0001193125-12-373201.txt : 20120829 0001193125-12-373201.hdr.sgml : 20120829 20120829095734 ACCESSION NUMBER: 0001193125-12-373201 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120630 FILED AS OF DATE: 20120829 DATE AS OF CHANGE: 20120829 EFFECTIVENESS DATE: 20120829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Virtus Total Return Fund CENTRAL INDEX KEY: 0001310445 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-21680 FILM NUMBER: 121061717 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 800-248-7971 MAIL ADDRESS: STREET 1: 100 PEARL STREET CITY: HARTFORD STATE: CT ZIP: 06103 FORMER COMPANY: FORMER CONFORMED NAME: DCA Total Return Fund DATE OF NAME CHANGE: 20090421 FORMER COMPANY: FORMER CONFORMED NAME: Dividend Capital Realty Income Allocation Fund DATE OF NAME CHANGE: 20041202 N-PX 1 d404001dnpx.txt VIRTUS TOTAL RETURN FUND 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: 811-21680 VIRTUS TOTAL RETURN FUND (exact name of registrant as specified in charter) 101 Munson Street, Greenfield, MA 01301 (Address of principal executive offices) Kevin J. Carr, Esq., Virtus Investment Partners, Inc. 100 Pearl Street, Hartford, CT 06103 (Name and Address of agent for service) Registrant's telephone number, including area code: 800-243-1574 Date of Fiscal Year End: 12/31 Date of Reporting Period: 07/01/2011 - 06/30/2012 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-21680 Reporting Period: 07/01/2011 - 06/30/2012 Virtus Total Return Fund (FKA DCA Total Return Fund) =========================== Virtus Total Return Fund =========================== ABERTIS INFRAESTRUCTURAS S.A Ticker: ABE Security ID: E0003D111 Meeting Date: MAR 27, 2012 Meeting Type: Annual Record Date: MAR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For For Management Allocation of Income and Distribution of Dividend of EUR 1.33 Per Share, and Discharge Directors 2 Authorize Increase in Capital Charged For For Management to Reserves for 1:20 Bonus Issue 3 Approve Company's Corporate Web Site For For Management 4 Amend Articles For For Management 5 Amend General Meeting Regulations For For Management 6 Receive Amendments to Board of None None Management Directors' Regulations 7 Approve Stock-for-Salary/Bonus Plan For For Management 8 Appoint Deloitte as Auditors For For Management 9 Advisory Vote on Remuneration Report For Against Management 10 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- ACCENTURE PLC Ticker: CSA Security ID: G1151C101 Meeting Date: FEB 09, 2012 Meeting Type: Annual Record Date: DEC 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Reelect Dina Dublon as a Director For For Management 3 Reelect William D. Green as a Director For For Management 4 Reelect Nobuyuki Idei as a Director For For Management 5 Reelect Marjorie Magner as a Director For For Management 6 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 7 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 8 Declassify the Board of Directors For For Management 9 Authorize the Holding of the 2013 AGM For For Management at a Location Outside Ireland 10 Authorize Open-Market Purchases of For For Management Class A Ordinary Shares 11 Determine the Price Range at which For For Management Accenture Plc can Re-issue Shares that it Acquires as Treasury Stock -------------------------------------------------------------------------------- ALLETE, INC. Ticker: ALE Security ID: 018522300 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Kathleen A. Brekken For For Management 2 Elect Director Kathryn W. Dindo For For Management 3 Elect Director Heidi J. Eddins For For Management 4 Elect Director Sidney W. Emery, Jr. For For Management 5 Elect Director James S. Haines, Jr. For For Management 6 Elect Director Alan R. Hodnik For For Management 7 Elect Director James J. Hoolihan For For Management 8 Elect Director Madeleine W. Ludlow For For Management 9 Elect Director Douglas C. Neve For For Management 10 Elect Director Leonard C. Rodman For For Management 11 Elect Director Bruce W. Stender For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Amend Qualified Employee Stock For For Management Purchase Plan 14 Ratify Auditors For For Management -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 03027X100 Meeting Date: JUN 19, 2012 Meeting Type: Annual Record Date: APR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Raymond P. Dolan For For Management 2 Elect Director Ronald M. Dykes For For Management 3 Elect Director Carolyn F. Katz For For Management 4 Elect Director Gustavo Lara Cantu For For Management 5 Elect Director Joann A. Reed For For Management 6 Elect Director Pamela D.A. Reeve For For Management 7 Elect Director David E. Sharbutt For For Management 8 Elect Director James D. Taiclet, Jr. For For Management 9 Elect Director Samme L. Thompson For For Management 10 Ratify Auditors For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Stock Retention/Holding Period Against Against Shareholder -------------------------------------------------------------------------------- AT&T INC. Ticker: T Security ID: 00206R102 Meeting Date: APR 27, 2012 Meeting Type: Annual Record Date: FEB 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Randall L. Stephenson For For Management 2 Elect Director Gilbert F. Amelio For For Management 3 Elect Director Reuben V. Anderson For For Management 4 Elect DirectorJames H. Blanchard For For Management 5 Elect DirectorJaime Chico Pardo For For Management 6 Elect Director James P. Kelly For For Management 7 Elect Director Jon C. Madonna For For Management 8 Elect Director John B. McCoy For For Management 9 Elect Director Joyce M. Roche For For Management 10 Elect Director Matthew K. Rose For For Management 11 Elect Director Laura D'Andrea Tyson For For Management 12 Ratification Of Appointment Of For For Management Independent Auditors. 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Provide Right to Act by Written Consent For For Management 15 Report on Political Contributions Against Against Shareholder 16 Commit to Wireless Network Neutrality Against Against Shareholder 17 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- ATLANTIA SPA Ticker: ATL Security ID: T05404107 Meeting Date: APR 23, 2012 Meeting Type: Annual/Special Record Date: APR 12, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, For For Management Statutory Reports, and Allocation of Income 2 Authorize Share Repurchase Program and For For Management Reissuance of Repurchased Shares 3 Approve Auditors and Authorize Board For For Management to Fix Their Remuneration 4 Elect Director For Against Management 5.1 Slate 1 Submitted by Schemaventotto SpA None Did Not Vote Shareholder 5.2 Slate 2 Submitted by Fondazione CRT None Did Not Vote Shareholder 5.3 Slate 3 Submitted by Institutional None For Shareholder Investors 6 Approve Remuneration Report For Against Management 1 Authorize Capitalization of Reserves For For Management for a Bonus Issue -------------------------------------------------------------------------------- AVEVA GROUP PLC, CAMBRIDGE Ticker: Security ID: G06812112 Meeting Date: JUL 07, 2011 Meeting Type: Annual General Meeting Record Date: JUL 05, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 To receive the reports of the For For Management Directors, accounts of the Company and the auditor's reports for the year ended 31 March 2011 2 To approve the Directors' remuneration For For Management report for the year ended 31 March 2011 3 To declare a final dividend of 14.89 For For Management pence per share in respect of the year ended 31 March 2011 4 To elect James Kidd as a Director of For For Management the Company 5 To re-elect Richard