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)

William Renahan, 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: 07/01/2012 - 06/30/2013


******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-21680
Reporting Period: 07/01/2012 - 06/30/2013 Virtus Total Return Fund

=========================== Virtus Total Return Fund ===========================

ABERTIS INFRAESTRUCTURAS S.A

Ticker: ABE Security ID: E0003D111 Meeting Date: MAR 20, 2013 Meeting Type: Annual Record Date: MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated and Standalone     For       For          Management
      Financial Statements

2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Approve Discharge of Board              For       For          Management
4     Authorize Increase in Capital Charged   For       For          Management
      to Reserves for Bonus Issue

5     Amend Articles Re: Board Composition,   For       For          Management
      Convening Board Meeting and Quorum
6     Receive Amendments to Board of          None      None         Management
      Directors' Regulations
7.1   Ratify Appointment of and Elect Pablis  For       Against      Management
      SL as Director
7.2   Ratify Appointment of and Elect Carlos  For       Against      Management
      Colomer Casellas as Director
7.3   Ratify Appointment of and Elect         For       Against      Management
      Obrascon Huarte Lain SA as Director
7.4   Ratify Appointment of and Elect OHL     For       Against      Management
      Concesiones SAU as Director
7.5   Ratify Appointment of and Elect OHL     For       Against      Management
      Emisiones SAU as Director
7.6   Reelect Salvador Alemany Mas as         For       Against      Management
      Director
7.7   Reelect Isidro Faine Casas as Director  For       Against      Management
7.8   Reelect Marcelino Armenter Vidal as     For       Against      Management
      Director

7.9   Elect Director                          For       Against      Management
7.10  Elect Director                          For       Against      Management
8     Approve Stock-for-Salary                For       For          Management
9     Advisory Vote on Remuneration Policy    For       Against      Management
      Report

10    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


ALLETE, INC.

Ticker: ALE Security ID: 018522300 Meeting Date: MAY 14, 2013 Meeting Type: Annual

Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kathryn W. Dindo         For       For          Management
1.2   Elect Director Heidi J. Eddins          For       For          Management
1.3   Elect Director Sidney W. Emery, Jr.     For       For          Management
1.4   Elect Director George G. Goldfarb       For       For          Management
1.5   Elect Director James S. Haines, Jr.     For       For          Management
1.6   Elect Director Alan R. Hodnik           For       For          Management
1.7   Elect Director James J. Hoolihan        For       For          Management
1.8   Elect Director Madeleine W. Ludlow      For       For          Management
1.9   Elect Director Douglas C. Neve          For       For          Management
1.10  Elect Director Leonard C. Rodman        For       For          Management
1.11  Elect Director Bruce W. Stender         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

3     Amend Non-Employee Director Restricted  For       For          Management
      Stock Plan
4     Ratify Auditors                         For       For          Management


AMERICAN TOWER CORPORATION

Ticker: AMT Security ID: 03027X100 Meeting Date: MAY 21, 2013 Meeting Type: Annual Record Date: MAR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Raymond P. Dolan         For       For          Management
1b    Elect Director Ronald M. Dykes          For       For          Management
1c    Elect Director Carolyn F. Katz          For       For          Management
1d    Elect Director Gustavo Lara Cantu       For       For          Management
1e    Elect Director JoAnn A. Reed            For       For          Management
1f    Elect Director Pamela D.A. Reeve        For       For          Management
1g    Elect Director David E. Sharbutt        For       For          Management
1h    Elect Director James D. Taiclet, Jr.    For       For          Management
1i    Elect Director Samme L. Thompson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

4     Amend Right to Call Special Meeting     For       For          Management


APA GROUP

Ticker: APA Security ID: Q0437B100 Meeting Date: OCT 25, 2012 Meeting Type: Annual Record Date: OCT 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Leonard Bleasel as Director       For       For          Management
2     Elect Russell Higgins as Director       For       For          Management
3     Approve the Amendments to the           For       For          Management
      Company's Constitution


AT&T INC.

