UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-6569

IVY FUNDS, INC.

(Exact Name as Specified in Charter)

6300 Lamar Avenue, Overland Park, Kansas                    66202-4200

(Address of Principal Executive Office)                             (Zip Code)

Kristen A. Richards, 6300 Lamar Avenue, Overland Park, Kansas           66202-4200

(Name and Address of Agent for Service)

Registrant's Telephone Number, including Area Code (913) 236-2000

Date of fiscal year end: March 31

Date of reporting period: July 1, 2008 to June 30, 2009

IVY ASSET STRATEGY FUND

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
6 Ivy Asset Strategy
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
06/23/09 - A/S	Alstom			F0259M475			06/18/09
		Ordinary Business
	1	Approve Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Accept Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	3	Approve Allocation of Income and Dividends of EUR 1.12 per Share			For	For		Mgmt
			3.18
	4	Approve Special Auditors' Report Regarding Ongoing Related-Party Transaction			For	For		Mgmt
			3.5
	5	Approve Transaction with Patrick Kron			For	For		Mgmt
			4.1
	6	Ratify PricewaterhouseCoopers Audit as Auditor			For	For		Mgmt
			3.1a
	7	Ratify Mazars as Auditor			For	For		Mgmt
			3.1a
	8	Ratify Yves Nicolas as Alternate Auditor			For	For		Mgmt
			3.1a
	9	Ratify Patrick de Cambourg as Alternate Auditor			For	For		Mgmt
			3.1a
	10	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
		Special Business
	11	Approve Reduction in Share Capital via Cancellation of Repurchased Shares			For	For		Mgmt
			3.22a
	12	Authorize Filing of Required Documents/Other Formalities			For	For		Mgmt
			2.14b
05/29/09 - A	Annaly Capital Management Inc. *NLY*			035710409			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director W. Denahan-Norris --- For
			Item 2.6a
	1.2	Elect Director Michael Haylon --- For
			Item 2.6a
	1.3	Elect Director Donnell A. Segalas --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
12/16/08 - S	Baidu Inc. *BIDU*			056752108			11/13/08
		Meeting for ADR Holders
	1	Authorize Share Repurchase Program			For	For		Mgmt
			3.21a
	2	Amend Articles of Association Re: Issue and Purchase of Shares			For	For		Mgmt
			3.23c
	3	Change Company Name to Baidu, Inc.			For	For		Mgmt
			3.17
	4	Adopt New Memorandum and Articles of Association			For	For		Mgmt
			3.23c
	5	Amend 2000 Option Plan			For	Against		Mgmt
			99 Per Ryan Caldwell
	6	Approve 2008 Share Incentive Plan			For	Against		Mgmt
			4.1 Total number of shares available to grant is > 10% of the outstanding shares
10/23/08 - A	BHP Billiton plc			G10877101			None
	1	Accept Financial Statements and Statutory Reports for BHP Billiton plc			For	For		Mgmt
			3.24
	2	Accept Financial Statements and Statutory Reports for BHP Billiton Limited			For	For		Mgmt
			3.24
	3	Re-elect Paul Anderson as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	4	Re-elect Paul Anderson as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	5	Re-elect Don Argus as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	6	Re-elect Don Argus as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	7	Re-elect Dr John Buchanan as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	8	Re-elect Dr John Buchanan as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	9	Re-elect David Crawford as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	10	Re-elect David Crawford as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	11	Re-elect Jacques Nasser as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	12	Re-elect Jacques Nasser as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	13	Re-elect Dr John Schubert as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	14	Re-elect Dr John Schubert as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	15	Elect Alan Boeckmann as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	16	Elect Alan Boeckmann as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
		Shareholder Proposal
	17	Elect Stephen Mayne as Director of BHP Billiton plc			Against	Against		ShrHoldr
			2.6b
	18	Elect Stephen Mayne as Director of BHP Billiton Limited			Against	Against		ShrHoldr
			2.6b
		Continuation of Management Proposals
	19	Elect Dr David Morgan as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	20	Elect Dr David Morgan as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	21	Elect Keith Rumble as Director of BHP Billiton plc			For	For		Mgmt
			2.6a
	22	Elect Keith Rumble as Director of BHP Billiton Limited			For	For		Mgmt
			2.6a
	23	Reappoint KPMG Audit plc as Auditors of BHP Billiton plc and Authorise the Board to Determine Their Remuneration			For	For		Mgmt
			3.1a
	24	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 277,983,328			For	Against		Mgmt
			3.9a
	25	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 55,778,030			For	For		Mgmt
			3.9b
	26	Authorise 223,112,120 BHP Billiton plc Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
	27i	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 30 April 2009			For	For		Mgmt
			3.22a
	27ii	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 29 May 2009			For	For		Mgmt
			3.22a
	27iii	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 15 June 2009			For	For		Mgmt
			3.22a
	27iv	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 31 July 2009			For	For		Mgmt
			3.22a
	27v	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 15 September 2009			For	For		Mgmt
			3.22a
	27vi	Approve Reduction of the Share Capital of BHP Billiton plc by the Cancellation of All the Issued Paid Up Shares of USD 0.50 Nominal Value Each Held by BHP Billiton Limited on 30 November 2009			For	For		Mgmt
			3.22a
	28	Approve Remuneration Report			For	For		Mgmt
			2.8a
	29	Amend BHP Billiton plc Group Incentive Scheme; Amend BHP Billiton Limited Group Incentive Scheme			For	For		Mgmt
			4.1
	30	Approve Grant of Deferred Shares and Options under the BHP Billiton Limited Group Incentive Scheme and the Grant of Performance Shares under the BHP Billiton Limited Long Term Incentive Plan to Executive Director, Marius Kloppers			For	For		Mgmt
			4.1
	31	Increase Maximum Aggregate Remuneration Paid by BHP Billiton plc to All Non-Executive Directors Together with the Remuneration Paid to Those Non-Executive Directors by BHP Billiton Limited to USD 3,800,000; Approve this Increase for All Purposes			For	For		Mgmt
			2.8a
	32	Increase Maximum Aggregate Remuneration Paid by BHP Billiton Limited to All Non-Executive Directors Together with the Remuneration Paid to Those Non-Executive Directors by BHP Billiton plc to USD 3,800,000; Approve this Increase for All Purposes			For	For		Mgmt
			2.8a
	33	Amend the Articles of Association of of BHP Billiton plc			For	For		Mgmt
			3.23b
	34	Amend the Constitution of BHP Billiton Limited			For	For		Mgmt
			3.23b
11/28/08 - S	BMF BOVESPA S.A. BOLSA VALORES MERC FUT			P73232103			None
	1	Approve Absorbtion of Bolsa de Valores de Sao Paulo SA, and Companhia Brasileira de Liquidacao e Custodia			For	For		Mgmt
			3.5 per Ryan Caldwell
	2	Appoint PricewaterhouseCoopers to Appraise Proposed Absorption			For	For		Mgmt
			3.1a per Ryan Caldwell
	3	Approve Appraisal of Proposed Absorption			For	For		Mgmt
			3.5 per Ryan Caldwell
	4	Ratify Votes Cast during the Shareholder Meetings of Bolsa de Valores de Sao Paulo SA and Companhia Brasileira de Liquidacao e Custodia			For	For		Mgmt
			99
	5	Ratify Director Appointed by the Board in Accordance with Art. 150 of the Brazilian Corporations Law			For	For		Mgmt
			2.6a
	6	Authorize Administrators to Execute Approved Resolutions			For	For		Mgmt
			2.14b
08/29/08 - S	China Communications Construction Company Ltd.			Y14369105			07/29/08
		Special Business
	1	Approve Issuance of Domestic Corporate Bonds With a Principal Amount Not More Than RMB 15.0 Billion			For	For		Mgmt
			99 Per Ryan Caldwell
06/18/09 - A	China Communications Construction Company Ltd.			Y14369105			05/18/09
	1	Accept Report of the Board of Directors			For	For		Mgmt
			3.24
	2	Accept Report of the Supervisory Committee			For	For		Mgmt
			3.24
	3	Accept Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	4	Approve Profit Distribution and Dividend Distribution Plan			For	For		Mgmt
			3.18
	5	Reappoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian CPAs Limited Company as International and Domestic Auditors, Respectively, and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	6	Allow Electronic Distribution of Company Communications			For	For		Mgmt
			3.23b
	7	Amend Articles of Association			For	For		Mgmt
			3.23b
	8	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
03/26/09 - S	China Construction Bank Corporation			Y1397N101			02/23/09
		Special Business
	1	Approve Issuance of Subordinated Bonds in the Aggregate Principal Amount Not Exceeding RMB 80 Billion			For	For		Mgmt
			99 per Ryan Caldwell
		Ordinary Business
	2	Approve Resolution on Supplying Corporate Communications to the Holders of H Shares By Means of the Bank's Own Website			For	For		Mgmt
			3.23b
06/11/09 - A	China Construction Bank Corporation			Y1397N101			05/11/09
	1	Accept 2008 Report of the Board of Directors			For	For		Mgmt
			3.24
	2	Accept 2008 Report of the Board of Supervisors			For	For		Mgmt
			3.24
	3	Accept 2008 Final Financial Accounts			For	For		Mgmt
			3.24
	4	Approve 2009 Fixed Assets Investment Budget			For	For		Mgmt
			99
	5	Approve Profit Distribution Plan for the Second Half of 2008			For	For		Mgmt
			3.18
	6	Approve 2008 Final Emoluments Distribution Plan for Directors and Supervisors			For	For		Mgmt
			2.8a
	7	Appoint Auditors			For	For		Mgmt
			3.1a
	8	Elect Chen Zuofu as Executive Director			For	For		Mgmt
			2.6a
05/25/09 - A	China Life Insurance Co. Limited			Y1477R204			04/24/09
	1	Approve Report of the Board of Directors			For	For		Mgmt
			3.24
	2	Accept Report of the Supervisory Committee			For	For		Mgmt
			3.24
	3	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	4	Approve Profit Distribution and Cash Dividend Distribution Plan for the Year Ended Dec. 31, 2008			For	For		Mgmt
			3.18
	5	Approve Remuneration of Directors and Supervisors			For	For		Mgmt
			2.8a
	6	Reappoint PricewaterhouseCoopers Zhong Tian Certified Public Accountants Co. Ltd. and PricewaterhouseCoopers as PRC and International Auditors, Respectfully, and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	7a	Elect Yang Chao as Executive Director			For	For		Mgmt
			2.6a
	7b	Elect Wan Feng as Executive Director			For	For		Mgmt
			2.6a
	7c	Elect Lin Dairen as Executive Director			For	For		Mgmt
			2.6a
	7d	Elect Liu Yingqi as Executive Director			For	For		Mgmt
			2.6a
	7e	Elect Miao Jianmin as Non-Executive Director			For	For		Mgmt
			2.6a
	7f	Elect Shi Guoqing as Non-Executive Director			For	For		Mgmt
			2.6a
	7g	Elect Zhuang Zuojin as Non-Executive Director			For	For		Mgmt
			2.6a
	7h	Elect Sun Shuyi as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	7i	Elect Ma Yongwei as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	7j	Elect Sun Changji as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	7k	Elect Bruce Douglas Moore as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	8a	Elect Xia Zhihua as Non-Employee Representative Supervisor			For	For		Mgmt
			2.6a
	8b	Elect Shi Xiangming as Non-Employee Representative Supervisor			For	For		Mgmt
			2.6a
	8c	Elect Tian Hui as Non-Employee Representative Supervisor			For	For		Mgmt
			2.6a
	9	Approve Renewal of Liability Insurance for Directors and Senior Management Officers			For	Against		Mgmt
			2.9c No Information
	10	Review Duty Report of Independent Directors for the Year 2008			None	None		Mgmt
	11	Review Status of Connected Transactions and Execution of Connected Transaction Management System of the Company for the Year 2008			None	None		Mgmt
	12	Amend Articles of Association			For	For		Mgmt
			3.23b
	13	Amend Procedural Rules for Shareholders' General Meetings			For	For		Mgmt
			3.23b
	14	Amend Procedural Rules for Board of Directors Meetings			For	For		Mgmt
			3.23b
	15	Amend Procedural Rules for the Supervisory Committee Meetings			For	For		Mgmt
			3.23b
	16	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
05/27/09 - A	China Overseas Land & Investment Ltd.			Y15004107			05/25/09
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2a	Reelect Chen Bin as Director			For	For		Mgmt
			2.6a
	2b	Reelect Zhu Yijian as Director			For	For		Mgmt
			2.6a
	2c	Reelect Luo Liang as Director			For	Against		Mgmt
			2.6b Attendance less than 75%
	2d	Reelect Li Kwok Po, David as Director			For	For		Mgmt
			2.6a
	2e	Reelect Fan Hsu Lai Tai, Rita as Director			For	For		Mgmt
			2.6a
	3	Authorize the Board to Fix Remuneration of Directors			For	For		Mgmt
			2.8a
	4	Approve Final Dividend of HK$0.07 Per Share			For	For		Mgmt
			3.18
	5	Reappoint Deloitte Touche Tohmatsu as Auditors and Authorize the Board to Fix Their Remuneration			For	For		Mgmt
			3.18
	6	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
	7	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
	8	Authorize Reissuance of Repurchased Shares			For	For		Mgmt
			3.9b
05/27/09 - S	China Overseas Land & Investment Ltd.			Y15004107			05/25/09
	1	Approve CSCECL Group Engagement Agreement and Related Cap			For	For		Mgmt
			3.5
	2	Approve CSC Group Engagement Agreement and Related Cap			For	For		Mgmt
			3.5
05/22/09 - A	China Petroleum & Chemical Corp.			Y15010104			04/22/09
	1	Accept Report of the Board of Directors			For	For		Mgmt
			3.24
	2	Accept Report of the Supervisory Committee			For	For		Mgmt
			3.24
	3	Accept Consolidated Financial Statements			For	For		Mgmt
			3.24
	4	Approve Plan for Allocating Any Surplus Common Reserve Funds of RMB 20 Billion From the After-Tax Profit			For	For		Mgmt
			3.18
	5	Approve Profit Distribution Plan for the Year Ended Dec. 31, 2008			For	For		Mgmt
			3.18
	6	Reappoint KPMG Huazhen and KPMG as Domestic and Overseas Auditors, Respectively, and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	7	Authorize Board to Determine the Interim Profit Distribution Plan for 2009			For	For		Mgmt
			99
		Elect Ten Directors by Cumulative Voting
	8a	Elect Su Shulin as Director			For	Against		Mgmt
			3.5
	8b	Elect Wang Tianpu as Director			For	Against		Mgmt
			3.5
	8c	Elect Zhang Yaocang as Director			For	Against		Mgmt
			3.5
	8d	Elect Zhang Jianhua as Director			For	Against		Mgmt
			3.5
	8e	Elect Wang Zhigang as Director			For	Against		Mgmt
			3.5
	8f	Elect Cai Xiyou as Director			For	Against		Mgmt
			3.5
	8g	Elect Cao Yaofeng as Director			For	Against		Mgmt
			3.5
	8h	Elect Li Chunguang as Director			For	Against		Mgmt
			3.5
	8i	Elect Dai Houliang as Director			For	Against		Mgmt
			3.5
	8j	Elect Liu Yun as Director			For	Against		Mgmt
			3.5
		Elect Five Independent Non-Executive Directors by Cumulative Voting
	8k	Elect Liu Zhongli as Independent Non-Executive Director			For	Against		Mgmt
			3.5
	8l	Elect Ye Qing as Independent Non-Executive Director			For	Against		Mgmt
			3.5
	8m	Elect Li Deshui as Independent Non-Executive Director			For	Against		Mgmt
			3.5
	8n	Elect Xie Zhongyu as Independent Non-Executive Director			For	Against		Mgmt
			3.5
	8o	Elect Chen Xiaojin as Independent Non-Executive Director			For	Against		Mgmt
			3.5
	9	Elect Wang Zuoran as Supervisor			For	Against		Mgmt
			3.5
	9a	Elect Zhang Youcai as Supervisor			For	Against		Mgmt
			3.5
	9b	Elect Geng Limin as Supervisor			For	Against		Mgmt
			3.5
	9c	Elect Zou Huiping as Supervisor			For	Against		Mgmt
			3.5
	9d	Elect Li Yonggui as Supervisor			For	Against		Mgmt
			3.5
	10	Approve Service Contract Among the Company, Directors and Supervisors			For	For		Mgmt
			3.24
	11	Authorize Secretary of the Board to Deal with All Matters Relating to the Election of the Directors and Supervisors			For	For		Mgmt
			3.24
	12	Amend Articles of Association			For	For		Mgmt
			3.23b
	13	Authorize Secretary of the Board to Deal with All Matters Relating to the Proposed Amendments to the Articles of Association			For	For		Mgmt
			3.24
	14	Authorize Board to Determine the Proposed Plan for Issuance of Debt Financing Instruments			For	For		Mgmt
			99 Per Mike Avery
	15	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
06/05/09 - A	CHINA SHENHUA ENERGY CO LTD			Y1504C113			05/05/09
	1	Accept Report of the Board of Directors			For	For		Mgmt
			3.24
	2	Accept Report of the Board of Supervisors			For	For		Mgmt
			3.24
	3	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	4	Approve Profit Distribution Plan			For	For		Mgmt
			3.18
	5	Approve Remuneration of Directors and Supervisors			For	For		Mgmt
			2.8a
	6	Reappoint KPMG Huazhen and KPMG as PRC and International Auditors, Respectively, and Authorize the Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	7	Elect Gong Huazhang as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	8	Approve Connected Transaction with a Related Party			For	For		Mgmt
			3.5
	9	Amend Articles of Association			For	For		Mgmt
			3.23b
	10	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
	11	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
06/05/09 - S	CHINA SHENHUA ENERGY CO LTD			Y1504C113			05/05/09
		Class Meeting for H Shareholders
		Special Business
	1	Authorize Repurchase of Up to 10 Percent of the Issued A Share Capital and H Share Capital			For	For		Mgmt
			Item 3.21a
05/27/09 - A	CNOOC LTD			Y1662W117			05/19/09
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Final Dividend			For	For		Mgmt
			3.18
	3a	Reelect Wu Guangqi as Executive Director			For	For		Mgmt
			2.6a
	3b	Reelect Cao Xinghe as Non-Executive Director			For	For		Mgmt
			2.6a
	3c	Reelect Wu Zhenfang as Non-Executive Director			For	For		Mgmt
			2.6a
	3d	Reelect Edgar W. K. Cheng as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	3e	Authorize the Board to Fix Remuneration of Directors			For	For		Mgmt
			2.8a
	4	Reappoint Auditors and Authorize the Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	5	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
	6	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
	7	Authorize Reissuance of Repurchased Shares			For	For		Mgmt
			3.9b
	8	Amend Articles of Association			For	For		Mgmt
			3.23c
09/30/08 - A	Ctrip.com International Ltd. *CTRP*			22943F100			08/22/08
		Meeting for ADR Holders
	1	Authorize Share Repurchase Program			For	For		Mgmt
			Item 3.21a
04/22/09 - A	Ericsson (Telefonaktiebolaget L M Ericsson)			W26049119			04/16/09
	1	Elect Michael Treschow as Chairman of Meeting			For	For		Mgmt
			2.14a
	2	Prepare and Approve List of Shareholders			For	For		Mgmt
			2.14a
	3	Approve Agenda of Meeting			For	For		Mgmt
			2.14a
	4	Acknowledge Proper Convening of Meeting			For	For		Mgmt
			2.14a
	5	Designate Inspector(s) of Minutes of Meeting			For	For		Mgmt
			2.14a
	6	Receive Financial Statements and Statutory Reports; Receive Auditors' Report			None	None		Mgmt
	7	Receive President's Report; Allow Questions			None	None		Mgmt
	8a	Approve Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	8b	Approve Discharge of Board and President			For	For		Mgmt
			3.25
	8c	Approve Allocation of Income and Dividends of SEK 1.85 per Share; Approve April 27, 2009 as Record Date for Dividend			For	For		Mgmt
			3.18
	9a	Determine Number of Members (10) and Deputy Members (0) of Board			For	For		Mgmt
			2.1b
	9b	Approve Remuneration of Directors in the Amount of SEK 3.8 Million for Chairman and SEK 750,000 for Other Directors (Including Possibility to Receive Part of Remuneration in Phantom Shares); Approve Remuneration of Committee Members			For	For		Mgmt
			2.8a
	9c	Reelect Michael Treschow (Chairman), Roxanne Austin, Peter Bonfield, Boerje Ekholm, Ulf Johansson, Sverker Martin-Loef, Nancy McKinstry, Anders Nyren, Carl-Henric Svanberg, and Marcus Wallenberg as Directors			For	For		Mgmt
			2.6a
	9d	Authorize Chairman of Board and Representatives of Four of Company's Largest Shareholders by Voting Power to Serve on Nominating Committee; Approve the Assignment of the Nomination Committee			For	For		Mgmt
			2.6a
	9e	Approve Omission of Remuneration to Nominating Committee Members			For	For		Mgmt
			2.8a
	9f	Approve Remuneration of Auditors			For	For		Mgmt
			3.1a
	10	Approve Remuneration Policy And Other Terms of Employment For Executive Management			For	For		Mgmt
			4.1
	11.1	Approve 2009 Share Matching Plan for All Employees			For	For		Mgmt
			4.3
	11.2	Authorize Reissuance of 13.9 Million Repurchased Class B Shares for 2009 Share Matching Plan for All Employees			For	For		Mgmt
			3.6
	11.3	Approve Swap Agreement with Third Party as Alternative to Item 11.2			For	Against		Mgmt
			99
	11.4	Approve 2009 Share Matching Plan for Key Contributors			For	For		Mgmt
			4.3
	11.5	Authorize Reissuance of 8.5 Million Repurchased Class B Shares for 2009 Share Matching Plan for Key Contributors			For	For		Mgmt
			3.6
	11.6	Approve Swap Agreement with Third Party as Alternative to Item 11.5			For	Against		Mgmt
			99
	11.7	Approve 2009 Restricted Stock Plan for Executives			For	For		Mgmt
			4.3
	11.8	Authorize Reissuance of 4.6 Million Repurchased Class B Shares for 2009 Restricted Stock Plan for Executives			For	For		Mgmt
			3.6
	11.9	Approve Swap Agreement with Third Party as Alternative to Item 11.8			For	Against		Mgmt
			99
	12	Authorize Reissuance of 11 Million Repurchased Class B Shares to Cover Social Costs in Connection with 2001 Global Stock Incentive Program, and 2005, 2006, 2007, and 2008 Long-Term Incentive and Variable Compensation Plans			For	For		Mgmt
			3.6
	13	Amend Articles Regarding Publication of Meeting Notice			For	For		Mgmt
			3.23b
		Shareholder Proposals
	14	Authorize the Board of Directors to Explore How to Provide All Shares with Equal Voting Rights			None	For		ShrHoldr
			3.8b
	15	Close Meeting			None	None		Mgmt
05/06/09 - A	Gilead Sciences, Inc. *GILD*			375558103			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Paul Berg --- For
			2.6a
	1.2	Elect Director John F. Cogan --- For
			2.6a
	1.3	Elect Director Etienne F. Davignon --- For
			2.6a
	1.4	Elect Director James M. Denny --- For
			2.6a
	1.5	Elect Director Carla A. Hills --- For
			2.6a
	1.6	Elect Director John W. Madigan --- For
			2.6a
	1.7	Elect Director John C. Martin --- For
			2.6a
	1.8	Elect Director Gordon E. Moore --- For
			2.6a
	1.9	Elect Director Nicholas G. Moore --- For
			2.6a
	1.10	Elect Director Richard J. Whitley --- For
			2.6a
	1.11	Elect Director Gayle E. Wilson --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
10/20/08 - S	Hengan International Group Co. Ltd.			G4402L128			None
	1	Approve Acquisition By Ever Town Investments Ltd. of 51 Percent of the Entire Issued Share Capital of QinQin Foodstuffs Group Co., Ltd. From Total Good Group Ltd.			For	For		Mgmt
			3.5 per Ryan Caldwell
05/20/09 - A	Hengan International Group Co. Ltd.			G4402L128			05/12/09
	1	Accept Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Declare Final Dividend			For	For		Mgmt
			3.18
	3a	Reelect Xu Da Zuo as Director			For	For		Mgmt
			2.6a
	3b	Reelect Xu Chun Man as Director			For	For		Mgmt
			2.6a
	3c	Reelect Chu Cheng Chung as Director			For	For		Mgmt
			2.6a
	3d	Authorize Board to Fix Remuneration of Directors			For	For		Mgmt
			2.8a
	4	Reappoint Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	5	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
	6	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
	7	Authorize Reissuance of Repurchased Shares			For	For		Mgmt
			3.9b
03/18/09 - A	Hewlett-Packard Company *HPQ*			428236103			01/20/09
	1	Elect Director Lawrence T. Babbio, Jr.			For	For		Mgmt
			Item 2.6a
	2	Elect Director Sari M. Baldauf			For	For		Mgmt
			Item 2.6a
	3	Elect Director Rajiv L. Gupta			For	For		Mgmt
			Item 2.6a
	4	Elect Director John H. Hammergren			For	For		Mgmt
			Item 2.6a
	5	Elect Director Mark V. Hurd			For	For		Mgmt
			Item 2.6a
	6	Elect Director Joel Z. Hyatt			For	For		Mgmt
			Item 2.6a
	7	Elect Director John R. Joyce			For	For		Mgmt
			Item 2.6a
	8	Elect Director Robert L. Ryan			For	For		Mgmt
			Item 2.6a
	9	Elect Director Lucille S. Salhany			For	For		Mgmt
			Item 2.6a
	10	Elect Director G. Kennedy Thompson			For	For		Mgmt
			Item 2.6a
	11	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/29/09 - A	ICICI BANK LTD			Y38575109			06/15/09
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Dividend on Preference Shares of INR 100 per Share			For	For		Mgmt
			3.18
	3	Approve Dividend of INR 11 Per Equity Share			For	For		Mgmt
			3.18
	4	Reappoint A. Puri as Director			For	For		Mgmt
			2.6a
	5	Reappoint M.K. Sharma as Director			For	For		Mgmt
			2.6a
	6	Reappoint P.M. Sinha as Director			For	For		Mgmt
			2.6a
	7	Reappoint V.P. Watsa as Director			For	For		Mgmt
			2.6a
	8	Approve BSR & Co., Chartered Accountants, as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	9	Appoint Branch Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	10	Appoint M.S. Ramachandran as Director			For	For		Mgmt
			2.6a
	11	Appoint K. Ramkumar as Director			For	For		Mgmt
			2.6a
	12	Approve Appointment and Remuneration of K. Ramkumar, Executive Director			For	For		Mgmt
			1.3a
	13	Appoint N.S. Kannan as Director			For	For		Mgmt
			2.6a
	14	Approve Appointment and Remuneration of N.S. Kannan, Executive Director and Chief Financial Officer			For	For		Mgmt
			1.3a
	15	Appoint S. Bakhshi as Director			For	For		Mgmt
			2.6a
	16	Approve Appointment and Remuneration of S. Bakhshi, Deputy Managing Director			For	For		Mgmt
			1.3a
07/07/08 - S	Indofood Agri Resources Ltd. (frmly CITYAXIS HOLDINGS LTD)			Y3974E108			None
	1	Approve Subscription by PT SIMP of 187,500 New Shares in the Share Capital of PT LPI for an Aggregate Cash Consideration of Rp 375 Billion			For	For		Mgmt
			3.5 per Dan Vrabac
10/27/08 - S	Industrial and Commercial Bank of China Limited			ADPV10686			09/26/08
	1	Elect Jiang Jianqing as Executive Director			For	For		Mgmt
			2.6a
	2	Elect Yang Kaisheng as Executive Director			For	For		Mgmt
			2.6a
	3	Elect Zhang Furong as Executive Director			For	For		Mgmt
			2.6a
	4	Elect Niu Ximing as Executive Director			For	For		Mgmt
			2.6a
	5	Elect Leung Kam Chung, Antony as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	6	Elect John L. Thornton as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	7	Elect Qian Yingyi as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	8	Elect Wong Kwong Shing, Frank as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	9	Elect Huan Huiwu as Non-Executive Director			For	For		ShrHoldr
			2.6a
	10	Elect Gao Jianhong as Non-Executive Director			For	For		ShrHoldr
			2.6a
	11	Elect Li Chunxiang as Non-Executive Director			For	For		ShrHoldr
			2.6a
	12	Elect Li Jun as Non-Executive Director			For	For		ShrHoldr
			2.6a
	13	Elect Li Xiwen as Non-Executive Director			For	For		ShrHoldr
			2.6a
	14	Elect Wei Fusheng as Non-Executive Director			For	For		ShrHoldr
			2.6a
	15	Elect Wang Chixi as Shareholder Supervisor			For	For		Mgmt
			2.6a
	16	Approve Issuance of Subordinated Bonds			For	For		Mgmt
			99 Per Ryan Caldwell
05/25/09 - A	Industrial and Commercial Bank of China Limited			ADPV10686			04/24/09
	1	Approve 2008 Work Report of the Board of Directors			For	For		Mgmt
	2	Approve 2008 Work Report of the Board of Supervisors			For	For		Mgmt
	3	Approve 2008 Audited Accounts			For	For		Mgmt
	4	Approve 2008 Profit Distribution Plan			For	For		Mgmt
	5	Approve 2009 Fixed Assets Investment Budget			For	For		Mgmt
	6	Reappoint Ernst & Young and Ernst & Young Hua Ming as International and Domestic Auditors, Respectively, and Fix the Total Audit Fees for 2009 at RMB 153 million			For	For		Mgmt
	7	Approve the Remuneration Calculations for Directors and Supervisors for 2008			For	For		Mgmt
		Special Business
	8	Amend Articles of Association			For	For		Mgmt
		Ordinary Business
	9	Amend Rules of Procedures for Shareholders' General Meeting			For	For		Mgmt
	10	Amend Rules of Procedures for the Board of Directors			For	For		Mgmt
	11	Amend Rules of Procedures for the Board of Supervisors			For	For		Mgmt
		Shareholder Proposals
	12	Elect Dong Juan as External Supervisor			None	For		ShrHoldr
			2.6a
	13	Elect Meng Yan as External Supervisor			None	For		ShrHoldr
			2.6a
10/22/08 - A	IOI Corporation Berhad			Y41763106			None
	1	Accept Financial Statements and Statutory Reports for the Financial Year Ended June 30, 2008			For	For		Mgmt
			3.24
	2	Elect Mohd Khalil b Dato' Hj Mohd Noor as Director			For	For		Mgmt
			2.6a
	3	Elect Quah Poh Keat as Director			For	For		Mgmt
			2.6a
	4	Elect Lee Yeow Seng as Director			For	For		Mgmt
			2.6a
	5	Elect Chan Fong Ann as Director			For	For		Mgmt
			2.6a
	6	Approve Increase in Remuneration of Directors to MYR 440,000			For	For		Mgmt
			2.8a
	7	Approve BDO Binder as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	8	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights in Any Amount Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.9b
	9	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
	10	Approve Implementation of Shareholders' Mandate for Recurrent Related Party Transactions			For	For		Mgmt
			3.5 per Frederick Jiang
03/13/09 - A	KT&G Corp. (Formerly Korea Tobacco & Ginseng)			Y49904108			12/31/08
	1	Approve Appropriation of Income and Dividend of KRW 2,800 per Share			For	For		Mgmt
			3.18
	2	Amend Articles of Incorporation regarding Business Objectives, Suspension Period of Shareholder Register, Notice of Shareholder Meeting, Number of Directors, and Audit Committee			For	For		Mgmt
			1.3a
	3	Elect Three Outside Directors (Bundled)			For	For		Mgmt
			2.6a
	4	Elect Two Outside Directors who will also Serve as Members of Audit Committee			For	For		Mgmt
			2.6a
	5	Approve Total Remuneration of Inside Directors and Outside Directors			For	For		Mgmt
			2.8a
07/09/08 - S	Larsen & Toubro Ltd			Y5217N159			06/06/08
		Postal Ballot
	1	Approve Sale of Medical Equipment & System Business Unit			For	For		Mgmt
			3.5 per Ryan Caldwell
06/10/09 - A	MediaTek Inc.			Y5945U103			04/10/09
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve 2008 Allocation of Income and Dividends			For	For		Mgmt
			3.18
	3	Approve Capitalization of 2008 Dividends and Employee Profit Sharing,			For	For		Mgmt
			1.3a
	4	Approve Amendment on the Procedures for Loans to Other Parties and Procedures on Endorsement and Guarantee			For	For		Mgmt
			3.23b
	5	Amend Procedures Governing the Acquisition or Disposal of Assets			For	For		Mgmt
			3.23b
		ELECT DIRECTORS VIA CUMULATIVE VOTING
	6	Elect Directors			For	For		Mgmt
	6.1	Elect Ming-kai Tsai (Shareholder ID Number: 1) as Director --- For
			2.6a
	6.2	Elect Jyh-jer Cho (Shareholder ID Number: 2) as Director --- For
			2.6a
	6.3	Elect Ching-jiang Hsieh (Shareholder ID Number: 11) as Director --- For
			2.6a
	6.4	Elect National Taiwan University (Shareholder ID Number: 23053) as Director --- For
			2.6a
	6.5	Elect National Chiao Tung University (Shareholder ID Number: 23286) as Director --- For
			2.6a
		ELECT SUPERVISORS VIA CUMULATIVE VOTING
	6	Elect Supervisory Board Member			For	For		Mgmt
	6.6	Elect National Tsing Hua University (Shareholder ID Number: 48657) as Supervisor --- For
			2.6a
	6.7	Elect National Cheng Kung University (Shareholder ID Number: 76347) as Supervisor --- For
			2.6a
	6.8	Elect MediaTek Capital Corp. (Shareholder ID Number: 2471) as Supervisor --- For
			2.6a
	7	Approve Release of Restrictions of Competitive Activities of Directors			For	For		Mgmt
			99
	8	Transact Other Business (Non-Voting)			None	None		Mgmt
01/14/09 - A	Monsanto Co. *MON*			61166W101			11/17/08
	1	Elect Director Janice L. Fields			For	For		Mgmt
			Item 2.6a
	2	Elect Director Hugh Grant			For	For		Mgmt
			Item 2.6a
	3	Elect Director C. Steven McMillan			For	For		Mgmt
			Item 2.6a
	4	Elect Director Robert J. Stevens			For	For		Mgmt
			Item 2.6a
	5	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/05/09 - S	MTN Group Ltd			S8039R108			None
		Ordinary Resolution
	1	Approve Implementation of Transaction Agreements and Various Transactions			For	For		Mgmt
			3.5 per Ryan Caldwell
		Special Resolutions
	1	Auth. Directors to Purchase in Part From Share Cap. and Premium up to ZAR 3,381,966,783 and in Part from Profits Available for Distribution, the 243,500,011 MTN Shares Held by Newshelf Pursuant to the Terms and Conditions of the Repurchase Agreement			For	For		Mgmt
			3.21a
	2	Sanction Any Financial Assistance Given or Construed to be Given by the Company to Newshelf in Respect to the Transactions Set Out in the Transaction Agreements			For	For		Mgmt
			3.5 per Ryan Caldwell
		Continuation of the Ordinary Resolutions
	2	Place 213,866,898 MTN Shares Under the Control of the Directors to Allot and Issue for Cash to PIC Pursuant to, and on the Terms and Conditions of, the B Prefs Acquisition Agreement and the Newshelf Acquisition Agreement			For	For		Mgmt
			3.5 per Ryan Caldwell
	3	Authorize Board to Ratify and Execute Approved Resolutions			For	For		Mgmt
			2.14b
06/24/09 - A	MTN Group Ltd			S8039R108			None
	1	Accept Financial Statements and Statutory Reports for Year Ended 31 December 2008			For	For		Mgmt
			3.24
	2	Reelect RS Dabengwa as Director			For	For		Mgmt
			2.6a
	3	Reelect AT Mikati as Director			For	For		Mgmt
			2.6a
	4	Reelect MJN Njeke as Director			For	Against		Mgmt
			2.6b meeting attendance < 75%
	5	Reelect J van Rooyen as Director			For	For		Mgmt
			2.6a
	6	Approve Remuneration of Non-Executive Directors			For	For		Mgmt
			2.8a
	7	Place Authorized but Unissued Shares under Control of Directors up to 10 Percent of Issued Capital			For	For		Mgmt
			99
	8	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
05/11/09 - A	New Oriental Education & Technology Group Inc *EDU*			647581107			03/31/09
		Meeting for ADR Holders
	1	The Resolution As Set Out In Paragraph 1 Of The Notice Of Annual General Meeting Regarding Amendments To The Company's 2006 Share Incentive Plan.			For	Against		Mgmt
			4.1 Management given carte blanche to alter compensation plan without shareholder approval
	2	The Resolution As Set Out In Paragraph 2 Of The Notice Of Annual General Meeting Regarding The Appointment Of John Zhuang Yang Asan as Independent Director.			For	For		Mgmt
			2.6a
04/23/09 - A	Nokia Corp.			654902204			02/17/09
		Meeting for ADR Holders
	1	Open Meeting			None	None		Mgmt
	2	Calling the Meeting to Order			None	None		Mgmt
	3	Designate Inspector or Shareholder Representative(s) of Minutes of Meeting			None	None		Mgmt
	4	Acknowledge Proper Convening of Meeting			None	None		Mgmt
	5	Prepare and Approve List of Shareholders			None	None		Mgmt
	6	Receive Financial Statements and Statutory Reports; Receive CEO's Review			None	None		Mgmt
	7	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	8	Approve Allocation of Income and Dividends of EUR 0.40 Per Share			For	For		Mgmt
			3.18
	9	Approve Discharge of Board and President			For	For		Mgmt
			3.25
	10	Approve Remuneration of Directors in the Amount of EUR 440,000 for Chairman, EUR 150,000 for Vice Chairman, and EUR 130,000 for Other Directors; Approve Remuneration for Committee Work			For	For		Mgmt
			2.8a
	11	Fix Number of Directors at 11			For	For		Mgmt
			2.1b
	12	Elect Directors			For	For		Mgmt
	12.1	Reelect Georg Ehrnrooth as Director --- For
			2.6a
	12.2	Reelect Lalita D. Gupte as Director --- For
			2.6a
	12.3	Reelect Bengt Holmstrom as Director --- For
			2.6a
	12.4	Reelect Henning Kagermann as Director --- For
			2.6a
	12.5	Reelect Olli-Pekka Kallasvuo as Director --- For
			2.6a
	12.6	Reelect Per Karlsson as Director --- For
			2.6a
	12.7	Reelect Jorma Ollila as Director --- For
			2.6a
	12.8	Reelect Marjorie Scardino as Director --- For
			2.6a
	12.9	Reelect Risto Siilasmaa as Director --- For
			2.6a
	12.10	Reelect Keijo Suila as Directors as Director --- For
			2.6a
	12.11	Elect Isabel Marey-Semper as New Director --- For
			2.6a
	13	Approve Remuneration of Auditors			For	For		Mgmt
			3.1a
	14	Ratify PricewaterhouseCoopers Oy as Auditors			For	For		Mgmt
			3.1a
	15	Authorize Repurchase of up to 360 Million Nokia Shares			For	For		Mgmt
			3.21a
	16	Close Meeting			None	None		Mgmt
	17	MARK THE FOR BOX IF YOU WISH TO INSTRUCT THE DEPOSITARY TO GIVE A PROXY TO LEENA SIIRALA OR ESA NIINIMAKI, BOTH LEGALCOUNSELS OF NOKIA CORPORATION, TO VOTE, IN THEIR DISCRETION, ONYOUR BEHALF ONLY UPON ITEM 17.			None	Against		Mgmt
			7.7a
07/29/08 - S	Novatek OAO (formerly Novafininvest OAO)			669888109			06/24/08
		Meeting for GDR Holders
	1	Amend Charter			For	For		Mgmt
			1.3a
	2	Amend Regulations on Board of Directors			For	For		Mgmt
			99
10/02/08 - S	Novatek OAO (formerly Novafininvest OAO)			669888109			07/24/08
		Meeting for GDR Holders
	1	Approve Early Termination of Powers of Board of Directors			For	For		Mgmt
			2.10b
		Elect Nine Directors by Cumulative Voting
	2	Elect Directors			None	For		Mgmt
	2.1	Elect Andrey Akimov as Director --- For
			2.6a
	2.2	Elect Burkard Bergmann as Director --- For
			2.6a
	2.3	Elect Ruben Vardanian as Director --- For
			2.6a
	2.4	Elect Mark Gyetvay as Director --- For
			2.6a
	2.5	Elect Vladimir Dmitriev as Director --- For
			2.6a
	2.6	Elect Leonid Mikhelson as Director --- For
			2.6a
	2.7	Elect Alexander Natalenko as Director --- For
			2.6a
	2.8	Elect Kirill Seleznev as Director --- For
			2.6a
	2.9	Elect Ilya Yuzhanov as Director --- For
			2.6a
	3	Approve Interim Dividends of RUB 1.00 per Ordinary Share for First Half of 2008			For	For		Mgmt
			3.18
08/30/08 - A	Orascom Construction Industries (OCI)			68554N106			08/18/08
		Meeting for GDR Holders
	1	Approve Allocation of Income and Dividends			For			Mgmt
	2	Elect Directors (Bundled)			For			Mgmt
			Not voted due to shareblocking restriction. The potential impact on trading/loan share activities would outweigh the economic value of the vote.
11/24/08 - S	Petroleo Brasileiro			71654V408			10/30/08
		Meeting for ADR Holders
	1	Approve Absorption of 17 de Maio Participacoes SA			For	For		Mgmt
			3.5 Per Ryan Caldwell
	2	Appoint Independent Firm to Appraise Proposed Absorption			For	For		Mgmt
			3.5 Per Ryan Caldwell
06/03/09 - A	PING AN INSURANCE (GROUP) CO. OF CHINA, LTD.			Y69790106			04/29/09
	1	Accept Report of the Board of Directors			For	For		Mgmt
			3.24
	2	Accept Report of the Supervisory Committee			For	For		Mgmt
			3.24
	3	Accept Annual Report and Its Summary			For	For		Mgmt
			3.24
	4	Accept Auditors' Report and Audited Financial Statements			For	For		Mgmt
			3.24
	5	Approve Profit Distribution Plan			For	For		Mgmt
			3.18
	6	Reappoint Ernst and Young Hua Ming as the PRC Auditors and Ernst and Young as the International Auditors and Authorize the Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	7	Reelect Ma Mingzhe as Executive Director			For	For		Mgmt
			2.6a
	8	Reelect Sun Jianyi as Executive Director			For	For		Mgmt
			2.6a
	9	Reelect Cheung Chi Yan Louis as Executive Director			For	For		Mgmt
			2.6a
	10	Appoint Wang Liping as Executive Director			For	For		Mgmt
			2.6a
	11	Appoint Jason Bo Yao as Executive Director			For	For		Mgmt
			2.6a
	12	Reelect Lin Lijun as Non-Executive Director			For	For		Mgmt
			2.6a
	13	Reelect Hu Aimin as Non-Executive Director			For	For		Mgmt
			2.6a
	14	Reelect Chen Hongbo as Non-Executive Director			For	For		Mgmt
			2.6a
	15	Reelect Wong Tung Shun Peter as Non-Executive Director			For	For		Mgmt
			2.6a
	16	Reelect Ng Sing Yip as Non-Executive Director			For	For		Mgmt
			2.6a
	17	Reelect Clive Bannister as Non-Executive Director			For	For		Mgmt
			2.6a
	18	Appoint Li Zhe as Non-Executive Director			For	For		Mgmt
			2.6a
	19	Reelect Chow Wing Kin Anthony as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	20	Reelect Zhang Hongyi as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	21	Reelect Chen Su as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	22	Reelect Xia Liping as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	23	Appoint Tang Yunwei as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	24	Appoint Lee Ka Sze Carmelo as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	25	Appoint Chung Yu-wo Danny as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	26	Approve Remuneration of Directors			For	For		Mgmt
			2.8a
	27	Appoint Gu Liji as Independent Supervisor			For	For		Mgmt
			2.6a
	28	Reelect Sun Fuxin as Independent Supervisor			For	For		Mgmt
			2.6a
	29	Appoint Song Zhijiang as Shareholders Representative Supervisor			For	For		Mgmt
			2.6a
	30	Approve Supervisors' Remuneration Plan for the Supervisory Committee			For	For		Mgmt
			2.8a
	31	Amend Articles of Association			For	For		Mgmt
			3.23b
	32	Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights			For	For		Mgmt
			3.9b
	33	Appoint Peng Zhijian as Independent Supervisor			For	For		Mgmt
			2.6a
03/03/09 - A	QUALCOMM Inc *QCOM*			747525103			01/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Barbara T. Alexander --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Bennett --- For
			Item 2.6a
	1.3	Elect Director Donald G. Cruickshank --- For
			Item 2.6a
	1.4	Elect Director Raymond V. Dittamore --- For
			Item 2.6a
	1.5	Elect Director Thomas W. Horton --- For
			Item 2.6a
	1.6	Elect Director Irwin Mark Jacobs --- For
			Item 2.6a
	1.7	Elect Director Paul E. Jacobs --- For
			Item 2.6a
	1.8	Elect Director Robert E. Kahn --- For
			Item 2.6a
	1.9	Elect Director Sherry Lansing --- For
			Item 2.6a
	1.10	Elect Director Duane A. Nelles --- For
			Item 2.6a
	1.11	Elect Director Marc I. Stern --- For
			Item 2.6a
	1.12	Elect Director Brent Scowcroft --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/30/09 - S	REDECARD SA			P79941103			None
	1	Amend Articles re: Creation of Statutory Earnings Reserve			For	For		Mgmt
			3.23c
	2	Amend Articles re: Require that Financial Transactions be Approved by Board			For	For		Mgmt
			3.23c
	3	Amend Articles 3, 6, 7, 8, 9, 11, 12, 13, 14, 16, 22, and 30			For	For		Mgmt
			3.23c
	4	Amend Articles re: Executive Officer Board			For	For		Mgmt
			3.23c
	5	Delete Subsection 5 of Article 27, Article 31, and Article 43			For	For		Mgmt
			3.23c
09/19/08 - A	SEADRILL LIMITED			G7945E105			07/11/08
	1	Reelect John Fredriksen as Director			For	For		Mgmt
			2.6a
	2	Reelect Tor Olav Troim as Director			For	For		Mgmt
			2.6a
	3	Reelect Jan Tore Stromme as Director			For	For		Mgmt
			2.6a
	4	Reelect Kate Blankenship as Director			For	For		Mgmt
			2.6a
	5	Reelect Kjell E. Jacobsen as Director			For	For		Mgmt
			2.6a
	6	Elect Kathrine Fredriksen as Director			For	For		Mgmt
			2.6a
	7	Approve PricewaterhouseCoopers AS as Auditor and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	8	Approve Remuneration of Directors			For	For		Mgmt
			2.8a
	9	Approve Reduction of Share Premium Account			For	For		Mgmt
			3.18
	10	Transact Other Business (Voting)			For	Against		Mgmt
			7.7a
04/30/09 - A	Southern Copper Corporation *PCU*			84265V105			03/03/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director German Larrea Mota-Velasco --- For
			Item 2.6a
	1.2	Elect Director Oscar Gonzalez Rocha --- For
			Item 2.6a
	1.3	Elect Director Emilio Carrillo Gamboa --- For
			Item 2.6a
	1.4	Elect Director Alfredo Casar Perez --- For
			Item 2.6a
	1.5	Elect Director Alberto de la Parra Zavala --- For
			Item 2.6a
	1.6	Elect Director Xavier Garcia de Quevedo Topete --- For
			Item 2.6a
	1.7	Elect Director Genaro Larrea Mota-Velasco --- For
			Item 2.6a
	1.8	Elect Director Daniel Mu  iz Quintanilla --- For
			Item 2.6a
	1.9	Elect Director Armando Ortega Gomez --- For
			Item 2.6a
	1.10	Elect Director Luis Manuel Palomino Bonilla --- For
			Item 2.6a
	1.11	Elect Director Gilberto Perezalonso Cifuentes --- For
			Item 2.6a
	1.12	Elect Director Juan Rebolledo Gout --- For
			Item 2.6a
	1.13	Elect Director Carlos Ruiz Sacristan --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/07/09 - A	Standard Chartered plc			G84228157			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Final Dividend of 42.32 US Cents Per Ordinary Share			For	For		Mgmt
			3.18
	3	Approve Remuneration Report			For	For		Mgmt
			2.8a
	4	Re-elect Jamie Dundas as Director			For	For		Mgmt
			2.6a
	5	Re-elect Rudolph Markham as Director			For	For		Mgmt
			2.6a
	6	Re-elect Ruth Markland as Director			For	For		Mgmt
			2.6a
	7	Re-elect Richard Meddings as Director			For	For		Mgmt
			2.6a
	8	Re-elect John Peace as Director			For	For		Mgmt
			2.6a
	9	Elect Steve Bertamini as Director			For	For		Mgmt
			2.6a
	10	Elect John Paynter as Director			For	For		Mgmt
			2.6a
	11	Reappoint KPMG Audit plc as Auditors of the Company			For	For		Mgmt
			3.1a
	12	Authorise Board to Fix Remuneration of Auditors			For	For		Mgmt
			3.1a
	13	Authorise the Company and its Subsidiaries to Make EU Political Donations to Political Parties or Independent Election Candidates, to Political Organisations Other than Political Parties and Incur EU Political Expenditure up to GBP 100,000			For	For		Mgmt
			7.2a
	14	Increase Auth. Share Capital from USD 2,816,000,000, GBP 500,000,000 and EUR 1,000,000,000 to USD 3,316,000,000, GBP 500,000,000, EUR 1,000,000,000, AED 100,000,000, HKD 100,000,000, INR 1,000,000,000, KRW 500,000,000,000 and SGD 100,000,000			For	For		Mgmt
			3.6
	15	Issue Equity with Rights up to USD 316,162,105.50 (Relevant Authorities and Share Dividend Scheme) and Additional Amount of USD 632,324,211 (Rights Issue) After Deducting Any Securities Issued Under the Relevant Authorities and Share Dividend Scheme			For	Against		Mgmt
			3.9a
	16	Extend Directors' Authority to Issue Equity with Pre-emptive Rights up to Aggregate Nominal Amount of USD 189,697,263 Pursuant to Paragraph A of Resolution 15 to Include the Shares Repurchased by the Company Under Authority Granted by Resolution 18			For	Against		Mgmt
			3.9a
	17	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 47,424,315.50			For	For		Mgmt
			3.9b
	18	Authorise 189,697,263 Ordinary Shares for Market Purchase			For	For		Mgmt
			3.21a
	19	Authorise Market Purchase of 477,500 Preference Shares of USD 5.00 and 195,285,000 Preference Shares of GBP 1.00			For	For		Mgmt
			3.21a
	20	Adopt New Articles of Association			For	For		Mgmt
			3.23c
	21	Approve That a General Meeting Other Than an Annual General Meeting May Be Called on Not Less Than 14 Clear Days' Notice			For	For		Mgmt
			3.2b
06/19/09 - A	State Bank Of India			Y8161Z129			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			Item 3.24
06/10/09 - A	Taiwan Semiconductor Manufacturing Co.			Y84629107			04/10/09
	1	Approve 2008 Business Operations Report and Financial Statements			For	For		Mgmt
			3.24
	2	Approve 2008 Allocation of Income and Dividends			For	For		Mgmt
			3.18
	3	Approve Capitalization of 2008 Dividends and Employee Profit Sharing			For	For		Mgmt
			1.3a
	4	Approve to Amend the Company's Internal Policies			For	For		Mgmt
			3.23b
	4.1	Approve Amendment on the Procedures for Loans to Other Parties			For	For		Mgmt
			3.23b
	4.2	Approve Amendment on the Procedures for Endorsement and Guarantee			For	For		Mgmt
			3.23b
		ELECT DIRECTORS AND INDEPENDENT DIRECTORS VIA CUMULATIVE VOTING
	5	Elect Directors			For	For		Mgmt
	5.1	Elect Morris Chang, ID No. 4515 as Director --- For
			2.6a
	5.2	Elect F.C. Tseng, ID No. 104 as Director --- For
			2.6a
	5.3	Elect Rick Tsai, ID No. 7252 as Director --- For
			2.6a
	5.4	Elect Tain-Jy Chen (Representative of NationalDevelopment Fund, Executive Yuan), ID No. 1 as Director --- For
			2.6a
	5.5	Elect Peter Leahy Bonfield, ID No. 093180657 as Independent Director --- For
			2.6a
	5.6	Elect Stan Shih, ID No. 534770 as Independent Director --- For
			2.6a
	5.7	Elect Carleton Sneed Fiorina, ID No. 438012153 as Independent Director --- For
			2.6a
	5.8	Elect Thomas J. Engibous, ID No. 135021464 as Independent Director --- For
			2.6a
	6	Transact Other Business (Non-Voting)			None	None		Mgmt
05/15/09 - A/S	Total SA			F92124100			05/12/09
		Ordinary Business
	1	Approve Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Consolidated Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	3	Approve Allocation of Income and Dividends of EUR 2.28 per Share			For	For		Mgmt
			3.18
	4	Approve Special Auditors' Report Presenting Ongoing Related-Party Transactions			For	For		Mgmt
			3.5
	5	Approve Transaction with Thierry Desmarest			For	For		Mgmt
			4.2
	6	Approve Transaction with Christophe de Margerie			For	For		Mgmt
			4.2
	7	Authorize Repurchase of Up to 10 Percent of Issued Share Capital			For	For		Mgmt
			3.21a
	8	Reelect Anne Lauvergeon as Director			For	For		Mgmt
			2.6a
	9	Reelect Daniel Bouton as Director			For	Against		Mgmt
			2.6b <75% attendance
	10	Reelect Bertrand Collomb as Director			For	For		Mgmt
			2.6a
	11	Reelect Christophe de Margerie as Director			For	For		Mgmt
			2.6a
	12	Reelect Michel Pebereau as Director			For	For		Mgmt
			2.6a
	13	Electe Patrick Artus as Director			For	For		Mgmt
			2.6a
		Special Business
	14	Amend Article 12 of Bylaws Re: Age Limit for Chairman			For	For		Mgmt
			3.23c
		Shareholder Proposals
	A	Amend Article 19 of Bylaws Re: Disclosure of Individual Stock Plans			Against	Against		ShrHoldr
			5.4
	B	Amend Article 11 of Bylaws Re: Nomination of Employees Shareholders Representative to the Board of Directors			Against	Against		ShrHoldr
			3.23c
	C	Approve Restricted Stock Plan to All Employees			Against	Against		ShrHoldr
			4.1
12/08/08 - S	Transocean Ltd. *RIG*			G90073100			10/27/08
		This is a duplicate meeting for ballots received via the Broadridge North American ballot distribution system
	1	APPROVAL OF THE MERGER TRANSACTION TO BE EFFECTED BY THE SCHEMES OF ARRANGEMENT, ATTACHED TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX B.			For	For		Mgmt
			3.5 per Barry Ogden
	2	APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE MERGER TRANSACTION.			For	For		Mgmt
			7.7b per Barry Ogden
03/02/09 - S	Xstrata plc			G9826T102			None
	1	Approve Acquisition by Xstrata Group of the Prodeco Business, the Granting by Xstrata (Schweiz) AG of the Call Option to Glencore and the Disposal by Xstrata Group of the Prodeco Business to Glencore (If and When the Call Option is Exercised)			For	For		Mgmt
			3.5 Per Mick Wolverton
	2	Approve Increase in Authorised Ordinary Share Capital from USD 750,000,000.50 and GBP 50,000 to USD 2,250,000,000.50 and GBP 50,000			For	For		Mgmt
			3.6
	3	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 991,254,176 (Rights Issue); Otherwise up to USD 493,363,149			For	For		Mgmt
			1.3b Per Robert Nightingale
	4	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 74,004,472			For	For		Mgmt
			3.9b
05/05/09 - A	Xstrata plc			G9826T102			None
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Remuneration Report			For	Against		Mgmt
			2.8 Per Ryan Caldwell
	3	Re-elect Ivan Glasenberg as Director			For	For		Mgmt
			2.6a
	4	Re-elect Trevor Reid as Director			For	For		Mgmt
			2.6a
	5	Re-elect Santiago Zaldumbide as Director			For	For		Mgmt
			2.6a
	6	Elect Peter Hooley as Director			For	For		Mgmt
			2.6a
	7	Reappoint Ernst & Young LLP as Auditors and Authorise Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	8	Authorise Issue of Equity or Equity-Linked Securities with Pre-emptive Rights up to Aggregate Nominal Amount of USD 488,835,270 in Connection with an Offer by Way of Rights Issue; Otherwise up to USD 488,835,270			For	Against		Mgmt
			3.9a
	9	Authorise Issue of Equity or Equity-Linked Securities without Pre-emptive Rights up to Aggregate Nominal Amount of USD 73,325,290.50			For	For		Mgmt
			3.9b
05/19/09 - A	XTO Energy Inc *XTO*			98385X106			03/31/09
	1	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Phillip R. Kevil --- For
			2.6a
	2.2	Elect Director Herbert D. Simons --- For
			2.6a
	2.3	Elect Director Vaughn O. Vennerberg II --- For
			2.6a
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	6	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris

