR

FINANCIAL YEAR ENDED 30 SEPTEMBER 2010 TOGETHER WITH

THE DIRECTORS' AND AUDITOR'S REPORTS.

PROPOSAL #02: TO RECEIVE AND APPROVE THE DIRECTORS' ISSUER YES FOR FOR

REMUNERATION REPORT FOR THE FINANCIAL YEAR ENDED 30

SEPTEMBER 2010 TOGETHER WITH THE AUDITOR'S REPORT.

PROPOSAL #03: TO DECLARE A FINAL DIVIDEND FOR THE ISSUER YES FOR FOR

FINANCIAL YEAR ENDED 30 SEPTEMBER 2010 OF 60.0 PENCE

PER ORDINARY SHARE OF 10 PENCE PAYABLE ON 18 FEBRUARY

2011 TO THOSE SHAREHOLDERS ON THE REGISTER AT THE

CLOSE OF BUSINESS ON 21 JANUARY 2011.

PROPOSAL #04: TO RE-ELECT DR K M BURNETT AS A ISSUER YES FOR FOR

DIRECTOR OF THE COMPANY.

PROPOSAL #05: TO RE-ELECT MRS A J COOPER AS A ISSUER YES FOR FOR

DIRECTOR OF THE COMPANY.

PROPOSAL #06: TO RE-ELECT MR R DYRBUS AS A DIRECTOR ISSUER YES FOR FOR

OF THE COMPANY.

PROPOSAL #07: TO RE-ELECT MR M H C HERLIHY AS A ISSUER YES FOR FOR

DIRECTOR OF THE COMPANY.

PROPOSAL #08: TO RE-ELECT DR P H JUNGELS AS A ISSUER YES FOR FOR

DIRECTOR OF THE COMPANY.

PROPOSAL #09: TO RE-ELECT MS S E MURRAY AS A DIRECTOR ISSUER YES FOR FOR

OF THE COMPANY.

PROPOSAL #10: TO RE-ELECT MR I J G NAPIER AS A ISSUER YES FOR FOR

DIRECTOR OF THE COMPANY.

PROPOSAL #11: TO RE-ELECT MR B SETRAKIAN AS A ISSUER YES AGAINST AGAINST

DIRECTOR OF THE COMPANY.

PROPOSAL #12: TO RE-ELECT MR M D WILLIAMSON AS A ISSUER YES FOR FOR

DIRECTOR OF THE COMPANY.

PROPOSAL #13: TO REAPPOINT PRICEWATERHOUSECOOPERS LLP ISSUER YES FOR FOR

AS AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE

CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH

ACCOUNTS ARE LAID BEFORE THE COMPANY.

PROPOSAL #14: TO AUTHORISE THE DIRECTORS TO SET THE ISSUER YES FOR FOR

REMUNERATION OF THE AUDITORS.

PROPOSAL #O15: APPROVAL OF RESOLUTION #15 AS ORDINARY ISSUER YES FOR FOR

RESOLUTION AS SET FORTH IN THE COMPANY'S NOTICE OF

MEETING.

PROPOSAL #O16: APPROVAL OF RESOLUTION #16 AS ORDINARY ISSUER YES FOR FOR

RESOLUTION AS SET FORTH IN THE COMPANY'S NOTICE OF

MEETING.

PROPOSAL #O17: APPROVAL OF RESOLUTION #17 AS ORDINARY ISSUER YES FOR FOR

RESOLUTION AS SET FORTH IN THE COMPANY'S NOTICE OF

MEETING.

PROPOSAL #S18: APPROVAL OF RESOLUTION #18 AS SPECIAL ISSUER YES FOR FOR

RESOLUTION AS SET FORTH IN THE COMPANY'S NOTICE OF

MEETING.

PROPOSAL #S19: APPROVAL OF RESOLUTION #19 AS SPECIAL ISSUER YES FOR FOR

RESOLUTION AS SET FORTH IN THE COMPANY'S NOTICE OF

MEETING.