Ticker: T Security ID: 00206R102 Meeting Date: APR 26, 2013 Meeting Type: Annual

Record Date:  FEB 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Randall L. Stephenson    For       For          Management
1.2   Elect Director Gilbert F. Amelio        For       For          Management
1.3   Elect Director Reuben V. Anderson       For       For          Management
1.4   Elect Director James H. Blanchard       For       For          Management
1.5   Elect Director Jaime Chico Pardo        For       For          Management
1.6   Elect Director Scott T. Ford            For       For          Management
1.7   Elect Director James P. Kelly           For       For          Management
1.8   Elect Director Jon C. Madonna           For       For          Management
1.9   Elect Director Michael B. McCallister   For       For          Management
1.10  Elect Director John B. McCoy            For       For          Management
1.11  Elect Director Joyce M. Roche           For       For          Management
1.12  Elect Director Matthew K. Rose          For       For          Management
1.13  Elect Director  Laura D'Andrea Tyson    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

4     Amend Stock Purchase and Deferral Plan  For       For          Management
5     Report on Political Contributions       Against   Against      Shareholder
6     Report on Reducing Lead Battery Health  Against   Against      Shareholder
      Hazards

7     Submit Severance Agreement              Against   Against      Shareholder
      (Change-in-Control) to Shareholder Vote
8     Require Independent Board Chairman      Against   Against      Shareholder


ATLANTIA SPA

Ticker: ATL Security ID: T05404107 Meeting Date: APR 30, 2013 Meeting Type: Annual/Special Record Date: APR 19, 2013

#     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       Against      Management
      Reissuance of Repurchased Shares
3.1   Slate 1 Submitted by Sintonia SpA       None      Did Not Vote Shareholder
3.2   Slate 2 Submitted by Institutional      None      For          Shareholder
      Investors

4     Approve Remuneration Report             For       Against      Management
5     Amend Equity Compensation Plans         For       Against      Management
1     Approve Merger by Incorporation of      For       Against      Management
      Gemina SpA


AUCKLAND INTERNATIONAL AIRPORT LTD.

Ticker: AIA Security ID: Q06213104 Meeting Date: OCT 24, 2012 Meeting Type: Annual Record Date: OCT 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Justine Smyth as a Director       For       For          Management
2     Elect John Brabazon as a Director       For       For          Management
3     Elect Richard Didsbury as a Director    For       For          Management
4     Approve the Increase in Maximum         For       For          Management
      Aggregate Fee Pool of Directors

5     Authorize Board to Fix Remuneration of  For       For          Management
      the Auditors


BCE INC.

Ticker:       BCE            Security ID:  05534B760
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry K. Allen           For       For          Management
1.2   Elect Director Andre Berard             For       For          Management
1.3   Elect Director Ronald A. Brenneman      For       For          Management
1.4   Elect Director Sophie Brochu            For       For          Management
1.5   Elect Director Robert E. Brown          For       For          Management
1.6   Elect Director George A. Cope           For       For          Management
1.7   Elect Director David F. Denison         For       For          Management
1.8   Elect Director Anthony S. Fell          For       For          Management
1.9   Elect Director Edward C. Lumley         For       For          Management
1.10  Elect Director Thomas C. O'Neill        For       For          Management
1.11  Elect Director James Prentice           For       For          Management
1.12  Elect Director Robert C. Simmonds       For       For          Management
1.13  Elect Director Carole Taylor            For       For          Management
1.14  Elect Director Paul R. Weiss            For       For          Management
2     Ratify Deloitte LLP as Auditors         For       For          Management
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach

4.1   SP 1: Adopt a Policy Stipulating an     Against   Against      Shareholder
      Internal Pay Ratio
4.2   SP 2: Critical Mass of Qualified Women  Against   Against      Shareholder
      on Board of Directors
4.3   SP 3: Company Response to Advisory Say  Against   Against      Shareholder
      on Pay Result
4.4   SP 4: Establish a Separate Risk         Against   Against      Shareholder
      Management Committee
4.5   SP 5: Diversity Policy and Endorsement  Against   Against      Shareholder
      of UN?s Women?s Empowerment Principles


BT GROUP PLC

Ticker: BT.A Security ID: G16612106 Meeting Date: JUL 11, 2012 Meeting Type: Annual Record Date: JUL 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 Michael Rake as Director   For       For          Management
5     Re-elect Ian Livingston as Director     For       For          Management
6     Re-elect Tony Chanmugam as Director     For       For          Management
7     Re-elect Gavin Patterson as Director    For       For          Management
8     Re-elect Tony Ball as Director          For       For          Management
9     Re-elect Patricia Hewitt as Director    For       For          Management
10    Re-elect Phil Hodkinson as Director     For       For          Management
11    Re-elect Nick Rose as Director          For       For          Management
12    Re-elect Jasmine Whitbread as Director  For       For          Management
13    Elect Karen Richardson as Director      For       For          Management
14    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors

15    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
16    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
17    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
18    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
19    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
20    Approve EU Political Donations and      For       For          Management
      Expenditure


CENTERPOINT ENERGY, INC.