IVY CAPITAL APPRECIATION FUND

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
69 Ivy Capital Appreciation
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
04/24/09 - A	Abbott Laboratories *ABT*			002824100			02/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director R.J. Alpern --- For
			2.6a
	1.2	Elect Director R.S. Austin --- For
			2.6a
	1.3	Elect Director W.M. Daley --- For
			2.6a
	1.4	Elect Director W.J. Farrell --- For
			2.6a
	1.5	Elect Director H.L. Fuller --- For
			2.6a
	1.6	Elect Director W.A. Osborn --- For
			2.6a
	1.7	Elect Director D.A.L. Owen --- For
			2.6a
	1.8	Elect Director W.A. Reynolds --- For
			2.6a
	1.9	Elect Director R.S. Roberts --- For
			2.6a
	1.10	Elect Director S.C. Scott, III --- For
			2.6a
	1.11	Elect Director W.D. Smithburg --- For
			2.6a
	1.12	Elect Director G.F. Tilton --- For
			2.6a
	1.13	Elect Director M.D. White --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 Total # of shares available for grant is > 10% (14.98%) of outstanding shares
	3	Approve Nonqualified Employee Stock Purchase Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Report on Animal Testing			Against	Against		ShrHoldr
			5.4
	6	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	7	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/13/09 - A	Albemarle Corp. *ALB*			012653101			03/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director J. Alfred Broaddus, Jr. --- For
			2.6a
	1.2	Elect Director R. William Ide III --- For
			2.6a
	1.3	Elect Director Richard L. Morrill --- For
			2.6a
	1.4	Elect Director Jim W. Nokes --- For
			2.6a
	1.5	Elect Director Mark C. Rohr --- For
			2.6a
	1.6	Elect Director John Sherman, Jr. --- For
			2.6a
	1.7	Elect Director Charles E. Stewart --- For
			2.6a
	1.8	Elect Director Harriett Tee Taggart --- For
			2.6a
	1.9	Elect Director Anne Marie Whittemore --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
02/25/09 - A	Apple Inc. *AAPL*			037833100			12/29/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William V. Campbell --- For
			2.6a
	1.2	Elect Director Millard S. Drexler --- For
			2.6a
	1.3	Elect Director Albert A. Gore, Jr. --- For
			2.6a
	1.4	Elect Director Steven P. Jobs --- For
			2.6a
	1.5	Elect Director Andrea Jung --- For
			2.6a
	1.6	Elect Director A.D. Levinson --- For
			2.6a
	1.7	Elect Director Eric E. Schmidt --- For
			2.6a
	1.8	Elect Director Jerome B. York --- For
			2.6a
	2	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	3	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	4	Prepare Sustainability Report			Against	Against		ShrHoldr
			5.4
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/12/09 - A	BioMarin Pharmaceutical Inc. *BMRN*			09061G101			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jean-Jacques Bienaime --- For
			Item 2.6a
	1.2	Elect Director Michael Grey --- For
			Item 2.6a
	1.3	Elect Director Elaine J. Heron, Ph.D. --- For
			Item 2.6a
	1.4	Elect Director Joseph Klein, III --- For
			Item 2.6a
	1.5	Elect Director Pierre Lapalme --- For
			Item 2.6a
	1.6	Elect Director V. Bryan Lawlis, Ph.D. --- For
			Item 2.6a
	1.7	Elect Director Alan J. Lewis, Ph.D. --- For
			Item 2.6a
	1.8	Elect Director Richard A. Meier --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/14/09 - A	Broadcom Corp. *BRCM*			111320107			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director George L. Farinsky --- For
			Item 2.6a
	1.2	Elect Director Nancy H. Handel --- For
			Item 2.6a
	1.3	Elect Director Eddy W. Hartenstein --- For
			Item 2.6a
	1.4	Elect Director John Major --- For
			Item 2.6a
	1.5	Elect Director Scott A. McGregor --- For
			Item 2.6a
	1.6	Elect Director William T. Morrow --- For
			Item 2.6a
	1.7	Elect Director Robert E. Switz --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
11/13/08 - A	Cisco Systems, Inc. *CSCO*			17275R102			09/15/08
	1	Elect Director Carol A. Bartz			For	For		Mgmt
			2.6a
	2	Elect Director M. Michele Burns			For	For		Mgmt
			2.6a
	3	Elect Director Michael D. Capellas			For	For		Mgmt
			2.6a
	4	Elect Director Larry R. Carter			For	For		Mgmt
			2.6a
	5	Elect Director John T. Chambers			For	For		Mgmt
			2.6a
	6	Elect Director Brian L. Halla			For	For		Mgmt
			2.6a
	7	Elect Director John L. Hennessy			For	For		Mgmt
			2.6a
	8	Elect Director Richard M. Kovacevich			For	For		Mgmt
			2.6a
	9	Elect Director Roderick C. McGeary			For	For		Mgmt
			2.6a
	10	Elect Director Michael K. Powell			For	For		Mgmt
			2.6a
	11	Elect Director Steven M. West			For	For		Mgmt
			2.6a
	12	Elect Director Jerry Yang			For	Against		Mgmt
			2.6b attendance less than 75% with no explanation
	13	Ratify Auditors			For	For		Mgmt
			3.1a
	14	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			6.1
	15	Report on Internet Fragmentation			Against	Against		ShrHoldr
			5.4
08/18/08 - S	CME Group Inc. *CME*			12572Q105			07/18/08
	1	Approve Increase in Size of Board			For	For		Mgmt
			2.1b per Barry Ogden
	2	Issue Shares in Connection with Acquisition			For	For		Mgmt
			3.5 per Barry Ogden
	3	Adjourn Meeting			For	For		Mgmt
			7.7b per Barry Ogden
05/13/09 - A	CME Group Inc. *CME*			12572Q105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Dennis H. Chookaszian --- For
			2.6a
	1.2	Elect Director Robert F. Corvino --- For
			2.6a
	1.3	Elect Director Larry G. Gerdes --- For
			2.6a
	1.4	Elect Director Daniel R. Glickman --- For
			2.6a
	1.5	Elect Director James E. Oliff --- For
			2.6a
	1.6	Elect Director John L. Pietrzak --- For
			2.6a
	1.7	Elect Director Alex J. Pollock --- For
			2.6a
	1.8	Elect Director William R. Shepard --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	4	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	5	Ratify Auditors			For	For		Mgmt
			3.1a
10/30/08 - A	Coach, Inc. *COH*			189754104			09/03/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Lew Frankfort --- For
			2.6a
	1.2	Elect Director Susan Kropf --- For
			2.6a
	1.3	Elect Director Gary Loveman --- For
			2.6a
	1.4	Elect Director Ivan Menezes --- For
			2.6a
	1.5	Elect Director Irene Miller --- For
			2.6a
	1.6	Elect Director Keith Monda --- For
			2.6a
	1.7	Elect Director Michael Murphy --- For
			2.6a
	1.8	Elect Director Jide Zeitlin --- For
			2.6a
	2	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
01/28/09 - A	Costco Wholesale Corporation *COST*			22160K105			11/21/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director James D. Sinegal --- For
			Item 2.6a
	1.2	Elect Director Jeffrey H. Brotman --- For
			Item 2.6a
	1.3	Elect Director Richard A. Galanti --- For
			Item 2.6a
	1.4	Elect Director Daniel J. Evans --- For
			Item 2.6a
	1.5	Elect Director Jeffrey S. Raikes --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
02/25/09 - A	Deere & Co. *DE*			244199105			12/31/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Crandall C. Bowles --- For
			2.6a
	1.2	Elect Director Vance D. Coffman --- For
			2.6a
	1.3	Elect Director Clayton M. Jones --- For
			2.6a
	1.4	Elect Director Thomas H. Patrick --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Declassify the Board of Directors			For	For		ShrHoldr
			2.4b
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	5	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
05/08/09 - A	Ecolab, Inc. *ECL*			278865100			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Leslie S. Biller --- For
			2.6a
	1.2	Elect Director Jerry A. Grundhofer --- For
			2.6a
	1.3	Elect Director John J. Zillmer --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Declassify the Board of Directors			Against	For		ShrHoldr
			2.4b
01/27/09 - C	Foster Wheeler AG *FWLT*			G36535139			12/15/08
		Duplicate meeting for ballots received via Broadridge North American Ballot distribution system.
	1	APPROVAL OF THE SCHEME OF ARRANGEMENT (THE REDOMESTICATION).			For	For		Mgmt
			3.5 Per Barry Ogden
	2	APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE SCHEME OF ARRANGEMENT.			For	For		Mgmt
			7.7b Per Barry Ogden
05/06/09 - A	General Dynamics Corp. *GD*			369550108			03/09/09
	1	Elect Director Nicholas D. Chabraja			For	For		Mgmt
			2.6a
	2	Elect Director James S. Crown			For	For		Mgmt
			2.6a
	3	Elect Director William P. Fricks			For	For		Mgmt
			2.6a
	4	Elect Director Jay L. Johnson			For	For		Mgmt
			2.6a
	5	Elect Director George A. Joulwan			For	For		Mgmt
			2.6a
	6	Elect Director Paul G. Kaminski			For	For		Mgmt
			2.6a
	7	Elect Director John M. Keane			For	For		Mgmt
			2.6a
	8	Elect Director Deborah J. Lucas			For	For		Mgmt
			2.6a
	9	Elect Director Lester L. Lyles			For	For		Mgmt
			2.6a
	10	Elect Director J. Christopher Reyes			For	For		Mgmt
			2.6a
	11	Elect Director Robert Walmsley			For	For		Mgmt
			2.6a
	12	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	13	Approve Nonqualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	14	Ratify Auditors			For	For		Mgmt
			3.1a
	15	Report on Space-based Weapons Program			Against	Against		ShrHoldr
			5.4
	16	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99
05/06/09 - A	Gilead Sciences, Inc. *GILD*			375558103			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Paul Berg --- For
			2.6a
	1.2	Elect Director John F. Cogan --- For
			2.6a
	1.3	Elect Director Etienne F. Davignon --- For
			2.6a
	1.4	Elect Director James M. Denny --- For
			2.6a
	1.5	Elect Director Carla A. Hills --- For
			2.6a
	1.6	Elect Director John W. Madigan --- For
			2.6a
	1.7	Elect Director John C. Martin --- For
			2.6a
	1.8	Elect Director Gordon E. Moore --- For
			2.6a
	1.9	Elect Director Nicholas G. Moore --- For
			2.6a
	1.10	Elect Director Richard J. Whitley --- For
			2.6a
	1.11	Elect Director Gayle E. Wilson --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
05/07/09 - A	Google Inc *GOOG*			38259P508			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Eric Schmidt --- For
			2.6a
	1.2	Elect Director Sergey Brin --- For
			2.6a
	1.3	Elect Director Larry Page --- For
			2.6a
	1.4	Elect Director L. John Doerr --- For
			2.6a
	1.5	Elect Director John L. Hennessy --- For
			2.6a
	1.6	Elect Director Arthur D. Levinson --- For
			2.6a
	1.7	Elect Director Ann Mather --- For
			2.6a
	1.8	Elect Director Paul S. Otellini --- For
			2.6a
	1.9	Elect Director K. Ram Shriram --- For
			2.6a
	1.10	Elect Director Shirley M. Tilghman --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Report on Political Contributions			For	Against		ShrHoldr
			7.2b
	5	Adopt Policies to Protect Freedom of Access to the Internet			Against	Against		ShrHoldr
			5.4
	6	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
05/20/09 - A	Halliburton Co. *HAL*			406216101			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Alan M. Bennett --- For
			2.6a
	1.2	Elect Director James R. Boyd --- For
			2.6a
	1.3	Elect Director Milton Carroll --- For
			2.6a
	1.4	Elect Director S. Malcolm Gillis --- For
			2.6a
	1.5	Elect Director James T. Hackett --- For
			2.6a
	1.6	Elect Director David J. Lesar --- For
			2.6a
	1.7	Elect Director Robert A. Malone --- For
			2.6a
	1.8	Elect Director J. Landis Martin --- For
			2.6a
	1.9	Elect Director Jay A. Precourt --- For
			2.6a
	1.10	Elect Director Debra L. Reed --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	4	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	5	Review and Assess Human Rights Policies			Against	Against		ShrHoldr
			5.4
	6	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	7	Adopt Low Carbon Energy Policy			Against	Against		ShrHoldr
			5.4
	8	Disclose Information on Compensation Consultant			Against	For		ShrHoldr
			5.4 Per David Ginther
	9	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	10	Establish Independent Director Committee to Review and Report on Financial Misconducts and Human Rights Abuses			Against	Against		ShrHoldr
			5.4
03/18/09 - A	Hewlett-Packard Company *HPQ*			428236103			01/20/09
	1	Elect Director Lawrence T. Babbio, Jr.			For	For		Mgmt
			Item 2.6a
	2	Elect Director Sari M. Baldauf			For	For		Mgmt
			Item 2.6a
	3	Elect Director Rajiv L. Gupta			For	For		Mgmt
			Item 2.6a
	4	Elect Director John H. Hammergren			For	For		Mgmt
			Item 2.6a
	5	Elect Director Mark V. Hurd			For	For		Mgmt
			Item 2.6a
	6	Elect Director Joel Z. Hyatt			For	For		Mgmt
			Item 2.6a
	7	Elect Director John R. Joyce			For	For		Mgmt
			Item 2.6a
	8	Elect Director Robert L. Ryan			For	For		Mgmt
			Item 2.6a
	9	Elect Director Lucille S. Salhany			For	For		Mgmt
			Item 2.6a
	10	Elect Director G. Kennedy Thompson			For	For		Mgmt
			Item 2.6a
	11	Ratify Auditors			For	For		Mgmt
			Item 3.1a
03/04/09 - A	Hologic, Inc. *HOLX*			436440101			01/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John W. Cumming --- For
			2.6a
	1.2	Elect Director Robert A. Cascella --- For
			2.6a
	1.3	Elect Director David R. LaVance Jr. --- For
			2.6a
	1.4	Elect Director Nancy L. Leaming --- For
			2.6a
	1.5	Elect Director Lawrence M. Levy --- For
			2.6a
	1.6	Elect Director Glenn P. Muir --- For
			2.6a
	1.7	Elect Director Elaine S. Ullian --- For
			2.6a
	1.8	Elect Director Sally W. Crawford --- For
			2.6a
	1.9	Elect Director Wayne Wilson --- For
			2.6a
	2	Approve Repricing of Options			For	For		Mgmt
			4.3b
	3	Adjourn Meeting			For	For		Mgmt
			7.4
05/20/09 - A	Intel Corporation *INTC*			458140100			03/23/09
	1	Elect Director Charlene Barshefsky			For	For		Mgmt
			2.6a
	2	Elect Director Susan L. Decker			For	For		Mgmt
			2.6a
	3	Elect Director John J. Donahoe			For	For		Mgmt
			2.6a
	4	Elect Director Reed E. Hundt			For	For		Mgmt
			2.6a
	5	Elect Director Paul S. Otellini			For	For		Mgmt
			2.6a
	6	Elect Director James D. Plummer			For	For		Mgmt
			2.6a
	7	Elect Director David S. Pottruck			For	For		Mgmt
			2.6a
	8	Elect Director Jane E. Shaw			For	For		Mgmt
			2.6a
	9	Elect Director John L. Thornton			For	For		Mgmt
			2.6a
	10	Elect Director Frank D. Yeary			For	For		Mgmt
			2.6a
	11	Elect Director David B. Yoffie			For	For		Mgmt
			2.6a
	12	Ratify Auditors			For	For		Mgmt
			3.1a
	13	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	14	Approve Stock Option Exchange Program			For	For		Mgmt
			4.1 Per Matt Norris always vote with ISS on these
	15	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1
	16	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	17	Adopt Policy on Human Rights to Water			Against	Against		ShrHoldr
			5.4
04/30/09 - A	Janus Capital Group Inc. *JNS*			47102X105			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Steven L. Scheid --- For
			Item 2.6a
	1.2	Elect Director Timothy K. Armour --- For
			Item 2.6a
	1.3	Elect Director J. Richard Fredericks --- For
			Item 2.6a
	1.4	Elect Director Lawrence E. Kochard --- For
			Item 2.6a
	1.5	Elect Director Landon H. Rowland --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/14/09 - A	Kohl's Corp. *KSS*			500255104			03/11/09
	1	Elect Director Peter Boneparth			For	For		Mgmt
			2.6a
	2	Elect Director Steven A. Burd			For	For		Mgmt
			2.6a
	3	Elect Director John F. Herma			For	For		Mgmt
			2.6a
	4	Elect Director Dale E. Jones			For	For		Mgmt
			2.6a
	5	Elect Director William S. Kellogg			For	For		Mgmt
			2.6a
	6	Elect Director Kevin Mansell			For	For		Mgmt
			2.6a
	7	Elect Director R. Lawrence Montgomery			For	For		Mgmt
			2.6a
	8	Elect Director Frank V. Sica			For	For		Mgmt
			2.6a
	9	Elect Director Peter M. Sommerhauser			For	For		Mgmt
			2.6a
	10	Elect Director Stephanie A. Streeter			For	For		Mgmt
			2.6a
	11	Elect Director Stephen E. Watson			For	For		Mgmt
			2.6a
	12	Ratify Auditors			For	For		Mgmt
			3.1a
	13	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
05/21/09 - A	Lorillard, Inc. *LO*			544147101			03/30/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert C. Almon --- For
			2.6a
	1.2	Elect Director Kit D. Dietz --- For
			2.6a
	1.3	Elect Director Nigel Travis --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/27/09 - A	McDonald's Corp. *MCD*			580135101			03/30/09
	1	Elect Director Robert A. Eckert			For	For		Mgmt
			2.6a
	2	Elect Director Enrique Hernandez, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Jeanne P. Jackson			For	For		Mgmt
			2.6a
	4	Elect Director Andrew J. McKenna			For	For		Mgmt
			2.6a
	5	Ratify Auditors			For	For		Mgmt
			3.1a
	6	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	7	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1a
	8	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	9	Phase out Sales of Eggs from Battery Cage Hens			Against	Against		ShrHoldr
			5.4
11/19/08 - A	Microsoft Corp. *MSFT*			594918104			09/05/08
	1	Elect Director Steven A. Ballmer			For	For		Mgmt
			2.6a
	2	Elect Director James I. Cash, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Dina Dublon			For	For		Mgmt
			2.6a
	4	Elect Director William H. Gates, III			For	For		Mgmt
			2.6a
	5	Elect Director Raymond V. Gilmartin			For	For		Mgmt
			2.6a
	6	Elect Director Reed Hastings			For	For		Mgmt
			2.6a
	7	Elect Director David F. Marquardt			For	For		Mgmt
			2.6a
	8	Elect Director Charles H. Noski			For	For		Mgmt
			2.6a
	9	Elect Director Helmut Panke			For	For		Mgmt
			2.6a
	10	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	11	Amend Non-Employee Director Omnibus Stock Plan			For	Against		Mgmt
			2.8a total number of shares available to grant is greater than 10% of outstanding shares
	12	Ratify Auditors			For	For		Mgmt
			3.1a
	13	Adopt Policies to Protect Freedom of Access to the Internet			Against	Against		ShrHoldr
			6.1
	14	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			6.1
	15	Report on Charitable Contributions			Against	Against		ShrHoldr
			7.3
01/14/09 - A	Monsanto Co. *MON*			61166W101			11/17/08
	1	Elect Director Janice L. Fields			For	For		Mgmt
			Item 2.6a
	2	Elect Director Hugh Grant			For	For		Mgmt
			Item 2.6a
	3	Elect Director C. Steven McMillan			For	For		Mgmt
			Item 2.6a
	4	Elect Director Robert J. Stevens			For	For		Mgmt
			Item 2.6a
	5	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/02/09 - A	Nabors Industries, Ltd. *NBR*			G6359F103			04/03/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Eugene M. Isenberg as Director --- For
			2.6a
	1.2	Elect William T. Comfort as Director --- For
			2.6a
	2	Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix their Remuneration			For	For		Mgmt
			3.1a
	3	Pay for Superior Performance			Against	Against		ShrHoldr
			5.1c
	4	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99
04/23/09 - A	Nokia Corp.			654902204			02/17/09
		Meeting for ADR Holders
	1	Open Meeting			None	None		Mgmt
	2	Calling the Meeting to Order			None	None		Mgmt
	3	Designate Inspector or Shareholder Representative(s) of Minutes of Meeting			None	None		Mgmt
	4	Acknowledge Proper Convening of Meeting			None	None		Mgmt
	5	Prepare and Approve List of Shareholders			None	None		Mgmt
	6	Receive Financial Statements and Statutory Reports; Receive CEO's Review			None	None		Mgmt
	7	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	8	Approve Allocation of Income and Dividends of EUR 0.40 Per Share			For	For		Mgmt
			3.18
	9	Approve Discharge of Board and President			For	For		Mgmt
			3.25
	10	Approve Remuneration of Directors in the Amount of EUR 440,000 for Chairman, EUR 150,000 for Vice Chairman, and EUR 130,000 for Other Directors; Approve Remuneration for Committee Work			For	For		Mgmt
			2.8a
	11	Fix Number of Directors at 11			For	For		Mgmt
			2.1b
	12	Elect Directors			For	For		Mgmt
	12.1	Reelect Georg Ehrnrooth as Director --- For
			2.6a
	12.2	Reelect Lalita D. Gupte as Director --- For
			2.6a
	12.3	Reelect Bengt Holmstrom as Director --- For
			2.6a
	12.4	Reelect Henning Kagermann as Director --- For
			2.6a
	12.5	Reelect Olli-Pekka Kallasvuo as Director --- For
			2.6a
	12.6	Reelect Per Karlsson as Director --- For
			2.6a
	12.7	Reelect Jorma Ollila as Director --- For
			2.6a
	12.8	Reelect Marjorie Scardino as Director --- For
			2.6a
	12.9	Reelect Risto Siilasmaa as Director --- For
			2.6a
	12.10	Reelect Keijo Suila as Directors as Director --- For
			2.6a
	12.11	Elect Isabel Marey-Semper as New Director --- For
			2.6a
	13	Approve Remuneration of Auditors			For	For		Mgmt
			3.1a
	14	Ratify PricewaterhouseCoopers Oy as Auditors			For	For		Mgmt
			3.1a
	15	Authorize Repurchase of up to 360 Million Nokia Shares			For	For		Mgmt
			3.21a
	16	Close Meeting			None	None		Mgmt
	17	MARK THE FOR BOX IF YOU WISH TO INSTRUCT THE DEPOSITARY TO GIVE A PROXY TO LEENA SIIRALA OR ESA NIINIMAKI, BOTH LEGALCOUNSELS OF NOKIA CORPORATION, TO VOTE, IN THEIR DISCRETION, ONYOUR BEHALF ONLY UPON ITEM 17.			None	Against		Mgmt
			7.7a
05/19/09 - A	Nordstrom, Inc. *JWN*			655664100			03/11/09
	1	Elect Director Phyllis J. Campbell			For	For		Mgmt
			2.6a
	2	Elect Director Enrique Hernandez, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Robert G. Miller			For	For		Mgmt
			2.6a
	4	Elect Director Blake W. Nordstrom			For	For		Mgmt
			2.6a
	5	Elect Director Erik B. Nordstrom			For	For		Mgmt
			2.6a
	6	Elect Director Peter E. Nordstrom			For	For		Mgmt
			2.6a
	7	Elect Director Philip G. Satre			For	For		Mgmt
			2.6a
	8	Elect Director Robert D. Walter			For	For		Mgmt
			2.6a
	9	Elect Director Alison A. Winter			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
05/01/09 - A	Occidental Petroleum Corp. *OXY*			674599105			03/11/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Spencer Abraham --- For
			2.6a
	1.2	Elect Director Ronald W. Burkle --- For
			2.6a
	1.3	Elect Director John S. Chalsty --- For
			2.6a
	1.4	Elect Director Edward P. Djerejian --- For
			2.6a
	1.5	Elect Director John E. Feick --- For
			2.6a
	1.6	Elect Director Ray R. Irani --- For
			2.6a
	1.7	Elect Director Irvin W. Maloney --- For
			2.6a
	1.8	Elect Director Avedick B. Poladian --- For
			2.6a
	1.9	Elect Director Rodolfo Segovia --- For
			2.6a
	1.10	Elect Director Aziz D. Syriani --- For
			2.6a
	1.11	Elect Director Rosemary Tomich --- For
			2.6a
	1.12	Elect Director Walter L. Weisman --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Provide Right to Call Special Meeting			For	For		Mgmt
			3.2b
	4	Report on Host Country Social and Environmental Laws			Against	Against		ShrHoldr
			1.3a
05/06/09 - A	PepsiCo, Inc. *PEP*			713448108			03/06/09
	1	Elect Director S.L. Brown			For	For		Mgmt
			2.6a
	2	Elect Director I.M. Cook			For	For		Mgmt
			2.6a
	3	Elect Director D. Dublon			For	For		Mgmt
			2.6a
	4	Elect Director V.J. Dzau			For	For		Mgmt
			2.6a
	5	Elect Director R.L. Hunt			For	For		Mgmt
			2.6a
	6	Elect Director A. Ibarguen			For	For		Mgmt
			2.6a
	7	Elect Director A.C. Martinez			For	For		Mgmt
			2.6a
	8	Elect Director I.K. Nooyi			For	For		Mgmt
			2.6a
	9	Elect Director S.P. Rockefeller			For	For		Mgmt
			2.6a
	10	Elect Director J.J. Schiro			For	For		Mgmt
			2.6a
	11	Elect Director L.G. Trotter			For	For		Mgmt
			2.6a
	12	Elect Director D.Vasella			For	For		Mgmt
			2.6a
	13	Elect Director M.D. White			For	For		Mgmt
			2.6a
	14	Ratify Auditors			For	For		Mgmt
			3.1a
	15	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	16	Report on Recycling			Against	Against		ShrHoldr
			5.4
	17	Report on Genetically Engineered Products			Against	Against		ShrHoldr
			5.4
	18	Report on Charitable Contributions			Against	Against		ShrHoldr
			7.3
	19	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
08/12/08 - A	Precision Castparts Corp. *PCP*			740189105			06/19/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Don R. Graber --- For
			2.6a
	1.2	Elect Director Lester L. Lyles --- For
			2.6a
	2	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
03/03/09 - A	QUALCOMM Inc *QCOM*			747525103			01/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Barbara T. Alexander --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Bennett --- For
			Item 2.6a
	1.3	Elect Director Donald G. Cruickshank --- For
			Item 2.6a
	1.4	Elect Director Raymond V. Dittamore --- For
			Item 2.6a
	1.5	Elect Director Thomas W. Horton --- For
			Item 2.6a
	1.6	Elect Director Irwin Mark Jacobs --- For
			Item 2.6a
	1.7	Elect Director Paul E. Jacobs --- For
			Item 2.6a
	1.8	Elect Director Robert E. Kahn --- For
			Item 2.6a
	1.9	Elect Director Sherry Lansing --- For
			Item 2.6a
	1.10	Elect Director Duane A. Nelles --- For
			Item 2.6a
	1.11	Elect Director Marc I. Stern --- For
			Item 2.6a
	1.12	Elect Director Brent Scowcroft --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Raytheon Co. *RTN*			755111507			04/03/09
	1	Elect Director Vernon E. Clark			For	For		Mgmt
			2.6a
	2	Elect Director John M. Deutch			For	For		Mgmt
			2.6a
	3	Elect Director Frederic M. Poses			For	For		Mgmt
			2.6a
	4	Elect Director Michael C. Ruettgers			For	For		Mgmt
			2.6a
	5	Elect Director Ronald L. Skates			For	For		Mgmt
			2.6a
	6	Elect Director William R. Spivey			For	For		Mgmt
			2.6a
	7	Elect Director Linda G. Stuntz			For	For		Mgmt
			2.6a
	8	Elect Director William H. Swanson			For	For		Mgmt
			2.6a
	9	Ratify Auditors			For	For		Mgmt
			3.1a
	10	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	11	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	12	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	13	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	14	Submit SERP to Shareholder Vote			Against	Against		ShrHoldr
			5.1c
07/15/08 - A	Research In Motion Ltd *RIM*			760975102			05/27/08
	1	Elect James Balsillie, Mike Lazaridis, James Estill, David Kerr, Roger Martin, John Richardson, Barbara Stymiest and John Wetmore as Directors			For	For		Mgmt
			Item 2.6a
	2	Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			Item 3.1a
02/10/09 - A	Rockwell Collins, Inc. *COL*			774341101			12/12/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Anthony J. Carbone --- For
			Item 2.6a
	1.2	Elect Director Clayton M. Jones --- For
			Item 2.6a
	1.3	Elect Director Cheryl L. Shavers --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/08/09 - A	Schlumberger Ltd. *SLB*			806857108			02/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect P. Camus as Director --- For
			2.6a
	1.2	Elect J.S. Gorelick as Director --- For
			2.6a
	1.3	Elect A. Gould as Director --- For
			2.6a
	1.4	Elect T. Issac as Director --- For
			2.6a
	1.5	Elect N. Kudryavtsev as Director --- For
			2.6a
	1.6	Elect A. Lajous as Director --- For
			2.6a
	1.7	Elect M.E. Marks as Director --- For
			2.6a
	1.8	Elect L.R. Reif as Director --- For
			2.6a
	1.9	Elect T.I. Sandvold as Director --- For
			2.6a
	1.10	Elect H. Seydoux as Director --- For
			2.6a
	1.11	Elect L.G. Stuntz as Director --- For
			2.6a
	2	Adopt and Approve Financials and Dividends			For	For		Mgmt
			3.24
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	4	Approval of Independent Registered Public Accounting Firm			For	For		Mgmt
			3.1a
05/12/09 - A	Smith International, Inc. *SII*			832110100			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert Kelley --- For
			Item 2.6a
	1.2	Elect Director Luiz Rodolfo Landim Machado --- For
			Item 2.6a
	1.3	Elect Director Doug Rock --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/14/09 - A	The Charles Schwab Corp. *SCHW*			808513105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Nancy H. Bechtle --- For
			2.6a
	1.2	Elect Director Walter W. Bettinger II --- For
			2.6a
	1.3	Elect Director C. Preston Butcher --- For
			2.6a
	2	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	3	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			4.1 per Erik Becker
	4	Amend Corporate Executive Bonus Plan			Against	Against		ShrHoldr
			4.1 per Erik Becker
05/08/09 - A	The Goldman Sachs Group, Inc. *GS*			38141G104			03/09/09
	1	Elect Director Lloyd C. Blankfein			For	For		Mgmt
			2.6a
	2	Elect Director John H. Bryan			For	For		Mgmt
			2.6a
	3	Elect Director Gary D. Cohn			For	For		Mgmt
			2.6a
	4	Elect Director Claes Dahlback			For	For		Mgmt
			2.6a
	5	Elect Director Stephen Friedman			For	For		Mgmt
			2.6a
	6	Elect Director William W. George			For	For		Mgmt
			2.6a
	7	Elect Director Rajat K. Gupta			For	For		Mgmt
			2.6a
	8	Elect Director James A. Johnson			For	For		Mgmt
			2.6a
	9	Elect Director Lois D. Juliber			For	For		Mgmt
			2.6a
	10	Elect Director Lakshmi N. Mittal			For	For		Mgmt
			2.6a
	11	Elect Director James J. Schiro			For	For		Mgmt
			2.6a
	12	Elect Director Ruth J. Simmons			For	For		Mgmt
			2.6a
	13	Ratify Auditors			For	For		Mgmt
			3.1a
	14	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1
	15	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	16	Reduce Supermajority Vote Requirement			Against	For		ShrHoldr
			3.4b
	17	Amend By-Laws to Establish Board U.S. Economic Security Committee			Against	Against		ShrHoldr
			5.4
	18	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
05/05/09 - A	The Manitowoc Company, Inc. *MTW*			563571108			02/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Cynthia M. Egnotovich --- For
			Item 2.6a
	1.2	Elect Director James L. Packard --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
10/14/08 - A	The Procter & Gamble Company *PG*			742718109			08/15/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Kenneth I. Chenault --- For
			2.6a
	1.2	Elect Director Scott D. Cook --- For
			2.6a
	1.3	Elect Director Rajat K. Gupta --- For
			2.6a
	1.4	Elect Director A.G. Lafley --- For
			2.6a
	1.5	Elect Director Charles R. Lee --- For
			2.6a
	1.6	Elect Director Lynn M. Martin --- For
			2.6a
	1.7	Elect Director W. James McNerney, Jr. --- For
			2.6a
	1.8	Elect Director Johnathan A. Rodgers --- For
			2.6a
	1.9	Elect Director Ralph Snyderman --- For
			2.6a
	1.10	Elect Director Margaret C. Whitman --- For
			2.6a
	1.11	Elect Director Patricia A. Woertz --- For
			2.6a
	1.12	Elect Director Ernesto Zedillo --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Adopt Majority Voting for Uncontested Election of Directors			For	For		Mgmt
			7.6a
	4	Rotate Annual Meeting Location			Against	Against		ShrHoldr
			7.1
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
12/08/08 - S	Transocean Ltd. *RIG*			G90073100			10/27/08
		This is a duplicate meeting for ballots received via the Broadridge North American ballot distribution system
	1	APPROVAL OF THE MERGER TRANSACTION TO BE EFFECTED BY THE SCHEMES OF ARRANGEMENT, ATTACHED TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX B.			For	For		Mgmt
			3.5 per Barry Ogden
	2	APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE MERGER TRANSACTION.			For	For		Mgmt
			7.7b per Barry Ogden
05/21/09 - A/S	Ultra Petroleum Corp. *UPL*			903914109			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Michael D. Watford --- For
			2.6a
	1.2	Elect Director Roger A. Brown --- For
			2.6a
	1.3	Elect Director W. Charles Helton --- For
			2.6a
	1.4	Elect Director Stephen J. McDaniel --- For
			2.6a
	1.5	Elect Director Robert E. Rigney --- For
			2.6a
	2	Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	3	Shareholder Proposal: Prepare Report on Climate Change			Against	Against		ShrHoldr
			3.2
	4	Other Business			For	Against		Mgmt
			7.7a
05/14/09 - A	Union Pacific Corp. *UNP*			907818108			03/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Andrew H. Card, Jr. --- For
			Item 2.6a
	1.2	Elect Director Erroll B. Davis, Jr. --- For
			Item 2.6a
	1.3	Elect Director Thomas J. Donohue --- For
			Item 2.6a
	1.4	Elect Director Archie W. Dunham --- For
			Item 2.6a
	1.5	Elect Director Judith Richards Hope --- For
			Item 2.6a
	1.6	Elect Director Charles C. Krulak --- For
			Item 2.6a
	1.7	Elect Director Michael R. McCarthy --- For
			Item 2.6a
	1.8	Elect Director Michael W. McConnell --- For
			Item 2.6a
	1.9	Elect Director Thomas F. McLarty III --- For
			Item 2.6a
	1.10	Elect Director Steven R. Rogel --- For
			Item 2.6a
	1.11	Elect Director Jose H. Villarreal --- For
			Item 2.6a
	1.12	Elect Director James R. Young --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	3	Report on Political Contributions			Against	Against		ShrHoldr
			Item 7.2b
10/14/08 - S	Visa Inc. *V*			92826C839			08/27/08
	1	Amend Certificate of Incorporation to Declassify the Board of Directors and Eliminate Certain Provisions			For	For		Mgmt
			1.3a
12/16/08 - S	Visa Inc. *V*			92826C839			11/12/08
	1	Amend Certificate of Incorporation			For	For		Mgmt
			3.23c
04/21/09 - A	Visa Inc. *V*			92826C839			02/26/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Hani Al-Qadi --- For
			Item 2.6a
	1.2	Elect Director Charles T. Doyle --- For
			Item 2.6a
	1.3	Elect Director Peter Hawkins --- For
			Item 2.6a
	1.4	Elect Director David I. McKay --- For
			Item 2.6a
	1.5	Elect Director Charles W. Scharf --- For
			Item 2.6a
	1.6	Elect Director Segismundo Schulin-Zeuthen --- For
			Item 2.6a
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Thomas J. Campbell --- For
			Item 2.6a
	2.2	Elect Director Gary P. Coughlan --- For
			Item 2.6a
	2.3	Elect Director Mary B. Cranston --- For
			Item 2.6a
	2.4	Elect Director Francisco Javier Fernandez-Carbajal --- For
			Item 2.6a
	2.5	Elect Director Suzanne Nora Johnson --- For
			Item 2.6a
	2.6	Elect Director Joseph. W. Saunders --- For
			Item 2.6a
	3	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/21/09 - A	Yum Brands, Inc. *YUM*			988498101			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director David W. Dorman --- For
			2.6a
	1.2	Elect Director Massimo Ferragamo --- For
			2.6a
	1.3	Elect Director J. David Grissom --- For
			2.6a
	1.4	Elect Director Bonnie G. Hill --- For
			2.6a
	1.5	Elect Director Robert Holland, Jr. --- For
			2.6a
	1.6	Elect Director Kenneth G. Langone --- For
			2.6a
	1.7	Elect Director Jonathan S. Linen --- For
			2.6a
	1.8	Elect Director Thomas C. Nelson --- For
			2.6a
	1.9	Elect Director David C. Novak --- For
			2.6a
	1.10	Elect Director Thomas M. Ryan --- For
			2.6a
	1.11	Elect Director Jing-Shyh S. Su --- For
			2.6a
	1.12	Elect Director Jackie Trujillo --- For
			2.6a
	1.13	Elect Director Robert D. Walter --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote			Against	For		ShrHoldr
			3.12b
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	6	Report on Sustainability and Food Safety in the Supply Chain			Against	Against		ShrHoldr
			5.4
	7	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			5.4
	8	Report on Animal Welfare Policies			Against	Against		ShrHoldr
			5.4