Longdon as a For For Management Director of the Company 6 To re-elect Nicholas Prest as a For For Management Director of the Company 7 To re-elect Jonathan Brooks as a For For Management Director of the Company 8 To re-elect Philip Dayer as a Director For For Management of the Company 9 To re-elect Herve Couturier as a Unknown Abstain Management Director of the Company 10 To re-appoint Ernst & Young LLP as the For For Management auditor of the Company 11 To authorise the Directors to fix the For For Management remuneration of the auditor 12 To authorise the Company to make For For Management market purchases pursuant to Section 701 of the Companies Act 2006 13 To authorise the Directors to allot For For Management securities pursuant to Section 551 of the Companies Act 2006 14 To empower the Directors to allot For For Management equity securities pursuant to Section 570 and 573 of the Companies Act 2006 15 To allow 14 days' notice of general For For Management meetings 16 To increase maximum Directors' fees For For Management -------------------------------------------------------------------------------- BCE INC. Ticker: BCE Security ID: 05534B760 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director B.K. Allen For For Management 1.2 Elect Director A. Berard For For Management 1.3 Elect Director R.A. Brenneman For For Management 1.4 Elect Director S. Brochu For For Management 1.5 Elect Director R.E. Brown For For Management 1.6 Elect Director G.A. Cope For For Management 1.7 Elect Director A.S. Fell For For Management 1.8 Elect Director E.C. Lumley For For Management 1.9 Elect Director T.C. O'Neill For For Management 1.10 Elect Director J. Prentice For For Management 1.11 Elect Director R.C. Simmonds For For Management 1.12 Elect Director C. Taylor For For Management 1.13 Elect Director P.R. Weiss For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote on Executive For For Management Compensation Approach 4.1 SP 1: Performance-Based Equity Awards Against Against Shareholder 4.2 SP 2: Increase Disclosure of Executive Against Against Shareholder Compensation 4.3 SP 3: Disclose Information on Against Against Shareholder Compensation Consultant 4.4 SP 4: Establish a Separate Risk Against Against Shareholder Management Committee -------------------------------------------------------------------------------- CENTERPOINT ENERGY, INC. Ticker: CNP Security ID: 15189T107 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: FEB 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Donald R. Campbell For For Management 2 Elect Director Milton Carroll For For Management 3 Elect Director O. Holcombe Crosswell For For Management 4 Elect Director Michael P. Johnson For For Management 5 Elect Director Janiece M. Longoria For For Management 6 Elect Director David M. McClanahan For For Management 7 Elect Director Susan O. Rheney For For Management 8 Elect Director R. A. Walker For For Management 9 Elect Director Peter S. Wareing For For Management 10 Elect Director Sherman M. Wolff For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CENTRICA PLC Ticker: CNA Security ID: G2018Z143 Meeting Date: MAY 11, 2012 Meeting Type: Annual Record Date: MAY 09, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Final Dividend For For Management 4 Re-elect Sir Roger Carr as Director For For Management 5 Re-elect Sam Laidlaw as Director For For Management 6 Re-elect Phil Bentley as Director For For Management 7 Re-elect Margherita Della Valle as For For Management Director 8 Re-elect Mary Francis as Director For For Management 9 Re-elect Mark Hanafin as Director For For Management 10 Elect Lesley Knox as Director For For Management 11 Re-elect Nick Luff as Director For For Management 12 Re-elect Andrew Mackenzie as Director For For Management 13 Re-elect Ian Meakins as Director For For Management 14 Re-elect Paul Rayner as Director For For Management 15 Re-elect Chris Weston as Director For For Management 16 Reappoint PricewaterhouseCoopers LLP For For Management as Auditors 17 Authorise Board to Fix Remuneration of For For Management Auditors 18 Authorise EU Political Donations and For For Management Expenditure 19 Authorise Issue of Equity with For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Market Purchase For For Management 22 Approve Share Incentive Plan For For Management 23 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- CMS ENERGY CORPORATION Ticker: CMS Security ID: 125896100 Meeting Date: MAY 18, 2012 Meeting Type: Annual Record Date: MAR 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Merribel S. Ayres For For Management 2 Elect Director Jon E. Barfield For For Management 3 Elect Director Stephen E. Ewing For For Management 4 Elect Director Richard M. Gabrys For For Management 5 Elect Director David W. Joos For For Management 6 Elect Director Philip R. Lochner, Jr. For For Management 7 Elect Director Michael T. Monahan For For Management 8 Elect Director John G. Russell For For Management 9 Elect Director Kenneth L. Way For For Management 10 Elect Director John B. Yasinsky For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- COLOPLAST A/S Ticker: Security ID: K16018184 Meeting Date: DEC 07, 2011 Meeting Type: Annual General Meeting Record Date: NOV 30, 2011 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE THAT IF THE CHAIRMAN OF None Did not vote Management THE BOARD OR A BOARD MEMBER IS APPOINTED AS PROXY, WHICH IS OFTEN THE CASE, CLIENTS CAN ONLY EXPECT THEM TO ACCEPT PRO-MANAGEMENT VOTES. THE ONLY WAY TO GUARANTEE THAT ABSTAIN AND/OR AGAINST VOTES ARE REPRESENTED AT CMMT PLEASE BE ADVISED THAT SOME None Did not vote Management SUBCUSTODIANS IN DENMARK REQUIRE THE SHARES TO BE-REGISTERED IN SEGREGATED ACCOUNTS BY REGISTRATION DEADLINE IN ORDER TO PROVIDE VOTING SERVICE. PLEASE CONTACT YOUR GLOBAL CUSTODIAN TO FIND OUT IF THIS REQUIREMENT APPLIES TO CMMT IMPORTANT MARKET PROCESSING None Did not vote Management REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY CMMT PLEASE NOTE THAT SHAREHOLDERS ARE None Did not vote Management ALLOWED TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR RESOLUTION NUMBERS "5.1 TO 5.6". THANK YOU. 1 To receive the report of the Board of None Did not vote Management Directors on the activities of the compa-ny during the past financial year. (Not subject to a vote) 2 To present and approve the audited For For Management annual report 3 To pass a resolution on the For For Management distribution of profit in accordance with the approved annual report 4a To consider any resolutions proposed For For Management by the Board of Directors or shareholders. Proposals from the Board of Directors: (a) Amendment to the company's Articles of Association. Article 5(2) (Authorisation for capital increase valid until the annual general 4b To consider any resolutions proposed For For Management by the Board of Directors or shareholders. Proposals from the Board of Directors: It is recommended that the total annual basic fees paid to Board members be raised from DKK 325,000 to DKK 350,000 4c To consider any resolutions proposed For For Management by the Board of Directors or shareholders. Proposals from the Board of Directors: Grant of authority to the company's Board of Directors to allow the company to acquire treasury shares representing up to 10 % of the co 5.1 To elect members to the Board of For For Management Directors. The Board of Directors proposes re-election of the following member: Mr. Michael Pram Rasmussen, Director (Chairman) 5.2 To elect members to the Board of For For Management Directors. The Board of Directors proposes re-election of the following member: Mr. Niels Peter Louis-Hansen, BCom (Deputy Chairman) 5.3 To elect members to the Board of For For Management Directors. The Board of Directors proposes re-election of the following member: Mr. Sven Hakan Bjorklund, Director 5.4 To elect members to the Board of For For Management Directors. The Board of Directors proposes re-election of the following member: Mr. Per Magid, Attorney 5.5 To elect members to the Board of For For Management Directors. The Board of Directors proposes re-election of the following member: Mr. Brian Petersen, Director 5.6 To elect members to the Board of For For Management Directors. The Board of Directors proposes re-election of the following member: Mr. Jorgen Tang-Jensen, CEO 6 To appoint auditors. The Board of For For Management Directors proposes re- appointment of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab as the company's auditors 7 Any other business None Did not vote Management -------------------------------------------------------------------------------- COMPLETE PRODUCTION SERVICES, INC. Ticker: CPX Security ID: 20453E109 Meeting Date: FEB 07, 2012 Meeting Type: Special Record Date: DEC 12, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- CROWN CASTLE INTERNATIONAL CORP. Ticker: CCI Security ID: 228227104 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Cindy Christy For For Management 1.2 Elect Director Ari Q. Fitzgerald For For Management 1.3 Elect Director Robert E. Garrison, II For For Management 1.4 Elect Director John P. Kelly For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- DOMINION RESOURCES, INC. Ticker: D Security ID: 25746U109 Meeting Date: MAY 08, 2012 Meeting Type: Annual Record Date: MAR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director William P. Barr For For Management 2 Elect Director Peter W. Brown For For Management 3 Elect Director Helen E. Dragas For For Management 4 Elect Director Thomas F. Farrell, II For For Management 5 Elect Director John W. Harris For Against Management 6 Elect Director Robert S. Jepson, Jr. For For Management 7 Elect Director Mark J. Kington For For Management 8 Elect Director Frank S. Royal For For Management 9 Elect Director Robert H. Spilman, Jr. For For Management 10 Elect Director David A. Wollard For For Management 11 Ratify Auditors For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Adopt Renewable Energy Production Goal Against Against Shareholder 14 Report on Encouraging Customer Use of Against Against Shareholder Renewable Energy Systems 15 Report on Plant Closures Against Against Shareholder 16 Report on Coal Use from Mountaintop Against Against Shareholder Removal Mining 17 Report on Impacts and Risks of Natural Against Against Shareholder Gas 18 Review and Report on Nuclear Safety Against Against Shareholder -------------------------------------------------------------------------------- DTE ENERGY COMPANY Ticker: DTE Security ID: 233331107 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 07, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gerard M. Anderson For For Management 1.2 Elect Director Charles G. McClure, Jr. For For Management 1.3 Elect Director Eugene A. Miller For For Management 1.4 Elect Director Charles W. Pryor, Jr. For For Management 1.5 Elect Director Ruth G. Shaw For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Report on Political Contributions Against For Shareholder 6 Adopt Quantitative Goals for GHG and Against For Shareholder Other Air Emissions -------------------------------------------------------------------------------- E.ON AG Ticker: EOAN Security ID: D24914133 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2011 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 1.00 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2011 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2011 5 Ratify PriceWaterhouseCoopers AG as For For Management Auditors for Fiscal 2012 6 Approve Change of Corporate Form to For For Management Societas Europaea (SE) 7 Approve Creation of EUR 460 Million For For Management Pool of Capital with Partial Exclusion of Preemptive Rights 8 Approve Issuance of Warrants/Bonds For For Management with Warrants Attached/Convertible Bonds with Partial Exclusion of Preemptive Rights up to Aggregate Nominal Amount of EUR 5 Billion; Approve Creation of EUR175 Million Pool of Capital to Guarantee Conversion Rights 9 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares -------------------------------------------------------------------------------- ELEKTA AB Ticker: Security ID: W2479G107 Meeting Date: SEP 13, 2011 Meeting Type: Annual General Meeting Record Date: SEP 07, 2011 # Proposal Mgt Rec Vote Cast Sponsor CMMT IMPORTANT MARKET PROCESSING None Did not vote Management REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUE CMMT MARKET RULES REQUIRE DISCLOSURE OF None Did not vote Management BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE R CMMT PLEASE NOTE THAT NOT ALL SUB None Did not vote Management CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU 1 Opening of the Meeting None Did not vote Management 2 Election of Bertil Villard, attorney None Did not vote Management at law, as Chairman of the Meeting 3 Preparation and approval of the list None Did not vote Management of shareholders entitled to vote at the-Meeting 4 Approval of the agenda None Did not vote Management 5 Election of one or two minutes-checkers None Did not vote Management 6 Determination of whether the Meeting None Did not vote Management has been duly convened 7 Presentation of the Annual Report and None Did not vote Management the Auditors' Report and the-consolidated accounts and the Auditors' Report for the Group 8 Address by the President and Chief None Did not vote Management Executive Officer and report on the work-of the Board of Directors and Committees of the Board of Directors by the-Chairman of the Board 9 Resolution concerning adoption of the For For Management balance sheet and income statement and the consolidated balance sheet and consolidated income statement 10 Resolution concerning approval of the For For Management disposition of the Company's earnings as shown in the balance sheet adopted by the Meeting 11 Resolution concerning the discharge of For For Management the members of the Board of Directors and the President and Chief Executive Officer from personal liability 12 Report on the work of the Nomination None Did not vote Management Committee 13 Determination of the number of members For For Management and any deputy members of the Board of Directors : The nomination committee proposes that the Board of Directors shall consist of nine members, without deputy members 14 Determination of the fees to be paid For For Management to the members of the Board of Directors and the auditors 15 Election of Board members and any For For Management deputy Board members: The nomination committee proposes that each of Akbar Seddigh, Hans Barella, Luciano Cattani, Vera Kallmeyer, Laurent Leksell, Jan Secher and Birgitta Stymne Goransson are re-elected as members of the 16 Resolution regarding guidelines for For For Management remuneration to executive management 17.a Resolution regarding : authorization For For Management for the Board of Directors to decide upon acquisition of own shares 17.b Resolution regarding : authorization For For Management for the Board of Directors to decide upon transfer of own shares 17.c Resolution regarding : transfer of own For For Management shares in conjunction with the Performance Share Plan 2011 17.d Resolution regarding : authorization None Did not vote Management for the Board of Directors to decide-upon transfer of own shares in conjunction with the