PROPOSAL #S20: APPROVAL OF RESOLUTION #20 AS SPECIAL ISSUER YES FOR FOR

RESOLUTION AS SET FORTH IN THE COMPANY'S NOTICE OF

MEETING.

PROPOSAL #S21: APPROVAL OF RESOLUTION #21 AS SPECIAL ISSUER YES FOR FOR

RESOLUTION AS SET FORTH IN THE COMPANY'S NOTICE OF

MEETING.

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

ISSUER: INTEL CORPORATION

TICKER: INTC CUSIP: 458140100

MEETING DATE: 5/19/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR CHARLENE BARSHEFSKY ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR SUSAN L. DECKER ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR JOHN J. DONAHOE ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR REED E. HUNDT ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR PAUL S. OTELLINI ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR JAMES D. PLUMMER ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR DAVID S. POTTRUCK ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR JANE E. SHAW ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR FRANK D. YEARY ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR DAVID B. YOFFIE ISSUER YES FOR FOR

PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #12: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #13: AMEND QUALIFIED EMPLOYEE STOCK PURCHASE ISSUER YES FOR FOR

PLAN

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR N/A

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

ISSUER: INTERNATIONAL BUSINESS MACHINES CORPORATION

TICKER: IBM CUSIP: 459200101

MEETING DATE: 4/26/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR A. J. P. BELDA ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR W. R. BRODY ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR K. I. CHENAULT ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR M. L. ESKEW ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR S. A. JACKSON ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR A. N. LIVERIS ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR W. J. MCNERNEY, JR. ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR J. W. OWENS ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR S. J. PALMISANO ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR J. E. SPERO ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR S. TAUREL ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR L. H. ZAMBRANO ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #16: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

PROPOSAL #17: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #18: REPORT ON LOBBYING EXPENSES SHAREHOLDER YES ABSTAIN AGAINST

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

ISSUER: ITT CORPORATION

TICKER: ITT CUSIP: 450911102

MEETING DATE: 5/10/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR STEVEN R. LORANGER ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR CURTIS J. CRAWFORD ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR CHRISTINA A. GOLD ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR RALPH F. HAKE ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR JOHN J. HAMRE ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR PAUL J. KERN ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR FRANK T. MACINNIS ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR SURYA N. MOHAPATRA ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR LINDA S. SANFORD ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR MARKOS I. TAMBAKERAS ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: APPROVE OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #4: PROVIDE RIGHT TO CALL SPECIAL MEETING ISSUER YES FOR FOR

PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #6: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #7: AMEND HUMAN RIGHTS POLICIES SHAREHOLDER YES ABSTAIN AGAINST

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

ISSUER: JOHNSON & JOHNSON

TICKER: JNJ CUSIP: 478160104

MEETING DATE: 4/28/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR MARY SUE COLEMAN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR JAMES G. CULLEN ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR IAN E.L. DAVIS ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR MICHAEL M.E. JOHNS ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR SUSAN L. LINDQUIST ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ANNE M. MULCAHY ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR LEO F. MULLIN ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR WILLIAM D. PEREZ ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR CHARLES PRINCE ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR DAVID SATCHER ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR WILLIAM C. WELDON ISSUER YES FOR FOR

PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #13: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #14: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #15: ADOPT POLICY TO RESTRAIN PHARMACEUTICAL SHAREHOLDER YES ABSTAIN AGAINST

PRICE INCREASES

PROPOSAL #16: AMEND EEO POLICY TO PROHIBIT SHAREHOLDER YES ABSTAIN AGAINST

DISCRIMINATION BASED ON APPLICANT'S HEALTH STATUS

PROPOSAL #17: ADOPT ANIMAL-FREE TRAINING METHODS SHAREHOLDER YES ABSTAIN AGAINST

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

ISSUER: JPMORGAN CHASE & CO.