IVY CORE EQUITY FUND

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
1 Ivy Core Equity
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
04/24/09 - A	Abbott Laboratories *ABT*			002824100			02/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director R.J. Alpern --- For
			2.6a
	1.2	Elect Director R.S. Austin --- For
			2.6a
	1.3	Elect Director W.M. Daley --- For
			2.6a
	1.4	Elect Director W.J. Farrell --- For
			2.6a
	1.5	Elect Director H.L. Fuller --- For
			2.6a
	1.6	Elect Director W.A. Osborn --- For
			2.6a
	1.7	Elect Director D.A.L. Owen --- For
			2.6a
	1.8	Elect Director W.A. Reynolds --- For
			2.6a
	1.9	Elect Director R.S. Roberts --- For
			2.6a
	1.10	Elect Director S.C. Scott, III --- For
			2.6a
	1.11	Elect Director W.D. Smithburg --- For
			2.6a
	1.12	Elect Director G.F. Tilton --- For
			2.6a
	1.13	Elect Director M.D. White --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 Total # of shares available for grant is > 10% (14.98%) of outstanding shares
	3	Approve Nonqualified Employee Stock Purchase Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Report on Animal Testing			Against	Against		ShrHoldr
			5.4
	6	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	7	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
07/08/08 - S	Activision Blizzard, Inc. *ATVI*			004930202			06/05/08
	1	Approve Merger Agreement			For	For		Mgmt
			3.5 per Erik Becker
	2	Change Company Name			For	For		Mgmt
			3.17
	3	Increase Authorized Common Stock			For	For		Mgmt
			3.6
	4	Eliminate Class of Preferred Stock			For	For		Mgmt
			3.7
	5	Amend Quorum Requirements			For	For		Mgmt
			3.5
	6	Adopt Supermajority Vote Requirement for Amendments			For	For		Mgmt
			3.4b
	7	Prohibit Board to Amend Bylaws Without Shareholder Consent			For	For		Mgmt
			3.3b
	8	Permit Directors Designated by Vivendi Certain Voting Powers			For	For		Mgmt
			3.5
	9	Amend Certificate of Incorporation to Limit Certain Business Activities			For	For		Mgmt
			3.5
	10	Amend Certificate of Incorporation to Establish Procedures Allocating Certain Corporate Opportunities			For	For		Mgmt
			3.5
	11	Amend Certificate of Incorporation to Require Vivendi or Activision Blizzard to Acquire all Outstanding Shares			For	For		Mgmt
			3.5
	12	Amend Certificate of Incorporation to Approve a Affiliate Transactions Provision			For	For		Mgmt
			3.5
	13	Amend Certificate of Incorporation to Restrict Business Combination Provision			For	For		Mgmt
			3.5
	14	Prohibit Board to Amend Bylaws Without Shareholder Consent			For	For		Mgmt
			3.3b
	15	Adjourn Meeting			For	For		Mgmt
			7.7b
09/24/08 - A	Activision Blizzard, Inc. *ATVI*			00507V109			07/28/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Philippe G. H. Capron --- For
			2.6a
	1.2	Elect Director Robert J. Corti --- For
			2.6a
	1.3	Elect Director Frederic R. Crepin --- For
			2.6a
	1.4	Elect Director Bruce L. Hack --- For
			2.6a
	1.5	Elect Director Brian G. Kelly --- For
			2.6a
	1.6	Elect Director Robert A. Kotick --- For
			2.6a
	1.7	Elect Director Jean-Bernard Levy --- For
			2.6a
	1.8	Elect Director Robert J. Morgado --- For
			2.6a
	1.9	Elect Director Douglas P. Morris --- For
			2.6a
	1.10	Elect Director Rene P. Penisson --- For
			2.6a
	1.11	Elect Director Richard Sarnoff --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Adopt Policy and Report on Board Diversity			Against	Against		ShrHoldr
			6.1
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/29/09 - A	Aetna Inc. *AET*			00817Y108			03/27/09
	1	Elect Director Frank M. Clark			For	For		Mgmt
			2.6a
	2	Elect Director Betsy Z. Cohen			For	For		Mgmt
			2.6a
	3	Elect Director Molly J. Coye, M.D.			For	For		Mgmt
			2.6a
	4	Elect Director Roger N. Farah			For	For		Mgmt
			2.6a
	5	Elect Director Barbara Hackman Franklin			For	For		Mgmt
			2.6a
	6	Elect Director Jeffrey E. Garten			For	For		Mgmt
			2.6a
	7	Elect Director Earl G. Graves			For	For		Mgmt
			2.6a
	8	Elect Director Gerald Greenwald			For	For		Mgmt
			2.6a
	9	Elect Director Ellen M. Hancock			For	For		Mgmt
			2.6a
	10	Elect Director Richard J. Harrington			For	For		Mgmt
			2.6a
	11	Elect Director Edward J. Ludwig			For	For		Mgmt
			2.6a
	12	Elect Director Joseph P. Newhouse			For	For		Mgmt
			2.6a
	13	Elect Director Ronald A. Williams			For	For		Mgmt
			2.6a
	14	Ratify Auditors			For	For		Mgmt
			3.1a
	15	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	16	Adopt a Policy to Elect a Retired Management Employee			Against	Against		ShrHoldr
			99
01/22/09 - A	Air Products & Chemicals, Inc. *APD*			009158106			11/30/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Mario L. Baeza --- For
			Item 2.6a
	1.2	Elect Director Edward E. Hagenlocker --- For
			Item 2.6a
	1.3	Elect Director John E. McGlade --- For
			Item 2.6a
	1.4	Elect Director Charles H. Noski --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/19/09 - A	Altria Group, Inc. *MO*			02209S103			03/30/09
	1	Elect Director Elizabeth E. Bailey			For	For		Mgmt
			2.6a
	2	Elect Director Gerald L. Baliles			For	For		Mgmt
			2.6a
	3	Elect Director Dinyar S. Devitre			For	For		Mgmt
			2.6a
	4	Elect Director Thomas F. Farrell			For	For		Mgmt
			2.6a
	5	Elect Director Robert E. R. Huntley			For	For		Mgmt
			2.6a
	6	Elect Director Thomas W. Jones			For	For		Mgmt
			2.6a
	7	Elect Director George Mu  oz			For	For		Mgmt
			2.6a
	8	Elect Director Nabil Y. Sakkab			For	For		Mgmt
			2.6a
	9	Elect Director Michael E. Szymanczyk			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Reduce Tobacco Harm to Health			Against	Against		ShrHoldr
			6.2
	12	Report on Marketing Practices on the Poor			Against	Against		ShrHoldr
			5.4
	13	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			5.4
	14	Adopt Human Rights Protocols for Company and Suppliers			Against	Against		ShrHoldr
			6.1
	15	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	16	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
04/27/09 - A	American Express Co. *AXP*			025816109			02/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director D.F. Akerson --- For
			2.6a
	1.2	Elect Director C. Barshefsky --- For
			2.6a
	1.3	Elect Director U.M. Burns --- For
			2.6a
	1.4	Elect Director K.I. Chenault --- For
			2.6a
	1.5	Elect Director P. Chernin --- For
			2.6a
	1.6	Elect Director J. Leschly --- For
			2.6a
	1.7	Elect Director R.C. Levin --- For
			2.6a
	1.8	Elect Director R.A. Mcginn --- For
			2.6a
	1.9	Elect Director E.D. Miller --- For
			2.6a
	1.10	Elect Director S.S Reinemund --- For
			2.6a
	1.11	Elect Director R.D. Walter --- For
			2.6a
	1.12	Elect Director R.A. Williams --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	Against		Mgmt
			5.1b
	4	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	5	Amend Bylaws-- Call Special Meetings			Against	For		ShrHoldr
			3.2b
05/06/09 - A	Amgen, Inc. *AMGN*			031162100			03/09/09
	1	Elect Director David Baltimore			For	For		Mgmt
			2.6a
	2	Elect Director Frank J. Biondi, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Francois de Carbonnel			For	For		Mgmt
			2.6a
	4	Elect Director Jerry D. Choate			For	For		Mgmt
			2.6a
	5	Elect Director Vance D. Coffman			For	For		Mgmt
			2.6a
	6	Elect Director Frederick W. Gluck			For	For		Mgmt
			2.6a
	7	Elect Director Frank C. Herringer			For	For		Mgmt
			2.6a
	8	Elect Director Gilbert S. Omenn			For	For		Mgmt
			2.6a
	9	Elect Director Judith C. Pelham			For	For		Mgmt
			2.6a
	10	Elect Director J. Paul Reason			For	For		Mgmt
			2.6a
	11	Elect Director Leonard D. Schaeffer			For	For		Mgmt
			2.6a
	12	Elect Director Kevin W. Sharer			For	For		Mgmt
			2.6a
	13	Ratify Auditors			For	For		Mgmt
			3.1a
	14	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	15	Reduce Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	16	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	17	Reincorporate in Another State [from Delaware to North Dakota ]			Against	Against		ShrHoldr
			3.16a
02/25/09 - A	Apple Inc. *AAPL*			037833100			12/29/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William V. Campbell --- For
			2.6a
	1.2	Elect Director Millard S. Drexler --- For
			2.6a
	1.3	Elect Director Albert A. Gore, Jr. --- For
			2.6a
	1.4	Elect Director Steven P. Jobs --- For
			2.6a
	1.5	Elect Director Andrea Jung --- For
			2.6a
	1.6	Elect Director A.D. Levinson --- For
			2.6a
	1.7	Elect Director Eric E. Schmidt --- For
			2.6a
	1.8	Elect Director Jerome B. York --- For
			2.6a
	2	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	3	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	4	Prepare Sustainability Report			Against	Against		ShrHoldr
			5.4
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
03/10/09 - A	Applied Materials, Inc. *AMAT*			038222105			01/12/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Aart J. de Geus --- For
			Item 2.6a
	1.2	Elect Director Stephen R. Forrest --- For
			Item 2.6a
	1.3	Elect Director Philip V. Gerdine --- For
			Item 2.6a
	1.4	Elect Director Thomas J. Iannotti --- For
			Item 2.6a
	1.5	Elect Director Alexander A. Karsner --- For
			Item 2.6a
	1.6	Elect Director Charles Y.S. Liu --- For
			Item 2.6a
	1.7	Elect Director Gerhard H. Parker --- For
			Item 2.6a
	1.8	Elect Director Dennis D. Powell --- For
			Item 2.6a
	1.9	Elect Director Willem P. Roelandts --- For
			Item 2.6a
	1.10	Elect Director James E. Rogers --- For
			Item 2.6a
	1.11	Elect Director Michael R. Splinter --- For
			Item 2.6a
	2	Reduce Supermajority Vote Requirement			For	For		Mgmt
			Item 3.4b
	3	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/24/09 - A	AT&T Inc *T*			00206R102			02/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Randall L. Stephenson --- For
			2.6a
	1.2	Elect Director William F. Aldinger III --- For
			2.6a
	1.3	Elect Director Gilbert F. Amelio --- For
			2.6a
	1.4	Elect Director Reuben V. Anderson --- For
			2.6a
	1.5	Elect Director James H. Blanchard --- For
			2.6a
	1.6	Elect Director August A. Busch III --- For
			2.6a
	1.7	Elect Director Jaime Chico Pardo --- For
			2.6a
	1.8	Elect Director James P. Kelly --- For
			2.6a
	1.9	Elect Director Jon C. Madonna --- For
			2.6a
	1.10	Elect Director Lynn M. Martin --- For
			2.6a
	1.11	Elect Director John B. McCoy --- For
			2.6a
	1.12	Elect Director Mary S. Metz --- For
			2.6a
	1.13	Elect Director Joyce M. Roch   --- For
			2.6a
	1.14	Elect Director Laura D Andrea Tyson --- For
			2.6a
	1.15	Elect Director Patricia P. Upton --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Increase Authorized Common Stock			For	For		Mgmt
			3.6
	4	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	5	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	6	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	7	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	8	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	9	Exclude Pension Credits ftom Earnings Performance Measure			Against	For		ShrHoldr
			99 Per Matt Norris
12/05/08 - S	Bank of America Corp. *BAC*			060505104			10/10/08
	1	Issue Shares in Connection with Acquisition			For	Against		Mgmt
	2	Amend Omnibus Stock Plan			For	Against		Mgmt
	3	Increase Authorized Common Stock			For	Against		Mgmt
	4	Adjourn Meeting			For	Against		Mgmt
05/05/09 - A	Baxter International Inc. *BAX*			071813109			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Walter E. Boomer --- For
			2.6a
	1.2	Elect Director James R. Gavin III --- For
			2.6a
	1.3	Elect Director Peter S. Hellman --- For
			2.6a
	1.4	Elect Director K. J. Storm --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Report on Animal Testing			Against	Against		ShrHoldr
			5.4
02/03/09 - A	Becton, Dickinson and Company *BDX*			075887109			12/12/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Claire M. Fraser-Liggett --- For
			2.6a
	1.2	Elect Director Edward J. Ludwig --- For
			2.6a
	1.3	Elect Director Willard J. Overlock, Jr. --- For
			2.6a
	1.4	Elect Director Bertram L. Scott --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	4	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	5	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	6	Amend Bylaws -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	7	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
04/23/09 - A	Capital One Financial Corp. *COF*			14040H105			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Richard D. Fairbank --- For
			2.6a
	1.2	Elect Director E.R. Campbell --- For
			2.6a
	1.3	Elect Director Bradford H. Warner --- For
			2.6a
	1.4	Elect Director Stanley Westreich --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Advisory Vote on Executive Compensation			For	For		Mgmt
			4.1 due to SEC regs for TARP participants
05/13/09 - A	CME Group Inc. *CME*			12572Q105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Dennis H. Chookaszian --- For
			2.6a
	1.2	Elect Director Robert F. Corvino --- For
			2.6a
	1.3	Elect Director Larry G. Gerdes --- For
			2.6a
	1.4	Elect Director Daniel R. Glickman --- For
			2.6a
	1.5	Elect Director James E. Oliff --- For
			2.6a
	1.6	Elect Director John L. Pietrzak --- For
			2.6a
	1.7	Elect Director Alex J. Pollock --- For
			2.6a
	1.8	Elect Director William R. Shepard --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	4	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	5	Ratify Auditors			For	For		Mgmt
			3.1a
01/28/09 - A	Costco Wholesale Corporation *COST*			22160K105			11/21/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director James D. Sinegal --- For
			Item 2.6a
	1.2	Elect Director Jeffrey H. Brotman --- For
			Item 2.6a
	1.3	Elect Director Richard A. Galanti --- For
			Item 2.6a
	1.4	Elect Director Daniel J. Evans --- For
			Item 2.6a
	1.5	Elect Director Jeffrey S. Raikes --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
02/25/09 - A	Deere & Co. *DE*			244199105			12/31/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Crandall C. Bowles --- For
			2.6a
	1.2	Elect Director Vance D. Coffman --- For
			2.6a
	1.3	Elect Director Clayton M. Jones --- For
			2.6a
	1.4	Elect Director Thomas H. Patrick --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Declassify the Board of Directors			For	For		ShrHoldr
			2.4b
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	5	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
05/27/09 - A	Exxon Mobil Corp. *XOM*			30231G102			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director M.J. Boskin --- For
			2.6a
	1.2	Elect Director L.R. Faulkner --- For
			2.6a
	1.3	Elect Director K.C. Frazier --- For
			2.6a
	1.4	Elect Director .W. George --- For
			2.6a
	1.5	Elect Director R.C. King --- For
			2.6a
	1.6	Elect Director M.C. Nelson --- For
			2.6a
	1.7	Elect Director S.J. Palmisano --- For
			2.6a
	1.8	Elect Director S.S Reinemund --- For
			2.6a
	1.9	Elect Director R.W. Tillerson --- For
			2.6a
	1.10	Elect Director E.E. Whitacre, Jr. --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	4	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	5	Reincorporate in Another State [from New Jersey to North Dakota]			Against	Against		ShrHoldr
			3.16a
	6	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	7	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	8	Compare CEO Compensation to Average U.S. per Capita Income			Against	Against		ShrHoldr
			5.4
	9	Review Anti-discrimination Policy on Corporate Sponsorships and Executive Perks			Against	Against		ShrHoldr
			5.4
	10	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			6.1
	11	Adopt Quantitative GHG Goals for Products and Operations			Against	Against		ShrHoldr
			6.2 Per Erik Becker
	12	Report on Climate Change Impacts on Emerging Countries			Against	Against		ShrHoldr
			5.4
	13	Adopt Policy to Increase Renewable Energy			Against	Against		ShrHoldr
			6.2 Per Erik Becker
09/22/08 - A	General Mills, Inc. *GIS*			370334104			07/24/08
	1	Elect Director Bradbury H. Anderson			For	For		Mgmt
			Item 2.6a
	2	Elect Director Paul Danos			For	For		Mgmt
			Item 2.6a
	3	Elect Director William T. Esrey			For	For		Mgmt
			Item 2.6a
	4	Elect Director Raymond V. Gilmartin			For	For		Mgmt
			Item 2.6a
	5	Elect Director Judith Richards Hope			For	For		Mgmt
			Item 2.6a
	6	Elect Director Heidi G. Miller			For	For		Mgmt
			Item 2.6a
	7	Elect Director Hilda Ochoa-Brillembourg			For	For		Mgmt
			Item 2.6a
	8	Elect Director Steve Odland			For	For		Mgmt
			Item 2.6a
	9	Elect Director Kendall J. Powell			For	For		Mgmt
			Item 2.6a
	10	Elect Director Lois E. Quam			For	For		Mgmt
			Item 2.6a
	11	Elect Director Michael D. Rose			For	For		Mgmt
			Item 2.6a
	12	Elect Director Robert L. Ryan			For	For		Mgmt
			Item 2.6a
	13	Elect Director Dorothy A. Terrell			For	For		Mgmt
			Item 2.6a
	14	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/07/09 - A	Google Inc *GOOG*			38259P508			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Eric Schmidt --- For
			2.6a
	1.2	Elect Director Sergey Brin --- For
			2.6a
	1.3	Elect Director Larry Page --- For
			2.6a
	1.4	Elect Director L. John Doerr --- For
			2.6a
	1.5	Elect Director John L. Hennessy --- For
			2.6a
	1.6	Elect Director Arthur D. Levinson --- For
			2.6a
	1.7	Elect Director Ann Mather --- For
			2.6a
	1.8	Elect Director Paul S. Otellini --- For
			2.6a
	1.9	Elect Director K. Ram Shriram --- For
			2.6a
	1.10	Elect Director Shirley M. Tilghman --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Report on Political Contributions			For	Against		ShrHoldr
			7.2b
	5	Adopt Policies to Protect Freedom of Access to the Internet			Against	Against		ShrHoldr
			5.4
	6	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
03/18/09 - A	Hewlett-Packard Company *HPQ*			428236103			01/20/09
	1	Elect Director Lawrence T. Babbio, Jr.			For	For		Mgmt
			Item 2.6a
	2	Elect Director Sari M. Baldauf			For	For		Mgmt
			Item 2.6a
	3	Elect Director Rajiv L. Gupta			For	For		Mgmt
			Item 2.6a
	4	Elect Director John H. Hammergren			For	For		Mgmt
			Item 2.6a
	5	Elect Director Mark V. Hurd			For	For		Mgmt
			Item 2.6a
	6	Elect Director Joel Z. Hyatt			For	For		Mgmt
			Item 2.6a
	7	Elect Director John R. Joyce			For	For		Mgmt
			Item 2.6a
	8	Elect Director Robert L. Ryan			For	For		Mgmt
			Item 2.6a
	9	Elect Director Lucille S. Salhany			For	For		Mgmt
			Item 2.6a
	10	Elect Director G. Kennedy Thompson			For	For		Mgmt
			Item 2.6a
	11	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Home Depot, Inc. *HD*			437076102			03/30/09
	1	Elect Director F. Duane Ackerman			For	For		Mgmt
			2.6a
	2	Elect Director David H. Batchelder			For	For		Mgmt
			2.6a
	3	Elect Director Francis S. Blake			For	For		Mgmt
			2.6a
	4	Elect Director Ari Bousbib			For	For		Mgmt
			2.6a
	5	Elect Director Gregory D. Brenneman			For	For		Mgmt
			2.6a
	6	Elect Director Albert P. Carey			For	For		Mgmt
			2.6a
	7	Elect Director Armando Codina			For	For		Mgmt
			2.6a
	8	Elect Director Bonnie G. Hill			For	For		Mgmt
			2.6a
	9	Elect Director Karen L. Katen			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Approve Right to Call Special Meetings			For	Against		Mgmt
			3.2a
	12	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	13	Call Special Meetings			Against	For		ShrHoldr
			3.2b
	14	Prepare Employment Diversity Report			Against	Against		ShrHoldr
			6.1
	15	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	16	Assess Energy Use and Establish Reduction Targets			Against	Against		ShrHoldr
			5.4
05/14/09 - A	IntercontinentalExchange, Inc. *ICE*			45865V100			03/17/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Charles R. Crisp --- For
			2.6a
	1.2	Elect Director Jean-Marc Forneri --- For
			2.6a
	1.3	Elect Director Fred W. Hatfield --- For
			2.6a
	1.4	Elect Director Terrence F. Martell --- For
			2.6a
	1.5	Elect Director Sir Robert Reid --- For
			2.6a
	1.6	Elect Director Frederic V. Salerno --- For
			2.6a
	1.7	Elect Director Frederick W. Schoenhut --- For
			2.6a
	1.8	Elect Director Jeffrey C. Sprecher --- For
			2.6a
	1.9	Elect Director Judith A. Sprieser --- For
			2.6a
	1.10	Elect Director Vincent Tese --- For
			2.6a
	2	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
05/19/09 - A	JPMorgan Chase & Co. *JPM*			46625H100			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Crandall C. Bowles --- For
			2.6a
	1.2	Elect Director Stephen B. Burke --- For
			2.6a
	1.3	Elect Director David M. Cote --- For
			2.6a
	1.4	Elect Director James S. Crown --- For
			2.6a
	1.5	Elect Director James Dimon --- For
			2.6a
	1.6	Elect Director Ellen V. Futter --- For
			2.6a
	1.7	Elect Director William H. Gray, III --- For
			2.6a
	1.8	Elect Director Laban P. Jackson, Jr. --- For
			2.6a
	1.9	Elect Director David C. Novak --- For
			2.6a
	1.10	Elect Director Lee R. Raymond --- For
			2.6a
	1.11	Elect Director William C. Weldon --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1
	4	Disclose Prior Government Service			Against	Against		ShrHoldr
			5.4
	5	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	6	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	7	Report on Predatory Lending Policies			Against	Against		ShrHoldr
			5.4
	8	Amend Key Executive Performance Plan			Against	Against		ShrHoldr
			5.1c
	9	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
	10	Prepare Carbon Principles Report			Against	Against		ShrHoldr
			6.2
05/14/09 - A	Kohl's Corp. *KSS*			500255104			03/11/09
	1	Elect Director Peter Boneparth			For	For		Mgmt
			2.6a
	2	Elect Director Steven A. Burd			For	For		Mgmt
			2.6a
	3	Elect Director John F. Herma			For	For		Mgmt
			2.6a
	4	Elect Director Dale E. Jones			For	For		Mgmt
			2.6a
	5	Elect Director William S. Kellogg			For	For		Mgmt
			2.6a
	6	Elect Director Kevin Mansell			For	For		Mgmt
			2.6a
	7	Elect Director R. Lawrence Montgomery			For	For		Mgmt
			2.6a
	8	Elect Director Frank V. Sica			For	For		Mgmt
			2.6a
	9	Elect Director Peter M. Sommerhauser			For	For		Mgmt
			2.6a
	10	Elect Director Stephanie A. Streeter			For	For		Mgmt
			2.6a
	11	Elect Director Stephen E. Watson			For	For		Mgmt
			2.6a
	12	Ratify Auditors			For	For		Mgmt
			3.1a
	13	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
04/23/09 - A	Lockheed Martin Corp. *LMT*			539830109			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director E. C. "Pete" Aldrige, Jr. --- For
			2.6a
	1.2	Elect Director Nolan D. Archibald --- For
			2.6a
	1.3	Elect Director David B. Burritt --- For
			2.6a
	1.4	Elect Director James O. Ellis, Jr. --- For
			2.6a
	1.5	Elect Director Gwendolyn S. King --- For
			2.6a
	1.6	Elect Director James M. Loy --- For
			2.6a
	1.7	Elect Director Douglas H. McCorkindale --- For
			2.6a
	1.8	Elect Director Joseph W. Ralston --- For
			2.6a
	1.9	Elect Director Frank Savage --- For
			2.6a
	1.10	Elect Director James Schneider --- For
			2.6a
	1.11	Elect Director Anne Stevens --- For
			2.6a
	1.12	Elect Director Robert J. Stevens --- For
			2.6a
	1.13	Elect Director James R. Ukropina --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Reduce Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	4	Report on Space-based Weapons Program			Against	Against		ShrHoldr
			6.3
	5	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris
	6	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/21/09 - A	Lorillard, Inc. *LO*			544147101			03/30/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert C. Almon --- For
			2.6a
	1.2	Elect Director Kit D. Dietz --- For
			2.6a
	1.3	Elect Director Nigel Travis --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/15/09 - A	Macy's Inc *M*			55616P104			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Stephen F. Bollenbach --- For
			2.6a
	1.2	Elect Director Deirdre P. Connelly --- For
			2.6a
	1.3	Elect Director Meyer Feldberg --- For
			2.6a
	1.4	Elect Director Sara Levinson --- For
			2.6a
	1.5	Elect Director Terry J. Lundgren --- For
			2.6a
	1.6	Elect Director Joseph Neubauer --- For
			2.6a
	1.7	Elect Director Joseph A. Pichler --- For
			2.6a
	1.8	Elect Director Joyce M. Roch   --- For
			2.6a
	1.9	Elect Director Karl M. von der Heyden --- For
			2.6a
	1.10	Elect Director Craig E. Weatherup --- For
			2.6a
	1.11	Elect Director Marna C. Whittington --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 # of shares available for grant is greater than 10% of outstanding shares
	4	Reduce Supermajority Vote Requirement			Against	For		ShrHoldr
			3.4b
	5	Stock Retention/Holding Period			Against	Against		ShrHoldr
			2.11
05/12/09 - A	Masco Corporation *MAS*			574599106			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Thomas G. Denomme --- For
			2.6a
	1.2	Elect Director Richard A. Manoogian --- For
			2.6a
	1.3	Elect Director Mary Ann Van Lokeren --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	4	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/13/09 - A	Molson Coors Brewing Co *TAP*			60871R209			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John E. Cleghorn --- For
			Item 2.6a
	1.2	Elect Director Charles M. Herington --- For
			Item 2.6a
	1.3	Elect Director David P. O'Brien --- For
			Item 2.6a
04/28/09 - A	Noble Energy, Inc. *NBL*			655044105			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jeffrey L. Berenson --- For
			2.6a
	1.2	Elect Director Michael A. Cawley --- For
			2.6a
	1.3	Elect Director Edward F. Cox --- For
			2.6a
	1.4	Elect Director Charles D. Davidson --- For
			2.6a
	1.5	Elect Director Thomas J. Edelman --- For
			2.6a
	1.6	Elect Director Eric P. Grubman --- For
			2.6a
	1.7	Elect Director Kirby L. Hedrick --- For
			2.6a
	1.8	Elect Director Scott D. Urban --- For
			2.6a
	1.9	Elect Director William T. Van Kleef --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/05/09 - A	Philip Morris International Inc. *PM*			718172109			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Harold Brown --- For
			2.6a
	1.2	Elect Director Mathis Cabiallavetta --- For
			2.6a
	1.3	Elect Director Louis C. Camilleri --- For
			2.6a
	1.4	Elect Director J. Dudley Fishburn --- For
			2.6a
	1.5	Elect Director Graham Mackay --- For
			2.6a
	1.6	Elect Director Sergio Marchionne --- For
			2.6a
	1.7	Elect Director Lucio A. Noto --- For
			2.6a
	1.8	Elect Director Carlos Slim Hel   --- For
			2.6a
	1.9	Elect Director Stephen M. Wolf --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
03/03/09 - A	QUALCOMM Inc *QCOM*			747525103			01/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Barbara T. Alexander --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Bennett --- For
			Item 2.6a
	1.3	Elect Director Donald G. Cruickshank --- For
			Item 2.6a
	1.4	Elect Director Raymond V. Dittamore --- For
			Item 2.6a
	1.5	Elect Director Thomas W. Horton --- For
			Item 2.6a
	1.6	Elect Director Irwin Mark Jacobs --- For
			Item 2.6a
	1.7	Elect Director Paul E. Jacobs --- For
			Item 2.6a
	1.8	Elect Director Robert E. Kahn --- For
			Item 2.6a
	1.9	Elect Director Sherry Lansing --- For
			Item 2.6a
	1.10	Elect Director Duane A. Nelles --- For
			Item 2.6a
	1.11	Elect Director Marc I. Stern --- For
			Item 2.6a
	1.12	Elect Director Brent Scowcroft --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Raytheon Co. *RTN*			755111507			04/03/09
	1	Elect Director Vernon E. Clark			For	For		Mgmt
			2.6a
	2	Elect Director John M. Deutch			For	For		Mgmt
			2.6a
	3	Elect Director Frederic M. Poses			For	For		Mgmt
			2.6a
	4	Elect Director Michael C. Ruettgers			For	For		Mgmt
			2.6a
	5	Elect Director Ronald L. Skates			For	For		Mgmt
			2.6a
	6	Elect Director William R. Spivey			For	For		Mgmt
			2.6a
	7	Elect Director Linda G. Stuntz			For	For		Mgmt
			2.6a
	8	Elect Director William H. Swanson			For	For		Mgmt
			2.6a
	9	Ratify Auditors			For	For		Mgmt
			3.1a
	10	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	11	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	12	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	13	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	14	Submit SERP to Shareholder Vote			Against	Against		ShrHoldr
			5.1c
05/19/09 - A	SAP AG			803054204			03/26/09
		Meeting for ADR Holders
	1	Resolution On The Appropriation Of The Retained Earnings Of Thefiscal Year 2008			For	For		Mgmt
			3.18
	2	Resolution On The Formal Approval Of The Acts Of The Executiveboard In The Fiscal Year 2008			For	For		Mgmt
			3.25
	3	Resolution On The Formal Approval Of The Acts Of The Supervisoryboard In The Fiscal Year 2008			For	For		Mgmt
			3.25
	4	Appointment Of The Auditor Of The Financial Statements And Groupfinancial Statements For The Fiscal Year 2009			For	For		Mgmt
			3.1a
	5	Resolution On Authorization To Acquire And Use Treasury Sharespursuant To Section 71 (1) No. 8 Of German Stock Corporation Act(aktiengesetz; Aktg), With Possible Exclusion Of Shareholderssubscription Rights & Potential Rights To Offer Shares			For	For		Mgmt
			1.3a
	6	Resolution On The Amendment Of Section 19 Of The Articles Ofincorporation To Reflect The German Act Implementing Theshareholders Rights Directive (gesetz Zur Umsetzung Deraktionarsrichtlinie; Arug)			For	For		Mgmt
			3.23b
04/08/09 - A	Schlumberger Ltd. *SLB*			806857108			02/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect P. Camus as Director --- For
			2.6a
	1.2	Elect J.S. Gorelick as Director --- For
			2.6a
	1.3	Elect A. Gould as Director --- For
			2.6a
	1.4	Elect T. Issac as Director --- For
			2.6a
	1.5	Elect N. Kudryavtsev as Director --- For
			2.6a
	1.6	Elect A. Lajous as Director --- For
			2.6a
	1.7	Elect M.E. Marks as Director --- For
			2.6a
	1.8	Elect L.R. Reif as Director --- For
			2.6a
	1.9	Elect T.I. Sandvold as Director --- For
			2.6a
	1.10	Elect H. Seydoux as Director --- For
			2.6a
	1.11	Elect L.G. Stuntz as Director --- For
			2.6a
	2	Adopt and Approve Financials and Dividends			For	For		Mgmt
			3.24
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	4	Approval of Independent Registered Public Accounting Firm			For	For		Mgmt
			3.1a
05/12/09 - A	Smith International, Inc. *SII*			832110100			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert Kelley --- For
			Item 2.6a
	1.2	Elect Director Luiz Rodolfo Landim Machado --- For
			Item 2.6a
	1.3	Elect Director Doug Rock --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
08/27/08 - A	Smithfield Foods, Inc. *SFD*			832248108			07/11/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert L. Burrus, Jr. --- For
			2.6a
	1.2	Elect Director Hon. Carol T. Crawford --- For
			2.6a
	1.3	Elect Director David C. Nelson --- For
			2.6a
	1.4	Elect Director Gaoning Ning --- For
			2.6a
	1.5	Elect Director Frank S. Royal, M.D. --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
04/29/09 - A	Stryker Corp. *SYK*			863667101			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John W. Brown --- For
			Item 2.6a
	1.2	Elect Director Howard E. Cox. Jr. --- For
			Item 2.6a
	1.3	Elect Director Donald M. Engelman --- For
			Item 2.6a
	1.4	Elect Director Louise L. Francesconi --- For
			Item 2.6a
	1.5	Elect Director Howard L. Lance --- For
			Item 2.6a
	1.6	Elect Director Stephen P. MacMillan --- For
			Item 2.6a
	1.7	Elect Director William U. Parfet --- For
			Item 2.6a
	1.8	Elect Director Ronda E. Stryker --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/22/09 - A	Teva Pharmaceutical Industries Ltd.			881624209			05/13/09
		Meeting for ADR Holders
	1	Approve Final Dividend			For	For		Mgmt
			Item 3.18
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Phillip Frost as Director --- For
			Item 2.6a
	2.2	Elect Roger Abravanel as Director --- For
			Item 2.6a
	2.3	Elect Elon Kohlberg as Director --- For
			Item 2.6a
	2.4	Elect Yitzhak Peterburg as Director --- For
			Item 2.6a
	2.5	Elect Erez Vigodman as Director --- For
			Item 2.6a
	3	Approve Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			Item 3.1a
05/14/09 - A	The Charles Schwab Corp. *SCHW*			808513105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Nancy H. Bechtle --- For
			2.6a
	1.2	Elect Director Walter W. Bettinger II --- For
			2.6a
	1.3	Elect Director C. Preston Butcher --- For
			2.6a
	2	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	3	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			4.1 per Erik Becker
	4	Amend Corporate Executive Bonus Plan			Against	Against		ShrHoldr
			4.1 per Erik Becker
04/22/09 - A	The Coca-Cola Company *KO*			191216100			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Herbert A. Allen --- For
			2.6a
	1.2	Elect Director Ronald W. Allen --- For
			2.6a
	1.3	Elect Director Cathleen P. Black --- For
			2.6a
	1.4	Elect Director Barry Diller --- For
			2.6a
	1.5	Elect Director Alexis M. Herman --- For
			2.6a
	1.6	Elect Director Muhtar Kent --- For
			2.6a
	1.7	Elect Director Donald R. Keough --- For
			2.6a
	1.8	Elect Director Maria Elena Lagomsino --- For
			2.6a
	1.9	Elect Director Donald F. McHenry --- For
			2.6a
	1.10	Elect Director Sam Nunn --- For
			2.6a
	1.11	Elect Director James D. Robinson III --- For
			2.6a
	1.12	Elect Director Peter V. Ueberroth --- For
			2.6a
	1.13	Elect Director Jacob Wallenberg --- For
			2.6a
	1.14	Elect Director James B. Williams --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b "Say On Pay"
	4	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	5	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			3.23c
	6	Performance-Based Awards			Against	Against		ShrHoldr
			4.1
06/25/09 - A	The Kroger Co. *KR*			501044101			04/27/09
	1	Elect Director Reuben V. Anderson			For	For		Mgmt
			2.6a
	2	Elect Director Robert D. Beyer			For	For		Mgmt
			2.6a
	3	Elect Director David B. Dillon			For	For		Mgmt
			2.6a
	4	Elect Director Susan J. Kropf			For	For		Mgmt
			2.6a
	5	Elect Director John T. Lamacchia			For	For		Mgmt
			2.6a
	6	Elect Director David B. Lewis			For	For		Mgmt
			2.6a
	7	Elect Director Don W. Mcgeorge			For	For		Mgmt
			2.6a
	8	Elect Director W. Rodney Mcmullen			For	For		Mgmt
			2.6a
	9	Elect Director Jorge P. Montoya			For	For		Mgmt
			2.6a
	10	Elect Director Clyde R. Moore			For	For		Mgmt
			2.6a
	11	Elect Director Susan M. Phillips			For	For		Mgmt
			2.6a
	12	Elect Director Steven R. Rogel			For	For		Mgmt
			2.6a
	13	Elect Director James A. Runde			For	For		Mgmt
			2.6a
	14	Elect Director Ronald L. Sargent			For	For		Mgmt
			2.6a
	15	Elect Director Bobby S. Shackouls			For	For		Mgmt
			2.6a
	16	Ratify Auditors			For	For		Mgmt
			3.1a
	17	Increase Purchasing of Cage Free Eggs			Against	Against		ShrHoldr
			6.4
	18	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
04/15/09 - A	The Sherwin-Williams Co. *SHW*			824348106			02/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Arthur F. Anton --- For
			2.6a
	1.2	Elect Director James C. Boland --- For
			2.6a
	1.3	Elect Director Christopher M. Connor --- For
			2.6a
	1.4	Elect Director David F. Hodnik --- For
			2.6a
	1.5	Elect Director Susan J. Kropf --- For
			2.6a
	1.6	Elect Director Gary E. McCullough --- For
			2.6a
	1.7	Elect Director A. Malachi Mixon, III --- For
			2.6a
	1.8	Elect Director Curtis E. Moll --- For
			2.6a
	1.9	Elect Director Richard K. Smucker --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
05/14/09 - A	Union Pacific Corp. *UNP*			907818108			03/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Andrew H. Card, Jr. --- For
			Item 2.6a
	1.2	Elect Director Erroll B. Davis, Jr. --- For
			Item 2.6a
	1.3	Elect Director Thomas J. Donohue --- For
			Item 2.6a
	1.4	Elect Director Archie W. Dunham --- For
			Item 2.6a
	1.5	Elect Director Judith Richards Hope --- For
			Item 2.6a
	1.6	Elect Director Charles C. Krulak --- For
			Item 2.6a
	1.7	Elect Director Michael R. McCarthy --- For
			Item 2.6a
	1.8	Elect Director Michael W. McConnell --- For
			Item 2.6a
	1.9	Elect Director Thomas F. McLarty III --- For
			Item 2.6a
	1.10	Elect Director Steven R. Rogel --- For
			Item 2.6a
	1.11	Elect Director Jose H. Villarreal --- For
			Item 2.6a
	1.12	Elect Director James R. Young --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	3	Report on Political Contributions			Against	Against		ShrHoldr
			Item 7.2b
10/14/08 - S	Visa Inc. *V*			92826C839			08/27/08
	1	Amend Certificate of Incorporation to Declassify the Board of Directors and Eliminate Certain Provisions			For	For		Mgmt
			1.3a
12/16/08 - S	Visa Inc. *V*			92826C839			11/12/08
	1	Amend Certificate of Incorporation			For	For		Mgmt
			3.23c
04/21/09 - A	Visa Inc. *V*			92826C839			02/26/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Hani Al-Qadi --- For
			Item 2.6a
	1.2	Elect Director Charles T. Doyle --- For
			Item 2.6a
	1.3	Elect Director Peter Hawkins --- For
			Item 2.6a
	1.4	Elect Director David I. McKay --- For
			Item 2.6a
	1.5	Elect Director Charles W. Scharf --- For
			Item 2.6a
	1.6	Elect Director Segismundo Schulin-Zeuthen --- For
			Item 2.6a
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Thomas J. Campbell --- For
			Item 2.6a
	2.2	Elect Director Gary P. Coughlan --- For
			Item 2.6a
	2.3	Elect Director Mary B. Cranston --- For
			Item 2.6a
	2.4	Elect Director Francisco Javier Fernandez-Carbajal --- For
			Item 2.6a
	2.5	Elect Director Suzanne Nora Johnson --- For
			Item 2.6a
	2.6	Elect Director Joseph. W. Saunders --- For
			Item 2.6a
	3	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/05/09 - A	Wal-Mart Stores, Inc. *WMT*			931142103			04/09/09
	1	Elect Director Aida M. Alvarez			For	For		Mgmt
			2.6a
	2	Elect Director James W. Breyer			For	For		Mgmt
			2.6a
	3	Elect Director M. Michele Burns			For	For		Mgmt
			2.6a
	4	Elect Director James I. Cash, Jr.			For	For		Mgmt
			2.6a
	5	Elect Director Roger C. Corbett			For	For		Mgmt
			2.6a
	6	Elect Director Douglas N. Daft			For	For		Mgmt
			2.6a
	7	Elect Director Michael T. Duke			For	For		Mgmt
			2.6a
	8	Elect Director Gregory B. Penner			For	For		Mgmt
			2.6a
	9	Elect Director Allen I. Questrom			For	For		Mgmt
			2.6a
	10	Elect Director H. Lee Scott, Jr.			For	For		Mgmt
			2.6a
	11	Elect Director Arne M. Sorenson			For	For		Mgmt
			2.6a
	12	Elect Director Jim C. Walton			For	For		Mgmt
			2.6a
	13	Elect Director S. Robson Walton			For	For		Mgmt
			2.6a
	14	Elect Director Christopher J. Williams			For	For		Mgmt
			2.6a
	15	Elect Director Linda S. Wolf			For	For		Mgmt
			2.6a
	16	Ratify Auditors			For	For		Mgmt
			3.1a
	17	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			6.1a
	18	Pay For Superior Performance			Against	Against		ShrHoldr
			5.1c
	19	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	20	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	21	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	22	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
02/17/09 - C	Weatherford International Ltd *WFT*			G95089101			12/15/08
		Court-Ordered Meeting for Shareholders
	1	Approve Reincorporation through Scheme of Arrangement with Subsiadiary			For	For		Mgmt
			3.5 Per Erik Becker
	2	Adjourn Meeting			For	For		Mgmt
			7.7b Per Erik Becker
	3	Transact Other Business (Non-Voting)			None	None		Mgmt
09/25/08 - S	Wm. Wrigley Jr. Co.			982526105			07/28/08
	1	Approve Merger Agreement			For	For		Mgmt
			3.5 Per Erik Becker
	2	Adjourn Meeting			For	For		Mgmt
			7.7b
05/19/09 - A	XTO Energy Inc *XTO*			98385X106			03/31/09
	1	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Phillip R. Kevil --- For
			2.6a
	2.2	Elect Director Herbert D. Simons --- For
			2.6a
	2.3	Elect Director Vaughn O. Vennerberg II --- For
			2.6a
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	6	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris

IVY ENERGY FUND

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
61 Ivy Energy Fund
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
05/19/09 - A	Anadarko Petroleum Corp. *APC*			032511107			03/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert J. Allison, Jr. --- For
			Item 2.6a
	1.2	Elect Director Peter J. Fluor --- For
			Item 2.6a
	1.3	Elect Director John W. Poduska, Sr. --- For
			Item 2.6a
	1.4	Elect Director Paula Rosput Reynolds --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	3	Declassify the Board of Directors			For	For		Mgmt
			Item 2.4b
	4	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			Item 6.1
05/07/09 - A	Apache Corp. *APA*			037411105			03/18/09
	1	Elect Director Frederick M. Bohen			For	For		Mgmt
			Item 2.6a
	2	Elect Director George D. Lawrence			For	For		Mgmt
			Item 2.6a
	3	Elect Director Rodman D. Patton			For	For		Mgmt
			Item 2.6a
	4	Elect Director Charles J. Pitman			For	For		Mgmt
			Item 2.6a
03/10/09 - A	Applied Materials, Inc. *AMAT*			038222105			01/12/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Aart J. de Geus --- For
			Item 2.6a
	1.2	Elect Director Stephen R. Forrest --- For
			Item 2.6a
	1.3	Elect Director Philip V. Gerdine --- For
			Item 2.6a
	1.4	Elect Director Thomas J. Iannotti --- For
			Item 2.6a
	1.5	Elect Director Alexander A. Karsner --- For
			Item 2.6a
	1.6	Elect Director Charles Y.S. Liu --- For
			Item 2.6a
	1.7	Elect Director Gerhard H. Parker --- For
			Item 2.6a
	1.8	Elect Director Dennis D. Powell --- For
			Item 2.6a
	1.9	Elect Director Willem P. Roelandts --- For
			Item 2.6a
	1.10	Elect Director James E. Rogers --- For
			Item 2.6a
	1.11	Elect Director Michael R. Splinter --- For
			Item 2.6a
	2	Reduce Supermajority Vote Requirement			For	For		Mgmt
			Item 3.4b
	3	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/23/09 - A	Arch Coal, Inc. *ACI*			039380100			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Frank Burke --- For
			Item 2.6a
	1.2	Elect Director Patricia Godley --- For
			Item 2.6a
	1.3	Elect Director Thomas A. Lockhart --- For
			Item 2.6a
	1.4	Elect Director Welsey M. Taylor --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/23/09 - A	Baker Hughes Incorporated *BHI*			057224107			02/26/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Larry D. Brady --- For
			2.6a
	1.2	Elect Director Clarence P. Cazalot, Jr. --- For
			2.6a
	1.3	Elect Director Chad C. Deaton --- For
			2.6a
	1.4	Elect Director Edward P. Djerejian --- For
			2.6a
	1.5	Elect Director Anthony G. Fernandes --- For
			2.6a
	1.6	Elect Director Claire W. Gargalli --- For
			2.6a
	1.7	Elect Director Pierre H. Jungels --- For
			2.6a
	1.8	Elect Director James A. Lash --- For
			2.6a
	1.9	Elect Director J. Larry Nichols --- For
			2.6a
	1.10	Elect Director H. John Riley, Jr. --- For
			2.6a
	1.11	Elect Director Charles L. Watson --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
01/29/09 - A	BJ Services Company *BJS*			055482103			12/08/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John R. Huff --- For
			2.6a
	1.2	Elect Director Michael E. Patrick --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
04/16/09 - A	BP plc			055622104			02/20/09
		Meeting for ADR Holders
	1	TO RECEIVE THE DIRECTORS ANNUAL REPORT AND ACCOUNTS			For	For		Mgmt
			3.24
	2	TO APPROVE THE DIRECTORS REMUNERATION REPORT			For	Against		Mgmt
			2.8a Per David Ginther
	3	DIRECTOR MR A BURGMANS			For	For		Mgmt
			2.6a
	4	DIRECTOR MRS C B CARROLL			For	For		Mgmt
			2.6a
	5	DIRECTOR SIR WILLIAM CASTELL			For	For		Mgmt
			2.6a
	6	DIRECTOR MR I C CONN			For	For		Mgmt
			2.6a
	7	DIRECTOR MR G DAVID			For	For		Mgmt
			2.6a
	8	DIRECTOR MR E B DAVIS, JR			For	For		Mgmt
			2.6a
	9	DIRECTOR MR R DUDLEY			For	For		Mgmt
			2.6a
	10	DIRECTOR MR D J FLINT			For	For		Mgmt
			2.6a
	11	DIRECTOR DR B E GROTE			For	For		Mgmt
			2.6a
	12	DIRECTOR DR A B HAYWARD			For	For		Mgmt
			2.6a
	13	DIRECTOR MR A G INGLIS			For	For		Mgmt
			2.6a
	14	DIRECTOR DR D S JULIUS			For	For		Mgmt
			2.6a
	15	DIRECTOR SIR TOM MCKILLOP			For	For		Mgmt
			2.6a
	16	DIRECTOR SIR IAN PROSSER			For	For		Mgmt
			2.6a
	17	DIRECTOR MR P D SUTHERLAND			For	For		Mgmt
			2.6a
	18	TO RE-APPOINT ERNST & YOUNG LLP AS AUDITORS AND AUTHORIZE THEBOARD TO FIX THEIR REMUNERATION			For	For		Mgmt
			3.1a
	19	SPECIAL RESOLUTION: TO GIVE LIMITED AUTHORITY FOR THE PURCHASEOF ITS OWN SHARES BY THE COMPANY			For	For		Mgmt
			3.21a
	20	TO GIVE LIMITED AUTHORITY TO ALLOT SHARES UP TO A SPECIFIEDAMOUNT			For	Against		Mgmt
			3.9a
	21	SPECIAL RESOLUTION: TO GIVE AUTHORITY TO ALLOT A LIMITED NUMBEROF SHARES FOR CASH FREE OF PRE-EMPTION RIGHTS			For	For		Mgmt
			3.9a
	22	SPECIAL RESOLUTION: TO AUTHORIZE THE CALLING OF GENERAL MEETINGS(EXCLUDING ANNUAL GENERAL MEETINGS) BY NOTICE OF AT LEAST 14CLEAR DAYS			For	For		Mgmt
			3.2b
04/23/09 - A	Bucyrus International, Inc. *BUCY*			118759109			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Paul W. Jones --- For
			Item 2.6a
	1.2	Elect Director Robert L. Purdum --- For
			Item 2.6a
	1.3	Elect Director Timothy W. Sullivan --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/28/09 - A	Cabot Oil & Gas Corp. *COG*			127097103			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Rhys J. Best --- For
			2.6a
	1.2	Elect Director Robert Kelley --- For
			2.6a
	1.3	Elect Director P. Dexter Peacock --- For
			2.6a
	2	Increase Authorized Common Stock			For	For		Mgmt
			3.6
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
05/27/09 - A	Cameco Corp. *CCO*			13321L108			04/03/09
	1	The Undersigned Hereby Certifies that the Shares Represented by this Proxy are Owned and Controlled by a Canadian (Residents mark the FOR Box; One or more Non-Residents mark the ABSTAIN box)			None	Abstain		Mgmt
			99
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director John H. Clappison --- For
			2.6a
	2.2	Elect Director Joe F. Colvin --- For
			2.6a
	2.3	Elect Director James R. Curtiss --- For
			2.6a
	2.4	Elect Director George S. Dembroski --- For
			2.6a
	2.5	Elect Director Donald H.F. Deranger --- For
			2.6a
	2.6	Elect Director James K. Gowans --- For
			2.6a
	2.7	Elect Director Gerald W. Grandey --- For
			2.6a
	2.8	Elect Director Nancy E. Hopkins --- For
			2.6a
	2.9	Elect Director Oyvind Hushovd --- For
			2.6a
	2.10	Elect Director J.W. George Ivany --- For
			2.6a
	2.11	Elect Director A. Anne McLellan --- For
			2.6a
	2.12	Elect Director A. Neil McMillan --- For
			2.6a
	2.13	Elect Director Robert W. Peterson --- For
			2.6a
	2.14	Elect Director Victor J. Zaleschuk --- For
			2.6a
	3	Ratify KPMG LLP as Auditors			For	For		Mgmt
			3.1a
05/13/09 - A	Cameron International Corp *CAM*			13342B105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director C. Baker Cunningham --- For
			2.6a
	1.2	Elect Director Sheldon R. Erikson --- For
			2.6a
	1.3	Elect Director Douglas L. Foshee --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/27/09 - A	CNOOC LTD			126132109			04/27/09
		Meeting for ADR Holders
	1	Accept Financial Statements and Statutory Reports			For	For		Mgmt
			3.24
	2	Approve Final Dividend			For	For		Mgmt
			3.18
	3	Reelect Wu Guangqi as Executive Director			For	For		Mgmt
			2.6a
	4	Reelect Cao Xinghe as Non-Executive Director			For	For		Mgmt
			2.6a
	5	Reelect Wu Zhenfang as Non-Executive Director			For	For		Mgmt
			2.6a
	6	Reelect Edgar W. K. Cheng as Independent Non-Executive Director			For	For		Mgmt
			2.6a
	7	Authorise Board Of Directors To Fix Remuneration Of Directors.			For	For		Mgmt
			2.8a
	8	Re-appoint The Company S Independent Auditors And Toauthorise The Board Of Directors To Fix Their Remuneration.			For	For		Mgmt
			3.1a
	9	Grant General Mandate To Directors To Repurchase Shares In Thecapital Of Company Not Exceeding 10% Of Share Capital.			For	For		Mgmt
			3.21a
	10	Grant General Mandate To Directors To Allot, Issue And Deal Withadditional Shares In Capital Of Company Not Exceeding 20%.			For	For		Mgmt
			3.9b
	11	Extend General Mandate Granted To Directors To Allot, Issue Anddeal With Shares In Capital Of Company.			For	For		Mgmt
			3.9b
	12	Approve Resolution C.1 In Relation To The Proposed Amendmentto Article 85 Of The Articles Of Association Of The Company.			For	For		Mgmt
			3.23c
05/13/09 - A	ConocoPhillips *COP*			20825C104			03/16/09
	1	Elect Directors			For	For		Mgmt
	2	Ratify Auditors			For	For		Mgmt
	3	Approve Omnibus Stock Plan			For	For		Mgmt
	4	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
	6	Report on Political Contributions			Against	Against		ShrHoldr
	7	Adopt Quantitative GHG Goals for Products and Operations			Against	Against		ShrHoldr
	8	Report on Environmental Impact of Oil Sands Operations in Canada			Against	Against		ShrHoldr
	9	Require Director Nominee Qualifications			Against	Against		ShrHoldr
04/28/09 - A	Consol Energy, Inc. *CNX*			20854P109			03/05/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John Whitmire --- For
			2.6a
	1.2	Elect Director J. Brett Harvey --- For
			2.6a
	1.3	Elect Director James E. Altmeyer, Sr. --- For
			2.6a
	1.4	Elect Director Philip W. Baxter --- For
			2.6a
	1.5	Elect Director William E. Davis --- For
			2.6a
	1.6	Elect Director Raj K. Gupta --- For
			2.6a
	1.7	Elect Director Patricia A. Hammick --- For
			2.6a
	1.8	Elect Director David C. Hardesty, Jr. --- For
			2.6a
	1.9	Elect Director John T. Mills --- For
			2.6a
	1.10	Elect Director William P. Powell --- For
			2.6a
	1.11	Elect Director Joseph T. Williams --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
	5	Provide Early Disclosure of Shareholder Proposal Voting Results			Against	Against		ShrHoldr
			5.4
05/28/09 - A	Continental Resources Inc/OK *CLR*			212015101			04/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert J. Grant --- For
			Item 2.6a
	1.2	Elect Director Ellis L. McCain --- For
			Item 2.6a
	1.3	Elect Director Mark E. Monroe --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/03/09 - A	Devon Energy Corp. *DVN*			25179M103			04/06/09
	1	Elect Directors			For	For		Mgmt
	2	Elect Director Robert A. Mosbacher, Jr.			For	For		Mgmt
	3	Ratify Auditors			For	For		Mgmt
	4	Approve Omnibus Stock Plan			For	For		Mgmt
	5	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
05/06/09 - A	EL Paso Corp *EP*			28336L109			03/11/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Juan Carlos Braniff --- For
			2.6a
	1.2	Elect Director James L. Dunlap --- For
			2.6a
	1.3	Elect Director Douglas L. Foshee --- For
			2.6a
	1.4	Elect Director Robert W. Goldman --- For
			2.6a
	1.5	Elect Director Anthony W. Hall, Jr. --- For
			2.6a
	1.6	Elect Director Thomas R. Hix --- For
			2.6a
	1.7	Elect Director Ferrell P. McClean --- For
			2.6a
	1.8	Elect Director Steven J. Shapiro --- For
			2.6a
	1.9	Elect Director J. Michael Talbert --- For
			2.6a
	1.10	Elect Director Robert F. Vagt --- For
			2.6a
	1.11	Elect Director John L. Whitmire --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Ratify Auditors			For	For		Mgmt
			3.1a
05/06/09 - A	Enbridge Inc. *ENB*			29250N105			03/19/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director David A. Arledge --- For
			2.6a
	1.2	Elect Director James J. Blanchard --- For
			2.6a
	1.3	Elect Director J. Lorne Braithwaite --- For
			2.6a
	1.4	Elect Director Patrick D. Daniel --- For
			2.6a
	1.5	Elect Director J. Herb England --- For
			2.6a
	1.6	Elect Director David A. Leslie --- For
			2.6a
	1.7	Elect Director George K. Petty --- For
			2.6a
	1.8	Elect Director Charles E. Shultz --- For
			2.6a
	1.9	Elect Director Dan C. Tutcher --- For
			2.6a
	1.10	Elect Director Catherine L. Williams --- For
			2.6a
	2	Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	3	Report on Environmental Liabilities Relating to Gateway Project Pipeline			Against	Against		ShrHoldr
			5.4
	4	Report on Costs and Benefits of Policy on Free Prior and Informed Consent of Aboriginal Communities			Against	For		ShrHoldr
			5.4 per David Ginther
11/18/08 - A	Energy Conversion Devices, Inc. *ENER*			292659109			10/01/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Joseph A. Avila --- For
			Item 2.6a
	1.2	Elect Director Alan E. Barton --- For
			Item 2.6a
	1.3	Elect Director Christopher P. Belden --- For
			Item 2.6a
	1.4	Elect Director Robert I. Frey --- For
			Item 2.6a
	1.5	Elect Director William J. Ketelhut --- For
			Item 2.6a
	1.6	Elect Director Mark D. Morelli --- For
			Item 2.6a
	1.7	Elect Director Stephen Rabinowitz --- For
			Item 2.6a
	1.8	Elect Director George A Schreiber, Jr. --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Ensco International, Inc. *ESV*			26874Q100			03/31/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Gerald W. Haddock --- For
			2.6a
	1.2	Elect Director Paul E. Rowsey, III --- For
			2.6a
	1.3	Elect Director C. Christopher Gaut --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/08/09 - A	Entergy Corp. *ETR*			29364G103			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Maureen Scannell Bateman --- For
			Item 2.6a
	1.2	Elect Director W. Frank Blount --- For
			Item 2.6a
	1.3	Elect Director Gary W. Edwards --- For
			Item 2.6a
	1.4	Elect Director Alexis M. Herman --- For
			Item 2.6a
	1.5	Elect Director Donald C. Hintz --- For
			Item 2.6a
	1.6	Elect Director J. Wayne Leonard --- For
			Item 2.6a
	1.7	Elect Director Stuart L. Levenick --- For
			Item 2.6a
	1.8	Elect Director James R. Nichols --- For
			Item 2.6a
	1.9	Elect Director William A. Percy, II --- For
			Item 2.6a
	1.10	Elect Director W.J. Tauzin --- For
			Item 2.6a
	1.11	Elect Director Steven V. Wilkinson --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/29/09 - A	EOG Resources, Inc. *EOG*			26875P101			03/05/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director George A. Alcorn --- For
			Item 2.6a
	1.2	Elect Director Charles R. Crisp --- For
			Item 2.6a
	1.3	Elect Director James C. Day --- For
			Item 2.6a
	1.4	Elect Director Mark G. Papa --- For
			Item 2.6a
	1.5	Elect Director H. Leighton Steward --- For
			Item 2.6a
	1.6	Elect Director Donald F. Textor --- For
			Item 2.6a
	1.7	Elect Director Frank G. Wisner --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/28/09 - A	Exelon Corporation *EXC*			30161N101			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John A. Canning, Jr. --- For
			2.6a
	1.2	Elect Director M. Walter D'Alessio --- For
			2.6a
	1.3	Elect Director Bruce DeMars --- For
			2.6a
	1.4	Elect Director Nelson A. Diaz --- For
			2.6a
	1.5	Elect Director Rosemarie B. Greco --- For
			2.6a
	1.6	Elect Director Paul L. Joskow --- For
			2.6a
	1.7	Elect Director John M. Palms --- For
			2.6a
	1.8	Elect Director John W. Rogers, Jr. --- For
			2.6a
	1.9	Elect Director John W. Rowe --- For
			2.6a
	1.10	Elect Director Stephen D. Steinour --- For
			2.6a
	2	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
	4	Report on Global Warming			Against	Against		ShrHoldr
			5.4
05/27/09 - A	Exxon Mobil Corp. *XOM*			30231G102			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director M.J. Boskin --- For
			2.6a
	1.2	Elect Director L.R. Faulkner --- For
			2.6a
	1.3	Elect Director K.C. Frazier --- For
			2.6a
	1.4	Elect Director .W. George --- For
			2.6a
	1.5	Elect Director R.C. King --- For
			2.6a
	1.6	Elect Director M.C. Nelson --- For
			2.6a
	1.7	Elect Director S.J. Palmisano --- For
			2.6a
	1.8	Elect Director S.S Reinemund --- For
			2.6a
	1.9	Elect Director R.W. Tillerson --- For
			2.6a
	1.10	Elect Director E.E. Whitacre, Jr. --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	4	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	5	Reincorporate in Another State [from New Jersey to North Dakota]			Against	Against		ShrHoldr
			3.16a
	6	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	7	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	8	Compare CEO Compensation to Average U.S. per Capita Income			Against	Against		ShrHoldr
			5.4
	9	Review Anti-discrimination Policy on Corporate Sponsorships and Executive Perks			Against	Against		ShrHoldr
			5.4
	10	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			6.1
	11	Adopt Quantitative GHG Goals for Products and Operations			Against	Against		ShrHoldr
			6.2 Per Erik Becker
	12	Report on Climate Change Impacts on Emerging Countries			Against	Against		ShrHoldr
			5.4
	13	Adopt Policy to Increase Renewable Energy			Against	Against		ShrHoldr
			6.2 Per Erik Becker
06/04/09 - A	FIRST SOLAR INC *FSLR*			336433107			04/14/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Michael J. Ahearn --- For
			Item 2.6a
	1.2	Elect Director Craig Kennedy --- For
			Item 2.6a
	1.3	Elect Director James F. Nolan --- For
			Item 2.6a
	1.4	Elect Director J. Thomas Presby --- For
			Item 2.6a
	1.5	Elect Director Paul H. Stebbins --- For
			Item 2.6a
	1.6	Elect Director Michael Sweeney --- For
			Item 2.6a
	1.7	Elect Director Jose H. Villarreal --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/06/09 - A	Fluor Corp. *FLR*			343412102			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Peter K. Barker --- For
			Item 2.6a
	1.2	Elect Director Alan L. Boeckmann --- For
			Item 2.6a
	1.3	Elect Director Vilma S. Martinez --- For
			Item 2.6a
	1.4	Elect Director Dean R. O'Hare --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/15/09 - A	FMC Technologies, Inc. *FTI*			30249U101			03/19/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect DirectorMike R. Bowlin --- For
			Item 2.6a
	1.2	Elect DirectorPhilip J. Burguieres --- For
			Item 2.6a
	1.3	Elect DirectorPeter D. Kinnear --- For
			Item 2.6a
	1.4	Elect DirectorEdward J. Mooney --- For
			Item 2.6a
	1.5	Elect DirectorJames M. Ringler --- For
			Item 2.6a
	2	Increase Authorized Common Stock			For	For		Mgmt
			Item 3.6
05/13/09 - A	Foundation Coal Hldgs Inc *FCL*			35039W100			03/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director James F. Roberts --- For
			Item 2.6a
	1.2	Elect Director Kurt D. Kost --- For
			Item 2.6a
	1.3	Elect Director William J. Crowley, Jr. --- For
			Item 2.6a
	1.4	Elect Director David I. Foley --- For
			Item 2.6a
	1.5	Elect Director P. Michael Giftos --- For
			Item 2.6a
	1.6	Elect Director Alex T. Krueger --- For
			Item 2.6a
	1.7	Elect Director Joel Richards, III --- For
			Item 2.6a
	1.8	Elect Director Robert C. Scharp --- For
			Item 2.6a
	1.9	Elect Director Thomas V. Shockley, III --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/20/09 - A	Halliburton Co. *HAL*			406216101			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Alan M. Bennett --- For
			2.6a
	1.2	Elect Director James R. Boyd --- For
			2.6a
	1.3	Elect Director Milton Carroll --- For
			2.6a
	1.4	Elect Director S. Malcolm Gillis --- For
			2.6a
	1.5	Elect Director James T. Hackett --- For
			2.6a
	1.6	Elect Director David J. Lesar --- For
			2.6a
	1.7	Elect Director Robert A. Malone --- For
			2.6a
	1.8	Elect Director J. Landis Martin --- For
			2.6a
	1.9	Elect Director Jay A. Precourt --- For
			2.6a
	1.10	Elect Director Debra L. Reed --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	4	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	5	Review and Assess Human Rights Policies			Against	Against		ShrHoldr
			5.4
	6	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	7	Adopt Low Carbon Energy Policy			Against	Against		ShrHoldr
			5.4
	8	Disclose Information on Compensation Consultant			Against	For		ShrHoldr
			5.4 Per David Ginther
	9	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	10	Establish Independent Director Committee to Review and Report on Financial Misconducts and Human Rights Abuses			Against	Against		ShrHoldr
			5.4
03/04/09 - A	Helmerich & Payne, Inc. *HP*			423452101			01/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director W. H. Helmerich, III --- For
			Item 2.6a
	1.2	Elect Director Francis Rooney --- For
			Item 2.6a
	1.3	Elect Director Edward B. Rust, Jr. --- For
			Item 2.6a
05/06/09 - A	Hess Corporation *HES*			42809H107			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director J.B. Hess --- For
			Item 2.6a
	1.2	Elect Director S.W. Bodman --- For
			Item 2.6a
	1.3	Elect Director R. Lavizzo-Mourey --- For
			Item 2.6a
	1.4	Elect Director C.G. Matthews --- For
			Item 2.6a
	1.5	Elect Director E.H. von Metzsch --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
10/08/08 - S	* HONGHUA GROUP LTD			G4584R109			None
	1	Approve Sales Framework Agreement and Related Annual Caps			For	For		Mgmt
	2	Approve Purchases Framework Agreement and Related Annual Caps			For	For		Mgmt
01/22/09 - A	Jacobs Engineering Group Inc. *JEC*			469814107			12/08/08
	1	Elect Director Joseph R. Bronson			For	For		Mgmt
			2.6a
	2	Elect Director Thomas M.T. Niles			For	For		Mgmt
			2.6a
	3	Elect Director Noel G. Watson			For	For		Mgmt
			2.6a
	4	Elect Director John F. Coyne			For	For		Mgmt
			2.6a
	5	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	6	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	7	Ratify Auditors			For	For		Mgmt
			3.1a
04/29/09 - A	Marathon Oil Corp. *MRO*			565849106			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Charles F. Bolden, Jr. --- For
			2.6a
	1.2	Elect Director Gregory H. Boyce --- For
			2.6a
	1.3	Elect Director Clarence P. Cazalot, Jr. --- For
			2.6a
	1.4	Elect Director David A. Daberko --- For
			2.6a
	1.5	Elect Director William L. Davis --- For
			2.6a
	1.6	Elect Director Shirley Ann Jackson --- For
			2.6a
	1.7	Elect Director Philip Lader --- For
			2.6a
	1.8	Elect Director Charles R. Lee --- For
			2.6a
	1.9	Elect Director Michael E. J. Phelps --- For
			2.6a
	1.10	Elect Director Dennis H. Reilley --- For
			2.6a
	1.11	Elect Director Seth E. Schofield --- For
			2.6a
	1.12	Elect Director John W. Snow --- For
			2.6a
	1.13	Elect Director Thomas J. Usher --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Bylaws-- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/07/09 - A	Mirant Corp *MIR.XA*			60467R100			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Thomas W. Cason --- For
			2.6a
	1.2	Elect Director A.D. (Pete) Correll --- For
			2.6a
	1.3	Elect Director Terry G. Dallas --- For
			2.6a
	1.4	Elect Director Thomas H. Johnson --- For
			2.6a
	1.5	Elect Director John T. Miller --- For
			2.6a
	1.6	Elect Director Edward R. Muller --- For
			2.6a
	1.7	Elect Director Robert C. Murray --- For
			2.6a
	1.8	Elect Director John M. Quain --- For
			2.6a
	1.9	Elect Director William L. Thacker --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Report on Reducing GHGs from Products and Operations			Against	Against		ShrHoldr
			5.4
06/02/09 - A	Nabors Industries, Ltd. *NBR*			G6359F103			04/03/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Eugene M. Isenberg as Director --- For
			2.6a
	1.2	Elect William T. Comfort as Director --- For
			2.6a
	2	Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix their Remuneration			For	For		Mgmt
			3.1a
	3	Pay for Superior Performance			Against	Against		ShrHoldr
			5.1c
	4	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99
05/19/09 - A	Natco Group, Inc. *NTG*			63227W203			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Keith K. Allan --- For
			2.6a
	1.2	Elect Director George K. Hickox, Jr. --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
05/13/09 - A	National Oilwell Varco, Inc. *NOV*			637071101			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Merrill A. Miller, Jr. --- For
			2.6a
	1.2	Elect Director Greg L. Armstrong --- For
			2.6a
	1.3	Elect Director David D. Harrison --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
05/07/09 - A	Newfield Exploration Co. *NFX*			651290108			03/10/09
	1	Elect Director David A. Trice			For	For		Mgmt
			2.6a
	2	Elect Director Lee K. Boothby			For	For		Mgmt
			2.6a
	3	Elect Director Philip J. Burguieres			For	For		Mgmt
			2.6a
	4	Elect Director Pamela J. Gardner			For	For		Mgmt
			2.6a
	5	Elect Director Dennis R. Hendrix			For	For		Mgmt
			2.6a
	6	Elect Director John Randolph Kemp III			For	For		Mgmt
			2.6a
	7	Elect Director J. Michael Lacey			For	For		Mgmt
			2.6a
	8	Elect Director Joseph H. Netherland			For	For		Mgmt
			2.6a
	9	Elect Director Howard H. Newman			For	For		Mgmt
			2.6a
	10	Elect Director Thomas G. Ricks			For	For		Mgmt
			2.6a
	11	Elect Director Juanita F. Romans			For	For		Mgmt
			2.6a
	12	Elect Director C. E. (Chuck) Shultz			For	For		Mgmt
			2.6a
	13	Elect Director J. Terry Strange			For	For		Mgmt
			2.6a
	14	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	15	Approve Non-Employee Director Restricted Stock Plan			For	For		Mgmt
			2.8a
	16	Ratify Auditors			For	For		Mgmt
			3.1a
04/28/09 - A	Noble Energy, Inc. *NBL*			655044105			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jeffrey L. Berenson --- For
			2.6a
	1.2	Elect Director Michael A. Cawley --- For
			2.6a
	1.3	Elect Director Edward F. Cox --- For
			2.6a
	1.4	Elect Director Charles D. Davidson --- For
			2.6a
	1.5	Elect Director Thomas J. Edelman --- For
			2.6a
	1.6	Elect Director Eric P. Grubman --- For
			2.6a
	1.7	Elect Director Kirby L. Hedrick --- For
			2.6a
	1.8	Elect Director Scott D. Urban --- For
			2.6a
	1.9	Elect Director William T. Van Kleef --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/01/09 - A	Occidental Petroleum Corp. *OXY*			674599105			03/11/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Spencer Abraham --- For
			2.6a
	1.2	Elect Director Ronald W. Burkle --- For
			2.6a
	1.3	Elect Director John S. Chalsty --- For
			2.6a
	1.4	Elect Director Edward P. Djerejian --- For
			2.6a
	1.5	Elect Director John E. Feick --- For
			2.6a
	1.6	Elect Director Ray R. Irani --- For
			2.6a
	1.7	Elect Director Irvin W. Maloney --- For
			2.6a
	1.8	Elect Director Avedick B. Poladian --- For
			2.6a
	1.9	Elect Director Rodolfo Segovia --- For
			2.6a
	1.10	Elect Director Aziz D. Syriani --- For
			2.6a
	1.11	Elect Director Rosemary Tomich --- For
			2.6a
	1.12	Elect Director Walter L. Weisman --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Provide Right to Call Special Meeting			For	For		Mgmt
			3.2b
	4	Report on Host Country Social and Environmental Laws			Against	Against		ShrHoldr
			1.3a
05/07/09 - A	Peabody Energy Corp. *BTU*			704549104			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Gregory H. Boyce --- For
			2.6a
	1.2	Elect Director William E. James --- For
			2.6a
	1.3	Elect Director Robert B. Karn III --- For
			2.6a
	1.4	Elect Director M. Frances Keeth --- For
			2.6a
	1.5	Elect Director Henry E. Lentz --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
11/24/08 - S	Petroleo Brasileiro			71654V408			10/30/08
		Meeting for ADR Holders
	1	Approve Absorption of 17 de Maio Participacoes SA			For	For		Mgmt
			3.5 Per Ryan Caldwell
	2	Appoint Independent Firm to Appraise Proposed Absorption			For	For		Mgmt
			3.5 Per Ryan Caldwell
04/08/09 - A	Petroleo Brasileiro			71654V408			03/23/09
		Meeting for ADR Holders
	1	Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2008			For	For		Mgmt
			3.24
	2	Approve Capital Budget for Upcoming Fiscal Year			For	For		Mgmt
			3.24
	3	Approve Allocation of Income and Dividends for Fiscal 2008			For	For		Mgmt
			3.18
	4	Elect Directors			For	For		Mgmt
			2.6a
	5	Elect Board Chairman			For	For		Mgmt
			2.13
	6	Elect Fiscal Council Members and Alternates			For	Against		Mgmt
			2.6b No Information
	7	Approve Remuneration of Executive Officers, Non-Executive Directors, and Fiscal Council Members			For	For		Mgmt
			1.3a
04/08/09 - A	Schlumberger Ltd. *SLB*			806857108			02/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect P. Camus as Director --- For
			2.6a
	1.2	Elect J.S. Gorelick as Director --- For
			2.6a
	1.3	Elect A. Gould as Director --- For
			2.6a
	1.4	Elect T. Issac as Director --- For
			2.6a
	1.5	Elect N. Kudryavtsev as Director --- For
			2.6a
	1.6	Elect A. Lajous as Director --- For
			2.6a
	1.7	Elect M.E. Marks as Director --- For
			2.6a
	1.8	Elect L.R. Reif as Director --- For
			2.6a
	1.9	Elect T.I. Sandvold as Director --- For
			2.6a
	1.10	Elect H. Seydoux as Director --- For
			2.6a
	1.11	Elect L.G. Stuntz as Director --- For
			2.6a
	2	Adopt and Approve Financials and Dividends			For	For		Mgmt
			3.24
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	4	Approval of Independent Registered Public Accounting Firm			For	For		Mgmt
			3.1a
05/12/09 - A	Smith International, Inc. *SII*			832110100			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert Kelley --- For
			Item 2.6a
	1.2	Elect Director Luiz Rodolfo Landim Machado --- For
			Item 2.6a
	1.3	Elect Director Doug Rock --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/19/09 - A	Southwestern Energy Co. *SWN*			845467109			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Lewis E. Epley, Jr. --- For
			Item 2.6a
	1.2	Elect Director Robert L. Howard --- For
			Item 2.6a
	1.3	Elect Director Harold M. Korell --- For
			Item 2.6a
	1.4	Elect Director Vello A. Kuuskraa --- For
			Item 2.6a
	1.5	Elect Director Kenneth R. Mourton --- For
			Item 2.6a
	1.6	Elect Director Charles E. Scharlau --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/04/09 - A/S	Suncor Energy Inc *SU*			867229106			04/28/09
	1	Approve Plan of Arrangement - Merger with Petro-Canada			For	For		Mgmt
			3.5 per David Ginther
	2	Amend Stock Option Plan			For	Against		Mgmt
			4.1 Exercise price of NQSO's cannot be less than 85% of fair market value
	3	Elect Directors			For	For		Mgmt
	3.1	Elect Director Mel E. Benson --- For
			2.6a
	3.2	Elect Director Brian A. Canfield --- For
			2.6a
	3.3	Elect Director Bryan P. Davies --- For
			2.6a
	3.4	Elect Director Brian A. Felesky --- For
			2.6a
	3.5	Elect Director John T. Ferguson --- For
			2.6a
	3.6	Elect Director W. Douglas Ford --- For
			2.6a
	3.7	Elect Director Richard L. George --- For
			2.6a
	3.8	Elect Director John R. Huff --- For
			2.6a
	3.9	Elect Director M. Ann McCaig --- For
			2.6a
	3.10	Elect Director Michael W. O'Brien --- For
			2.6a
	3.11	Elect Director Eira M. Thomas --- For
			2.6a
	4	Ratify PricewaterhouseCoopers LLP as Auditors			For	For		Mgmt
			3.1a
05/07/09 - A	Sunoco, Inc. *SUN*			86764P109			02/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director R. J. Darnall --- For
			2.6a
	1.2	Elect Director G. W. Edwards --- For
			2.6a
	1.3	Elect Director L. L. Elsenhans --- For
			2.6a
	1.4	Elect Director U. O. Fairbairn --- For
			2.6a
	1.5	Elect Director T. P. Gerrity --- For
			2.6a
	1.6	Elect Director R. B. Greco --- For
			2.6a
	1.7	Elect Director J. P. Jones, III --- For
			2.6a
	1.8	Elect Director J. G. Kaiser --- For
			2.6a
	1.9	Elect Director J. W. Rowe --- For
			2.6a
	1.10	Elect Director J. K. Wulff --- For
			2.6a
	2	Amend Non-Employee Director Stock Option Plan			For	For		Mgmt
			2.8a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
12/08/08 - S	Transocean Ltd. *RIG*			G90073100			10/27/08
		This is a duplicate meeting for ballots received via the Broadridge North American ballot distribution system
	1	APPROVAL OF THE MERGER TRANSACTION TO BE EFFECTED BY THE SCHEMES OF ARRANGEMENT, ATTACHED TO THE ACCOMPANYING PROXY STATEMENT AS ANNEX B.			For	For		Mgmt
			3.5 per Barry Ogden
	2	APPROVAL OF THE MOTION TO ADJOURN THE MEETING TO A LATER DATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE MEETING TO APPROVE THE MERGER TRANSACTION.			For	For		Mgmt
			7.7b per Barry Ogden
05/21/09 - A/S	Ultra Petroleum Corp. *UPL*			903914109			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Michael D. Watford --- For
			2.6a
	1.2	Elect Director Roger A. Brown --- For
			2.6a
	1.3	Elect Director W. Charles Helton --- For
			2.6a
	1.4	Elect Director Stephen J. McDaniel --- For
			2.6a
	1.5	Elect Director Robert E. Rigney --- For
			2.6a
	2	Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			3.1a
	3	Shareholder Proposal: Prepare Report on Climate Change			Against	Against		ShrHoldr
			3.2
	4	Other Business			For	Against		Mgmt
			7.7a
04/30/09 - A	Valero Energy Corp. *VLO*			91913Y100			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jerry D. Choate --- For
			2.6a
	1.2	Elect Director William R. Klesse --- For
			2.6a
	1.3	Elect Director Donald L. Nickles --- For
			2.6a
	1.4	Elect Director Susan Kaufman Purcell --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	4	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
	5	Disclose Information on Compensation Consultant			Against	Against		ShrHoldr
			5.4
	6	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
02/17/09 - C	Weatherford International Ltd *WFT*			G95089101			12/15/08
		Court-Ordered Meeting for Shareholders
	1	Approve Reincorporation through Scheme of Arrangement with Subsiadiary			For	For		Mgmt
			3.5 Per Erik Becker
	2	Adjourn Meeting			For	For		Mgmt
			7.7b Per Erik Becker
	3	Transact Other Business (Non-Voting)			None	None		Mgmt
05/19/09 - A	XTO Energy Inc *XTO*			98385X106			03/31/09
	1	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Phillip R. Kevil --- For
			2.6a
	2.2	Elect Director Herbert D. Simons --- For
			2.6a
	2.3	Elect Director Vaughn O. Vennerberg II --- For
			2.6a
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	6	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris

IVY HIGH INCOME FUND

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
9 Ivy High Income
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
04/30/09 - A	Global Cash Access Holdings, Inc *GCA*			378967103			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Scott Betts --- For
			2.6a
	1.2	Elect Director E. Miles Kilburn --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Certificate of Incorporation to Allow Company to Redeem Shares			For	For		Mgmt
			3.23b
	4	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	5	Adjourn Meeting			For	For		Mgmt
			7.4
06/02/09 - A	Innophos Holdings, Inc. *IPHS*			45774N108			04/17/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Gary Cappeline --- For
			2.6a
	1.2	Elect Director Amado Cavazos --- For
			2.6a
	1.3	Elect Director Randolph Gress --- For
			2.6a
	1.4	Elect Director Linda Myrick --- For
			2.6a
	1.5	Elect Director Karen Osar --- For
			2.6a
	1.6	Elect Director John Steitz --- For
			2.6a
	1.7	Elect Director Stephen M. Zide --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 Total # of shares available to grant is greater than 10% of the outstanding shares
05/05/09 - A	Pinnacle Entertainment, Inc. *PNK*			723456109			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Daniel R. Lee --- For
			2.6a
	1.2	Elect Director Stephen C. Comer --- For
			2.6a
	1.3	Elect Director John V. Giovenco --- For
			2.6a
	1.4	Elect Director Richard J. Goeglein --- For
			2.6a
	1.5	Elect Director Ellis Landau --- For
			2.6a
	1.6	Elect Director Bruce A. Leslie --- For
			2.6a
	1.7	Elect Director James L. Martineau --- For
			2.6a
	1.8	Elect Director Michael Ornest --- For
			2.6a
	1.9	Elect Director Lynn P. Reitnouer --- For
			2.6a
	2	Approve Stock Option Exchange Program			For	Against		Mgmt
			4.1 Per Tim Miller
	3	Ratify Auditors			For	For		Mgmt
			3.1a