Performance Share Plan-2009 and 2010 18 Resolution on a Performance Share Plan For For Management 2011 19 Resolution on amendment of the For For Management articles of association 20 Appointment of the nomination committee None Did not vote Management 21 Adjournment None Did not vote Management -------------------------------------------------------------------------------- ENBRIDGE INC. Ticker: ENB Security ID: 29250N105 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director David A. Arledge For For Management 1.2 Elect Director James J. Blanchard For For Management 1.3 Elect Director J. Lorne Braithwaite For For Management 1.4 Elect Director Patrick D. Daniel For For Management 1.5 Elect Director J. Herb England For For Management 1.6 Elect Director Charles W. Fischer For For Management 1.7 Elect Director V. Maureen Kempston For For Management Darkes 1.8 Elect Director David A. Leslie For For Management 1.9 Elect Director Al Monaco For For Management 1.10 Elect Director George K. Petty For For Management 1.11 Elect Director Charles E. Shultz For For Management 1.12 Elect Director Dan C. Tutcher For For Management 1.13 Elect Director Catherine L. Williams For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote on Executive For For Management Compensation Approach 4 Community-Environment Impact Against Against Shareholder -------------------------------------------------------------------------------- FERROVIAL SA Ticker: FER Security ID: E49512119 Meeting Date: MAR 29, 2012 Meeting Type: Annual Record Date: MAR 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements and Statutory Reports for FY 2011 2.1 Approve Allocation of Income and For For Management Dividend of Eur 0.20 2.2 Approve Dividend of EUR 0.25 Per Share For For Management Charged to Voluntary Reserves 3 Approve Discharge of Directors for FY For For Management 2011 4.1 Amend Articles For For Management 4.2 Amend Article 54 Re: Time Limit for For Against Management Director Independence 5 Amend General Meeting Regulations For For Management 6 Approve Payment to Executive Directors For For Management and Senior Management of Compensation Owed to Them in Form of Stock in Lieu of Cash 7 Authorize Board to Ratify and Execute For For Management Approved Resolutions 8 Advisory Vote on Remuneration Report For Against Management -------------------------------------------------------------------------------- FIRSTENERGY CORP. Ticker: FE Security ID: 337932107 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 21, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Paul T. Addison For For Management 1.2 Elect Director Anthony J. Alexander For For Management 1.3 Elect Director Michael J. Anderson For For Management 1.4 Elect Director Carol A. Cartwright For For Management 1.5 Elect Director William T. Cottle For For Management 1.6 Elect Director Robert B. Heisler, Jr. For For Management 1.7 Elect DirectorJulia L. Johnson For For Management 1.8 Elect DirectorTed J. Kleisner For For Management 1.9 Elect Director Donald T. Misheff For For Management 1.10 Elect Director Ernest J. Novak, Jr. For For Management 1.11 Elect Director Christopher D. Pappas For For Management 1.12 Elect Director Catherine A. Rein For For Management 1.13 Elect Director George M. Smart For For Management 1.14 Elect Director Wes M. Taylor For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Report on Coal Combustion Waste Hazard Against Against Shareholder and Risk Mitigation Efforts 6 Report on Plans to Reduce Coal-Related Against Against Shareholder Costs and Risks 7 Reduce Supermajority Vote Requirement Against Against Shareholder -------------------------------------------------------------------------------- FRAPORT AG FRANKFURT AIRPORT SERVICES WORLDWIDE Ticker: FRA Security ID: D3856U108 Meeting Date: MAY 11, 2012 Meeting Type: Annual Record Date: APR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2011 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 1.25 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2011 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2011 5 Ratify KPMG as Auditors for Fiscal 2012 For For Management 6 Approve Remuneration of Supervisory For For Management Board 7 Elect Katja Windt to the Supervisory For For Management Board -------------------------------------------------------------------------------- ITC HOLDINGS CORP. Ticker: ITC Security ID: 465685105 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: APR 02, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Christopher H. Franklin For For Management 1.2 Elect Director Edward G. Jepsen For For Management 1.3 Elect Director Richard D. McLellan For For Management 1.4 Elect Director William J. Museler For For Management 1.5 Elect Director Hazel R. O'Leary For For Management 1.6 Elect Director M. Michael Rounds For For Management 1.7 Elect Director G. Bennett Stewart, III For For Management 1.8 Elect Director Lee C. Stewart For For Management 1.9 Elect Director J.C. Watts, Jr. For For Management 1.10 Elect Director Joseph L. Welch For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- JIANGXI COPPER CO LTD Ticker: Security ID: Y4446C100 Meeting Date: DEC 06, 2011 Meeting Type: ExtraOrdinary General Meeting Record Date: NOV 04, 2011 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE THAT THE COMPANY NOTICE IS None Did not vote Management AVAILABLE BY CLICKING ON THE URL LINK:- http://www.hkexnews. hk/listedco/listconews/sehk/20111020/LTN2 0111020308.pdf 1 To consider and approve the proposal For For Management for distribution of profit of the Company for the six months ended 30 June 2011 2 To appoint Ernst & Young Hua Ming For For Management Certified Public Accountants ("Ernst & Young) as the Company's internal control accountant for the year 2011 and to authorise the board of directors of the Company to determine their remunerations and any one executive di 3 To approve, ratify and confirm the For For Management consolidated supply and services agreement 1 entered into between the Company and Jiangxi Copper Corporation ("JCC") on 30 September 2011 in respect of the supply of various materials, provision of industrial services an 4 To approve, ratify and confirm the For For Management consolidated supply and services agreement 2 entered into between the Company and JCC on 30 September 2011 in respect of the supply of various materials and provision of industrial services by the Group to JCC and its su 5 To approve, ratify and confirm the For For Management financial services agreement ("Financial Services Agreement") entered into between JCC Finance Company Limited ("JCC Financial") and JCC on 30 September 2011 in respect of the provision of financial services by JCC Finan -------------------------------------------------------------------------------- KONINKLIJKE VOPAK NV Ticker: VPK Security ID: N5075T159 Meeting Date: APR 25, 2012 Meeting Type: Annual Record Date: MAR 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Receive Report of Management Board None None Management (Non-Voting) 3 Adopt Financial Statements For For Management 4 Receive Explanation on Company's None None Management Reserves and Dividend Policy 5 Approve Dividends of EUR 0.80 Per Share For For Management 6 Approve Discharge of Management Board For For Management 7 Approve Discharge of Supervisory Board For For Management 8 Reelect F.J.G.M. Cremers to For For Management Supervisory Board 9 Reelect M. van der Vorm to Supervisory For For Management Board 10 Receive Remuneration Report of None None Management Management Board 2012 11 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 12 Ratify PricewaterhouseCoopers as For For