TICKER: JPM CUSIP: 46625H100

MEETING DATE: 5/17/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR CRANDALL C. BOWLES ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR STEPHEN B. BURKE ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR DAVID M. COTE ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR JAMES S. CROWN ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JAMES DIMON ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ELLEN V. FUTTER ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR WILLIAM H. GRAY, III ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR LABAN P. JACKSON, JR. ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR DAVID C. NOVAK ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR LEE R. RAYMOND ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR WILLIAM C. WELDON ISSUER YES FOR FOR

PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #13: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #14: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #15: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #16: AFFIRM POLITICAL NON-PARTISANSHIP SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #17: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #18: REPORT ON LOAN MODIFICATIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #19: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #20: INSTITUTE PROCEDURES TO PREVENT SHAREHOLDER YES ABSTAIN AGAINST

INVESTMENTS IN COMPANIES THAT CONTRIBUTE TO GENOCIDE

OR CRIMES AGAINST HUMANITY

PROPOSAL #21: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

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

ISSUER: MICROSOFT CORPORATION

TICKER: MSFT CUSIP: 594918104

MEETING DATE: 11/16/2010 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #01: ELECTION OF DIRECTOR: STEVEN A. BALLMER ISSUER YES FOR FOR

PROPOSAL #02: ELECTION OF DIRECTOR: DINA DUBLON ISSUER YES FOR FOR

PROPOSAL #03: ELECTION OF DIRECTOR: WILLIAM H. GATES ISSUER YES FOR FOR

III

PROPOSAL #04: ELECTION OF DIRECTOR: RAYMOND V. ISSUER YES FOR FOR

GILMARTIN

PROPOSAL #05: ELECTION OF DIRECTOR: REED HASTINGS ISSUER YES FOR FOR

PROPOSAL #06: ELECTION OF DIRECTOR: MARIA M. KLAWE ISSUER YES FOR FOR

PROPOSAL #07: ELECTION OF DIRECTOR: DAVID F. MARQUARDT ISSUER YES FOR FOR

PROPOSAL #08: ELECTION OF DIRECTOR: CHARLES H. NOSKI ISSUER YES FOR FOR

PROPOSAL #09: ELECTION OF DIRECTOR: HELMUT PANKE ISSUER YES FOR FOR

PROPOSAL #10: RATIFICATION OF THE SELECTION OF ISSUER YES FOR FOR

DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT

AUDITOR

PROPOSAL #11: SHAREHOLDER PROPOSAL - ESTABLISHMENT OF SHAREHOLDER YES ABSTAIN AGAINST

BOARD COMMITTEE ON ENVIRONMENTAL SUSTAINABILITY

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

ISSUER: NOKIA CORPORATION

TICKER: NOK CUSIP: 654902204

MEETING DATE: 5/3/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #07: ADOPTION OF THE ANNUAL ACCOUNTS. ISSUER YES FOR FOR

PROPOSAL #08: RESOLUTION ON THE USE OF THE PROFIT ISSUER YES FOR FOR

SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF

PROPOSAL #09: RESOLUTION ON THE DISCHARGE OF THE ISSUER YES FOR FOR

MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT

FROM LIABILITY.

PROPOSAL #10: RESOLUTION ON THE REMUNERATION OF THE ISSUER YES FOR FOR

MEMBERS OF THE BOARD OF DIRECTORS.

PROPOSAL #11: RESOLUTION ON THE NUMBER OF MEMBERS OF ISSUER YES FOR FOR

THE BOARD OF DIRECTORS.