Ticker: CNP Security ID: 15189T107 Meeting Date: APR 25, 2013 Meeting Type: Annual Record Date: FEB 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Milton Carroll           For       For          Management
1b    Elect Director Michael P. Johnson       For       For          Management
1c    Elect Director Janiece M. Longoria      For       For          Management
1d    Elect Director David M. McClanahan      For       For          Management
1e    Elect Director Susan O. Rheney          For       For          Management
1f    Elect Director R. A. Walker             For       For          Management
1g    Elect Director Peter S. Wareing         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


CENTRICA PLC

Ticker: CNA Security ID: G2018Z143 Meeting Date: MAY 13, 2013 Meeting Type: Annual Record Date: MAY 09, 2013

#     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    Re-elect Lesley Knox as Director        For       For          Management
11    Re-elect Nick Luff as Director          For       For          Management
12    Re-elect Ian Meakins as Director        For       For          Management
13    Re-elect Paul Rayner as Director        For       For          Management
14    Re-elect Chris Weston as Director       For       For          Management
15    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors

16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Authorise EU Political Donations and    For       For          Management
      Expenditure
18    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
20    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
21    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


CMS ENERGY CORPORATION

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 17, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jon E. Barfield          For       For          Management
1.2   Elect Director Stephen E. Ewing         For       For          Management
1.3   Elect Director Richard M. Gabrys        For       For          Management
1.4   Elect Director William D. Harvey        For       For          Management
1.5   Elect Director David W. Joos            For       For          Management
1.6   Elect Director Philip R. Lochner, Jr.   For       For          Management
1.7   Elect Director Michael T. Monahan       For       For          Management
1.8   Elect Director John G. Russell          For       For          Management
1.9   Elect Director Kenneth L. Way           For       For          Management
1.10  Elect Director Laura H. Wright          For       For          Management
1.11  Elect Director John B. Yasinsky         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

3     Ratify Auditors                         For       For          Management


CONSOLIDATED EDISON, INC.

Ticker: ED Security ID: 209115104 Meeting Date: MAY 20, 2013 Meeting Type: Annual

Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin Burke              For       For          Management
1.2   Elect Director Vincent A. Calarco       For       For          Management
1.3   Elect Director George Campbell, Jr.     For       For          Management
1.4   Elect Director Gordon J. Davis          For       For          Management
1.5   Elect Director Michael J. Del Giudice   For       For          Management
1.6   Elect Director Ellen V. Futter          For       For          Management
1.7   Elect Director John F. Hennessy, III    For       For          Management
1.8   Elect Director John F. Killian          For       For          Management
1.9   Elect Director Eugene R. McGrath        For       For          Management
1.10  Elect Director Sally H. Pinero          For       For          Management
1.11  Elect Director Michael W. Ranger        For       For          Management
1.12  Elect Director L. Frederick Sutherland  For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

5     Cease CEO Compensation Benchmarking     Against   Against      Shareholder
      Policy


CROWN CASTLE INTERNATIONAL CORP.

Ticker: CCI Security ID: 228227104 Meeting Date: MAY 23, 2013 Meeting Type: Annual Record Date: MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Edward C. Hutcheson, Jr. For       For          Management
1b    Elect Director J. Landis Martin         For       For          Management
1c    Elect Director W. Benjamin Moreland     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Declassify the Board of Directors       For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


DOMINION RESOURCES, INC.

Ticker: D Security ID: 25746U109 Meeting Date: MAY 03, 2013 Meeting Type: Annual

Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William P. Barr          For       For          Management
1.2   Elect Director Peter W. Brown           For       For          Management
1.3   Elect Director Helen E. Dragas          For       For          Management
1.4   Elect Director James O. Ellis, Jr.      For       For          Management
1.5   Elect Director Thomas F. Farrell, II    For       For          Management
1.6   Elect Director John W. Harris           For       For          Management
1.7   Elect Director Robert S. Jepson, Jr.    For       For          Management
1.8   Elect Director Mark J. Kington          For       For          Management
1.9   Elect Director Pamela J. Royal          For       For          Management
1.10  Elect Director Robert H. Spilman, Jr.   For       For          Management
1.11  Elect Director Michael E. Szymanczyk    For       For          Management
1.12  Elect Director David A. Wollard         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

4     Provide Right to Call Special Meeting   For       For          Management
5     Report on Coal Use from Mountaintop     Against   Against      Shareholder
      Removal Mining