Management Auditors 13 Other Business (Non-Voting) None None Management 14 Close Meeting None None Management -------------------------------------------------------------------------------- MILLICOM INTERNATIONAL CELLULAR SA, LUXEMBOURG Ticker: Security ID: L6388F128 Meeting Date: DEC 02, 2011 Meeting Type: ExtraOrdinary General Meeting Record Date: NOV 18, 2011 # Proposal Mgt Rec Vote Cast Sponsor CMMT PLEASE NOTE THAT NOT ALL SUB None Did not vote Management CUSTODIANS IN SWEDEN ACCEPT ABSTAIN AS A VALID-VOTE OPTION. THANK YOU CMMT MARKET RULES REQUIRE DISCLOSURE OF None Did not vote Management BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE R CMMT IMPORTANT MARKET PROCESSING None Did not vote Management REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUE 1 To appoint Mr. Jean-Michel Schmit as For For Management the Chairman of the EGM and to authorise the Chairman to elect a Secretary and a Scrutineer of the EGM 2 As per the proposal of the Company's For For Management Board of Directors, to distribute a gross dividend to the Company's shareholders of USD 3 per share, corresponding to an aggregate dividend of approximately USD 308,000,000, to be paid out of the Company's profits for -------------------------------------------------------------------------------- NEXTERA ENERGY, INC. Ticker: NEE Security ID: 65339F101 Meeting Date: MAY 25, 2012 Meeting Type: Annual Record Date: MAR 27, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Sherry S. Barrat For For Management 2 Elect Director Robert M. Beall, Ii For For Management 3 Elect Director James L. Camaren For For Management 4 Elect Director Kenneth B. Dunn For For Management 5 Elect Director J. Brian Ferguson For For Management 6 Elect Director Lewis Hay, Iii For For Management 7 Elect Director Toni Jennings For For Management 8 Elect Director Oliver D. Kingsley, Jr. For For Management 9 Elect Director Rudy E. Schupp For For Management 10 Elect Director William H. Swanson For For Management 11 Elect Director Michael H. Thaman For For Management 12 Elect Director Hansel E. Tookes, Ii For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- NIPPON TELEGRAPH & TELEPHONE CORP. Ticker: 9432 Security ID: 654624105 Meeting Date: JUN 22, 2012 Meeting Type: Annual Record Date: MAR 30, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 70 2.1 Elect Director Miura, Satoshi For For Management 2.2 Elect Director Unora, Hiro For For Management 2.3 Elect Director Katayama, Yasuyoshi For For Management 2.4 Elect Director Watanabe, Hiroki For For Management 2.5 Elect Director Shinohara, Hiromichi For For Management 2.6 Elect Director Sakai, Yoshikiyo For For Management 2.7 Elect Director Kobayashi, Mitsuyoshi For For Management 2.8 Elect Director Shimada, Akira For For Management 2.9 Elect Director Tsujigami, Hiroshi For For Management 2.10 Elect Director Okuno, Tsunehisa For For Management 2.11 Elect Director Shirai, Katsuhiko For For Management 2.12 Elect Director Sakakibara, Sadayuki For For Management 3.1 Appoint Statutory Auditor Kosaka, For For Management Kiyoshi 3.2 Appoint Statutory Auditor Ochiai, For For Management Seiichi -------------------------------------------------------------------------------- NISOURCE INC. Ticker: NI Security ID: 65473P105 Meeting Date: MAY 15, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Richard A. Abdoo For For Management 2 Elect Director Aristides S. Candris For For Management 3 Elect Director Sigmund L. Cornelius For For Management 4 Elect Director Michael E. Jesanis For For Management 5 Elect Director Marty R. Kittrell For For Management 6 Elect Director W. Lee Nutter For For Management 7 Elect Director Deborah S. Parker For For Management 8 Elect Director Ian M. Rolland For For Management 9 Elect Director Robert C. Skaggs, Jr. For For Management 10 Elect Director Teresa A. Taylor For For Management 11 Elect Director Richard L. Thompson For For Management 12 Elect Director Carolyn Y. Woo For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Amend Nonqualified Employee Stock For For Management Purchase Plan 16 Provide for Cumulative Voting Against Against Shareholder -------------------------------------------------------------------------------- NORTHWEST NATURAL GAS COMPANY Ticker: NWN Security ID: 667655104 Meeting Date: MAY 24, 2012 Meeting Type: Annual Record Date: APR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy P. Boyle For For Management 1.2 Elect Director Mark S. Dodson For For Management 1.3 Elect Director George J. Puentes For For Management 2 Amend Omnibus Stock Plan For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Ratify Auditors For For Management -------------------------------------------------------------------------------- NV ENERGY, INC. Ticker: NVE Security ID: 67073Y106 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Joseph B. Anderson, Jr. For For Management 2 Elect Director Glenn C. Christenson For For Management 3 Elect Director Susan F. Clark For For Management 4 Elect Director Stephen E. Frank For For Management 5 Elect Director Brian J. Kennedy For For Management 6 Elect Director Maureen T. Mullarkey For For Management 7 Elect Director John F. O'Reilly For For Management 8 Elect Director Philip G. Satre For For Management 9 Elect Director Donald D. Snyder For For Management 10 Elect Director Michael W. Yackira For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Amend Non-Employee Director Restricted For For Management Stock Plan 13 Ratify Auditors For For Management -------------------------------------------------------------------------------- ONEOK, INC. Ticker: OKE Security ID: 682680103 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James C. Day For For Management 2 Elect Director Julie H. Edwards For For Management 3 Elect Director William L. Ford For For Management 4 Elect Director John W. Gibson For For Management 5 Elect Director Bert H. Mackie For For Management 6 Elect Director Steven J. Malcolm For For Management 7 Elect Director Jim W. Mogg For For Management 8 Elect Director Pattye L. Moore For For Management 9 Elect Director Gary D. Parker For For Management 10 Elect Director Eduardo A. Rodriguez For For Management 11 Elect Director Gerald B. Smith For For Management 12 Elect Director David J. Tippeconnic For For Management 13 Ratify Auditors For For Management 14 Amend Restricted Stock Plan For Against Management 15 Amend Qualified Employee Stock For For Management Purchase Plan 16 Increase Authorized Common Stock For For Management 17 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- ORACLE CORPORATION Ticker: ORCL Security ID: 68389X105 Meeting Date: OCT 12, 2011 Meeting Type: Annual Record Date: AUG 15, 2011 # Proposal Mgt Rec Vote Cast Sponsor 1.1 DIRECTOR - JEFFREY S. BERG For For Management 1.2 DIRECTOR - H. RAYMOND BINGHAM For Withheld Management 1.3 DIRECTOR - MICHAEL J. BOSKIN For For Management 1.4 DIRECTOR - SAFRA A. CATZ For For Management 1.5 DIRECTOR - BRUCE R. CHIZEN For For Management 1.6 DIRECTOR - GEORGE H. CONRADES For For Management 1.7 DIRECTOR - LAWRENCE J. ELLISON For For Management 1.8 DIRECTOR - HECTOR GARCIA-MOLINA For For Management 1.9 DIRECTOR - JEFFREY O. HENLEY For For Management 1.10 DIRECTOR - MARK V. HURD For For Management 1.11 DIRECTOR - DONALD L. LUCAS For For Management 1.12 DIRECTOR - NAOMI O. SELIGMAN For For Management 2 ADVISORY VOTE ON EXECUTIVE For For Management COMPENSATION. 3 ADVISORY VOTE ON THE FREQUENCY OF For 1 Year Management FUTURE VOTES RELATING TO EXECUTIVE COMPENSATION. 4 PROPOSAL TO RATIFY THE APPOINTMENT OF For For Management ERNST & YOUNG AS THE INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FISCAL 2012. 