PROPOSAL #12.1: ELECT DIRECTOR STEPHEN ELOP ISSUER YES FOR FOR

PROPOSAL #12.2: ELECT DIRECTOR DR. BENGT HOLMSTROM ISSUER YES FOR FOR

PROPOSAL #12.3: ELECT DIRECTOR PROF. DR. H. KAGERMANN ISSUER YES FOR FOR

PROPOSAL #12.4: ELECT DIRECTOR PER KARLSSON ISSUER YES FOR FOR

PROPOSAL #12.5: ELECT DIRECTOR JOUKO KARVINEN ISSUER YES FOR FOR

PROPOSAL #12.6: ELECT DIRECTOR HELGE LUND ISSUER YES FOR FOR

PROPOSAL #12.7: ELECT DIRECTOR ISABEL MAREY-SEMPER ISSUER YES FOR FOR

PROPOSAL #12.8: ELECT DIRECTOR JORMA OLLILA ISSUER YES FOR FOR

PROPOSAL #12.9: ELECT DIRECTOR DAME MARJORIE SCARDINO ISSUER YES FOR FOR

PROPOSAL #12.10: ELECT DIRECTOR RISTO SIILASMAA ISSUER YES FOR FOR

PROPOSAL #12.11: ELECT DIRECTOR KARI STADIGH ISSUER YES FOR FOR

PROPOSAL #13: RESOLUTION ON THE REMUNERATION OF THE ISSUER YES FOR FOR

AUDITOR.

PROPOSAL #14: ELECTION OF AUDITOR. ISSUER YES FOR FOR

PROPOSAL #15: AUTHORIZING THE BOARD OF DIRECTORS TO ISSUER YES FOR FOR

RESOLVE TO REPURCHASE THE COMPANY'S OWN SHARES.

PROPOSAL #16: GRANT OF STOCK OPTIONS TO SELECTED ISSUER YES FOR FOR

PERSONNEL OF NOKIA.

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

ISSUER: OCCIDENTAL PETROLEUM CORPORATION

TICKER: OXY CUSIP: 674599105

MEETING DATE: 5/6/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR SPENCER ABRAHAM ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR HOWARD I. ATKINS ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR STEPHEN I. CHAZEN ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR EDWARD P. DJEREJIAN ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JOHN E. FEICK ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR MARGARET M. FORAN ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR CARLOS M. GUTIERREZ ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR RAY R. IRANI ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR AVEDICK B. POLADIAN ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR RODOLFO SEGOVIA ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR AZIZ D. SYRIANI ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR ROSEMARY TOMICH ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR WALTER L. WEISMAN ISSUER YES FOR FOR

PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR N/A

PROPOSAL #17: REVIEW POLITICAL EXPENDITURES AND SHAREHOLDER YES ABSTAIN AGAINST

PROCESSES

PROPOSAL #18: REQUEST DIRECTOR NOMINEE WITH SHAREHOLDER YES ABSTAIN AGAINST

ENVIRONMENTAL QUALIFICATIONS

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

ISSUER: PFIZER INC.

TICKER: PFE CUSIP: 717081103

MEETING DATE: 4/28/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR DENNIS A. AUSIELLO ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR MICHAEL S. BROWN ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR M. ANTHONY BURNS ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR W. DON CORNWELL ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR FRANCES D. FERGUSSON ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR WILLIAM H. GRAY III ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR CONSTANCE J. HORNER ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR JAMES M. KILTS ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR GEORGE A. LORCH ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR JOHN P. MASCOTTE ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR SUZANNE NORA JOHNSON ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR IAN C. READ ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR STEPHEN W. SANGER ISSUER YES FOR FOR

PROPOSAL #14: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #17: PUBLISH POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #18: REPORT ON PUBLIC POLICY ADVOCACY PROCESS SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #19: ADOPT POLICY TO RESTRAIN PHARMACEUTICAL SHAREHOLDER YES ABSTAIN AGAINST

PRICE INCREASES

PROPOSAL #20: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #21: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #22: REPORT ON ANIMAL TESTING AND PLANS FOR SHAREHOLDER YES ABSTAIN AGAINST

REDUCTION

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

ISSUER: PHILIP MORRIS INTERNATIONAL INC.