6     Include Sustainability as a             Against   Against      Shareholder
      Performance Measure for Senior
      Executive Compensation
7     Minimize Pool Storage of Spent Nuclear  Against   Against      Shareholder
      Fuel
8     Report on Financial Risks of Climate    Against   Against      Shareholder
      Change


DTE ENERGY COMPANY

Ticker:       DTE            Security ID:  233331107
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gerard M. Anderson       For       For          Management
1.2   Elect Director David A. Brandon         For       For          Management
1.3   Elect Director Charles G. McClure, Jr.  For       For          Management
1.4   Elect Director Gail J. McGovern         For       For          Management
1.5   Elect Director James B. Nicholson       For       For          Management
1.6   Elect Director Charles W. Pryor, Jr.    For       For          Management
1.7   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 Report on Political Contributions Against For Shareholder


E.ON SE

Ticker: EOAN Security ID: D24914133 Meeting Date: MAY 03, 2013 Meeting Type: Annual Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2012
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.10 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2012
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2012
5a    Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors for Fiscal 2013
5b    Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors for the Inspection of the
      Abbreviated Financial Statements for
      the First Half of Fiscal 2013
6a    Elect Denise Kingsmill to the           For       For          Management
      Supervisory Board
6b    Elect Ulrich Lehner to the Supervisory  For       Against      Management
      Board
6c    Elect Rene Obermann to the Supervisory  For       For          Management
      Board
6d    Elect Karen de Segundo to the           For       For          Management
      Supervisory Board
6e    Elect Theo Siegert to the Supervisory   For       For          Management
      Board
6f    Elect Werner Wenning to the             For       For          Management
      Supervisory Board
7     Approve Remuneration System for         For       For          Management
      Management Board Members
8     Approve Remuneration of Supervisory     For       For          Management
      Board


ENBRIDGE INC.

Ticker: ENB Security ID: 29250N105 Meeting Date: MAY 08, 2013 Meeting Type: Annual

Record Date:  MAR 14, 2013

#     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 J. Herb England          For       For          Management
1.5   Elect Director Charles W. Fischer       For       For          Management
1.6   Elect Director V. Maureen Kempston      For       For          Management
      Darkes

1.7   Elect Director David A. Leslie          For       For          Management
1.8   Elect Director Al Monaco                For       For          Management
1.9   Elect Director George K. Petty          For       For          Management
1.10  Elect Director Charles E. Shultz        For       For          Management
1.11  Elect Director Dan C. Tutcher           For       For          Management
1.12  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


EUTELSAT COMMUNICATIONS

Ticker: ETL Security ID: F3692M128 Meeting Date: NOV 08, 2012 Meeting Type: Annual/Special Record Date: NOV 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports

2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
4     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1 per Share
5     Subject to Approval of Item 17,         For       For          Management
      Reelect Jean-Martin Folz as Director
6     Subject to Approval of Item 17,         For       For          Management
      Reelect Bertrand Mabille as Director
7     Subject to Approval of Item 17,         For       For          Management
      Reelect Fonds Strategique d
      Investissement as Director
8     Subject to Approval of Item 17,         For       For          Management
      Reelect Olivier Rozenfeld as Director
9     Subject to Approval of Item 17,         For       For          Management
      Reelect Jean-Paul Brillaud as Director
10    Reelect Lord John Birt as Director      For       For          Management
11    Subject to Approval of Item 17,         For       For          Management
      Reelect Michel de Rosen as Director

12    Subject to Approval of Item 17,         For       For          Management
      Reelect Carole Piwnica as Director
13    Subject to Approval of Item 17, Elect   For       For          Management
      Meriem Bensalah Chaqroun as Director
14    Subject to Approval of Item 17, Elect   For       For          Management
      Elisabetta Oliveri as Director
15    Authorize Repurchase of Up to 10        For       Against      Management
      Percent of Issued Share Capital
16    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
17    Amend Article15 of Bylaws Re:           For       For          Management
      Directors' Length of Mandates
18    Amend Article 21 of Bylaws Re: Proxy    For       For          Management
      Voting
19    Remove Articles 28 and 29 of Bylaws     For       For          Management
      Re: Filing of Required Documents/Other
      Formalities; Signatories
20    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


FERROVIAL SA

Ticker: FER Security ID: E49512119 Meeting Date: MAR 21, 2013 Meeting Type: Annual

Record Date:  MAR 14, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated and Standalone     For       For          Management
      Financial Statements