5 ACT ON A STOCKHOLDER PROPOSAL Against Against Shareholder REGARDING EQUITY RETENTION. -------------------------------------------------------------------------------- PARKER-HANNIFIN CORPORATION Ticker: PH Security ID: 701094104 Meeting Date: OCT 26, 2011 Meeting Type: Annual Record Date: AUG 31, 2011 # Proposal Mgt Rec Vote Cast Sponsor 01.1 DIRECTOR - ROBERT G. BOHN For For Management 01.2 DIRECTOR - LINDA S. HARTY For For Management 01.3 DIRECTOR - WILLIAM E. KASSLING For For Management 01.4 DIRECTOR - ROBERT J. KOHLHEPP For For Management 01.5 DIRECTOR - KLAUS-PETER MULLER For For Management 01.6 DIRECTOR - CANDY M. OBOURN For For Management 01.7 DIRECTOR - JOSEPH M. SCAMINACE For For Management 01.8 DIRECTOR - WOLFGANG R. SCHMITT For For Management 01.9 DIRECTOR - AKE SVENSSON For For Management 01.10 DIRECTOR - JAMES L. WAINSCOTT For For Management 01.11 DIRECTOR - DONALD E. WASHKEWICZ For For Management 02 RATIFICATION OF THE APPOINTMENT OF For For Management DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2012. 03 APPROVAL OF, ON A NON-BINDING, For For Management ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 04 DETERMINATION OF, ON A NON-BINDING, 1 Year 1 Year Management ADVISORY BASIS, WHETHER AN ADVISORY SHAREHOLDER VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS WILL OCCUR EVERY. 05 SHAREHOLDER PROPOSAL TO AMEND THE CODE Against Against Shareholder OF REGULATIONS TO SEPARATE THE ROLES OF CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER. -------------------------------------------------------------------------------- PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED Ticker: PEG Security ID: 744573106 Meeting Date: APR 17, 2012 Meeting Type: Annual Record Date: FEB 17, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Albert R. Gamper, Jr. For For Management 2 Elect Director Conrad K. Harper For For Management 3 Elect Director William V. Hickey For For Management 4 Elect Director Ralph Izzo For For Management 5 Elect Director Shirley Ann Jackson For For Management 6 Elect Director David Lilley For For Management 7 Elect Director Thomas A. Renyi For For Management 8 Elect Director Hak Cheol Shin For For Management 9 Elect Director Richard J. Swift For For Management 10 Elect Director Susan Tomasky For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify Auditors For For Management -------------------------------------------------------------------------------- QUESTAR CORPORATION Ticker: STR Security ID: 748356102 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 06, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Teresa Beck For For Management 2 Elect Director R. D. Cash For For Management 3 Elect Director Laurence M. Downes For For Management 4 Elect Director Ronald W. Jibson For For Management 5 Elect Director Gary G. Michael For For Management 6 Elect Director Keith O. Rattie For For Management 7 Elect Director Harris H. Simmons For For Management 8 Elect Director Bruce A. Williamson For For Management 9 Ratify Auditors For For Management 10 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- SEMPRA ENERGY Ticker: SRE Security ID: 816851109 Meeting Date: MAY 10, 2012 Meeting Type: Annual Record Date: MAR 13, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Alan L. Boeckmann For For Management 2 Elect Director James G. Brocksmith, Jr. For For Management 3 Elect Director Donald E. Felsinger For For Management 4 Elect Director Wilford D. Godbold, Jr. For For Management 5 Elect Director William D. Jones For For Management 6 Elect Director William G. Ouchi For For Management 7 Elect Director Debra L. Reed For For Management 8 Elect Director Carlos Ruiz For For Management 9 Elect Director William C. Rusnack For For Management 10 Elect Director William P. Rutledge For For Management 11 Elect Director Lynn Schenk For For Management 12 Elect Director Luis M. Tellez For For Management 13 Ratify Auditors For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Require Independent Board Chairman Against Against Shareholder 16 Include Sustainability as a Against Against Shareholder Performance Measure for Senior Executive Compensation -------------------------------------------------------------------------------- SES SA Ticker: SESG Security ID: L8300G135 Meeting Date: APR 05, 2012 Meeting Type: Annual Record Date: MAR 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Attendance List, Quorum, and Adoption None None Management of Agenda 2 Appoint One Secretary and Two Meeting None None Management Scrutineers 3 Receive Board's 2011 Activities Report None None Management 4 Receive Explanations on Main None None Management Developments during 2011 and Perspectives 5 Receive Information on 2011 Financial None None Management Results 6 Receive Auditors' Report None None Management 7 Accept Consolidated and Individual For For Management Financial Statements 8 Approve Allocation of Income and For For Management Dividends of EUR 0.88 per Class A Share 9 Approve Standard Accounting Transfers For For Management 10 Approve Discharge of Directors For For Management 11 Approve Discharge of Auditors For For Management 12 Approve Ernst & Young as Auditors and For For Management Authorize Board to Fix Their Remuneration 13 Approve Share Repurchase Program For For Management 14a1 Reelect Hadelin de Liedekerke Beaufort For For Management as A Director 14a2 Elect Conny Kullman as A Director For For Management 14a3 Elect Miriam Meckel as A Director For For Management 14a4 Reelect Marc Speeckaert as A Director For For Management 14b1 Reelect Serge Allegrezza as B Director For For Management 14b2 Reelect Victor Rod as B Director For For Management 15 Approve Remuneration of Directors For For Management 16 Transact Other Business (Non-Voting) None None Management -------------------------------------------------------------------------------- SES SA Ticker: SESG Security ID: L8300G135 Meeting Date: APR 05, 2012 Meeting Type: Special Record Date: MAR 22, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Attendance List, Quorum, and Adoption None None Management of Agenda 2 Appoint One Secretary and Two Meeting None None Management Scrutineers 3 Amend Articles Re: Implementation of For For Management Shareholder Rights Directive 4 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights 5 Transact Other Business (Non-Voting) None None Management -------------------------------------------------------------------------------- SPECTRA ENERGY CORP Ticker: SE Security ID: 847560109 Meeting Date: MAY 01, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William T. Esrey For For Management 1.2 Elect Director Gregory L. Ebel For For Management 1.3 Elect Director Austin A. Adams For For Management 1.4 Elect Director Joseph Alvarado For For Management 1.5 Elect Director Pamela L. Carter For For Management 1.6 Elect Director F. Anthony Comper For For Management 1.7 Elect Director Peter B. Hamilton For For Management 1.8 Elect Director Dennis R. Hendrix For For Management 1.9 Elect Director Michael McShane For For Management 1.10 Elect Director Joseph H. Netherland For For Management 1.11 Elect Director Michael E.J. Phelps For For Management 2 Ratify Auditors For For Management 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TELEFONICA S.A. Ticker: TEF Security ID: 879382208 Meeting Date: MAY 13, 2012 Meeting Type: Annual Record Date: APR 16, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Standalone and Consolidated For For Management Financial Statements, Allocation of Income and Distribution of Dividend of EUR 0.75 Per Share, and Discharge Directors for FY 2011 2.1 Reelect Cesar Alierta Izuel as Director For Against Management 