TICKER: PM CUSIP: 718172109

MEETING DATE: 5/11/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR HAROLD BROWN ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR MATHIS CABIALLAVETTA ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR LOUIS C. CAMILLERI ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR J. DUDLEY FISHBURN ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR JENNIFER LI ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR GRAHAM MACKAY ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR SERGIO MARCHIONNE ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR LUCIO A. NOTO ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR CARLOS SLIM HELU ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR STEPHEN M. WOLF ISSUER YES FOR FOR

PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #13: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #14: REPORT ON EFFECT OF MARKETING PRACTICES SHAREHOLDER YES ABSTAIN AGAINST

ON THE POOR

PROPOSAL #15: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

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

ISSUER: RAYTHEON COMPANY

TICKER: RTN CUSIP: 755111507

MEETING DATE: 5/26/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR VERNON E. CLARK ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR JOHN M. DEUTCH ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR STEPHEN J. HADLEY ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR FREDERIC M. POSES ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR MICHAEL C. RUETTGERS ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR RONALD L. SKATES ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR WILLIAM R. SPIVEY ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR LINDA G. STUNTZ ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR WILLIAM H. SWANSON ISSUER YES FOR FOR

PROPOSAL #10: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #11: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #12: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #13: PROVIDE RIGHT TO ACT BY WRITTEN CONSENT SHAREHOLDER YES AGAINST FOR

PROPOSAL #14: STOCK RETENTION/HOLDING PERIOD SHAREHOLDER YES AGAINST FOR

PROPOSAL #15: REPORT ON LOBBYING CONTRIBUTIONS AND SHAREHOLDER YES ABSTAIN AGAINST

EXPENSES

PROPOSAL #16: SUBMIT SERP TO SHAREHOLDER VOTE SHAREHOLDER YES AGAINST FOR

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

ISSUER: SERVICE CORPORATION INTERNATIONAL

TICKER: SCI CUSIP: 817565104

MEETING DATE: 5/11/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR THOMAS L. RYAN ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR MALCOLM GILLIS ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR CLIFTON H. MORRIS, JR. ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR W. BLAIR WALTRIP ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #4: AMEND DIRECTOR COMPENSATION PLAN ISSUER YES FOR FOR

PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #6: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR N/A

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

ISSUER: SLM CORPORATION

TICKER: SLM CUSIP: 78442P106

MEETING DATE: 5/19/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR ANN TORRE BATES ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR W.M. DIEFENDERFER III ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR DIANE SUITT GILLELAND ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR EARL A. GOODE ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR RONALD F. HUNT ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ALBERT L. LORD ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR MICHAEL E. MARTIN ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR BARRY A. MUNITZ ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR HOWARD H. NEWMAN ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR A. ALEXANDER PORTER, JR. ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR FRANK C. PULEO ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR WOLFGANG SCHOELLKOPF ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR STEVEN L. SHAPIRO ISSUER YES FOR FOR

PROPOSAL #14: ELECT DIRECTOR J. TERRY STRANGE ISSUER YES FOR FOR

PROPOSAL #15: ELECT DIRECTOR ANTHONY P. TERRACCIANO ISSUER YES FOR FOR

PROPOSAL #16: ELECT DIRECTOR BARRY L. WILLIAMS ISSUER YES FOR FOR

PROPOSAL #17: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #18: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #19: RATIFY AUDITORS ISSUER YES FOR FOR

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

ISSUER: SPECTRA ENERGY CORP

TICKER: SE CUSIP: 847560109

MEETING DATE: 4/19/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR WILLIAM T. ESREY ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR GREGORY L. EBEL ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR AUSTIN A. ADAMS ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR PAUL M. ANDERSON ISSUER YES FOR FOR

PROPOSAL #1.5: ELECT DIRECTOR PAMELA L. CARTER ISSUER YES FOR FOR

PROPOSAL #1.6: ELECT DIRECTOR F. ANTHONY COMPER ISSUER YES FOR FOR

PROPOSAL #1.7: ELECT DIRECTOR PETER B. HAMILTON ISSUER YES FOR FOR

PROPOSAL #1.8: ELECT DIRECTOR DENNIS R. HENDRIX ISSUER YES FOR FOR

PROPOSAL #1.9: ELECT DIRECTOR MICHAEL MCSHANE ISSUER YES FOR FOR

PROPOSAL #1.10: ELECT DIRECTOR JOSEPH H. NETHERLAND ISSUER YES FOR FOR

PROPOSAL #1.11: ELECT DIRECTOR MICHAEL E.J. PHELPS ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #4: AMEND EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #5: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #6: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR AGAINST