2.1   Approve Allocation of Income            For       For          Management
2.2   Approve Dividends                       For       For          Management
3     Approve Discharge of Board              For       For          Management
4     Renew Appointment of Deloitte as        For       For          Management
      Auditor

5.1   Reelect Rafael del Pino y Calvo-Sotelo  For       Against      Management
      as Director
5.2   Reelect Santiago Bergareche Busquet as  For       Against      Management
      Director
5.3   Reelect Joaquin Ayuso Garcia as         For       Against      Management
      Director
5.4   Reelect Inigo Meiras Amusco as Director For       For          Management
5.5   Reelect Jaime Carvajal Urquijo as       For       Against      Management
      Director

5.6   Reelect Portman Baela SL as Director    For       Against      Management
5.7   Reelect Juan Arena de la Mora as        For       Against      Management
      Director

5.8   Reelect Gabriele Burgio as Director     For       For          Management
5.9   Reelect Maria del Pino y Calvo-Sotelo   For       Against      Management
      as Director

5.10  Reelect Santiago Fernandez Valbuenaas   For       For          Management
      Director
5.11  Reelect Jose Fernando Sanchez-Junco     For       For          Management
      Mans as Director
5.12  Reelect Karlovy SL as Director          For       Against      Management
6.1   Approve 2013-2015 Restricted Stock      For       Against      Management
      Plan for Executive Directors

6.2   Approve 2013-2015 Restricted Stock      For       Against      Management
      Plan for Senior Management
7     Authorize Share Repurchase Program      For       For          Management
8     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions

9     Advisory Vote on Remuneration Policy    For       Against      Management
      Report
10    Receive Amendments to Board of          None      None         Management
      Directors' Regulations
11    Information on Issuance of Convertible  None      None         Management
      Securities as Agreed at EGM on Oct.
      22, 2009


FIRSTENERGY CORP.

Ticker: FE Security ID: 337932107 Meeting Date: MAY 21, 2013 Meeting Type: Annual

Record Date:  MAR 22, 2013

#     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 Director Julia L. Johnson         For       For          Management
1.8   Elect Director Ted 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     Reduce Supermajority Vote Requirement   For       For          Management
5     Cease CEO Compensation Benchmarking     Against   Against      Shareholder
      Policy

6     Submit SERP to Shareholder Vote         Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors

9 Provide Right to Act by Written Consent Against Against Shareholder


FLUGHAFEN ZUERICH AG

Ticker: FHZN Security ID: H26552101 Meeting Date: APR 18, 2013 Meeting Type: Annual

Record Date:

#     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       Against      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       Against      Management
6.3   Reelect Kaspar Schiller as Director     For       For          Management
6.4   Reelect Andreas Schmid as Director      For       Against      Management
6.5   Reelect 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


FRAPORT AG FRANKFURT AIRPORT SERVICES WORLDWIDE

Ticker: FRA Security ID: D3856U108 Meeting Date: MAY 31, 2013 Meeting Type: Annual Record Date: MAY 09, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2012
      (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 2012
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2012
5     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors for Fiscal 2013
6.1   Elect Uwe Becker to the Supervisory     For       Against      Management
      Board
6.2   Elect Kathrin Dahnke to the             For       For          Management
      Supervisory Board
6.3   Elect Peter Feldmann to the             For       Against      Management
      Supervisory Board
6.4   Elect Margarete Haase to the            For       For          Management
      Supervisory Board
6.5   Elect Joerg-Uwe Hahn to the             For       Against      Management
      Supervisory Board
6.6   Elect Lothar Klemm to the Supervisory   For       For          Management
      Board
6.7   Elect Stefan Lauer to the Supervisory   For       Against      Management
      Board
6.8   Elect Michael Odenwald to the           For       Against      Management
      Supervisory Board
6.9   Elect Karlheinz Weimar to the           For       For          Management
      Supervisory Board
6.10  Elect Katja Windt to the Supervisory    For       For          Management
      Board
7     Approve Creation of EUR 3.5 Million     For       For          Management
      Pool of Capital without Preemptive
      Rights


KINDER MORGAN, INC.