IVY LARGE CAP GROWTH FUND

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
67 Ivy Large Cap Growth
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
04/24/09 - A	Abbott Laboratories *ABT*			002824100			02/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director R.J. Alpern --- For
			2.6a
	1.2	Elect Director R.S. Austin --- For
			2.6a
	1.3	Elect Director W.M. Daley --- For
			2.6a
	1.4	Elect Director W.J. Farrell --- For
			2.6a
	1.5	Elect Director H.L. Fuller --- For
			2.6a
	1.6	Elect Director W.A. Osborn --- For
			2.6a
	1.7	Elect Director D.A.L. Owen --- For
			2.6a
	1.8	Elect Director W.A. Reynolds --- For
			2.6a
	1.9	Elect Director R.S. Roberts --- For
			2.6a
	1.10	Elect Director S.C. Scott, III --- For
			2.6a
	1.11	Elect Director W.D. Smithburg --- For
			2.6a
	1.12	Elect Director G.F. Tilton --- For
			2.6a
	1.13	Elect Director M.D. White --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 Total # of shares available for grant is > 10% (14.98%) of outstanding shares
	3	Approve Nonqualified Employee Stock Purchase Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Report on Animal Testing			Against	Against		ShrHoldr
			5.4
	6	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	7	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
09/24/08 - A	Activision Blizzard, Inc. *ATVI*			00507V109			07/28/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Philippe G. H. Capron --- For
			2.6a
	1.2	Elect Director Robert J. Corti --- For
			2.6a
	1.3	Elect Director Frederic R. Crepin --- For
			2.6a
	1.4	Elect Director Bruce L. Hack --- For
			2.6a
	1.5	Elect Director Brian G. Kelly --- For
			2.6a
	1.6	Elect Director Robert A. Kotick --- For
			2.6a
	1.7	Elect Director Jean-Bernard Levy --- For
			2.6a
	1.8	Elect Director Robert J. Morgado --- For
			2.6a
	1.9	Elect Director Douglas P. Morris --- For
			2.6a
	1.10	Elect Director Rene P. Penisson --- For
			2.6a
	1.11	Elect Director Richard Sarnoff --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Adopt Policy and Report on Board Diversity			Against	Against		ShrHoldr
			6.1
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
02/25/09 - A	Apple Inc. *AAPL*			037833100			12/29/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William V. Campbell --- For
			2.6a
	1.2	Elect Director Millard S. Drexler --- For
			2.6a
	1.3	Elect Director Albert A. Gore, Jr. --- For
			2.6a
	1.4	Elect Director Steven P. Jobs --- For
			2.6a
	1.5	Elect Director Andrea Jung --- For
			2.6a
	1.6	Elect Director A.D. Levinson --- For
			2.6a
	1.7	Elect Director Eric E. Schmidt --- For
			2.6a
	1.8	Elect Director Jerome B. York --- For
			2.6a
	2	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	3	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	4	Prepare Sustainability Report			Against	Against		ShrHoldr
			5.4
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/05/09 - A	Baxter International Inc. *BAX*			071813109			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Walter E. Boomer --- For
			2.6a
	1.2	Elect Director James R. Gavin III --- For
			2.6a
	1.3	Elect Director Peter S. Hellman --- For
			2.6a
	1.4	Elect Director K. J. Storm --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Report on Animal Testing			Against	Against		ShrHoldr
			5.4
11/13/08 - A	Cisco Systems, Inc. *CSCO*			17275R102			09/15/08
	1	Elect Director Carol A. Bartz			For	For		Mgmt
			2.6a
	2	Elect Director M. Michele Burns			For	For		Mgmt
			2.6a
	3	Elect Director Michael D. Capellas			For	For		Mgmt
			2.6a
	4	Elect Director Larry R. Carter			For	For		Mgmt
			2.6a
	5	Elect Director John T. Chambers			For	For		Mgmt
			2.6a
	6	Elect Director Brian L. Halla			For	For		Mgmt
			2.6a
	7	Elect Director John L. Hennessy			For	For		Mgmt
			2.6a
	8	Elect Director Richard M. Kovacevich			For	For		Mgmt
			2.6a
	9	Elect Director Roderick C. McGeary			For	For		Mgmt
			2.6a
	10	Elect Director Michael K. Powell			For	For		Mgmt
			2.6a
	11	Elect Director Steven M. West			For	For		Mgmt
			2.6a
	12	Elect Director Jerry Yang			For	Against		Mgmt
			2.6b attendance less than 75% with no explanation
	13	Ratify Auditors			For	For		Mgmt
			3.1a
	14	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			6.1
	15	Report on Internet Fragmentation			Against	Against		ShrHoldr
			5.4
08/18/08 - S	CME Group Inc. *CME*			12572Q105			07/18/08
	1	Approve Increase in Size of Board			For	For		Mgmt
			2.1b per Barry Ogden
	2	Issue Shares in Connection with Acquisition			For	For		Mgmt
			3.5 per Barry Ogden
	3	Adjourn Meeting			For	For		Mgmt
			7.7b per Barry Ogden
05/13/09 - A	CME Group Inc. *CME*			12572Q105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Dennis H. Chookaszian --- For
			2.6a
	1.2	Elect Director Robert F. Corvino --- For
			2.6a
	1.3	Elect Director Larry G. Gerdes --- For
			2.6a
	1.4	Elect Director Daniel R. Glickman --- For
			2.6a
	1.5	Elect Director James E. Oliff --- For
			2.6a
	1.6	Elect Director John L. Pietrzak --- For
			2.6a
	1.7	Elect Director Alex J. Pollock --- For
			2.6a
	1.8	Elect Director William R. Shepard --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	4	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	5	Ratify Auditors			For	For		Mgmt
			3.1a
05/08/09 - A	Colgate-Palmolive Co. *CL*			194162103			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John T. Cahill --- For
			2.6a
	1.2	Elect Director Jill K. Conway --- For
			2.6a
	1.3	Elect Director Ian Cook --- For
			2.6a
	1.4	Elect Director Ellen M. Hancock --- For
			2.6a
	1.5	Elect Director David W. Johnson --- For
			2.6a
	1.6	Elect Director Richard J. Kogan --- For
			2.6a
	1.7	Elect Director Delano E. Lewis --- For
			2.6a
	1.8	Elect Director J. Pedro Reinhard --- For
			2.6a
	1.9	Elect Director Stephen I. Sadove --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
01/28/09 - A	Costco Wholesale Corporation *COST*			22160K105			11/21/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director James D. Sinegal --- For
			Item 2.6a
	1.2	Elect Director Jeffrey H. Brotman --- For
			Item 2.6a
	1.3	Elect Director Richard A. Galanti --- For
			Item 2.6a
	1.4	Elect Director Daniel J. Evans --- For
			Item 2.6a
	1.5	Elect Director Jeffrey S. Raikes --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
02/25/09 - A	Deere & Co. *DE*			244199105			12/31/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Crandall C. Bowles --- For
			2.6a
	1.2	Elect Director Vance D. Coffman --- For
			2.6a
	1.3	Elect Director Clayton M. Jones --- For
			2.6a
	1.4	Elect Director Thomas H. Patrick --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Declassify the Board of Directors			For	For		ShrHoldr
			2.4b
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	5	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
05/08/09 - A	Ecolab, Inc. *ECL*			278865100			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Leslie S. Biller --- For
			2.6a
	1.2	Elect Director Jerry A. Grundhofer --- For
			2.6a
	1.3	Elect Director John J. Zillmer --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Declassify the Board of Directors			Against	For		ShrHoldr
			2.4b
07/31/08 - A	Electronic Arts Inc. *ERTS*			285512109			06/09/08
	1	Elect Director Leonard S. Coleman			For	For		Mgmt
			2.6a
	2	Elect Director Gary M. Kusin			For	For		Mgmt
			2.6a
	3	Elect Director Gregory B. Maffei			For	For		Mgmt
			2.6a
	4	Elect Director Vivek Paul			For	For		Mgmt
			2.6a
	5	Elect Director Lawrence F. Probst III			For	For		Mgmt
			2.6a
	6	Elect Director John S. Riccitiello			For	For		Mgmt
			2.6a
	7	Elect Director Richard A. Simonson			For	For		Mgmt
			2.6a
	8	Elect Director Linda J. Srere			For	For		Mgmt
			2.6a
	9	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	10	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	11	Ratify Auditors			For	For		Mgmt
			3.1a
02/03/09 - A	Emerson Electric Co. *EMR*			291011104			11/25/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director A.A. Busch III --- For
			Item 2.6a
	1.2	Elect Director A.F. Golden --- For
			Item 2.6a
	1.3	Elect Director H. Green --- For
			Item 2.6a
	1.4	Elect Director W.R. Johnson --- For
			Item 2.6a
	1.5	Elect Director J.B. Menzer --- For
			Item 2.6a
	1.6	Elect Director V.R. Loucks, Jr. --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/06/09 - A	General Dynamics Corp. *GD*			369550108			03/09/09
	1	Elect Director Nicholas D. Chabraja			For	For		Mgmt
			2.6a
	2	Elect Director James S. Crown			For	For		Mgmt
			2.6a
	3	Elect Director William P. Fricks			For	For		Mgmt
			2.6a
	4	Elect Director Jay L. Johnson			For	For		Mgmt
			2.6a
	5	Elect Director George A. Joulwan			For	For		Mgmt
			2.6a
	6	Elect Director Paul G. Kaminski			For	For		Mgmt
			2.6a
	7	Elect Director John M. Keane			For	For		Mgmt
			2.6a
	8	Elect Director Deborah J. Lucas			For	For		Mgmt
			2.6a
	9	Elect Director Lester L. Lyles			For	For		Mgmt
			2.6a
	10	Elect Director J. Christopher Reyes			For	For		Mgmt
			2.6a
	11	Elect Director Robert Walmsley			For	For		Mgmt
			2.6a
	12	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	13	Approve Nonqualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	14	Ratify Auditors			For	For		Mgmt
			3.1a
	15	Report on Space-based Weapons Program			Against	Against		ShrHoldr
			5.4
	16	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99
05/21/09 - A	Genzyme Corp. *GENZ*			372917104			03/31/09
	1	Elect Director Douglas A. Berthiaume			For	For		Mgmt
			2.6a
	2	Elect Director Gail K. Boudreaux			For	For		Mgmt
			2.6a
	3	Elect Director Robert J. Carpenter			For	For		Mgmt
			2.6a
	4	Elect Director Charles L. Cooney			For	For		Mgmt
			2.6a
	5	Elect Director Victor J. Dzau			For	For		Mgmt
			2.6a
	6	Elect Director Connie Mack III			For	For		Mgmt
			2.6a
	7	Elect Director Richard F. Syron			For	For		Mgmt
			2.6a
	8	Elect Director Henri A. Termeer			For	For		Mgmt
			2.6a
	9	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	10	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	11	Ratify Auditors			For	For		Mgmt
			3.1a
05/06/09 - A	Gilead Sciences, Inc. *GILD*			375558103			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Paul Berg --- For
			2.6a
	1.2	Elect Director John F. Cogan --- For
			2.6a
	1.3	Elect Director Etienne F. Davignon --- For
			2.6a
	1.4	Elect Director James M. Denny --- For
			2.6a
	1.5	Elect Director Carla A. Hills --- For
			2.6a
	1.6	Elect Director John W. Madigan --- For
			2.6a
	1.7	Elect Director John C. Martin --- For
			2.6a
	1.8	Elect Director Gordon E. Moore --- For
			2.6a
	1.9	Elect Director Nicholas G. Moore --- For
			2.6a
	1.10	Elect Director Richard J. Whitley --- For
			2.6a
	1.11	Elect Director Gayle E. Wilson --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
05/07/09 - A	Google Inc *GOOG*			38259P508			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Eric Schmidt --- For
			2.6a
	1.2	Elect Director Sergey Brin --- For
			2.6a
	1.3	Elect Director Larry Page --- For
			2.6a
	1.4	Elect Director L. John Doerr --- For
			2.6a
	1.5	Elect Director John L. Hennessy --- For
			2.6a
	1.6	Elect Director Arthur D. Levinson --- For
			2.6a
	1.7	Elect Director Ann Mather --- For
			2.6a
	1.8	Elect Director Paul S. Otellini --- For
			2.6a
	1.9	Elect Director K. Ram Shriram --- For
			2.6a
	1.10	Elect Director Shirley M. Tilghman --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Report on Political Contributions			For	Against		ShrHoldr
			7.2b
	5	Adopt Policies to Protect Freedom of Access to the Internet			Against	Against		ShrHoldr
			5.4
	6	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
03/18/09 - A	Hewlett-Packard Company *HPQ*			428236103			01/20/09
	1	Elect Director Lawrence T. Babbio, Jr.			For	For		Mgmt
			Item 2.6a
	2	Elect Director Sari M. Baldauf			For	For		Mgmt
			Item 2.6a
	3	Elect Director Rajiv L. Gupta			For	For		Mgmt
			Item 2.6a
	4	Elect Director John H. Hammergren			For	For		Mgmt
			Item 2.6a
	5	Elect Director Mark V. Hurd			For	For		Mgmt
			Item 2.6a
	6	Elect Director Joel Z. Hyatt			For	For		Mgmt
			Item 2.6a
	7	Elect Director John R. Joyce			For	For		Mgmt
			Item 2.6a
	8	Elect Director Robert L. Ryan			For	For		Mgmt
			Item 2.6a
	9	Elect Director Lucille S. Salhany			For	For		Mgmt
			Item 2.6a
	10	Elect Director G. Kennedy Thompson			For	For		Mgmt
			Item 2.6a
	11	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Home Depot, Inc. *HD*			437076102			03/30/09
	1	Elect Director F. Duane Ackerman			For	For		Mgmt
			2.6a
	2	Elect Director David H. Batchelder			For	For		Mgmt
			2.6a
	3	Elect Director Francis S. Blake			For	For		Mgmt
			2.6a
	4	Elect Director Ari Bousbib			For	For		Mgmt
			2.6a
	5	Elect Director Gregory D. Brenneman			For	For		Mgmt
			2.6a
	6	Elect Director Albert P. Carey			For	For		Mgmt
			2.6a
	7	Elect Director Armando Codina			For	For		Mgmt
			2.6a
	8	Elect Director Bonnie G. Hill			For	For		Mgmt
			2.6a
	9	Elect Director Karen L. Katen			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Approve Right to Call Special Meetings			For	Against		Mgmt
			3.2a
	12	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	13	Call Special Meetings			Against	For		ShrHoldr
			3.2b
	14	Prepare Employment Diversity Report			Against	Against		ShrHoldr
			6.1
	15	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	16	Assess Energy Use and Establish Reduction Targets			Against	Against		ShrHoldr
			5.4
05/19/09 - A	JPMorgan Chase & Co. *JPM*			46625H100			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Crandall C. Bowles --- For
			2.6a
	1.2	Elect Director Stephen B. Burke --- For
			2.6a
	1.3	Elect Director David M. Cote --- For
			2.6a
	1.4	Elect Director James S. Crown --- For
			2.6a
	1.5	Elect Director James Dimon --- For
			2.6a
	1.6	Elect Director Ellen V. Futter --- For
			2.6a
	1.7	Elect Director William H. Gray, III --- For
			2.6a
	1.8	Elect Director Laban P. Jackson, Jr. --- For
			2.6a
	1.9	Elect Director David C. Novak --- For
			2.6a
	1.10	Elect Director Lee R. Raymond --- For
			2.6a
	1.11	Elect Director William C. Weldon --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1
	4	Disclose Prior Government Service			Against	Against		ShrHoldr
			5.4
	5	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	6	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	7	Report on Predatory Lending Policies			Against	Against		ShrHoldr
			5.4
	8	Amend Key Executive Performance Plan			Against	Against		ShrHoldr
			5.1c
	9	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
	10	Prepare Carbon Principles Report			Against	Against		ShrHoldr
			6.2
05/14/09 - A	Kohl's Corp. *KSS*			500255104			03/11/09
	1	Elect Director Peter Boneparth			For	For		Mgmt
			2.6a
	2	Elect Director Steven A. Burd			For	For		Mgmt
			2.6a
	3	Elect Director John F. Herma			For	For		Mgmt
			2.6a
	4	Elect Director Dale E. Jones			For	For		Mgmt
			2.6a
	5	Elect Director William S. Kellogg			For	For		Mgmt
			2.6a
	6	Elect Director Kevin Mansell			For	For		Mgmt
			2.6a
	7	Elect Director R. Lawrence Montgomery			For	For		Mgmt
			2.6a
	8	Elect Director Frank V. Sica			For	For		Mgmt
			2.6a
	9	Elect Director Peter M. Sommerhauser			For	For		Mgmt
			2.6a
	10	Elect Director Stephanie A. Streeter			For	For		Mgmt
			2.6a
	11	Elect Director Stephen E. Watson			For	For		Mgmt
			2.6a
	12	Ratify Auditors			For	For		Mgmt
			3.1a
	13	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
04/23/09 - A	Lockheed Martin Corp. *LMT*			539830109			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director E. C. "Pete" Aldrige, Jr. --- For
			2.6a
	1.2	Elect Director Nolan D. Archibald --- For
			2.6a
	1.3	Elect Director David B. Burritt --- For
			2.6a
	1.4	Elect Director James O. Ellis, Jr. --- For
			2.6a
	1.5	Elect Director Gwendolyn S. King --- For
			2.6a
	1.6	Elect Director James M. Loy --- For
			2.6a
	1.7	Elect Director Douglas H. McCorkindale --- For
			2.6a
	1.8	Elect Director Joseph W. Ralston --- For
			2.6a
	1.9	Elect Director Frank Savage --- For
			2.6a
	1.10	Elect Director James Schneider --- For
			2.6a
	1.11	Elect Director Anne Stevens --- For
			2.6a
	1.12	Elect Director Robert J. Stevens --- For
			2.6a
	1.13	Elect Director James R. Ukropina --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Reduce Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	4	Report on Space-based Weapons Program			Against	Against		ShrHoldr
			6.3
	5	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris
	6	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
06/09/09 - A	MasterCard Incorporated *MA*			57636Q104			04/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Richard Haythornthwaite --- For
			2.6a
	1.2	Elect Director David R. Carlucci --- For
			2.6a
	1.3	Elect Director Robert W. Selander --- For
			2.6a
	2	Amend Certificate of Incorporation to Increase Size of Board and Amend Director Qualifications			For	For		Mgmt
			1.3a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/27/09 - A	McDonald's Corp. *MCD*			580135101			03/30/09
	1	Elect Director Robert A. Eckert			For	For		Mgmt
			2.6a
	2	Elect Director Enrique Hernandez, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Jeanne P. Jackson			For	For		Mgmt
			2.6a
	4	Elect Director Andrew J. McKenna			For	For		Mgmt
			2.6a
	5	Ratify Auditors			For	For		Mgmt
			3.1a
	6	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	7	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1a
	8	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	9	Phase out Sales of Eggs from Battery Cage Hens			Against	Against		ShrHoldr
			5.4
08/15/08 - A	Microchip Technology Incorporated *MCHP*			595017104			06/19/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Steve Sanghi --- For
			Item 2.6a
	1.2	Elect Director Albert J. Hugo-Martinez --- For
			Item 2.6a
	1.3	Elect Director L.B. Day --- For
			Item 2.6a
	1.4	Elect Director Matthew W. Chapman --- For
			Item 2.6a
	1.5	Elect Director Wade F. Meyercord --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
01/14/09 - A	Monsanto Co. *MON*			61166W101			11/17/08
	1	Elect Director Janice L. Fields			For	For		Mgmt
			Item 2.6a
	2	Elect Director Hugh Grant			For	For		Mgmt
			Item 2.6a
	3	Elect Director C. Steven McMillan			For	For		Mgmt
			Item 2.6a
	4	Elect Director Robert J. Stevens			For	For		Mgmt
			Item 2.6a
	5	Ratify Auditors			For	For		Mgmt
			Item 3.1a
12/23/08 - S	PNC Financial Services Group, Inc. *PNC*			693475105			11/14/08
	1	Approve Acquisition			For	For		Mgmt
			3.5 Per Philip Sanders
	2	Adjourn Meeting			For	For		Mgmt
			7.7b Per Philip Sanders
04/28/09 - A	Praxair, Inc. *PX*			74005P104			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Stephen F. Angel --- For
			2.6a
	1.2	Elect Director Nance K. Dicciani --- For
			2.6a
	1.3	Elect Director Edward G. Galante --- For
			2.6a
	1.4	Elect Director Claire W. Gargalli --- For
			2.6a
	1.5	Elect Director Ira D. Hall --- For
			2.6a
	1.6	Elect Director Raymond W. LeBoeuf --- For
			2.6a
	1.7	Elect Director Larry D. McVay --- For
			2.6a
	1.8	Elect Director Wayne T. Smith --- For
			2.6a
	1.9	Elect Director H. Mitchell Watson, Jr. --- For
			2.6a
	1.10	Elect Director Robert L. Wood --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
03/03/09 - A	QUALCOMM Inc *QCOM*			747525103			01/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Barbara T. Alexander --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Bennett --- For
			Item 2.6a
	1.3	Elect Director Donald G. Cruickshank --- For
			Item 2.6a
	1.4	Elect Director Raymond V. Dittamore --- For
			Item 2.6a
	1.5	Elect Director Thomas W. Horton --- For
			Item 2.6a
	1.6	Elect Director Irwin Mark Jacobs --- For
			Item 2.6a
	1.7	Elect Director Paul E. Jacobs --- For
			Item 2.6a
	1.8	Elect Director Robert E. Kahn --- For
			Item 2.6a
	1.9	Elect Director Sherry Lansing --- For
			Item 2.6a
	1.10	Elect Director Duane A. Nelles --- For
			Item 2.6a
	1.11	Elect Director Marc I. Stern --- For
			Item 2.6a
	1.12	Elect Director Brent Scowcroft --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Raytheon Co. *RTN*			755111507			04/03/09
	1	Elect Director Vernon E. Clark			For	For		Mgmt
			2.6a
	2	Elect Director John M. Deutch			For	For		Mgmt
			2.6a
	3	Elect Director Frederic M. Poses			For	For		Mgmt
			2.6a
	4	Elect Director Michael C. Ruettgers			For	For		Mgmt
			2.6a
	5	Elect Director Ronald L. Skates			For	For		Mgmt
			2.6a
	6	Elect Director William R. Spivey			For	For		Mgmt
			2.6a
	7	Elect Director Linda G. Stuntz			For	For		Mgmt
			2.6a
	8	Elect Director William H. Swanson			For	For		Mgmt
			2.6a
	9	Ratify Auditors			For	For		Mgmt
			3.1a
	10	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	11	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	12	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	13	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	14	Submit SERP to Shareholder Vote			Against	Against		ShrHoldr
			5.1c
07/15/08 - A	Research In Motion Ltd *RIM*			760975102			05/27/08
	1	Elect James Balsillie, Mike Lazaridis, James Estill, David Kerr, Roger Martin, John Richardson, Barbara Stymiest and John Wetmore as Directors			For	For		Mgmt
			Item 2.6a
	2	Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			Item 3.1a
04/08/09 - A	Schlumberger Ltd. *SLB*			806857108			02/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect P. Camus as Director --- For
			2.6a
	1.2	Elect J.S. Gorelick as Director --- For
			2.6a
	1.3	Elect A. Gould as Director --- For
			2.6a
	1.4	Elect T. Issac as Director --- For
			2.6a
	1.5	Elect N. Kudryavtsev as Director --- For
			2.6a
	1.6	Elect A. Lajous as Director --- For
			2.6a
	1.7	Elect M.E. Marks as Director --- For
			2.6a
	1.8	Elect L.R. Reif as Director --- For
			2.6a
	1.9	Elect T.I. Sandvold as Director --- For
			2.6a
	1.10	Elect H. Seydoux as Director --- For
			2.6a
	1.11	Elect L.G. Stuntz as Director --- For
			2.6a
	2	Adopt and Approve Financials and Dividends			For	For		Mgmt
			3.24
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	4	Approval of Independent Registered Public Accounting Firm			For	For		Mgmt
			3.1a
05/12/09 - A	Smith International, Inc. *SII*			832110100			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert Kelley --- For
			Item 2.6a
	1.2	Elect Director Luiz Rodolfo Landim Machado --- For
			Item 2.6a
	1.3	Elect Director Doug Rock --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/08/09 - A	T. Rowe Price Group, Inc. *TROW*			74144T108			02/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Edward C. Bernard --- For
			Item 2.6a
	1.2	Elect Director James T. Brady --- For
			Item 2.6a
	1.3	Elect Director J. Alfred Broaddus, Jr. --- For
			Item 2.6a
	1.4	Elect Director Donald B. Hebb, Jr. --- For
			Item 2.6a
	1.5	Elect Director James A.C. Kennedy --- For
			Item 2.6a
	1.6	Elect Director Brian C. Rogers --- For
			Item 2.6a
	1.7	Elect Director Alfred Sommer --- For
			Item 2.6a
	1.8	Elect Director Dwight S. Taylor --- For
			Item 2.6a
	1.9	Elect Director Anne Marie Whittemore --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/14/09 - A	The Charles Schwab Corp. *SCHW*			808513105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Nancy H. Bechtle --- For
			2.6a
	1.2	Elect Director Walter W. Bettinger II --- For
			2.6a
	1.3	Elect Director C. Preston Butcher --- For
			2.6a
	2	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	3	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			4.1 per Erik Becker
	4	Amend Corporate Executive Bonus Plan			Against	Against		ShrHoldr
			4.1 per Erik Becker
04/22/09 - A	The Coca-Cola Company *KO*			191216100			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Herbert A. Allen --- For
			2.6a
	1.2	Elect Director Ronald W. Allen --- For
			2.6a
	1.3	Elect Director Cathleen P. Black --- For
			2.6a
	1.4	Elect Director Barry Diller --- For
			2.6a
	1.5	Elect Director Alexis M. Herman --- For
			2.6a
	1.6	Elect Director Muhtar Kent --- For
			2.6a
	1.7	Elect Director Donald R. Keough --- For
			2.6a
	1.8	Elect Director Maria Elena Lagomsino --- For
			2.6a
	1.9	Elect Director Donald F. McHenry --- For
			2.6a
	1.10	Elect Director Sam Nunn --- For
			2.6a
	1.11	Elect Director James D. Robinson III --- For
			2.6a
	1.12	Elect Director Peter V. Ueberroth --- For
			2.6a
	1.13	Elect Director Jacob Wallenberg --- For
			2.6a
	1.14	Elect Director James B. Williams --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b "Say On Pay"
	4	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	5	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			3.23c
	6	Performance-Based Awards			Against	Against		ShrHoldr
			4.1
05/20/09 - A	Thermo Fisher Scientific Inc. *TMO*			883556102			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Judy C. Lewent --- For
			Item 2.6a
	1.2	Elect Director Peter J. Manning --- For
			Item 2.6a
	1.3	Elect Director Jim P. Manzi --- For
			Item 2.6a
	1.4	Elect Director Elaine S. Ullian --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/08/09 - A	United Technologies Corp. *UTX*			913017109			02/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Louis R. Ch  nevert --- For
			2.6a
	1.2	Elect Director George David --- For
			2.6a
	1.3	Elect Director John V. Faraci --- For
			2.6a
	1.4	Elect Director Jean-Pierre Garnier --- For
			2.6a
	1.5	Elect Director Jamie S. Gorelick --- For
			2.6a
	1.6	Elect Director Carlos M. Gutierrez --- For
			2.6a
	1.7	Elect Director Edward A. Kangas --- For
			2.6a
	1.8	Elect Director Charles R. Lee --- For
			2.6a
	1.9	Elect Director Richard D. McCormick --- For
			2.6a
	1.10	Elect Director Harold McGraw III --- For
			2.6a
	1.11	Elect Director Richard B. Myers --- For
			2.6a
	1.12	Elect Director H. Patrick Swygert --- For
			2.6a
	1.13	Elect Director Andr   Villeneuve --- For
			2.6a
	1.14	Elect Director Christine Todd Whitman --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Report on Foreign Military Sales Offsets			Against	Against		ShrHoldr
			5.4
10/14/08 - S	Visa Inc. *V*			92826C839			08/27/08
	1	Amend Certificate of Incorporation to Declassify the Board of Directors and Eliminate Certain Provisions			For	For		Mgmt
			1.3a
12/16/08 - S	Visa Inc. *V*			92826C839			11/12/08
	1	Amend Certificate of Incorporation			For	For		Mgmt
			3.23c
04/21/09 - A	Visa Inc. *V*			92826C839			02/26/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Hani Al-Qadi --- For
			Item 2.6a
	1.2	Elect Director Charles T. Doyle --- For
			Item 2.6a
	1.3	Elect Director Peter Hawkins --- For
			Item 2.6a
	1.4	Elect Director David I. McKay --- For
			Item 2.6a
	1.5	Elect Director Charles W. Scharf --- For
			Item 2.6a
	1.6	Elect Director Segismundo Schulin-Zeuthen --- For
			Item 2.6a
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Thomas J. Campbell --- For
			Item 2.6a
	2.2	Elect Director Gary P. Coughlan --- For
			Item 2.6a
	2.3	Elect Director Mary B. Cranston --- For
			Item 2.6a
	2.4	Elect Director Francisco Javier Fernandez-Carbajal --- For
			Item 2.6a
	2.5	Elect Director Suzanne Nora Johnson --- For
			Item 2.6a
	2.6	Elect Director Joseph. W. Saunders --- For
			Item 2.6a
	3	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/05/09 - A	Wal-Mart Stores, Inc. *WMT*			931142103			04/09/09
	1	Elect Director Aida M. Alvarez			For	For		Mgmt
			2.6a
	2	Elect Director James W. Breyer			For	For		Mgmt
			2.6a
	3	Elect Director M. Michele Burns			For	For		Mgmt
			2.6a
	4	Elect Director James I. Cash, Jr.			For	For		Mgmt
			2.6a
	5	Elect Director Roger C. Corbett			For	For		Mgmt
			2.6a
	6	Elect Director Douglas N. Daft			For	For		Mgmt
			2.6a
	7	Elect Director Michael T. Duke			For	For		Mgmt
			2.6a
	8	Elect Director Gregory B. Penner			For	For		Mgmt
			2.6a
	9	Elect Director Allen I. Questrom			For	For		Mgmt
			2.6a
	10	Elect Director H. Lee Scott, Jr.			For	For		Mgmt
			2.6a
	11	Elect Director Arne M. Sorenson			For	For		Mgmt
			2.6a
	12	Elect Director Jim C. Walton			For	For		Mgmt
			2.6a
	13	Elect Director S. Robson Walton			For	For		Mgmt
			2.6a
	14	Elect Director Christopher J. Williams			For	For		Mgmt
			2.6a
	15	Elect Director Linda S. Wolf			For	For		Mgmt
			2.6a
	16	Ratify Auditors			For	For		Mgmt
			3.1a
	17	Amend EEO Policy to Prohibit Discrimination based on Sexual Orientation and Gender Identity			Against	Against		ShrHoldr
			6.1a
	18	Pay For Superior Performance			Against	Against		ShrHoldr
			5.1c
	19	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	20	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	21	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	22	Stock Retention/Holding Period			Against	Against		ShrHoldr
			4.4
02/17/09 - C	Weatherford International Ltd *WFT*			G95089101			12/15/08
		Court-Ordered Meeting for Shareholders
	1	Approve Reincorporation through Scheme of Arrangement with Subsiadiary			For	For		Mgmt
			3.5 Per Erik Becker
	2	Adjourn Meeting			For	For		Mgmt
			7.7b Per Erik Becker
	3	Transact Other Business (Non-Voting)			None	None		Mgmt
05/21/09 - A	Yum Brands, Inc. *YUM*			988498101			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director David W. Dorman --- For
			2.6a
	1.2	Elect Director Massimo Ferragamo --- For
			2.6a
	1.3	Elect Director J. David Grissom --- For
			2.6a
	1.4	Elect Director Bonnie G. Hill --- For
			2.6a
	1.5	Elect Director Robert Holland, Jr. --- For
			2.6a
	1.6	Elect Director Kenneth G. Langone --- For
			2.6a
	1.7	Elect Director Jonathan S. Linen --- For
			2.6a
	1.8	Elect Director Thomas C. Nelson --- For
			2.6a
	1.9	Elect Director David C. Novak --- For
			2.6a
	1.10	Elect Director Thomas M. Ryan --- For
			2.6a
	1.11	Elect Director Jing-Shyh S. Su --- For
			2.6a
	1.12	Elect Director Jackie Trujillo --- For
			2.6a
	1.13	Elect Director Robert D. Walter --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote			Against	For		ShrHoldr
			3.12b
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	6	Report on Sustainability and Food Safety in the Supply Chain			Against	Against		ShrHoldr
			5.4
	7	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			5.4
	8	Report on Animal Welfare Policies			Against	Against		ShrHoldr
			5.4

IVY LIMITED-TERM BOND FUND

Proxy Voting Record

There was no proxy voting for Ivy Limited-Term Bond Fund, a series of the Registrant, for the period covered by this report, pursuant to Section 30 of the Investment Company Act of 1940, as amended, and Rule 30b1-4 thereunder.