PROPOSAL #7: REQUIRE A MAJORITY VOTE FOR THE ELECTION SHAREHOLDER YES AGAINST FOR

OF DIRECTORS

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

ISSUER: STATE STREET CORPORATION

TICKER: STT CUSIP: 857477103

MEETING DATE: 5/18/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR K. BURNES ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR P. COYM ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR P. DE SAINT-AIGNAN ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR A. FAWCETT ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR D. GRUBER ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR L. HILL ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR J. HOOLEY ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR R. KAPLAN ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR C. LAMANTIA ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR R. SERGEL ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR R. SKATES ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR G. SUMME ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR R. WEISSMAN ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #16: APPROVE EXECUTIVE INCENTIVE BONUS PLAN ISSUER YES FOR FOR

PROPOSAL #17: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #18: REPORT ON POLITICAL CONTRIBUTIONS SHAREHOLDER YES ABSTAIN AGAINST

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

ISSUER: SYSCO CORPORATION

TICKER: SYY CUSIP: 871829107

MEETING DATE: 11/12/2010 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1A: ELECTION OF DIRECTOR: JOHN M. CASSADAY ISSUER YES FOR FOR

PROPOSAL #1B: ELECTION OF DIRECTOR: MANUEL A. ISSUER YES FOR FOR

FERNANDEZ

PROPOSAL #1C: ELECTION OF DIRECTOR: HANS-JOACHIM ISSUER YES FOR FOR

KOERBER

PROPOSAL #1D: ELECTION OF DIRECTOR: JACKIE M. WARD ISSUER YES FOR FOR

PROPOSAL #02: TO APPROVE AN AMENDMENT TO THE SYSCO ISSUER YES FOR FOR

CORPORATION 1974 EMPLOYEES' STOCK PURCHASE PLAN TO

RESERVE 5,000,000 ADDITIONAL SHARES OF SYSCO

CORPORATION COMMON STOCK FOR ISSUANCE UNDER THE PLAN.

PROPOSAL #03: TO RATIFY THE APPOINTMENT OF ERNST & ISSUER YES FOR FOR

YOUNG LLP AS SYSCO'S INDEPENDENT ACCOUNTANTS FOR

FISCAL 2011.

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

ISSUER: THE PNC FINANCIAL SERVICES GROUP, INC.

TICKER: PNC CUSIP: 693475105

MEETING DATE: 4/26/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR RICHARD O. BERNDT ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR CHARLES E. BUNCH ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR PAUL W. CHELLGREN ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR KAY COLES JAMES ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR RICHARD B. KELSON ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR BRUCE C. LINDSAY ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR ANTHONY A. MASSARO ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR JANE G. PEPPER ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR JAMES E. ROHR ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR DONALD J. SHEPARD ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR LORENE K. STEFFES ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR DENNIS F. STRIGL ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR THOMAS J. USHER ISSUER YES FOR FOR

PROPOSAL #14: ELECT DIRECTOR GEORGE H. WALLS, JR. ISSUER YES FOR FOR

PROPOSAL #15: ELECT DIRECTOR HELGE H. WEHMEIER ISSUER YES FOR FOR

PROPOSAL #16: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #17: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

PROPOSAL #18: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #19: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

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

ISSUER: VERIZON COMMUNICATIONS INC.

TICKER: VZ CUSIP: 92343V104

MEETING DATE: 5/5/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR RICHARD L. CARRION ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR M. FRANCES KEETH ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR ROBERT W. LANE ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR LOWELL C. MCADAM ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR SANDRA O. MOOSE ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR JOSEPH NEUBAUER ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR DONALD T. NICOLAISEN ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR CLARENCE OTIS, JR. ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR HUGH B. PRICE ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR IVAN G. SEIDENBERG ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR RODNEY E. SLATER ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR JOHN W. SNOW ISSUER YES FOR FOR

PROPOSAL #13: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #14: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #15: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #16: DISCLOSE PRIOR GOVERNMENT SERVICE SHAREHOLDER YES ABSTAIN AGAINST

PROPOSAL #17: PERFORMANCE-BASED EQUITY AWARDS SHAREHOLDER YES AGAINST FOR

PROPOSAL #18: RESTORE OR PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

PROPOSAL #19: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

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

ISSUER: WELLPOINT, INC.