Ticker: KMI Security ID: 49456B101 Meeting Date: MAY 07, 2013 Meeting Type: Annual

Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard D. Kinder        For       For          Management
1.2   Elect Director C. Park Shaper           For       For          Management
1.3   Elect Director Steven J. Kean           For       For          Management
1.4   Elect Director Anthony W. Hall, Jr.     For       For          Management
1.5   Elect Director Deborah A. Macdonald     For       For          Management
1.6   Elect Director Michael Miller           For       For          Management
1.7   Elect Director Michael C. Morgan        For       For          Management
1.8   Elect Director Fayez Sarofim            For       For          Management
1.9   Elect Director Joel V. Staff            For       For          Management
1.10  Elect Director John Stokes              For       For          Management
1.11  Elect Director Robert F. Vagt           For       For          Management
2     Ratify Auditors                         For       For          Management


KONINKLIJKE VOPAK NV

Ticker: VPK Security ID: N5075T159 Meeting Date: APR 24, 2013 Meeting Type: Annual Record Date: MAR 27, 2013

#     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 and          For       For          Management
      Statutory Reports
4     Receive Explanation on Company's        None      None         Management
      Reserves and Dividend Policy
5     Approve Dividends of EUR 0.88 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 R.G.M. Zwitserloot to           For       For          Management
      Supervisory Board

9     Approve Amendments to Remuneration      For       For          Management
      Policy for Management Board Members
10    Approve Remuneration of Supervisory     For       For          Management
      Board
11    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
12    Ratify PricewaterhouseCoopers           For       For          Management
      Accountants N.V. as Auditors
13    Other Business (Non-Voting)             None      None         Management
14    Close Meeting                           None      None         Management


NATIONAL GRID PLC

Ticker: NG. Security ID: G6375K151 Meeting Date: JUL 30, 2012 Meeting Type: Annual Record Date: JUL 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports

2     Approve Final Dividend                  For       For          Management
3     Elect Sir Peter Gershon as Director     For       For          Management
4     Re-elect Steve Holliday as Director     For       For          Management
5     Re-elect Andrew Bonfield as Director    For       For          Management
6     Re-elect Tom King as Director           For       For          Management
7     Re-elect Nick Winser as Director        For       For          Management
8     Re-elect Ken Harvey as Director         For       For          Management
9     Re-elect Linda Adamany as Director      For       For          Management
10    Re-elect Philip Aiken as Director       For       For          Management
11    Elect Nora Brownell as Director         For       For          Management
12    Elect Paul Golby as Director            For       For          Management
13    Elect Ruth Kelly as Director            For       For          Management
14    Re-elect Maria Richter as Director      For       For          Management
15    Re-elect George Rose 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    Approve Remuneration Report             For       For          Management
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 of Ordinary   For       For          Management
      Shares
22    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
23    Amend Articles of Association           For       For          Management


NEXTERA ENERGY, INC.

Ticker: NEE Security ID: 65339F101 Meeting Date: MAY 23, 2013 Meeting Type: Annual Record Date: MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sherry S. Barrat         For       For          Management
1b    Elect Director Robert M. Beall, II      For       For          Management
1c    Elect Director James L. Camaren         For       For          Management
1d    Elect Director Kenneth B. Dunn          For       For          Management
1e    Elect Director Lewis Hay, III           For       For          Management
1f    Elect Director Toni Jennings            For       For          Management
1g    Elect Director James L. Robo            For       For          Management
1h    Elect Director Rudy E. Schupp           For       For          Management
1i    Elect Director John L. Skolds           For       For          Management
1j    Elect Director William H. Swanson       For       For          Management
1k    Elect Director Michael H. Thaman        For       For          Management
1l    Elect Director Hansel E. Tookes, II     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

5     Minimize Pool Storage of Spent Nuclear  Against   Against      Shareholder
      Fuel


NIPPON TELEGRAPH & TELEPHONE CORP.

Ticker: 9432 Security ID: 654624105 Meeting Date: JUN 25, 2013 Meeting Type: Annual Record Date: MAR 28, 2013

# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 80


NISOURCE INC.

Ticker: NI Security ID: 65473P105 Meeting Date: MAY 14, 2013 Meeting Type: Annual

Record Date:  MAR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard A. Abdoo         For       For          Management
1.2   Elect Director Aristides S. Candris     For       For          Management
1.3   Elect Director Sigmund L. Cornelius     For       For          Management
1.4   Elect Director Michael E. Jesanis       For       For          Management
1.5   Elect Director Marty R. Kittrell        For       For          Management
1.6   Elect Director W. Lee Nutter            For       For          Management
1.7   Elect Director Deborah S. Parker        For       For          Management
1.8   Elect Director Robert C. Skaggs, Jr.    For       For          Management
1.9   Elect Director Teresa A. Taylor         For       For          Management
1.10  Elect Director Richard L. Thompson      For       For          Management
1.11  Elect Director Carolyn Y. Woo           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