IVY MID CAP GROWTH FUND

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
68 Ivy Mid Cap Growth
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
04/30/09 - A	Allergan, Inc. *AGN*			018490102			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Herbert W. Boyer --- For
			2.6a
	1.2	Elect Director Robert A. Ingram --- For
			2.6a
	1.3	Elect Director David E.I. Pyott --- For
			2.6a
	1.4	Elect Director Russell T. Ray --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Report on Animal Testing			Against	Against		ShrHoldr
			6.4
05/07/09 - A	AmeriGroup Corp. *AGP*			03073T102			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Thomas E. Capps --- For
			2.6a
	1.2	Elect Director Emerson U. Fullwood --- For
			2.6a
	1.3	Elect Director William J. McBride --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			1.3a
05/06/09 - A	AXIS CAPITAL HOLDINGS LTD *AXS*			G0692U109			03/09/09
		This is a duplicate meeting for ballots received via the Broadridge North American Ballot distribution system.
	1	Elect Directors			For	For		Mgmt
	1.1	DIRECTOR MICHAEL A. BUTT --- For
			2.6a
	1.2	DIRECTOR JOHN R. CHARMAN --- For
			2.6a
	1.3	DIRECTOR CHARLES A. DAVIS --- For
			2.6a
	1.4	DIRECTOR SIR ANDREW LARGE --- For
			2.6a
	2	TO APPROVE AN AMENDMENT TO THE AXIS CAPITAL HOLDINGS LIMITED 2007 LONG-TERM EQUITY COMPENSATION PLAN WHICH INCREASES THE GGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE PLAN BY 4,000,000 ORDINARY SHARES.			For	For		Mgmt
			4.1
	3	TO AMEND THE BYE-LAWS OF AXIS CAPITAL HOLDINGS LIMITED AS DESCRIBED IN THE PROXY STATEMENT.			For	For		Mgmt
			3.23c
	4	TO APPOINT DELOITTE & TOUCHE TO ACT AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF AXIS CAPITAL HOLDINGS LIMITED FOR THE FISCAL YEAR ENDING DECEMBER 31, 2009 AND TO AUTHORIZE THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT COMMITTEE.			For	For		Mgmt
			3.1a
06/30/09 - A	Bed Bath & Beyond Inc. *BBBY*			075896100			05/05/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Warren Eisenberg --- For
			2.6a
	1.2	Elect Director Leonard Feinstein --- For
			2.6a
	1.3	Elect Director Steven H. Temares --- For
			2.6a
	1.4	Elect Director Dean S. Adler --- For
			2.6a
	1.5	Elect Director Stanley F. Barshay --- For
			2.6a
	1.6	Elect Director Klaus Eppler --- For
			2.6a
	1.7	Elect Director Patrick R. Gaston --- For
			2.6a
	1.8	Elect Director Jordan Heller --- For
			2.6a
	1.9	Elect Director Victoria A. Morrison --- For
			2.6a
	1.10	Elect Director Fran Stoller --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Adopt Majority Voting for Uncontested Election of Directors			For	For		Mgmt
			7.6a
	4	Eliminate Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	5	Eliminate Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	6	Re-Approve Performance Goals Under Omnibus Stock Plan			For	For		Mgmt
			4.1
	7	Prepare Sustainability Report			Against	Against		ShrHoldr
			6.2
04/29/09 - A	Borg-Warner, Inc. *BWA*			099724106			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Phyllis O. Bonanno --- For
			2.6a
	1.2	Elect Director Alexis P. Michas --- For
			2.6a
	1.3	Elect Director Richard O. Schaum --- For
			2.6a
	1.4	Elect Director Thomas T. Stallkamp --- For
			2.6a
	1.5	Elect Director Dennis C. Cuneo --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a for employees and directors
	3	Ratify Auditors			For	For		Mgmt
			3.1a
05/14/09 - A	Broadcom Corp. *BRCM*			111320107			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director George L. Farinsky --- For
			Item 2.6a
	1.2	Elect Director Nancy H. Handel --- For
			Item 2.6a
	1.3	Elect Director Eddy W. Hartenstein --- For
			Item 2.6a
	1.4	Elect Director John Major --- For
			Item 2.6a
	1.5	Elect Director Scott A. McGregor --- For
			Item 2.6a
	1.6	Elect Director William T. Morrow --- For
			Item 2.6a
	1.7	Elect Director Robert E. Switz --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/15/09 - A	C. R. Bard, Inc. *BCR*			067383109			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Marc C. Breslawsky --- For
			2.6a
	1.2	Elect Director Herbert L. Henkel --- For
			2.6a
	1.3	Elect Director Tommy G. Thompson --- For
			2.6a
	1.4	Elect Director Timothy M. Ring --- For
			2.6a
	2	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
05/14/09 - A	C.H. Robinson Worldwide, Inc. *CHRW*			12541W209			03/16/09
	1	Elect Director James B. Stake			For	For		Mgmt
			2.6a
	2	Elect Director John P. Wiehoff			For	For		Mgmt
			2.6a
	3	Approve Increase in Size of Board			For	For		Mgmt
			2.1b
	4	Ratify Auditors			For	For		Mgmt
			3.1a
05/21/09 - A	Chipotle Mexican Grill Inc *CMG*			169656105			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Steve Ells --- For
			Item 2.6a
	1.2	Elect Director Patrick J. Flynn --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
08/18/08 - S	CME Group Inc. *CME*			12572Q105			07/18/08
	1	Approve Increase in Size of Board			For	For		Mgmt
			2.1b per Barry Ogden
	2	Issue Shares in Connection with Acquisition			For	For		Mgmt
			3.5 per Barry Ogden
	3	Adjourn Meeting			For	For		Mgmt
			7.7b per Barry Ogden
05/13/09 - A	CME Group Inc. *CME*			12572Q105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Dennis H. Chookaszian --- For
			2.6a
	1.2	Elect Director Robert F. Corvino --- For
			2.6a
	1.3	Elect Director Larry G. Gerdes --- For
			2.6a
	1.4	Elect Director Daniel R. Glickman --- For
			2.6a
	1.5	Elect Director James E. Oliff --- For
			2.6a
	1.6	Elect Director John L. Pietrzak --- For
			2.6a
	1.7	Elect Director Alex J. Pollock --- For
			2.6a
	1.8	Elect Director William R. Shepard --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	4	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	5	Ratify Auditors			For	For		Mgmt
			3.1a
06/13/09 - A	Coldwater Creek Inc. *CWTR*			193068103			04/17/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Dennis C. Pence --- For
			Item 2.6a
	1.2	Elect Director Robert H. McCall --- For
			Item 2.6a
	1.3	Elect Director Frank M. Lesher --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/27/09 - A	COOPER INDUSTRIES LTD *CBE*			G24182100			02/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Ivor J. Evan as Director --- For
			2.6a
	1.2	Elect Kirk S. Hachigian as Director --- For
			2.6a
	1.3	Elect Lawrence D. Kingsley as Director --- For
			2.6a
	1.4	Elect James R. Wilson as Director --- For
			2.6a
	2	Ratify Ernst & Young LLP as Independent Auditors			For	For		Mgmt
			3.1a
	3	Implement Code of Conduct Based on International Labor Organization Standards			Against	Against		ShrHoldr
			5.4
04/14/09 - S	Copart, Inc. *CPRT*			217204106			03/05/09
	1	Approve Stock-for-Salary/Bonus Plan			For	For		Mgmt
			4.1
06/17/09 - A	Dealertrack Holdings Inc *TRAK*			242309102			04/24/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director James Foy --- For
			2.6a
	1.2	Elect Director Howard L. Tischler --- For
			2.6a
	1.3	Elect Director James David Power III --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Stock Option Exchange Program			For	For		Mgmt
			99
	4	Amend Omnibus Stock Plan			For	Against		Mgmt
			4.1 total # of shares available to grant is greater than 10% of the outstanding shares.
05/12/09 - A	Dentsply International, Inc. *XRAY*			249030107			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Wendy L Dixon --- For
			Item 2.6a
	1.2	Elect Director Leslie A. Jones --- For
			Item 2.6a
	1.3	Elect Director Bret W. Wise --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
11/21/08 - A	Donaldson Co., Inc. *DCI*			257651109			09/23/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director F. Guillaume Bastiaens --- For
			Item 2.6a
	1.2	Elect Director Janet M. Dolan --- For
			Item 2.6a
	1.3	Elect Director Jeffrey Noddle --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/12/09 - A	Dresser-Rand Group Inc. *DRC*			261608103			03/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William E. Macaulay --- For
			Item 2.6a
	1.2	Elect Director Vincent R. Volpe Jr. --- For
			Item 2.6a
	1.3	Elect Director Rita V. Foley --- For
			Item 2.6a
	1.4	Elect Director Louis A. Raspino --- For
			Item 2.6a
	1.5	Elect Director Philip R. Roth --- For
			Item 2.6a
	1.6	Elect Director Michael L. Underwood --- For
			Item 2.6a
	1.7	Elect Director Jean-Paul Vettier --- For
			Item 2.6a
	1.8	Elect Director Joseph C. Winkler III --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/22/09 - A	EQT Corporation *EQT*			26884L109			02/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Philip G. Behrman --- For
			2.6a
	1.2	Elect Director A. Bray Cary, Jr. --- For
			2.6a
	1.3	Elect Director Barbara S. Jeremiah --- For
			2.6a
	1.4	Elect Director Lee T. Todd, Jr. --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3a
05/06/09 - A	Expeditors International of Washington, Inc. *EXPD*			302130109			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Mark A. Emmert --- For
			2.6a
	1.2	Elect Director R. Jordan Gates --- For
			2.6a
	1.3	Elect Director Dan P. Kourkoumelis --- For
			2.6a
	1.4	Elect Director Michael J. Malone --- For
			2.6a
	1.5	Elect Director John W. Meisenbach --- For
			2.6a
	1.6	Elect Director Peter J. Rose --- For
			2.6a
	1.7	Elect Director James L.K. Wang --- For
			2.6a
	1.8	Elect Director Robert R. Wright --- For
			2.6a
	2	Approve Stock Option Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
04/21/09 - A	Fastenal Co. *FAST*			311900104			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert A. Kierlin --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Slaggie --- For
			Item 2.6a
	1.3	Elect Director Michael M. Gostomski --- For
			Item 2.6a
	1.4	Elect Director Hugh L. Miller --- For
			Item 2.6a
	1.5	Elect Director Willard D. Oberton --- For
			Item 2.6a
	1.6	Elect Director Michael J. Dolan --- For
			Item 2.6a
	1.7	Elect Director Reyne K. Wisecup --- For
			Item 2.6a
	1.8	Elect Director Michael J. Ancius --- For
			Item 2.6a
	1.9	Elect Director Scott A. Satterlee --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/01/09 - A	FLIR Systems, Inc. *FLIR*			302445101			02/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Earl R. Lewis --- For
			2.6a
	1.2	Elect Director Steven E. Wynne --- For
			2.6a
	2	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
09/26/08 - A	Global Payments, Inc. *GPN*			37940X102			08/22/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Paul R. Garcia --- For
			Item 2.6a
	1.2	Elect Director Gerald J. Wilkins --- For
			Item 2.6a
	1.3	Elect Director Michael W. Trapp --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/25/09 - A	Harley-Davidson, Inc. *HOG*			412822108			03/11/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Martha F. Brooks --- For
			2.6a
	1.2	Elect Director Donald A. James --- For
			2.6a
	1.3	Elect Director James A. Norling --- For
			2.6a
	1.4	Elect Director James L. Ziemer --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
	4	Declassify the Board of Directors			Against	For		ShrHoldr
			2.4b
05/28/09 - A	Henry Schein, Inc. *HSIC*			806407102			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Stanley M. Bergman --- For
			2.6a
	1.2	Elect Director Gerald A. Benjamin --- For
			2.6a
	1.3	Elect Director James P. Breslawski --- For
			2.6a
	1.4	Elect Director Mark E. Mlotek --- For
			2.6a
	1.5	Elect Director Steven Paladino --- For
			2.6a
	1.6	Elect Director Barry J. Alperin --- For
			2.6a
	1.7	Elect Director Paul Brons --- For
			2.6a
	1.8	Elect Director Margaret A. Hamburg, M.D. --- For
			2.6a
	1.9	Elect Director Donald J. Kabat --- For
			2.6a
	1.10	Elect Director Philip A. Laskawy --- For
			2.6a
	1.11	Elect Director Karyn Mashima --- For
			2.6a
	1.12	Elect Director Norman S. Matthews --- For
			2.6a
	1.13	Elect Director Louis W. Sullivan, M.D. --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
03/04/09 - A	Hologic, Inc. *HOLX*			436440101			01/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John W. Cumming --- For
			2.6a
	1.2	Elect Director Robert A. Cascella --- For
			2.6a
	1.3	Elect Director David R. LaVance Jr. --- For
			2.6a
	1.4	Elect Director Nancy L. Leaming --- For
			2.6a
	1.5	Elect Director Lawrence M. Levy --- For
			2.6a
	1.6	Elect Director Glenn P. Muir --- For
			2.6a
	1.7	Elect Director Elaine S. Ullian --- For
			2.6a
	1.8	Elect Director Sally W. Crawford --- For
			2.6a
	1.9	Elect Director Wayne Wilson --- For
			2.6a
	2	Approve Repricing of Options			For	For		Mgmt
			4.3b
	3	Adjourn Meeting			For	For		Mgmt
			7.4
05/14/09 - A	Hospira, Inc. *HSP*			441060100			03/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Christopher B. Begley --- For
			2.6a
	1.2	Elect Director Barbara L. Bowles --- For
			2.6a
	1.3	Elect Director Roger W. Hale --- For
			2.6a
	1.4	Elect Director John C. Staley --- For
			2.6a
	1.5	Elect Director Heino von Prondzynski --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/04/09 - A	Hubbell Incorporated *HUB.B*			443510201			03/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director E. Brooks --- For
			Item 2.6a
	1.2	Elect Director G. Edwards --- For
			Item 2.6a
	1.3	Elect Director A. Guzzi --- For
			Item 2.6a
	1.4	Elect Director J. Hoffman --- For
			Item 2.6a
	1.5	Elect Director A. McNally IV --- For
			Item 2.6a
	1.6	Elect Director T. Powers --- For
			Item 2.6a
	1.7	Elect Director G. Ratcliffe --- For
			Item 2.6a
	1.8	Elect Director R. Swift --- For
			Item 2.6a
	1.9	Elect Director D. Van Riper --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/07/09 - A	IDEX Corp. *IEX*			45167R104			02/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William M. Cook --- For
			Item 2.6a
	1.2	Elect Director Frank S. Hermance --- For
			Item 2.6a
	1.3	Elect Director Michael T. Tokarz --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/04/09 - A	J.Crew Group, Inc. *JCG*			46612H402			04/07/09
	1	Elect Directors			For	For		Mgmt
	1.1	Director James Coulter --- For
			Item 2.6a
	1.2	Director Millard Drexler --- For
			Item 2.6a
	1.3	Director Steven Grand-jean --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/14/09 - A	Kohl's Corp. *KSS*			500255104			03/11/09
	1	Elect Director Peter Boneparth			For	For		Mgmt
			2.6a
	2	Elect Director Steven A. Burd			For	For		Mgmt
			2.6a
	3	Elect Director John F. Herma			For	For		Mgmt
			2.6a
	4	Elect Director Dale E. Jones			For	For		Mgmt
			2.6a
	5	Elect Director William S. Kellogg			For	For		Mgmt
			2.6a
	6	Elect Director Kevin Mansell			For	For		Mgmt
			2.6a
	7	Elect Director R. Lawrence Montgomery			For	For		Mgmt
			2.6a
	8	Elect Director Frank V. Sica			For	For		Mgmt
			2.6a
	9	Elect Director Peter M. Sommerhauser			For	For		Mgmt
			2.6a
	10	Elect Director Stephanie A. Streeter			For	For		Mgmt
			2.6a
	11	Elect Director Stephen E. Watson			For	For		Mgmt
			2.6a
	12	Ratify Auditors			For	For		Mgmt
			3.1a
	13	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
04/28/09 - A	LAZARD LTD *LAZ*			G54050102			03/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Steven J. Heyer as Director --- For
			Item 2.6a
	1.2	Elect Sylvia Jay as Director --- For
			Item 2.6a
	1.3	Elect Vernon E. Jordan Jr. as Director --- For
			Item 2.6a
	2	Ratify Deloitte & Touche LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			Item 3.1a
11/05/08 - A	Linear Technology Corp. *LLTC*			535678106			09/08/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert H. Swanson, Jr. --- For
			Item 2.6a
	1.2	Elect Director David S. Lee --- For
			Item 2.6a
	1.3	Elect Director Lothar Maier --- For
			Item 2.6a
	1.4	Elect Director Richard M. Moley --- For
			Item 2.6a
	1.5	Elect Director Thomas S. Volpe --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/15/09 - A	Macy's Inc *M*			55616P104			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Stephen F. Bollenbach --- For
			2.6a
	1.2	Elect Director Deirdre P. Connelly --- For
			2.6a
	1.3	Elect Director Meyer Feldberg --- For
			2.6a
	1.4	Elect Director Sara Levinson --- For
			2.6a
	1.5	Elect Director Terry J. Lundgren --- For
			2.6a
	1.6	Elect Director Joseph Neubauer --- For
			2.6a
	1.7	Elect Director Joseph A. Pichler --- For
			2.6a
	1.8	Elect Director Joyce M. Roch   --- For
			2.6a
	1.9	Elect Director Karl M. von der Heyden --- For
			2.6a
	1.10	Elect Director Craig E. Weatherup --- For
			2.6a
	1.11	Elect Director Marna C. Whittington --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 # of shares available for grant is greater than 10% of outstanding shares
	4	Reduce Supermajority Vote Requirement			Against	For		ShrHoldr
			3.4b
	5	Stock Retention/Holding Period			Against	Against		ShrHoldr
			2.11
07/28/08 - A	McAfee, Inc. *MFE*			579064106			06/18/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Mr. Thomas E. Darcy --- For
			2.6a
	1.2	Elect Director Mr. Denis J. O'Leary --- For
			2.6a
	1.3	Elect Director Mr. Robert W. Pangia --- For
			2.6a
	1.4	Elect Director Mr. Carl Bass --- For
			2.6a
	1.5	Elect Director Mr. Jeffrey A. Miller --- For
			2.6a
	1.6	Elect Director Mr. Anthony Zingale --- For
			2.6a
	2	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
04/27/09 - A	McAfee, Inc. *MFE*			579064106			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Leslie G. Denend --- For
			2.6a
	1.2	Elect Director David G. DeWalt --- For
			2.6a
	1.3	Elect Director Charles J. Robel --- For
			2.6a
	2	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	5	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	6	Ratify Auditors			For	For		Mgmt
			3.1a
11/05/08 - A	Meredith Corp. *MDP*			589433101			09/11/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Alfred H. Drewes --- For
			2.6a
	1.2	Elect Director David J. Londoner --- For
			2.6a
	1.3	Elect Director Philip A. Marineau --- For
			2.6a
	1.4	Elect Director Elizabeth E. Tallett --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Report on Sustainable Paper Purchasing			Against	Against		ShrHoldr
			5.4
08/15/08 - A	Microchip Technology Incorporated *MCHP*			595017104			06/19/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Steve Sanghi --- For
			Item 2.6a
	1.2	Elect Director Albert J. Hugo-Martinez --- For
			Item 2.6a
	1.3	Elect Director L.B. Day --- For
			Item 2.6a
	1.4	Elect Director Matthew W. Chapman --- For
			Item 2.6a
	1.5	Elect Director Wade F. Meyercord --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/13/09 - A	Molson Coors Brewing Co *TAP*			60871R209			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John E. Cleghorn --- For
			Item 2.6a
	1.2	Elect Director Charles M. Herington --- For
			Item 2.6a
	1.3	Elect Director David P. O'Brien --- For
			Item 2.6a
05/13/09 - A	National Oilwell Varco, Inc. *NOV*			637071101			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Merrill A. Miller, Jr. --- For
			2.6a
	1.2	Elect Director Greg L. Armstrong --- For
			2.6a
	1.3	Elect Director David D. Harrison --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
09/02/08 - A	NetApp, Inc. *NTAP*			64110D104			07/09/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Daniel J. Warmenhoven --- For
			2.6a
	1.2	Elect Director Donald T. Valentine --- For
			2.6a
	1.3	Elect Director Jeffry R. Allen --- For
			2.6a
	1.4	Elect Director Carol A. Bartz --- For
			2.6a
	1.5	Elect Director Alan L. Earhart --- For
			2.6a
	1.6	Elect Director Thomas Georgens --- For
			2.6a
	1.7	Elect Director Edward Kozel --- For
			2.6a
	1.8	Elect Director Mark Leslie --- For
			2.6a
	1.9	Elect Director Nicholas G. Moore --- For
			2.6a
	1.10	Elect Director George T. Shaheen --- For
			2.6a
	1.11	Elect Director Robert T. Wall --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			2.8a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	5	Ratify Auditors			For	For		Mgmt
			3.1a
04/21/09 - S	NetApp, Inc. *NTAP*			64110D104			03/10/09
	1	Approve Stock Option Exchange Program			For	Against		Mgmt
			4.1 Per Matt Norris
04/28/09 - A	Noble Energy, Inc. *NBL*			655044105			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jeffrey L. Berenson --- For
			2.6a
	1.2	Elect Director Michael A. Cawley --- For
			2.6a
	1.3	Elect Director Edward F. Cox --- For
			2.6a
	1.4	Elect Director Charles D. Davidson --- For
			2.6a
	1.5	Elect Director Thomas J. Edelman --- For
			2.6a
	1.6	Elect Director Eric P. Grubman --- For
			2.6a
	1.7	Elect Director Kirby L. Hedrick --- For
			2.6a
	1.8	Elect Director Scott D. Urban --- For
			2.6a
	1.9	Elect Director William T. Van Kleef --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/19/09 - A	Nordstrom, Inc. *JWN*			655664100			03/11/09
	1	Elect Director Phyllis J. Campbell			For	For		Mgmt
			2.6a
	2	Elect Director Enrique Hernandez, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Robert G. Miller			For	For		Mgmt
			2.6a
	4	Elect Director Blake W. Nordstrom			For	For		Mgmt
			2.6a
	5	Elect Director Erik B. Nordstrom			For	For		Mgmt
			2.6a
	6	Elect Director Peter E. Nordstrom			For	For		Mgmt
			2.6a
	7	Elect Director Philip G. Satre			For	For		Mgmt
			2.6a
	8	Elect Director Robert D. Walter			For	For		Mgmt
			2.6a
	9	Elect Director Alison A. Winter			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
04/28/09 - A	P.F. Chang's China Bistro, Inc. *PFCB*			69333Y108			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director F. Lane Cardwell, Jr. --- For
			Item 2.6a
	1.2	Elect Director Richard L. Federico --- For
			Item 2.6a
	1.3	Elect Director Lesley H. Howe --- For
			Item 2.6a
	1.4	Elect Director Kenneth A. May --- For
			Item 2.6a
	1.5	Elect Director M. Ann Rhoades --- For
			Item 2.6a
	1.6	Elect Director James G. Shennan, Jr. --- For
			Item 2.6a
	1.7	Elect Director Robert T. Vivian --- For
			Item 2.6a
	1.8	Elect Director R. Michael Welborn --- For
			Item 2.6a
	1.9	Elect Director Kenneth J. Wessels --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	3	Adjourn Meeting			For	For		Mgmt
			Item 7.4
05/27/09 - A	Packaging Corporation of America *PKG*			695156109			03/30/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Cheryl K. Beebe --- For
			2.6a
	1.2	Elect Director Henry F. Frigon --- For
			2.6a
	1.3	Elect Director Hasan Jameel --- For
			2.6a
	1.4	Elect Director Samuel M. Mencoff --- For
			2.6a
	1.5	Elect Director Roger B. Porter --- For
			2.6a
	1.6	Elect Director Paul T. Stecko --- For
			2.6a
	1.7	Elect Director James D. Woodrum --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
10/07/08 - A	Paychex, Inc. *PAYX*			704326107			08/11/08
	1	Elect Director B. Thomas Golisano			For	For		Mgmt
			Item 2.6a
	2	Elect Director David J. S. Flaschen			For	For		Mgmt
			Item 2.6a
	3	Elect Director Phillip Horsley			For	For		Mgmt
			Item 2.6a
	4	Elect Director Grant M. Inman			For	For		Mgmt
			Item 2.6a
	5	Elect Director Pamela A. Joseph			For	For		Mgmt
			Item 2.6a
	6	Elect Director Jonathan J. Judge			For	For		Mgmt
			Item 2.6a
	7	Elect Director Joseph M. Tucci			For	For		Mgmt
			Item 2.6a
	8	Elect Director Joseph M. Velli			For	For		Mgmt
			Item 2.6a
	9	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/17/09 - A	Petsmart *PETM*			716768106			04/20/09
	1	Elect Director Rita V. Foley			For	For		Mgmt
			2.6a
	2	Elect Director Joseph S. Hardin, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Amin I. Khalifa			For	For		Mgmt
			2.6a
	4	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	5	Ratify Auditors			For	For		Mgmt
			3.1a
	6	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
06/03/09 - PC	Saks Incorporated *SKS*			79377W108			04/06/09
		Management Proxy (White Card)
	1.1	Elect Director Ronald de Waal			For	Withhold		Mgmt
			2.6b Per Kim Scott
	1.2	Elect Director Marguerite W. Kondracke			For	Withhold		Mgmt
			2.6b Per Kim Scott
	1.3	Elect Director C. Warren Neel			For	Withhold		Mgmt
			2.6b Per Kim Scott
	1.4	Elect Director Christopher J. Stadler			For	Withhold		Mgmt
			2.6b Per Kim Scott
	2	Ratify Auditors			For	For		Mgmt
			3.1a Per Kim Scott
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			1.3a bundled Per Kim Scott
	4	Restore or Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5 Per Kim Scott
	5	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6 Per Kim Scott
	6	Declassify the Board of Directors			None	For		ShrHoldr
			2.4b Per Kim Scott
		Dissident Proxy (Gold Card)
	1	Elect Director Ronald de Waal			For	None		ShrHoldr
	2	Elect Director Marguerite W. Kondracke			For	None		ShrHoldr
	3	Elect Director Christopher J. Stadler			For	None		ShrHoldr
	4	Elect Director C. Warren Neel			Withhold	None		ShrHoldr
	5	Declassify the Board of Directors			For	None		ShrHoldr
	6	Require a Majority Vote for the Election of Directors			For	None		ShrHoldr
	7	Restore or Provide for Cumulative Voting			Against	None		ShrHoldr
	8	Approve Omnibus Stock Plan			For	None		Mgmt
	9	Ratify Auditors			For	None		Mgmt
05/20/09 - A	Sealed Air Corporation *SEE*			81211K100			03/23/09
	1	Elect Director Hank Brown			For	For		Mgmt
			Item 2.6a
	2	Elect Director Michael Chu			For	For		Mgmt
			Item 2.6a
	3	Elect Director Lawrence R. Codey			For	For		Mgmt
			Item 2.6a
	4	Elect Director T. J. Dermot Dunphy			For	For		Mgmt
			Item 2.6a
	5	Elect Director Charles F. Farrell, Jr.			For	For		Mgmt
			Item 2.6a
	6	Elect Director William V. Hickey			For	For		Mgmt
			Item 2.6a
	7	Elect Director Jacqueline B. Kosecoff			For	For		Mgmt
			Item 2.6a
	8	Elect Director Kenneth P. Manning			For	For		Mgmt
			Item 2.6a
	9	Elect Director William J. Marino			For	For		Mgmt
			Item 2.6a
	10	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/22/09 - A	Signature Bank *SBNY*			82669G104			02/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Kathryn A. Byrne --- For
			2.6a
	1.2	Elect Director Alfonse M. D'Amato --- For
			2.6a
	1.3	Elect Director Jeffrey W. Meshel --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Advisory Vote to Ratify Named Executive Officers' Compensation			For	For		Mgmt
			4.1
05/12/09 - A	Smith International, Inc. *SII*			832110100			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert Kelley --- For
			Item 2.6a
	1.2	Elect Director Luiz Rodolfo Landim Machado --- For
			Item 2.6a
	1.3	Elect Director Doug Rock --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
11/12/08 - A	Solera Holdings, Inc. *SLH*			83421A104			10/01/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Tony Aquila --- For
			2.6a
	1.2	Elect Director Philip A. Canfield --- For
			2.6a
	1.3	Elect Director Arthur F. Kingsbury --- For
			2.6a
	1.4	Elect Director Jerrell W. Shelton --- For
			2.6a
	1.5	Elect Director Stuart J. Yarbrough --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 Total number of shares availale for grant is greater than 10% of outstanding shares
	3	Ratify Auditors			For	For		Mgmt
			3.1a
04/15/09 - A	Sonoco Products Co. *SON*			835495102			02/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director P.L. Davies --- For
			Item 2.6a
	1.2	Elect Director H.E. DeLoach --- For
			Item 2.6a
	1.3	Elect Director E.H. Lawton --- For
			Item 2.6a
	1.4	Elect Director J.E. Linville --- For
			Item 2.6a
	1.5	Elect Director J.M. Micali --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
12/17/08 - S	Synovus Financial Corp. *SNV*			87161C105			10/31/08
	1	Authorize New Class of Preferred Stock			For	For		Mgmt
			3.7 Per Kim Scott and Scott Schneider
	2	Amend Bylaws to Authorize Board of Directors to Fix Board Size			For	For		Mgmt
			2.1b Per Kim Scott and Scott Schneider
02/18/09 - A	TD AMERITRADE Holding Corp. *AMTD*			87236Y108			12/22/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director W. Edmund Clark --- For
			Item 2.6a
	1.2	Elect Director Mark L. Mitchell --- For
			Item 2.6a
	1.3	Elect Director Joseph H. Moglia --- For
			Item 2.6a
	1.4	Elect Director Thomas S. Ricketts --- For
			Item 2.6a
	1.5	Elect Director Fredric J. Tomczyk --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	3	Other Business			For	Against		Mgmt
			Item 7.7a
05/05/09 - A	The Dun & Bradstreet Corp *DNB*			26483E100			03/09/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Austin A. Adams --- For
			2.6a
	1.2	Elect Director James N. Fernandez --- For
			2.6a
	1.3	Elect Director Sandra E. Peterson --- For
			2.6a
	1.4	Elect Director Michael R. Quinlan --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	Against		Mgmt
			4.1 total # of shares available to grant is greater than 10% of the outstanding shares.
04/30/09 - A	The Hershey Co *HSY*			427866108			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director R.F. Cavanaugh --- For
			Item 2.6a
	1.2	Elect Director C.A. Davis --- For
			Item 2.6a
	1.3	Elect Director A.G. Langbo --- For
			Item 2.6a
	1.4	Elect Director J.E. Nevels --- For
			Item 2.6a
	1.5	Elect Director T.J. Ridge --- For
			Item 2.6a
	1.6	Elect Director D.L. Shedlarz --- For
			Item 2.6a
	1.7	Elect Director C.B. Strauss --- For
			Item 2.6a
	1.8	Elect Director D.J. West --- For
			Item 2.6a
	1.9	Elect Director L.S. Zimmerman --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/19/09 - A	Urban Outfitters, Inc. *URBN*			917047102			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Scott A. Belair --- For
			2.6a
	1.2	Elect Director Robert H. Strouse --- For
			2.6a
	1.3	Elect Director Glen T. Senk --- For
			2.6a
	1.4	Elect Director Joel S. Lawson III --- For
			2.6a
	1.5	Elect Director Richard A. Hayne --- For
			2.6a
	1.6	Elect Director Harry S. Cherken, Jr. --- For
			2.6a
	2	Adopt ILO Based Code of Conduct			Against	Against		ShrHoldr
			6.1
03/16/09 - A	Whole Foods Market, Inc. *WFMI*			966837106			01/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John B. Elstrott --- For
			2.6a
	1.2	Elect Director Gabrielle E. Greene --- For
			2.6a
	1.3	Elect Director Hass Hassan --- For
			2.6a
	1.4	Elect Director Stephanie Kugelman --- For
			2.6a
	1.5	Elect Director John P. Mackey --- For
			2.6a
	1.6	Elect Director Morris J. Siegel --- For
			2.6a
	1.7	Elect Director Ralph Z. Sorenson --- For
			2.6a
	1.8	Elect Director William A. (Kip) Tindell, III --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	5	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	6	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	7	Reduce Supermajority Vote Requirement			Against	For		ShrHoldr
			3.4b
	8	Reincorporate in Another State from Texas to North Dakota			Against	Against		ShrHoldr
			3.16
09/25/08 - S	Wm. Wrigley Jr. Co.			982526105			07/28/08
	1	Approve Merger Agreement			For	For		Mgmt
			3.5 Per Erik Becker
	2	Adjourn Meeting			For	For		Mgmt
			7.7b
05/13/09 - A	Wright Medical Group *WMGI*			98235T107			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Gary D. Blackford --- For
			2.6a
	1.2	Elect Director Martin J. Emerson --- For
			2.6a
	1.3	Elect Director Lawrence W. Hamilton --- For
			2.6a
	1.4	Elect Director Gary D. Henley --- For
			2.6a
	1.5	Elect Director John L. Miclot --- For
			2.6a
	1.6	Elect Director Amy S. Paul --- For
			2.6a
	1.7	Elect Director Robert J. Quillinan --- For