TICKER: WLP CUSIP: 94973V107

MEETING DATE: 5/17/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR ANGELA F. BRALY ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR WARREN Y. JOBE ISSUER YES FOR FOR

PROPOSAL #1.3: ELECT DIRECTOR WILLIAM G. MAYS ISSUER YES FOR FOR

PROPOSAL #1.4: ELECT DIRECTOR WILLIAM J. RYAN ISSUER YES FOR FOR

PROPOSAL #2: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #3a: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR

RELATING TO VOTE REQUIREMENT

PROPOSAL #3b: REDUCE SUPERMAJORITY VOTE REQUIREMENT ISSUER YES FOR FOR

RELATING TO REMOVAL OF DIRECTORS

PROPOSAL #3c: OPT OUT OF STATE'S CONTROL SHARE ISSUER YES FOR FOR

ACQUISITION LAW

PROPOSAL #3d: AMEND ARTICLES OF INCORPORATION TO ISSUER YES FOR FOR

REMOVE CERTAIN OBSOLETE PROVISIONS

PROPOSAL #3e: AMEND ARTICLES OF INCORPORATION TO ISSUER YES FOR FOR

REMOVE OTHER OBSOLETE PROVISIONS AND MAKE CONFORMING

CHANGES

PROPOSAL #4: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #5: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #6: FEASIBILITY STUDY FOR CONVERTING TO SHAREHOLDER YES AGAINST FOR

NONPROFIT STATUS

PROPOSAL #7: REINCORPORATE IN ANOTHER STATE [FROM SHAREHOLDER YES AGAINST FOR

INDIANA TO DELAWARE]

PROPOSAL #8: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

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

ISSUER: WELLS FARGO & COMPANY

TICKER: WFC CUSIP: 949746101

MEETING DATE: 5/3/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECTION DIRECTOR JOHN D. BAKER II ISSUER YES FOR FOR

PROPOSAL #2: ELECTION DIRECTOR JOHN S. CHEN ISSUER YES FOR FOR

PROPOSAL #3: ELECTION DIRECTOR LLOYD H. DEAN ISSUER YES FOR FOR

PROPOSAL #4: ELECTION DIRECTOR SUSAN E. ENGEL ISSUER YES FOR FOR

PROPOSAL #5: ELECTION DIRECTOR ENRIQUE HERNANDEZ, JR. ISSUER YES FOR FOR

PROPOSAL #6: ELECTION DIRECTOR DONALD M. JAMES ISSUER YES FOR FOR

PROPOSAL #7: ELECTION DIRECTOR MACKEY J. MCDONALD ISSUER YES FOR FOR

PROPOSAL #8: ELECTION DIRECTOR CYNTHIA H. MILLIGAN ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR NICHOLAS G. MOORE ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR PHILIP J. QUIGLEY ISSUER YES FOR FOR

PROPOSAL #11: ELECT DIRECTOR JUDITH M. RUNSTAD ISSUER YES FOR FOR

PROPOSAL #12: ELECT DIRECTOR STEPHEN W. SANGER ISSUER YES FOR FOR

PROPOSAL #13: ELECT DIRECTOR JOHN G. STUMPF ISSUER YES FOR FOR

PROPOSAL #14: ELECT DIRECTOR AN G. SWENSON ISSUER YES FOR FOR

PROPOSAL #15: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #16: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #17: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #18: AMEND ARTICLES/BYLAWS/CHARTER -- CALL SHAREHOLDER YES AGAINST FOR