2.2 Reelect Jose Maria Alvarez-Pallete For Against Management Lopez as Director 2.3 Reelect Gonzalo Hinojosa Fernandez de For Against Management Angulo as Director 2.4 Reelect Pablo Isla Alvarez de Tejera For Against Management as Director 2.5 Ratify Co-option of and Elect Ignacio For Against Management Moreno Martinez as Director 3 Renew Appointment of Ernst & Young as For For Management Auditor 4 Amend Several Articles of Bylaws For For Management 5 Amend Several Articles of General For For Management Meeting Regulations 6.1 Approve Special Dividends of EUR 0.53 For For Management per Share 6.2 Authorize Capital Increase Charged For For Management against Voluntary Reserves for Bonus Issue; Amend Article 5 of Bylaws Accordingly; Approve Listing of Shares 7 Approve Capital Reduction via For For Management Amortization of Treasury Shares, and Amend Article 5 of Bylaws Accordingly 8 Approve Company's Web Site For For Management 9 Authorize Board to Ratify and Execute For For Management Approved Resolutions 10 Advisory Vote on Remuneration Report For For Management -------------------------------------------------------------------------------- TELUS CORPORATION Ticker: T Security ID: 87971M103 Meeting Date: MAY 09, 2012 Meeting Type: Proxy Contest Record Date: APR 03, 2012 # Proposal Mgt Rec Vote Cast Sponsor Management Proxy (Yellow Card) None 1.1 Elect Director R. H. (Dick) Auchinleck For For Management 1.2 Elect Director A. Charles Baillie For For Management 1.3 Elect Director Micheline Bouchard For For Management 1.4 Elect Director R. John Butler For For Management 1.5 Elect Director Brian A. Canfield For For Management 1.6 Elect Director Stockwell B. Day For For Management 1.7 Elect Director Pierre Y. Ducros For For Management 1.8 Elect Director Darren Entwistle For For Management 1.9 Elect Director Ruston (Rusty) E.T. For For Management Goepel 1.10 Elect Director John S. Lacey For For Management 1.11 Elect Director William (Bill) A. For For Management MacKinnon 1.12 Elect Director Donald Woodley For For Management 2 Approve Deloitte & Touche LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach 4 Approve Plan of Arrangement: Eliminate For For Management Dual Class Share Structure 5 The Undersigned Hereby Certifies that None Against Management the Shares Represented by this Proxy are Owned and Controlled by a Canadian # Proposal Diss Rec Vote Cast Sponsor Dissident Proxy (Blue Card) None 1.1 Elect Director R. H. (Dick) Auchinleck None Did Not Vote Shareholder 1.2 Elect Director A. Charles Baillie None Did Not Vote Shareholder 1.3 Elect Director Micheline Bouchard None Did Not Vote Shareholder 1.4 Elect Director R. John Butler None Did Not Vote Shareholder 1.5 Elect Director Brian A. Canfield None Did Not Vote Shareholder 1.6 Elect Director Stockwell B. Day None Did Not Vote Shareholder 1.7 Elect Director Pierre Y. Ducros None Did Not Vote Shareholder 1.8 Elect Director Darren Entwistle None Did Not Vote Shareholder 1.9 Elect Director Ruston (Rusty) E.T. None Did Not Vote Shareholder Goepel 1.10 Elect Director John S. Lacey None Did Not Vote Shareholder 1.11 Elect Director William (Bill) A. None Did Not Vote Shareholder MacKinnon 1.12 Elect Director Donald Woodley None Did Not Vote Shareholder 2 Approve Deloitte & Touche LLP as None Did Not Vote Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive None Did Not Vote Management Compensation Approach 4 Approve Plan of Arrangement: Eliminate Against Did Not Vote Management Dual Class Share Structure 5 The Undersigned Hereby Certifies that None Did Not Vote Management the Shares Represented by this Proxy are Owned and Controlled by a Canadian -------------------------------------------------------------------------------- TERNA SPA Ticker: TRN Security ID: T9471R100 Meeting Date: MAY 15, 2012 Meeting Type: Annual/Special Record Date: MAY 04, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Allocation of Income For For Management 3 Elect Director For For Management 4 Approve Remuneration Report For For Management 1 Amend Articles Re: 14.3, 14.5, 26.1, For For Management and 26.2 (Board-Related) -------------------------------------------------------------------------------- THE SOUTHERN COMPANY Ticker: SO Security ID: 842587107 Meeting Date: MAY 23, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Juanita Powell Baranco For For Management 2 Elect Director Jon A. Boscia For For Management 3 Elect Director Henry A. Clark, III For For Management 4 Elect Director Thomas A. Fanning For For Management 5 Elect Director H. William Habermeyer, For For Management Jr. 6 Elect Director Veronica M. Hagen For For Management 7 Elect Director Warren A. Hood, Jr. For For Management 8 Elect Director Donald M. James For For Management 9 Elect Director Dale E. Klein For For Management 10 Elect Director William G. Smith, Jr. For For Management 11 Elect Director Steven R. Specker For For Management 12 Elect Director Larry D. Thompson For For Management 13 Elect Director E. Jenner Wood, III For For Management 14 Ratify Auditors For For Management 15 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 16 Report on Coal Combustion Waste Hazard Against Against Shareholder and Risk Mitigation Efforts 17 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- THE WILLIAMS COMPANIES, INC. Ticker: WMB Security ID: 969457100 Meeting Date: MAY 17, 2012 Meeting Type: Annual Record Date: MAR 26, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Alan S. Armstrong For For Management 2 Elect Director Joseph R. Cleveland For For Management 3 Elect Director Irl F. Engelhardt For For Management 4 Elect Director John A. Hagg For For Management 5 Elect Director Juanita H. Hinshaw For For Management 6 Elect Director Frank T. Macinnis For For Management 7 Elect Director Steven W. Nance For For Management 8 Elect Director Murray D. Smith For For Management 9 Elect Director Janice D. Stoney For For Management 10 Elect Director Laura A. Sugg For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- TIM PARTICIPACOES SA, RIO DE JANEIRO, RJ Ticker: Security ID: P91536204 Meeting Date: AUG 05, 2011 Meeting Type: ExtraOrdinary General Meeting Record Date: AUG 03, 2011 # Proposal Mgt Rec Vote Cast Sponsor CMMT IMPORTANT MARKET PROCESSING None Did not vote Management REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO BE REJECTED. IF YOU HAVE ANY QUE CMMT PLEASE NOTE THAT VOTES 'IN FAVOR' AND None Did not vote Management 'AGAINST' IN THE SAME AGENDA ITEM ARE NOT ALLOWED. ONLY VOTES IN FAVOR AND/OR ABSTAIN OR AGAINST AND/ OR ABSTAIN ARE ALLOWED. THANK YOU 1 To vote regarding the approval of the For For Management long term incentive plan of the company 2 If the matter contained in item 1 For For Management above is approved, to vote regarding the adjustment of the maximum limit of the aggregate remuneration of the executive committee, approved at the annual general meeting of the company held on April 11, 2011, because of t 3 To ratify the interim appointment of a For For Management member of the board of directors of the company, done at the meeting of the board of directors held on July 20, 2011, in accordance with the terms of Article 150 of Law Number 6404.1976 and of Article 20, Paragraphs CMMT PLEASE NOTE THAT THE PREFERRED None Did not vote Management SHAREHOLDERS CAN VOTE ON ALL RESOLUTIONS. THANK-YOU. CMMT PLEASE BE ADVISED THERE IS A None Did not vote Management CONVERSION TO BE ANNOUNCED FROM ISIN BRTCSLACNPR7-TO ISIN BRTCSLACNOR0. IF THE CONVERSION IS PROCESSED BEFORE THE MEETING THEN THE PREFERRED SHARES WILL NOT EXIST ON THE MEETING DATE THEREFORE THE PREFERRED SHAREHOLDERS WILL CMMT PLEASE NOTE THAT THIS IS A REVISION None Did not