			2.6a
	1.8	Elect Director David D. Stevens --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Omnibus Stock Plan			For	For		Mgmt
			1.3a
05/19/09 - A	XTO Energy Inc *XTO*			98385X106			03/31/09
	1	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	2	Elect Directors			For	For		Mgmt
	2.1	Elect Director Phillip R. Kevil --- For
			2.6a
	2.2	Elect Director Herbert D. Simons --- For
			2.6a
	2.3	Elect Director Vaughn O. Vennerberg II --- For
			2.6a
	3	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	6	Adopt a Policy in which the Company will not Make or Promise to Make Any Death Benefit Payments to Senior Executives			Against	Against		ShrHoldr
			99 per Matt Norris
06/02/09 - A	Zions Bancorporation *ZION*			989701107			03/31/09
	1	Elect Director R. D. Cash			For	For		Mgmt
			2.6a
	2	Elect Director Patricia Frobes			For	For		Mgmt
			2.6a
	3	Elect Director J. David Heaney			For	For		Mgmt
			2.6a
	4	Elect Director Harris H. Simmons			For	For		Mgmt
			2.6a
	5	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	6	Declassify the Board of Directors			For	For		Mgmt
			2.4b
	7	Ratify Auditors			For	For		Mgmt
			3.1a
	8	Advisory Vote to Ratify Named Executive Officers' Compensation			For	Against		Mgmt
			4.1 Per Kim Scott
	9	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b Per Kim Scott

IVY MONEY MARKET FUND

Proxy Voting Record

There was no proxy voting for Ivy Money Market Fund, a series of the Registrant, for the period covered by this report, pursuant to Section 30 of the Investment Company Act of 1940, as amended, and Rule 30b1-4 thereunder.

IVY MUNICIPAL BOND FUND

Proxy Voting Record

There was no proxy voting for Ivy Municipal Bond Fund, a series of the Registrant, for the period covered by this report, pursuant to Section 30 of the Investment Company Act of 1940, as amended, and Rule 30b1-4 thereunder.

IVY MUNICIPAL HIGH INCOME FUND

Proxy Voting Record

There was no proxy voting for Ivy Municipal High Income Fund, a series of the Registrant, for the period covered by this report, pursuant to Section 30 of the Investment Company Act of 1940, as amended, and Rule 30b1-4 thereunder.

IVY SCIENCE AND TECHNOLOGY FUND

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
8 Ivy Science & Technology
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
06/10/09 - A	ACI Worldwide Inc *ACIW*			004498101			04/13/09
	1	Elect Directors			For	Split		Mgmt
	1.1	Elect Director Alfred R. Berkeley, III --- Withhold
			2.6b meeting attendance < 75%
	1.2	Elect Director John D. Curtis --- For
			2.6a
	1.3	Elect Director Philip G. Heasley --- For
			2.6a
	1.4	Elect Director James C. McGroddy --- For
			2.6a
	1.5	Elect Director Harlan F. Seymour --- For
			2.6a
	1.6	Elect Director John M. Shay, Jr. --- For
			2.6a
	1.7	Elect Director John E. Stokely --- For
			2.6a
	1.8	Elect Director Jan H. Suwinski --- For
			2.6a
06/15/09 - A	Alliance Data Systems Corp. *ADS*			018581108			04/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Edward J. Heffernan --- For
			Item 2.6a
	1.2	Elect Director Robert A. Minicucci --- For
			Item 2.6a
	1.3	Elect Director J. Michael Parks --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/06/09 - A	Amgen, Inc. *AMGN*			031162100			03/09/09
	1	Elect Director David Baltimore			For	For		Mgmt
			2.6a
	2	Elect Director Frank J. Biondi, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Francois de Carbonnel			For	For		Mgmt
			2.6a
	4	Elect Director Jerry D. Choate			For	For		Mgmt
			2.6a
	5	Elect Director Vance D. Coffman			For	For		Mgmt
			2.6a
	6	Elect Director Frederick W. Gluck			For	For		Mgmt
			2.6a
	7	Elect Director Frank C. Herringer			For	For		Mgmt
			2.6a
	8	Elect Director Gilbert S. Omenn			For	For		Mgmt
			2.6a
	9	Elect Director Judith C. Pelham			For	For		Mgmt
			2.6a
	10	Elect Director J. Paul Reason			For	For		Mgmt
			2.6a
	11	Elect Director Leonard D. Schaeffer			For	For		Mgmt
			2.6a
	12	Elect Director Kevin W. Sharer			For	For		Mgmt
			2.6a
	13	Ratify Auditors			For	For		Mgmt
			3.1a
	14	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	15	Reduce Supermajority Vote Requirement			For	For		Mgmt
			3.4b
	16	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	17	Reincorporate in Another State [from Delaware to North Dakota ]			Against	Against		ShrHoldr
			3.16a
11/06/08 - A	Animal Health International, Inc. *AHII*			03525N109			09/19/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Mark A. Rosen --- For
			Item 2.6a
	1.2	Elect Director Ronald G. Steinhart --- For
			Item 2.6a
02/25/09 - A	Apple Inc. *AAPL*			037833100			12/29/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William V. Campbell --- For
			2.6a
	1.2	Elect Director Millard S. Drexler --- For
			2.6a
	1.3	Elect Director Albert A. Gore, Jr. --- For
			2.6a
	1.4	Elect Director Steven P. Jobs --- For
			2.6a
	1.5	Elect Director Andrea Jung --- For
			2.6a
	1.6	Elect Director A.D. Levinson --- For
			2.6a
	1.7	Elect Director Eric E. Schmidt --- For
			2.6a
	1.8	Elect Director Jerome B. York --- For
			2.6a
	2	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	3	Adopt Principles for Health Care Reform			Against	Against		ShrHoldr
			99
	4	Prepare Sustainability Report			Against	Against		ShrHoldr
			5.4
	5	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
11/06/08 - A	Archer-Daniels-Midland Company *ADM*			039483102			09/12/08
	1	Elect Director George W. Buckley			For	For		Mgmt
			2.6a
	2	Elect Director Mollie Hale Carter			For	For		Mgmt
			2.6a
	3	Elect Director Victoria F. Haynes			For	For		Mgmt
			2.6a
	4	Elect Director Antonio Maciel Neto			For	For		Mgmt
			2.6a
	5	Elect Director Patrick J. Moore			For	For		Mgmt
			2.6a
	6	Elect Director M. Brian Mulroney			For	For		Mgmt
			2.6a
	7	Elect Director Thomas F. O Neill			For	For		Mgmt
			2.6a
	8	Elect Director Kelvin R. Westbrook			For	For		Mgmt
			2.6a
	9	Elect Director Patricia A. Woertz			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Adopt ILO Based Code of Conduct			Against	Against		ShrHoldr
			6.1
08/21/08 - A	Aspen Technology, Inc. *AZPN*			045327103			06/24/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Donald P. Casey --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Jennings --- For
			Item 2.6a
	1.3	Elect Director Michael Pehl --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/24/09 - A	AT&T Inc *T*			00206R102			02/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Randall L. Stephenson --- For
			2.6a
	1.2	Elect Director William F. Aldinger III --- For
			2.6a
	1.3	Elect Director Gilbert F. Amelio --- For
			2.6a
	1.4	Elect Director Reuben V. Anderson --- For
			2.6a
	1.5	Elect Director James H. Blanchard --- For
			2.6a
	1.6	Elect Director August A. Busch III --- For
			2.6a
	1.7	Elect Director Jaime Chico Pardo --- For
			2.6a
	1.8	Elect Director James P. Kelly --- For
			2.6a
	1.9	Elect Director Jon C. Madonna --- For
			2.6a
	1.10	Elect Director Lynn M. Martin --- For
			2.6a
	1.11	Elect Director John B. McCoy --- For
			2.6a
	1.12	Elect Director Mary S. Metz --- For
			2.6a
	1.13	Elect Director Joyce M. Roch   --- For
			2.6a
	1.14	Elect Director Laura D Andrea Tyson --- For
			2.6a
	1.15	Elect Director Patricia P. Upton --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Increase Authorized Common Stock			For	For		Mgmt
			3.6
	4	Report on Political Contributions			Against	Against		ShrHoldr
			7.2b
	5	Amend Articles/Bylaws/Charter -- Call Special Meetings			Against	For		ShrHoldr
			3.2b
	6	Provide for Cumulative Voting			Against	Against		ShrHoldr
			2.5
	7	Require Independent Board Chairman			Against	For		ShrHoldr
			2.12
	8	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	9	Exclude Pension Credits ftom Earnings Performance Measure			Against	For		ShrHoldr
			99 Per Matt Norris
05/08/09 - A	Bunge Limited *BG*			G16962105			03/16/09
	1a	Elect Octavio Caraballo as Director			For	For		Mgmt
			2.6a
	1b	Elect Francis Coppinger as Director			For	For		Mgmt
			2.6a
	1c	Elect Larry G. Pillard as Director			For	For		Mgmt
			2.6a
	1d	Elect Alberto Weisser as Director			For	For		Mgmt
			2.6a
	2	Approve Deloitte & Touche LLP as Auditors and Authorize Audit Committee to Fix Their Remuneration			For	For		Mgmt
			3.1a
	3	Approve 2009 Equity Incentive Plan			For	For		Mgmt
			4.1
01/27/09 - S	CenturyTel, Inc. *CTL*			156700106			12/17/08
	1	Issue Shares in Connection with Acquisition			For	For		Mgmt
			3.5 per ZHS
	2	Amend Charter Eliminating Enhanced Voting Rights			For	For		Mgmt
			3.8
	3	Increase Authorized Common Stock			For	For		Mgmt
			3.6
	4	Adjourn Meeting			For	For		Mgmt
			7.7b
05/07/09 - A	CenturyTel, Inc. *CTL*			156700106			03/25/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Fred R. Nichols --- For
			2.6a
	1.2	Elect Director Harvey P. Perry --- For
			2.6a
	1.3	Elect Director Jim D. Reppond --- For
			2.6a
	1.4	Elect Director Joseph R. Zimmel --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Require a Majority Vote for the Election of Directors			Against	For		ShrHoldr
			7.6a
	4	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
	5	Report on Internet Network Management Practices Regarding Privacy and Freedom of Expression			Against	Against		ShrHoldr
			5.4
05/22/09 - A	Cerner Corporation *CERN*			156782104			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Clifford W Illig --- For
			Item 2.6a
	1.2	Elect Director William B Neaves, Ph.D. --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/13/09 - A	CME Group Inc. *CME*			12572Q105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Dennis H. Chookaszian --- For
			2.6a
	1.2	Elect Director Robert F. Corvino --- For
			2.6a
	1.3	Elect Director Larry G. Gerdes --- For
			2.6a
	1.4	Elect Director Daniel R. Glickman --- For
			2.6a
	1.5	Elect Director James E. Oliff --- For
			2.6a
	1.6	Elect Director John L. Pietrzak --- For
			2.6a
	1.7	Elect Director Alex J. Pollock --- For
			2.6a
	1.8	Elect Director William R. Shepard --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	4	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	5	Ratify Auditors			For	For		Mgmt
			3.1a
06/02/09 - A	Conns, Inc. *CONN*			208242107			04/17/09
	1	Elect Directors			For	Split		Mgmt
	1.1	Elect Director Thomas J. Frank, Sr. --- For
	1.2	Elect Director Marvin D. Brailsford --- For
	1.3	Elect Director Timothy L. Frank --- For
	1.4	Elect Director Jon E.M. Jacoby --- For
	1.5	Elect Director Bob L. Martin --- Withhold
	1.6	Elect Director Douglas H. Martin --- For
	1.7	Elect Director William C. Nylin, Jr. --- For
	1.8	Elect Director Scott L. Thompson --- For
	1.9	Elect Director William T. Trawick --- For
	1.10	Elect Director Theodore M. Wright --- For
	2	Ratify Auditors			For	For		Mgmt
	3	Other Business			For	Against		Mgmt
10/30/08 - A	Cree, Inc. *CREE*			225447101			09/02/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Charles M. Swoboda --- For
			2.6a
	1.2	Elect Director John W. Palmour, Ph.D. --- For
			2.6a
	1.3	Elect Director Dolph W. Von Arx --- For
			2.6a
	1.4	Elect Director Clyde R. Hosein --- For
			2.6a
	1.5	Elect Director Franco Plastina --- For
			2.6a
	1.6	Elect Director Harvey A. Wagner --- For
			2.6a
	1.7	Elect Director Thomas H. Werner --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Ratify Auditors			For	For		Mgmt
			3.1a
04/29/09 - A	E.I. Du Pont De Nemours & Co. *DD*			263534109			03/04/09
	1	Elect Director Samuel W. Bodman			For	For		Mgmt
			2.6a
	2	Elect Director Richard H. Brown			For	For		Mgmt
			2.6a
	3	Elect Director Robert A. Brown			For	For		Mgmt
			2.6a
	4	Elect Director Bertrand P. Collomb			For	For		Mgmt
			2.6a
	5	Elect Director Curtis J. Crawford			For	For		Mgmt
			2.6a
	6	Elect Director Alexander M. Cutler			For	For		Mgmt
			2.6a
	7	Elect Director John T. Dillon			For	For		Mgmt
			2.6a
	8	Elect Director Eleuthere I. Du Pont			For	For		Mgmt
			2.6a
	9	Elect Director Marillyn Hewson			For	For		Mgmt
			2.6a
	10	Elect Director Charles O. Holliday, Jr.			For	For		Mgmt
			2.6a
	11	Elect Director Lois D. Juliber			For	For		Mgmt
			2.6a
	12	Elect Director Ellen J. Kullman			For	For		Mgmt
			2.6a
	13	Elect Director William K. Reily			For	For		Mgmt
			2.6a
	14	Ratify Auditors			For	For		Mgmt
			3.1a
	15	Advisory Vote to Ratify Named Executive Officers' Compensation			Against	Against		ShrHoldr
			5.1b
05/13/09 - A	Eclipsys Corp. *ECLP*			278856109			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John T. Casey --- For
			Item 2.6a
	1.2	Elect Director Jay B. Pieper --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
01/27/09 - S	Embarq Corp			29078E105			12/17/08
	1	Approve Merger Agreement			For	For		Mgmt
			3.5 per ZHS
04/30/09 - A	EMCORE Corporation *EMKR*			290846104			03/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John Gillen --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Amend Stock Option Plan			For	For		Mgmt
			4.1
02/05/09 - A	ESCO Technologies Inc. *ESE*			296315104			12/05/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director J.M. McConnell --- For
			Item 2.6a
	1.2	Elect Director D.C. Trauscht --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/20/09 - A	Euronet Worldwide Inc. *EEFT*			298736109			03/31/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Paul S. Althasen --- For
			2.6a
	1.2	Elect Director Thomas A. McDonnell --- For
			2.6a
	2	Amend Certificate of Incorporation to Eliminate Mandatory Indemnification of Non-Executive Employees			For	For		Mgmt
			3.23c
	3	Eliminate Right to Act by Written Consent			For	Against		Mgmt
			3.3a
	4	Amend Omnibus Stock Plan			For	Against		Mgmt
			4.1 exercise price of NSO's cannot be less than 85% of fair market value
	5	Ratify Auditors			For	For		Mgmt
			3.1a
05/28/09 - A	Fidelity National Information Services Inc *FIS*			31620M106			03/30/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director William P. Foley, II --- For
			Item 2.6a
	1.2	Elect Director Thomas M. Hagerty --- For
			Item 2.6a
	1.3	Elect Director Keith W. Hughes --- For
			Item 2.6a
	1.4	Elect Director Richard N. Massey --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/28/09 - A	FMC Corp. *FMC*			302491303			03/03/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Patricia A. Buffler --- For
			Item 2.6a
	1.2	Elect Director G. Peter D'Aloia --- For
			Item 2.6a
	1.3	Elect Director C. Scott Greer --- For
			Item 2.6a
	1.4	Elect Director Paul J. Norris --- For
			Item 2.6a
	1.5	Elect Director Dirk A. Kempthorne --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/21/09 - A	Genzyme Corp. *GENZ*			372917104			03/31/09
	1	Elect Director Douglas A. Berthiaume			For	For		Mgmt
			2.6a
	2	Elect Director Gail K. Boudreaux			For	For		Mgmt
			2.6a
	3	Elect Director Robert J. Carpenter			For	For		Mgmt
			2.6a
	4	Elect Director Charles L. Cooney			For	For		Mgmt
			2.6a
	5	Elect Director Victor J. Dzau			For	For		Mgmt
			2.6a
	6	Elect Director Connie Mack III			For	For		Mgmt
			2.6a
	7	Elect Director Richard F. Syron			For	For		Mgmt
			2.6a
	8	Elect Director Henri A. Termeer			For	For		Mgmt
			2.6a
	9	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	10	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	11	Ratify Auditors			For	For		Mgmt
			3.1a
05/07/09 - A	HealthSouth Corp. *HLS*			421924309			03/19/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Edward A. Blechschmidt --- For
			Item 2.6a
	1.2	Elect Director John W. Chidsey --- For
			Item 2.6a
	1.3	Elect Director Donald L. Correll --- For
			Item 2.6a
	1.4	Elect Director Yvonne M. Curl --- For
			Item 2.6a
	1.5	Elect Director Charles M. Elson --- For
			Item 2.6a
	1.6	Elect Director Jay Grinney --- For
			Item 2.6a
	1.7	Elect Director Jon F. Hanson --- For
			Item 2.6a
	1.8	Elect Director Leo I. Higdon, Jr. --- For
			Item 2.6a
	1.9	Elect Director John E. Maupin, Jr. --- For
			Item 2.6a
	1.10	Elect Director L. Edward Shaw, Jr. --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/30/09 - A	Insulet Corp *PODD*			45784P101			03/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Ross Jaffe --- For
			Item 2.6a
	1.2	Elect Director Charles Liamos --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/27/09 - A	Ion Geophysical Corp. *IO*			462044108			04/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Theodore H. Elliott, Jr. --- For
			2.6a
	1.2	Elect Director James M. Lapeyre --- For
			2.6a
	1.3	Elect Director G. Thomas Marsh --- For
			2.6a
	2	Approve Repricing of Options			For	Against		Mgmt
			99 Per Matt Norris and Zack Shafran
	3	Approve Reverse Stock Split			For	Against		Mgmt
			99 Per Zack Shafran
	4	Ratify Auditors			For	For		Mgmt
			3.1a
06/09/09 - A	IPG Photonics Corp *IPGP*			44980X109			04/14/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Valentin P. Gapontsev, Ph.D. --- For
			Item 2.6a
	1.2	Elect Director Eugene Shcherbakov, Ph.D. --- For
			Item 2.6a
	1.3	Elect Director Igor Samartsev --- For
			Item 2.6a
	1.4	Elect Director Robert A. Blair --- For
			Item 2.6a
	1.5	Elect Director Michael C. Child --- For
			Item 2.6a
	1.6	Elect Director John H. Dalton --- For
			Item 2.6a
	1.7	Elect Director Henry E. Gauthier --- For
			Item 2.6a
	1.8	Elect Director William S. Hurley --- For
			Item 2.6a
	1.9	Elect Director William F. Krupke, Ph.D. --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/02/09 - A	Isis Pharmaceuticals, Inc. *ISIS*			464330109			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Richard D. DiMarchi --- For
			2.6a
	1.2	Elect Director Frederick T. Muto --- For
			2.6a
	2	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	3	Ratify Auditors			For	For		Mgmt
			3.1a
10/16/08 - A	Lawson Software, Inc. *LWSN*			52078P102			08/18/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Steven C. Chang --- For
			Item 2.6a
	1.2	Elect Director Harry Debes --- For
			Item 2.6a
	1.3	Elect Director Peter Gyenes --- For
			Item 2.6a
	1.4	Elect Director David R. Hubers --- For
			Item 2.6a
	1.5	Elect Director H. Richard Lawson --- For
			Item 2.6a
	1.6	Elect Director Michael A. Rocca --- For
			Item 2.6a
	1.7	Elect Director Robert A. Schriesheim --- For
			Item 2.6a
	1.8	Elect Director Romesh Wadhwani --- For
			Item 2.6a
	1.9	Elect Director Paul Wahl --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/28/09 - A	Lender Processing Services, Inc. *LPS*			52602E102			03/30/09
	1	Elect Director Marshall Haines			For	For		Mgmt
			2.6a
	2	Elect Director James K. Hunt			For	For		Mgmt
			2.6a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
	4	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	5	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
05/12/09 - A	LifePoint Hospitals, Inc. *LPNT*			53219L109			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Marguerite W. Kondracke --- For
			2.6a
	1.2	Elect Director John E. Maupin, Jr. --- For
			2.6a
	1.3	Elect Director Owen G. Shell, Jr. --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Nonqualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Amend Non-Employee Director Omnibus Stock Plan			For	For		Mgmt
			2.8a
	5	Amend Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
12/15/08 - A	Maxim Integrated Products, Inc. *MXIM*			57772K101			10/24/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Tunc Doluca --- For
			2.6a
	1.2	Elect Director B. Kipling Hagopian --- For
			2.6a
	1.3	Elect Director James R. Bergman --- For
			2.6a
	1.4	Elect Director Joseph R. Bronson --- For
			2.6a
	1.5	Elect Director Robert E. Grady --- For
			2.6a
	1.6	Elect Director William D. Watkins --- For
			2.6a
	1.7	Elect Director A.R. Frank Wazzan --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3a
02/19/09 - A	Microsemi Corp. *MSCC*			595137100			01/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director James J. Peterson --- For
			Item 2.6a
	1.2	Elect Director Dennis R. Leibel --- For
			Item 2.6a
	1.3	Elect Director Thomas R. Anderson --- For
			Item 2.6a
	1.4	Elect Director William E. Bendush --- For
			Item 2.6a
	1.5	Elect Director William L. Healey --- For
			Item 2.6a
	1.6	Elect Director Paul F. Folino --- For
			Item 2.6a
	1.7	Elect Director Matthew E. Massengill --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/21/09 - S	NetApp, Inc. *NTAP*			64110D104			03/10/09
	1	Approve Stock Option Exchange Program			For	Against		Mgmt
			4.1 Per Matt Norris
06/26/09 - A	Nintendo Co. Ltd. *7974*			J51699106			03/31/09
	1	Approve Allocation of Income, With a Final Dividend of JPY 780			For	For		Mgmt
			Item 3.18
	2	Amend Articles To Reflect Digitalization of Share Certificates			For	For		Mgmt
			Item 3.23b
	3	Elect Directors			For	For		Mgmt
	3.1	Elect Director --- For
			Item 2.6a
	3.2	Elect Director --- For
			Item 2.6a
	3.3	Elect Director --- For
			Item 2.6a
	3.4	Elect Director --- For
			Item 2.6a
	3.5	Elect Director --- For
			Item 2.6a
	3.6	Elect Director --- For
			Item 2.6a
	3.7	Elect Director --- For
			Item 2.6a
	3.8	Elect Director --- For
			Item 2.6a
	3.9	Elect Director --- For
			Item 2.6a
	3.10	Elect Director --- For
			Item 2.6a
	3.11	Elect Director --- For
			Item 2.6a
	3.12	Elect Director --- For
			Item 2.6a
04/28/09 - A	Noble Energy, Inc. *NBL*			655044105			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jeffrey L. Berenson --- For
			2.6a
	1.2	Elect Director Michael A. Cawley --- For
			2.6a
	1.3	Elect Director Edward F. Cox --- For
			2.6a
	1.4	Elect Director Charles D. Davidson --- For
			2.6a
	1.5	Elect Director Thomas J. Edelman --- For
			2.6a
	1.6	Elect Director Eric P. Grubman --- For
			2.6a
	1.7	Elect Director Kirby L. Hedrick --- For
			2.6a
	1.8	Elect Director Scott D. Urban --- For
			2.6a
	1.9	Elect Director William T. Van Kleef --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/20/09 - A	ON Semiconductor Corporation *ONNN*			682189105			04/06/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Curtis J. Crawford --- For
			2.6a
	1.2	Elect Director Daryl Ostrander --- For
			2.6a
	1.3	Elect Director Robert H. Smith --- For
			2.6a
	2	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	3	Ratify Auditors			For	For		Mgmt
			3.1a
04/30/09 - A	Pentair, Inc. *PNR*			709631105			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Charles A. Haggerty --- For
			2.6a
	1.2	Elect Director Randall J. Hogan --- For
			2.6a
	1.3	Elect Director David A. Jones --- For
			2.6a
	2	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
04/29/09 - A	PMC-Sierra, Inc. *PMCS*			69344F106			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert L. Bailey --- For
			2.6a
	1.2	Elect Director Richard E. Belluzzo --- For
			2.6a
	1.3	Elect Director James V. Diller, Sr. --- For
			2.6a
	1.4	Elect Director Michael R. Farese --- For
			2.6a
	1.5	Elect Director Jonathan J. Judge --- For
			2.6a
	1.6	Elect Director William H. Kurtz --- For
			2.6a
	1.7	Elect Director Gregory S. Lang --- For
			2.6a
	1.8	Elect Director Frank J. Marshall --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Performance-Based Equity Awards			Against	Against		ShrHoldr
			4.1
09/05/08 - S	Power-One, Inc. *PWER*			739308104			08/01/08
	1	Amend Conversion of Securities			For	Against		Mgmt
			99 Per ZHS
	2	Other Business			For	Against		Mgmt
			7.7a
05/19/09 - A	Power-One, Inc. *PWER*			739308104			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Kendall R. Bishop --- For
			Item 2.6a
	1.2	Elect Director Jon W. Gacek --- For
			Item 2.6a
	1.3	Elect Director Steven J. Goldman --- For
			Item 2.6a
	1.4	Elect Director Jon E.M. Jacoby --- For
			Item 2.6a
	1.5	Elect Director Mark Melliar-Smith --- For
			Item 2.6a
	1.6	Elect Director Richard J. Thompson --- For
			Item 2.6a
	1.7	Elect Director Jay Walters --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
03/03/09 - A	QUALCOMM Inc *QCOM*			747525103			01/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Barbara T. Alexander --- For
			Item 2.6a
	1.2	Elect Director Stephen M. Bennett --- For
			Item 2.6a
	1.3	Elect Director Donald G. Cruickshank --- For
			Item 2.6a
	1.4	Elect Director Raymond V. Dittamore --- For
			Item 2.6a
	1.5	Elect Director Thomas W. Horton --- For
			Item 2.6a
	1.6	Elect Director Irwin Mark Jacobs --- For
			Item 2.6a
	1.7	Elect Director Paul E. Jacobs --- For
			Item 2.6a
	1.8	Elect Director Robert E. Kahn --- For
			Item 2.6a
	1.9	Elect Director Sherry Lansing --- For
			Item 2.6a
	1.10	Elect Director Duane A. Nelles --- For
			Item 2.6a
	1.11	Elect Director Marc I. Stern --- For
			Item 2.6a
	1.12	Elect Director Brent Scowcroft --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
07/15/08 - A	Research In Motion Ltd *RIM*			760975102			05/27/08
	1	Elect James Balsillie, Mike Lazaridis, James Estill, David Kerr, Roger Martin, John Richardson, Barbara Stymiest and John Wetmore as Directors			For	For		Mgmt
			Item 2.6a
	2	Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration			For	For		Mgmt
			Item 3.1a
03/13/09 - A	Samsung Electronics Co. Ltd.			Y74718100			12/31/08
	1	Approve Appropriation of Income and Year-End Dividend of KRW 5,000 per Common Share			For	For		Mgmt
			3.18
	2.1	Elect Three Outside Directors (Bundled)			For	For		Mgmt
			2.6a
	2.2	Elect Four Inside Directors (Bundled)			For	For		Mgmt
			2.6a
	2.3	Elect Two Members of Audit Committee (Bundled)			For	For		Mgmt
			2.6a
	3	Approve Total Remuneration of Inside Directors and Outside Directors			For	Against		Mgmt
			2.8b
05/19/09 - A	Savvis Inc *SVVS*			805423308			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John D. Clark --- For
			2.6a
	1.2	Elect Director Clyde A. Heintzelman --- For
			2.6a
	1.3	Elect Director Philip J. Koen --- For
			2.6a
	1.4	Elect Director Thomas E. McInerney --- For
			2.6a
	1.5	Elect Director James E. Ousley --- For
			2.6a
	1.6	Elect Director James P. Pellow --- For
			2.6a
	1.7	Elect Director David C. Peterschmidt --- For
			2.6a
	1.8	Elect Director Mercedes A. Walton --- For
			2.6a
	1.9	Elect Director Patrick J. Welsh --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	3	Approve Repricing of Options			For	For		Mgmt
			4.1 Per Zack Shafran
	4	Ratify Auditors			For	For		Mgmt
			3.1a
04/29/09 - A	Sociedad Quimica y Minera de Chile S.A. (SQM)			833635105			04/09/09
		Meeting for ADR Holders
	1	Accept Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2008			For	For		Mgmt
			3.24
	2	Elect External Auditors and Supervisory Board for Fiscal Year 2009			For	For		Mgmt
			3.1a
	3	Approve Special Auditors' Report Regarding Related-Party Transactions			For	For		Mgmt
			3.5
	4	Approve Investment and Financing Policy			For	For		Mgmt
			99 per Zack Shafran
	5	Approve Allocation of Income and Dividends and Dividend Policy			For	For		Mgmt
			3.18
	6	Approve Board Expenses for Fiscal Year 2008			For	For		Mgmt
			2.8a
	7	Approve Remuneration of Directors			For	For		Mgmt
			2.8a
	8	Approve Issues Related to Director and Audit Committees			For	Against		Mgmt
			1.3b not enough information
	9	Other Business			For	Against		Mgmt
			7.7a
10/23/08 - S	TELVENT GIT SA *TLVT*			E90215109			09/26/08
		This is a global agenda received via the Broadridge North American Ballot distribution system.
	1	APPROVAL OF CAPITAL INCREASE, WAIVING PREEMPTIVE RIGHTS, BY ISSUANCE OF 4,847,059 NEW ORDINARY SHARES OF SAME CLASS AS EXISTING SHARES, AT A NOMINAL VALUE OF EUROS 3.00505			For	For		Mgmt
			Item 3.9b
	2	GRANT OF POWER TO THE BOARD OF DIRECTORS TO CORRECT, FORMALIZE, EXECUTE AND/OR LEGALIZE ALL DOCUMENTS MEMORIALIZING THE AGREEMENTS OF THE SHAREHOLDERS AT THIS MEETING.			For	For		Mgmt
			Item 2.14b
	3	APPROVAL, AS THE CASE MAY BE, OF THE MINUTES OF THIS MEETING AS MAY BE REQUIRED BY LAW.			For	For		Mgmt
			Item 2.14a
	4	OTHER BUSINESS			For	Against		Mgmt
			Item 7.7a
03/26/09 - A	TELVENT GIT SA *TLVT*			E90215109			None
	1	Accept Individual and Consolidated Financial Statements and Statutory Reports for Fiscal Year 2008			For	For		Mgmt
			3.24
	2	Approve Allocation of Income for Fiscal Year 2008			For	For		Mgmt
			3.18
	3	Approve Discharge of Directors			For	For		Mgmt
			3.25
	4	Approve Remuneration of Directors for Fiscal Year 2008			For	For		Mgmt
			2.8a
	5	Appoint External Auditors			For	For		Mgmt
			3.1a
	6	Authorize Board to Ratify and Execute Approved Resolutions			For	For		Mgmt
			2.14b
	7	Approve Minutes of Meeting			For	For		Mgmt
			2.14a
06/03/09 - A	TRANS1 INC *TSON*			89385X105			04/24/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Michael Carusi --- For
			2.6a
	1.2	Elect Director Jonathan Osgood --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
06/09/09 - A	Ultralife Corp. *ULBI*			903899102			04/15/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Carole Lewis Anderson --- For
			Item 2.6a
	1.2	Elect Director Patricia C. Barron --- For
			Item 2.6a
	1.3	Elect Director Anthony J. Cavanna --- For
			Item 2.6a
	1.4	Elect Director Paula H. J. Cholmondeley --- For
			Item 2.6a
	1.5	Elect Director Daniel W. Christman --- For
			Item 2.6a
	1.6	Elect Director John D. Kavazanjian --- For
			Item 2.6a
	1.7	Elect Director Ranjit C. Singh --- For
			Item 2.6a
	1.8	Elect Director Bradford T. Whitmore --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
08/01/08 - PC	Yahoo!, Inc. *YHOO*			984332106			06/03/08
		Management Proxy (White Card)
	1.1	Elect Director Roy J. Bostock			For	For		Mgmt
			2.6a
	1.2	Elect Director Ronald W. Burkle			For	For		Mgmt
			2.6a
	1.3	Elect Director Eric Hippeau			For	For		Mgmt
			2.6a
	1.4	Elect Director Vyomesh Joshi			For	For		Mgmt
			2.6a
	1.5	Elect Director Arthur H. Kern			For	For		Mgmt
			2.6a
	1.6	Elect Director Robert A. Kotick			For	For		Mgmt
			2.6a
	1.7	Elect Director Mary Agnes Wilderotter			For	For		Mgmt
			2.6a
	1.8	Elect Director Gary L. Wilson			For	For		Mgmt
			2.6a
	1.9	Elect Director Jerry Yang			For	For		Mgmt
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Pay For Superior Performance			Against	Against		ShrHoldr
			5.1c
	4	Adopt Policies to Protect Freedom of Access to the Internet			Against	Against		ShrHoldr
			5.4
	5	Amend Bylaws to Establish a Board Committee on Human Rights			Against	Against		ShrHoldr
			6.1
		Dissident Proxy (Gold Proxy)
	1.1	Elect Director Lucian A. Bebchuk			For	None		ShrHoldr
	1.2	Elect Director Frank J. Biondi, Jr.			For	None		ShrHoldr
	1.3	Elect Director John H. Chapple			For	None		ShrHoldr
	1.4	Elect Director Mark Cuban			For	None		ShrHoldr
	1.5	Elect Director Adam Dell			For	None		ShrHoldr
	1.6	Elect Director Carl C. Icahn			For	None		ShrHoldr
	1.7	Elect Director Keith A, Meister			For	None		ShrHoldr
	1.8	Elect Director Edward H. Meyer			For	None		ShrHoldr
	1.9	Elect Director Brian S. Posner			For	None		ShrHoldr
	2	Ratify Auditors			For	None		Mgmt
	3	Pay For Superior Performance			For	None		ShrHoldr
	4	Adopt Policies to Protect Freedom of Access to the Internet			Against	None		ShrHoldr
	5	Amend Bylaws to Establish a Board Committee on Human Rights			Against	None		ShrHoldr