SPECIAL MEETINGS

PROPOSAL #19: PROVIDE FOR CUMULATIVE VOTING SHAREHOLDER YES AGAINST FOR

PROPOSAL #20: REQUIRE INDEPENDENT BOARD CHAIRMAN SHAREHOLDER YES AGAINST FOR

PROPOSAL #21: ADVISORY VOTE TO RATIFY DIRECTORS' SHAREHOLDER YES AGAINST FOR

COMPENSATION

PROPOSAL #22: REQUIRE AUDIT COMMITTEE REVIEW AND SHAREHOLDER YES ABSTAIN AGAINST

REPORT ON CONTROLS RELATED TO LOANS, FORECLOSURE AND

SECURITIZATIONS

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

ISSUER: WYNDHAM WORLDWIDE CORPORATION

TICKER: WYN CUSIP: 98310W108

MEETING DATE: 5/12/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1.1: ELECT DIRECTOR JAMES E. BUCKMAN ISSUER YES FOR FOR

PROPOSAL #1.2: ELECT DIRECTOR GEORGE HERRERA ISSUER YES FOR FOR

PROPOSAL #2: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #3: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #4: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #5: DECLASSIFY THE BOARD OF DIRECTORS SHAREHOLDER YES FOR AGAINST

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

ISSUER: XEROX CORPORATION

TICKER: XRX CUSIP: 984121103

MEETING DATE: 5/26/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT DIRECTOR GLENN A. BRITT ISSUER YES FOR FOR

PROPOSAL #2: ELECT DIRECTOR URSULA M. BURNS ISSUER YES FOR FOR

PROPOSAL #3: ELECT DIRECTOR RICHARD J. HARRINGTON ISSUER YES FOR FOR

PROPOSAL #4: ELECT DIRECTOR WILLIAM CURT HUNTER ISSUER YES FOR FOR

PROPOSAL #5: ELECT DIRECTOR ROBERT J. KEEGAN ISSUER YES FOR FOR

PROPOSAL #6: ELECT DIRECTOR ROBERT A. MCDONALD ISSUER YES FOR FOR

PROPOSAL #7: ELECT DIRECTOR N.J. NICHOLAS, JR. ISSUER YES FOR FOR

PROPOSAL #8: ELECT DIRECTOR CHARLES PRINCE ISSUER YES FOR FOR

PROPOSAL #9: ELECT DIRECTOR ANN N. REESE ISSUER YES FOR FOR

PROPOSAL #10: ELECT DIRECTOR MARY AGNES WILDEROTTER ISSUER YES FOR FOR

PROPOSAL #11: RATIFY AUDITORS ISSUER YES FOR FOR

PROPOSAL #12: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #13: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

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

ISSUER: XL GROUP PLC

TICKER: XL CUSIP: G98290102

MEETING DATE: 5/6/2011 FOR/AGAINST

PROPOSAL: PROPOSED BY VOTED? VOTE CAST MGMT

PROPOSAL #1: ELECT HERBERT N. HAAG AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #2: ELECT MICHAEL S. MCGAVICK AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #3: ELECT ELLEN E. THROWER AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #4: ELECT JOHN M. VEREKER AS DIRECTOR ISSUER YES FOR FOR

PROPOSAL #5: RATIFY PRICEWATERHOUSECOOPERS LLP AS ISSUER YES FOR FOR

AUDITORS

PROPOSAL #6: ADVISORY VOTE TO RATIFY NAMED EXECUTIVE ISSUER YES FOR FOR

OFFICERS' COMPENSATION

PROPOSAL #7: ADVISORY VOTE ON SAY ON PAY FREQUENCY ISSUER YES ONE YEAR FOR

PROPOSAL #8: AMEND OMNIBUS STOCK PLAN ISSUER YES FOR FOR

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 FUNDS

By: /s/F. William McNabb III

(Heidi Stam)

F. William McNabb III*

Chairman and Chief Executive Officer

Date: August 31, 2011

* By Power of Attorney. Filed on April 26, 2010, see File Number 33-53683.

Incorporated by Reference.