vote Management DUE TO ADDITION OF A COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU DE CIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------- TRANSCANADA CORPORATION Ticker: TRP Security ID: 89353D107 Meeting Date: APR 27, 2012 Meeting Type: Annual Record Date: FEB 28, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin E. Benson For For Management 1.2 Elect Director Derek H. Burney For For Management 1.3 Elect Director E. Linn Draper For For Management 1.4 Elect Director Paule Gauthier For For Management 1.5 Elect Director Russell K. Girling For For Management 1.6 Elect Director S. Barry Jackson For For Management 1.7 Elect Director Paul L. Joskow For For Management 1.8 Elect Director John A. MacNaughton For For Management 1.9 Elect Director Paula Rosput Reynolds For For Management 1.10 Elect Director W. Thomas Stephens For For Management 1.11 Elect Director D. Michael G. Stewart For For Management 1.12 Elect Director Richard E. Waugh For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- UNIQUE (FLUGHAFEN ZUERICH AG) Ticker: FHZN Security ID: H26552101 Meeting Date: APR 26, 2012 Meeting Type: Annual Record Date: APR 19, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports (Non-Voting) 2 Receive Auditor's Report (Non-Voting) None None Management 3.1 Accept Financial Statements and For For Management Statutory Reports 3.2 Approve Remuneration Report For For Management 4 Approve Discharge of Board and Senior For For Management Management 5 Approve Allocation of Income and For For Management Dividends of CHF 9.50 per Share 6.1 Reelect Martin Candrian as Director For For Management 6.2 Reelect Corine Mauch as Director For For Management 6.3 Reelect Kaspar Schiller as Director For For Management 6.4 Reelect Andreas Schmid as Director For Against Management 6.5 Elect Ulrik Svensson as Director For For Management 7 Ratify KPMG AG as Auditors For For Management 8 Transact Other Business (Non-Voting) None None Management -------------------------------------------------------------------------------- VERIZON COMMUNICATIONS INC. Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: MAR 05, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Richard L. Carrion For For Management 2 Elect Director Melanie L. Healey For For Management 3 Elect Director M. Frances Keeth For For Management 4 Elect Director Robert W. Lane For For Management 5 Elect Director Lowell C. McAdam For For Management 6 Elect Director Sandra O. Moose For For Management 7 Elect Director Joseph Neubauer For For Management 8 Elect Director Donald T. Nicolaisen For For Management 9 Elect Director Clarence Otis, Jr. For For Management 10 Elect Director Hugh B. Price For For Management 11 Elect Director Rodney E. Slater For For Management 12 Ratify Auditors For For Management 13 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 14 Disclose Prior Government Service Against Against Shareholder 15 Report on Lobbying Payments and Policy Against Against Shareholder 16 Performance-Based and/or Time-Based Against Against Shareholder Equity Awards 17 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings 18 Provide Right to Act by Written Consent Against For Shareholder 19 Commit to Wireless Network Neutrality Against Against Shareholder -------------------------------------------------------------------------------- VINCI SA Ticker: DG Security ID: F5879X108 Meeting Date: APR 12, 2012 Meeting Type: Annual/Special Record Date: APR 06, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Consolidated Financial For For Management Statements and Statutory Reports 2 Approve Financial Statements and For For Management Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.77 per Share 4 Reelect Jean Pierre Lamoure as Director For For Management 5 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 6 Approve Related Party Transaction Re: For For Management Financing of Sud Europe Atlantique High Speed Railway Project 7 Approve Related Party Transaction of For For Management Vinci and Vinci Concessions with Vinci Autoroutes Re: Participation in ASF Holding 8 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 9 Approve Employee Stock Purchase Plan For Against Management 10 Approve Stock Purchase Plan Reserved For Against Management for Employees of International Subsidiaries 11 Authorize up to 1 Percent of Issued For For Management Capital for Use in Restricted Stock Plan (Repurchased Shares) 12 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- WINDSTREAM CORP. Ticker: WIN Security ID: 97381W104 Meeting Date: MAY 09, 2012 Meeting Type: Annual Record Date: MAR 15, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Carol B. Armitage For For Management 2 Elect Director Samuel E. Beall, III For For Management 3 Elect Director Dennis E. Foster For For Management 4 Elect Director Francis X. Frantz For For Management 5 Elect Director Jeffery R. Gardner For For Management 6 Elect Director Jeffrey T. Hinson For For Management 7 Elect Director Judy K. Jones For For Management 8 Elect Director William A. Montgomery For For Management 9 Elect Director Alan L. Wells For For Management 10 Approve Executive Incentive Bonus Plan For For Management 11 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 12 Ratify Auditors For For Management 13 Pro-rata Vesting of Equity Plans Against Against Shareholder 14 Report on Political Contributions Against Against Shareholder -------------------------------------------------------------------------------- WISCONSIN ENERGY CORPORATION Ticker: WEC Security ID: 976657106 Meeting Date: MAY 03, 2012 Meeting Type: Annual Record Date: FEB 23, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John F. Bergstrom For For Management 1.2 Elect Director Barbara L. Bowles For For Management 1.3 Elect Director Patricia W. Chadwick For For Management 1.4 Elect Director Robert A. Cornog For For Management 1.5 Elect Director Curt S. Culver For For Management 1.6 Elect Director Thomas J. Fischer For For Management 1.7 Elect Director Gale E. Klappa For For Management 1.8 Elect Director Ulice Payne, Jr. For For Management 1.9 Elect Director Mary Ellen Stanek For For Management 2 Adopt Majority Voting for Uncontested For For Management Election of Directors 3 Adopt Majority Voting for Uncontested For For Management Election of Directors 4 Ratify Auditors For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- XCEL ENERGY INC. Ticker: XEL Security ID: 98389B100 Meeting Date: MAY 16, 2012 Meeting Type: Annual Record Date: MAR 20, 2012 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gail Koziara Boudreaux For For Management 2 Elect Director Fredric W. Corrigan For For Management 3 Elect Director Richard K. Davis For For Management 4 Elect Director Benjamin G.S. Fowke, III For For Management 5 Elect Director Albert F. Moreno For For Management 6 Elect Director Christopher J. For For Management Policinski 7 Elect Director A. Patricia Sampson For For Management 8 Elect Director James J. Sheppard For For Management 9 Elect Director David A. Westerlund For For Management 10 Elect Director Kim Williams For For Management 11 Elect Director Timothy V. Wolf For For Management 12 Ratify Auditors For For Management 13 Eliminate Cumulative Voting For For Management 14 Eliminate Class of Preferred Stock For For Management 15 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 16 Require Independent Board Chairman Against Against Shareholder ========== END NPX REPORT 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. (Registrant) Virtus Total Return Fund By (Signature and Title)* /s/ George R. Alyward --------------------------- George R. Alyward, President Date: August 29, 2012