IVY SMALL CAP GROWTH FUND

Proxy Voting Record

Vote Summary Report
Jul 01, 2008 - Jun 30, 2009
2 Ivy Small Cap Growth
Mtg	Company/				Mgmt	Vote	Record
Date/Type	Ballot Issues			Security	Rec	Cast	Date	Prpnent
06/10/09 - A	Abercrombie & Fitch Co. *ANF*			002896207			04/15/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director James B. Bachmann --- For
			2.6a
	1.2	Elect Director Michael S. Jeffries --- For
			2.6a
	1.3	Elect Director John W. Kessler --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Adopt Majority Voting for Uncontested Election of Directors			For	For		Mgmt
			7.6a
	4	Death Benefits/Golden Coffins			Against	Against		ShrHoldr
			99 Per Matt Norris
08/13/08 - A	Abiomed, Inc. *ABMD*			003654100			06/25/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Ronald W. Dollens --- For
			2.6a
	1.2	Elect Director Desmond H. O'Connell Jr --- For
			2.6a
	1.3	Elect Director Dorothy E. Puhy --- For
			2.6a
	2	Approve Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
06/10/09 - A	ACI Worldwide Inc *ACIW*			004498101			04/13/09
	1	Elect Directors			For	Split		Mgmt
	1.1	Elect Director Alfred R. Berkeley, III --- Withhold
			2.6b meeting attendance < 75%
	1.2	Elect Director John D. Curtis --- For
			2.6a
	1.3	Elect Director Philip G. Heasley --- For
			2.6a
	1.4	Elect Director James C. McGroddy --- For
			2.6a
	1.5	Elect Director Harlan F. Seymour --- For
			2.6a
	1.6	Elect Director John M. Shay, Jr. --- For
			2.6a
	1.7	Elect Director John E. Stokely --- For
			2.6a
	1.8	Elect Director Jan H. Suwinski --- For
			2.6a
01/22/09 - A	Alberto-Culver Co. *ACV*			013078100			12/01/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Carol L. Bernick --- For
			Item 2.6a
	1.2	Elect Director George L. Fotiades --- For
			Item 2.6a
	1.3	Elect Director King Harris --- For
			Item 2.6a
	1.4	Elect Director V. James Marino --- For
			Item 2.6a
06/17/09 - A	Bankrate, Inc. *RATE*			06646V108			04/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert P. O'Block --- For
			Item 2.6a
	1.2	Elect Director Randall E. Poliner --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
06/04/09 - A	Blackboard Inc *BBBB*			091935502			04/16/09
	1	Elect Directors			For	For		Mgmt
	2	Amend Omnibus Stock Plan			For	Against		Mgmt
	3	Ratify Auditors			For	For		Mgmt
	4	Other Business			For	Against		Mgmt
04/28/09 - A	Cabot Oil & Gas Corp. *COG*			127097103			03/10/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Rhys J. Best --- For
			2.6a
	1.2	Elect Director Robert Kelley --- For
			2.6a
	1.3	Elect Director P. Dexter Peacock --- For
			2.6a
	2	Increase Authorized Common Stock			For	For		Mgmt
			3.6
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	4	Ratify Auditors			For	For		Mgmt
			3.1a
05/12/09 - A	Capella Education Company *CPLA*			139594105			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director J. Kevin Gilligan --- For
			Item 2.6a
	1.2	Elect Director Mark N. Greene --- For
			Item 2.6a
	1.3	Elect Director Jody G. Miller --- For
			Item 2.6a
	1.4	Elect Director James A. Mitchell --- For
			Item 2.6a
	1.5	Elect Director Stephen G. Shank --- For
			Item 2.6a
	1.6	Elect Director Andrew M. Slavitt --- For
			Item 2.6a
	1.7	Elect Director David W. Smith --- For
			Item 2.6a
	1.8	Elect Director Jeffrey W. Taylor --- For
			Item 2.6a
	1.9	Elect Director Sandra E. Taylor --- For
			Item 2.6a
	1.10	Elect Director Darrell R. Tukua --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/22/09 - A	Cerner Corporation *CERN*			156782104			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Clifford W Illig --- For
			Item 2.6a
	1.2	Elect Director William B Neaves, Ph.D. --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/13/09 - A	CyberSource Corporation *CYBS*			23251J106			03/17/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert E. Donahue --- For
			2.6a
	1.2	Elect Director John J. McDonnell, Jr. --- For
			2.6a
	1.3	Elect Director William S. McKiernan --- For
			2.6a
	1.4	Elect Director Steven P. Novak --- For
			2.6a
	1.5	Elect Director Richard Scudellari --- For
			2.6a
	1.6	Elect Director Kenneth R. Thornton --- For
			2.6a
	1.7	Elect Director Carl F. Pascarella --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	4	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
05/14/09 - A	Dril-Quip, Inc. *DRQ*			262037104			03/24/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Larry E. Reimert --- For
			2.6a
	1.2	Elect Director Gary D. Smith --- For
			2.6a
	1.3	Elect Director L.H. Dick Robertson --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
05/14/09 - A	DTS INC *DTSI*			23335C101			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jon E.Kirchner --- For
			Item 2.6a
	1.2	Elect Director V. Sue Molina --- For
			Item 2.6a
	1.3	Elect Director Ronald N.Stone --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
12/16/08 - A	Factset Research Systems, Inc. *FDS*			303075105			10/20/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Michael F. Dichristina --- For
			2.6a
	1.2	Elect Director Walter F. Siebecker --- For
			2.6a
	1.3	Elect Director Joseph R. Zimmel --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Non-Employee Director Stock Option Plan			For	For		Mgmt
			4.1
	4	Approve Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	5	Amend Bylaws to Require Advance Notice of Shareholder Director Nomination			For	For		Mgmt
			3.23c
12/09/08 - A	Financial Federal Corp. *FIF*			317492106			10/15/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Lawrence B. Fisher --- For
			Item 2.6a
	1.2	Elect Director Michael C. Palitz --- For
			Item 2.6a
	1.3	Elect Director Paul R. Sinsheimer --- For
			Item 2.6a
	1.4	Elect Director Leopold Swergold --- For
			Item 2.6a
	1.5	Elect Director H.E. Timanus, Jr. --- For
			Item 2.6a
	1.6	Elect Director Michael J. Zimmerman --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
01/29/09 - A	Healthways, Inc. *HWAY*			422245100			12/04/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jay C. Bisgard --- For
			Item 2.6a
	1.2	Elect Director Mary Jane England --- For
			Item 2.6a
	1.3	Elect Director John A. Wickens --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
03/04/09 - A	Hologic, Inc. *HOLX*			436440101			01/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John W. Cumming --- For
			2.6a
	1.2	Elect Director Robert A. Cascella --- For
			2.6a
	1.3	Elect Director David R. LaVance Jr. --- For
			2.6a
	1.4	Elect Director Nancy L. Leaming --- For
			2.6a
	1.5	Elect Director Lawrence M. Levy --- For
			2.6a
	1.6	Elect Director Glenn P. Muir --- For
			2.6a
	1.7	Elect Director Elaine S. Ullian --- For
			2.6a
	1.8	Elect Director Sally W. Crawford --- For
			2.6a
	1.9	Elect Director Wayne Wilson --- For
			2.6a
	2	Approve Repricing of Options			For	For		Mgmt
			4.3b
	3	Adjourn Meeting			For	For		Mgmt
			7.4
11/21/08 - A	K12 INC *LRN*			48273U102			10/10/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Guillermo Bron --- For
			Item 2.6a
	1.2	Elect Director Steven B. Fink --- For
			Item 2.6a
	1.3	Elect Director Mary H. Futrell --- For
			Item 2.6a
	1.4	Elect Director Ronald J. Packard --- For
			Item 2.6a
	1.5	Elect Director Jane M. Swift --- For
			Item 2.6a
	1.6	Elect Director Andrew H. Tisch --- For
			Item 2.6a
	1.7	Elect Director Thomas J. Wilford --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/05/09 - A	Ladish Co., Inc. *LDSH*			505754200			03/31/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Lawrence W. Bianchi --- For
			Item 2.6a
	1.2	Elect Director James C. Hill --- For
			Item 2.6a
	1.3	Elect Director Leon A. Kranz --- For
			Item 2.6a
	1.4	Elect Director J. Robert Peart --- For
			Item 2.6a
	1.5	Elect Director John W. Splude --- For
			Item 2.6a
	1.6	Elect Director Kerry L. Woody --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/11/09 - A	LKQ Corp. *LKQX*			501889208			03/13/09
	1	Elect Director A. Clinton Allen			For	For		Mgmt
			Item 2.6a
	2	Elect Director Robert M. Devlin			For	For		Mgmt
			Item 2.6a
	3	Elect Director Donald F. Flynn			For	For		Mgmt
			Item 2.6a
	4	Elect Director Kevin F. Flynn			For	For		Mgmt
			Item 2.6a
	5	Elect Director Ronald G. Foster			For	For		Mgmt
			Item 2.6a
	6	Elect Director Joseph M. Holsten			For	For		Mgmt
			Item 2.6a
	7	Elect Director Paul M. Meister			For	For		Mgmt
			Item 2.6a
	8	Elect Director John F. O'Brien			For	For		Mgmt
			Item 2.6a
	9	Elect Director William M. Webster, IV			For	For		Mgmt
			Item 2.6a
	10	Ratify Auditors			For	For		Mgmt
			Item 3.1a
11/21/08 - A	Micros Systems, Inc. *MCRS*			594901100			10/06/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Louis M. Brown, Jr. --- For
			2.6a
	1.2	Elect Director B. Gary Dando --- For
			2.6a
	1.3	Elect Director A.L. Giannopoulos --- For
			2.6a
	1.4	Elect Director F. Suzanne Jenniches --- For
			2.6a
	1.5	Elect Director John G. Puente --- For
			2.6a
	1.6	Elect Director Dwight S. Taylor --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Stock Option Plan			For	Against		Mgmt
			4.1 Total number of shares available for the grant is greater than 10% of outstanding shares
	4	Other Business			For	Against		Mgmt
			7.7a
05/19/09 - A	Nordstrom, Inc. *JWN*			655664100			03/11/09
	1	Elect Director Phyllis J. Campbell			For	For		Mgmt
			2.6a
	2	Elect Director Enrique Hernandez, Jr.			For	For		Mgmt
			2.6a
	3	Elect Director Robert G. Miller			For	For		Mgmt
			2.6a
	4	Elect Director Blake W. Nordstrom			For	For		Mgmt
			2.6a
	5	Elect Director Erik B. Nordstrom			For	For		Mgmt
			2.6a
	6	Elect Director Peter E. Nordstrom			For	For		Mgmt
			2.6a
	7	Elect Director Philip G. Satre			For	For		Mgmt
			2.6a
	8	Elect Director Robert D. Walter			For	For		Mgmt
			2.6a
	9	Elect Director Alison A. Winter			For	For		Mgmt
			2.6a
	10	Ratify Auditors			For	For		Mgmt
			3.1a
	11	Approve Executive Incentive Bonus Plan			For	For		Mgmt
			4.1
05/21/09 - A	NuVasive, Inc. *NUVA*			670704105			03/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Peter C. Farrell, Ph.D. --- For
			Item 2.6a
	1.2	Elect Director Lesley H. Howe --- For
			Item 2.6a
	1.3	Elect Director Eileen M. More --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/05/09 - A	O'Reilly Automotive, Inc. *ORLY*			686091109			02/27/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Charles H. O'Reilly, Jr --- For
			2.6a
	1.2	Elect Director John Murphy --- For
			2.6a
	1.3	Elect Director Ronald Rashkow --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Approve Nonqualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Approve Omnibus Stock Plan			For	For		Mgmt
			1.3a
05/08/09 - A	Oceaneering International, Inc. *OII*			675232102			03/23/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director John R. Huff --- For
			Item 2.6a
	1.2	Elect Director Jerold J. DesRoche --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/13/09 - A	Omniture, Inc. *OMTR*			68212S109			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Dana L. Evan --- For
			Item 2.6a
	1.2	Elect Director Joshua G. James --- For
			Item 2.6a
	1.3	Elect Director Rory T. O'Driscoll --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
04/28/09 - A	P.F. Chang's China Bistro, Inc. *PFCB*			69333Y108			03/02/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director F. Lane Cardwell, Jr. --- For
			Item 2.6a
	1.2	Elect Director Richard L. Federico --- For
			Item 2.6a
	1.3	Elect Director Lesley H. Howe --- For
			Item 2.6a
	1.4	Elect Director Kenneth A. May --- For
			Item 2.6a
	1.5	Elect Director M. Ann Rhoades --- For
			Item 2.6a
	1.6	Elect Director James G. Shennan, Jr. --- For
			Item 2.6a
	1.7	Elect Director Robert T. Vivian --- For
			Item 2.6a
	1.8	Elect Director R. Michael Welborn --- For
			Item 2.6a
	1.9	Elect Director Kenneth J. Wessels --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
	3	Adjourn Meeting			For	For		Mgmt
			Item 7.4
05/08/09 - A	Phase Forward Inc *PFWD*			71721R406			03/13/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert K. Weiler --- For
			2.6a
	1.2	Elect Director Paul A. Bleicher --- For
			2.6a
	1.3	Elect Director Axel Bichara --- For
			2.6a
	1.4	Elect Director Richard A. D'Amore --- For
			2.6a
	1.5	Elect Director Gary E. Haroian --- For
			2.6a
	1.6	Elect Director Paul G. Joubert --- For
			2.6a
	1.7	Elect Director Kenneth I. Kaitin --- For
			2.6a
	1.8	Elect Director Dennis R. Shaughnessy --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
06/01/09 - A	Portfolio Recovery Associates, Inc. *PRAA*			73640Q105			04/03/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Steve Fredrickson --- For
			Item 2.6a
	1.2	Elect Director Penelope Kyle --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
08/21/08 - A	PSS World Medical, Inc. *PSSI*			69366A100			06/23/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Charles E. Adair --- For
			Item 2.6a
	1.2	Elect Director Alvin R. Carpenter --- For
			Item 2.6a
	1.3	Elect Director Stephen H. Rogers --- For
			Item 2.6a
01/27/09 - A	Ralcorp Holdings, Inc. *RAH*			751028101			11/21/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director David R. Banks --- For
			Item 2.6a
	1.2	Elect Director Jack W. Goodall --- For
			Item 2.6a
	1.3	Elect Director Joe R. Micheletto --- For
			Item 2.6a
	1.4	Elect Director David P. Skarie --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
10/17/08 - A	Resources Connection, Inc. *RECN*			76122Q105			08/22/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Jolene Sykes-Sarkis --- For
			2.6a
	1.2	Elect Director Anne Shih --- For
			2.6a
	1.3	Elect Director Robert Kistinger --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Ratify Auditors			For	For		Mgmt
			3.1a
06/17/09 - A	Scientific Games Corporation *SGMS*			80874P109			04/22/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director A. Lorne Weil --- For
			2.6a
	1.2	Elect Director Peter A. Cohen --- For
			2.6a
	1.3	Elect Director Gerald J. Ford --- For
			2.6a
	1.4	Elect DirectorJ. Robert Kerrey --- For
			2.6a
	1.5	Elect Director Ronald O. Perelman --- For
			2.6a
	1.6	Elect Director Michael J. Regan --- For
			2.6a
	1.7	Elect Director Barry F. Schwartz --- For
			2.6a
	1.8	Elect Director Eric M. Turner --- For
			2.6a
	1.9	Elect Director Joseph R. Wright --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
05/20/09 - A	Smart Balance Inc *SMBL*			83169Y108			04/01/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert J. Gillespie --- For
			Item 2.6a
	1.2	Elect Director Robert F. McCarthy --- For
			Item 2.6a
	1.3	Elect Director Michael R. O'Brien --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
12/15/08 - A	Sonic Solutions *SNIC*			835460106			11/20/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert J. Doris --- For
			Item 2.6a
	1.2	Elect Director Robert M. Greber --- For
			Item 2.6a
	1.3	Elect DirectorPeter J. Marguglio --- For
			Item 2.6a
	1.4	Elect Director Mary C. Sauer --- For
			Item 2.6a
	1.5	Elect Director R. Warren Langley --- For
			Item 2.6a
04/15/09 - A	Sonoco Products Co. *SON*			835495102			02/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director P.L. Davies --- For
			Item 2.6a
	1.2	Elect Director H.E. DeLoach --- For
			Item 2.6a
	1.3	Elect Director E.H. Lawton --- For
			Item 2.6a
	1.4	Elect Director J.E. Linville --- For
			Item 2.6a
	1.5	Elect Director J.M. Micali --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/07/09 - A	Stratasys, Inc. *SSYS*			862685104			03/17/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director S. Scott Crump --- For
			Item 2.6a
	1.2	Elect Director Ralph E. Crump --- For
			Item 2.6a
	1.3	Elect Director Edward J. Fierko --- For
			Item 2.6a
	1.4	Elect Director John J. McEleney --- For
			Item 2.6a
	1.5	Elect Director Clifford H. Schwieter --- For
			Item 2.6a
	1.6	Elect Director Gregory L. Wilson --- For
			Item 2.6a
04/28/09 - A	Strayer Education, Inc. *STRA*			863236105			03/05/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Robert S. Silberman --- For
			2.6a
	1.2	Elect Director Dr. Charlotte F. Beason --- For
			2.6a
	1.3	Elect Director William E. Brock --- For
			2.6a
	1.4	Elect Director David A. Coulter --- For
			2.6a
	1.5	Elect Director Robert R. Grusky --- For
			2.6a
	1.6	Elect Director Robert L. Johnson --- For
			2.6a
	1.7	Elect Director Todd A. Milano --- For
			2.6a
	1.8	Elect Director G. Thomas Waite, III --- For
			2.6a
	1.9	Elect Director J. David Wargo --- For
			2.6a
	2	Ratify Auditors			For	For		Mgmt
			3.1a
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.1
09/08/08 - A	The Advisory Board Co. *ABCO*			00762W107			07/18/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Marc N. Casper --- For
			Item 2.6a
	1.2	Elect Director Peter J. Grua --- For
			Item 2.6a
	1.3	Elect Director Kelt Kindick --- For
			Item 2.6a
	1.4	Elect Director Robert W. Musslewhite --- For
			Item 2.6a
	1.5	Elect Director Mark R. Neaman --- For
			Item 2.6a
	1.6	Elect Director Leon D. Shapiro --- For
			Item 2.6a
	1.7	Elect Director Frank J. Williams --- For
			Item 2.6a
	1.8	Elect Director Leanne M. Zumwalt --- For
			Item 2.6a
	2	Ratify Auditors			For	For		Mgmt
			Item 3.1a
05/12/09 - A	The Ultimate Software Group, Inc. *ULTI*			90385D107			03/16/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Marc D. Scherr --- For
			2.6a
	1.2	Elect Director James A. FitzPatrick, Jr. --- For
			2.6a
	1.3	Elect Director Rick A. Wilber --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			1.3a
	3	Ratify Auditors			For	For		Mgmt
			3.1a
07/31/08 - A	THQ Inc. *THQI*			872443403			06/02/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Brian J. Farrell --- For
			2.6a
	1.2	Elect Director Lawrence Burstein --- For
			2.6a
	1.3	Elect Director Henry T. DeNero --- For
			2.6a
	1.4	Elect Director Brian P. Dougherty --- For
			2.6a
	1.5	Elect Director Jeffrey W. Griffiths --- For
			2.6a
	1.6	Elect Director Gary E. Rieschel --- For
			2.6a
	1.7	Elect Director James L. Whims --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1 Gil Scott "based on 2-3 year needs".
	3	Amend Qualified Employee Stock Purchase Plan			For	For		Mgmt
			4.3b
	4	Ratify Auditors			For	For		Mgmt
			3.1a
05/05/09 - A	Under Armour, Inc. *UA*			904311107			02/20/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Kevin A. Plank --- For
			2.6a
	1.2	Elect Director Byron K. Adams, Jr. --- For
			2.6a
	1.3	Elect Director Douglas E. Coltharp --- For
			2.6a
	1.4	Elect Director Anthony W. Deering --- For
			2.6a
	1.5	Elect Director A.B. Krongard --- For
			2.6a
	1.6	Elect Director William R. McDermott --- For
			2.6a
	1.7	Elect Director Harvey L. Sanders --- For
			2.6a
	1.8	Elect Director Thomas J. Sippel --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	Against		Mgmt
			4.1 total # of shares available to grant is greater than 10% of outstanding shares.
	3	Ratify Auditors			For	For		Mgmt
			3.1a
02/05/09 - A	Varian Semiconductor Equipment Associates, Inc. *VSEA*			922207105			12/12/08
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Gary E. Dickerson --- For
			2.6a
	1.2	Elect Director Robert W. Dutton --- For
			2.6a
	2	Amend Omnibus Stock Plan			For	For		Mgmt
			4.1
	3	Ratify Auditors			For	For		Mgmt
			3.1a
11/07/08 - A	VISTAPRINT LIMITED *VPRT*			G93762204			09/12/08
		This is a duplicate meeting for ballots received via the Broadridge North American Ballot distribution system.
	1	Elect Directors			For	Split		Mgmt
	1.1	ELECT DIRECTOR ROBERT KEANE --- For
			2.6a
	1.2	ELECT DIRECTOR DANIEL CIPORIN --- Withhold
			2.6b Attendance less than 75%
	2	TO APPROVE THE COMPANY S SECOND AMENDED AND RESTATED BYE-LAWS.			For	For		Mgmt
			3.23b
	3	TO RATIFY AND APPROVE THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2009.			For	For		Mgmt
			3.1a
05/13/09 - A	Westinghouse Air Brake Technologies Corp *WAB*			929740108			03/18/09
	1	Elect Directors			For	For		Mgmt
	1.1	Elect Director Brian P. Hehir --- For
			Item 2.6a
	1.2	Elect Director Michael W. D. Howell --- For
			Item 2.6a
	1.3	Elect Director Nickolas W. Vande Steeg --- For
			Item 2.6a
	1.4	Elect Director Gary C. Valade --- For
			Item 2.6a
05/27/09 - A	Zumiez Inc. *ZUMZ*			989817101			04/03/09
	1	Elect Director Richard M. Brooks			For	For		Mgmt
			2.6a
	2	Elect Director Matthew L. Hyde			For	For		Mgmt
			2.6a
	3	Elect Director James M. Weber			For	For		Mgmt
			2.6a
	4	Approve Repricing of Options			For	For		Mgmt
			99 Per Matt Norris
	5	Ratify Auditors			For	For		Mgmt
			3.1a

IVY TAX-MANAGED EQUITY FUND

Proxy Voting Record

There was no proxy voting for Ivy Tax-Managed Equity Fund, a series of the Registrant, for the period covered by this report, pursuant to Section 30 of the Investment Company Act of 1940, as amended, and Rule 30b1-4 thereunder.

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

IVY FUNDS, INC.
(Registrant)
By:	/s/Kristen A. Richards
	Kristen A. Richards, Vice President and Assistant Secretary
Date: August 26, 2009
By:	/s/Henry J. Herrmann
	Henry J. Herrmann, President and Principal Executive Officer
Date: August 26, 2009