4     Provide Right to Act by Written Consent Against   For          Shareholder
5     Adopt Compensation Benchmarking Policy  Against   Against      Shareholder


NORTHEAST UTILITIES

Ticker: NU Security ID: 664397106 Meeting Date: OCT 31, 2012 Meeting Type: Annual

Record Date:  SEP 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard H. Booth         For       For          Management
1.2   Elect Director John S. Clarkeson        For       For          Management
1.3   Elect Director Cotton M. Cleveland      For       For          Management
1.4   Elect Director Sanford Cloud, Jr.       For       For          Management
1.5   Elect Director James S. DiStasio        For       For          Management
1.6   Elect Director Francis A. Doyle         For       For          Management
1.7   Elect Director Charles K. Gifford       For       For          Management
1.8   Elect Director Paul A. La Camera        For       For          Management
1.9   Elect Director Kenneth R. Leibler       For       For          Management
1.10  Elect Director Thomas J. May            For       For          Management
1.11  Elect Director Charles W. Shivery       For       For          Management
1.12  Elect Director William C. Van Faasen    For       For          Management
1.13  Elect Director Frederica M. Williams    For       For          Management
1.14  Elect Director Dennis R. Wraase         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


NORTHEAST UTILITIES

Ticker: NU Security ID: 664397106 Meeting Date: MAY 01, 2013 Meeting Type: Annual

Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard H. Booth         For       For          Management
1.2   Elect Director John S. Clarkeson        For       For          Management
1.3   Elect Director Cotton M. Cleveland      For       For          Management
1.4   Elect Director Sanford Cloud, Jr.       For       For          Management
1.5   Elect Director James S. DiStasio        For       For          Management
1.6   Elect Director Francis A. Doyle         For       For          Management
1.7   Elect Director Charles K. Gifford       For       For          Management
1.8   Elect Director Paul A. La Camera        For       For          Management
1.9   Elect Director Kenneth R. Leibler       For       For          Management
1.10  Elect Director Thomas J. May            For       For          Management
1.11  Elect Director Charles W. Shivery       For       For          Management
1.12  Elect Director William C. Van Faasen    For       For          Management
1.13  Elect Director Frederica M. Williams    For       For          Management
1.14  Elect Director Dennis R. Wraase         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

3     Ratify Auditors                         For       For          Management


NORTHWEST NATURAL GAS COMPANY

Ticker:       NWN            Security ID:  667655104
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  APR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tod R. Hamachek          For       For          Management
1.2   Elect Director Jane L. Peverett         For       For          Management
1.3   Elect Director Kenneth Thrasher         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

3     Ratify Auditors                         For       For          Management


NV ENERGY, INC.

Ticker: NVE Security ID: 67073Y106 Meeting Date: MAY 08, 2013 Meeting Type: Annual Record Date: MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Joseph B. Anderson, Jr.  For       For          Management
1b    Elect Director Glenn C. Christenson     For       For          Management
1c    Elect Director Susan F. Clark           For       For          Management
1d    Elect Director Stephen E. Frank         For       For          Management
1e    Elect Director Brian J. Kennedy         For       For          Management
1f    Elect Director Maureen T. Mullarkey     For       For          Management
1g    Elect Director John F. O'Reilly         For       For          Management
1h    Elect Director Philip G. Satre          For       For          Management
1i    Elect Director Donald D. Snyder         For       For          Management
1j    Elect Director Michael W. Yackira       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Auditors                         For       For          Management


ONEOK, INC.

Ticker: OKE Security ID: 682680103 Meeting Date: MAY 22, 2013 Meeting Type: Annual

Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James C. Day             For       For          Management
1.2   Elect Director Julie H. Edwards         For       For          Management
1.3   Elect Director William L. Ford          For       For          Management
1.4   Elect Director John W. Gibson           For       For          Management
1.5   Elect Director Bert H. Mackie           For       For          Management
1.6   Elect Director Steven J. Malcolm        For       For          Management
1.7   Elect Director Jim W. Mogg              For       For          Management
1.8   Elect Director Pattye L. Moore          For       For          Management
1.9   Elect Director Gary D. Parker           For       For          Management
1.10  Elect Director Eduardo A. Rodriguez     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

5 Report on Methane Emissions Against Against Shareholder


PINNACLE WEST CAPITAL CORPORATION

Ticker: PNW Security ID: 723484101 Meeting Date: MAY 15, 2013 Meeting Type: Annual

Record Date:  MAR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edward N. Basha, Jr.     For       For          Management
1.2   Elect Director Donald E. Brandt         For       For          Management
1.3   Elect Director Susan Clark-Johnson      For       For          Management
1.4   Elect Director Denis A. Cortese         For       For          Management
1.5   Elect Director Michael L. Gallagher     For       For          Management
1.6   Elect Director Roy A. Herberger, Jr.    For       For          Management
1.7   Elect Director Dale E. Klein            For       For          Management
1.8   Elect Director Humberto S. Lopez        For       For          Management
1.9   Elect Director Kathryn L. Munro         For       For          Management
1.10  Elect Director Bruce J. Nordstrom       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

3     Ratify Auditors                         For       For          Management


QUESTAR CORPORATION

Ticker: STR Security ID: 748356102 Meeting Date: MAY 10, 2013 Meeting Type: Annual Record Date: MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Teresa Beck              For       For          Management
1b    Elect Director R. D. Cash               For       For          Management
1c    Elect Director Laurence M. Downes       For       For          Management
1d    Elect Director Christopher A. Helms     For       For          Management
1e    Elect Director Ronald W. Jibson         For       For          Management
1f    Elect Director Keith O. Rattie          For       For          Management
1g    Elect Director Harris H. Simmons        For       For          Management
1h    Elect Director Bruce A. Williamson      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan L. Boeckmann        For       For          Management
1.2   Elect Director James G. Brocksmith, Jr. For       For          Management
1.3   Elect Director William D. Jones         For       For          Management
1.4   Elect Director William G. Ouchi         For       For          Management
1.5   Elect Director Debra L. Reed            For       For          Management
1.6   Elect Director William C. Rusnack       For       For          Management
1.7   Elect Director William P. Rutledge      For       For          Management
1.8   Elect Director Lynn Schenk              For       For          Management
1.9   Elect Director Jack T. Taylor           For       For          Management
1.10  Elect Director Luis M. Tellez           For       For          Management
1.11  Elect Director James C. Yardley         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

4     Approve Omnibus Stock Plan              For       For          Management

5 Require Independent Board Chairman Against Against Shareholder


SES SA

Ticker: SESG Security ID: L8300G135 Meeting Date: APR 04, 2013 Meeting Type: Annual Record Date: MAR 21, 2013

#     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 2012 Activities Report  None      None         Management
4     Receive Explanations on Main            None      None         Management
      Developments during 2012 and
      Perspectives

5     Receive Information on 2012 Financial   None      None         Management
      Results
6     Receive Auditor's 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 0.97 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    Appoint PricewaterhouseCoopers as       For       For          Management
      Auditor

13    Approve Share Repurchase                For       For          Management
14.1  Elect Romain Bausch as Director         For       For          Management
14.2  Reelect Jacques Espinasse as Director   For       For          Management
14.3  Elect Tesga Gebreyes as Director        For       For          Management
14.4  Reelect Francois Tesch as Director      For       Against      Management
14.5  Elect Marc Colas as Director            For       For          Management

14.6 Reelect Jean-Claude Finck as Director For For Management
15 Approve Remuneration of Directors For For Management
16 Transact Other Business (Non-Voting) None None Management


SEVERN TRENT PLC

Ticker: SVT Security ID: G8056D159 Meeting Date: JUL 18, 2012 Meeting Type: Annual Record Date: JUL 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports

2     Approve Final Dividend                  For       For          Management
3     Approve Remuneration Report             For       For          Management
4     Re-elect Tony Ballance as Director      For       For          Management
5     Re-elect Bernard Bulkin as Director     For       For          Management
6     Re-elect Richard Davey as Director      For       For          Management
7     Re-elect Andrew Duff as Director        For       For          Management
8     Re-elect Gordon Fryett as Director      For       For          Management
9     Re-elect Martin Kane as Director        For       For          Management
10    Re-elect Martin Lamb as Director        For       For          Management
11    Re-elect Michael McKeon as Director     For       For          Management
12    Re-elect Baroness Noakes as Director    For       For          Management
13    Re-elect Andy Smith as Director         For       For          Management
14    Re-elect Tony Wray as Director          For       For          Management
15    Reappoint Deloitte LLP as Auditors      For       For          Management
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors

17    Authorise EU Political Donations and    For       For          Management
      Expenditure
18    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
20    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
21    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
22    Approve Special Dividend                For       For          Management
23    Approve Share Incentive Plan            For       For          Management


SINGAPORE TELECOMMUNICATIONS LTD.

Ticker: Z74 Security ID: Y79985209 Meeting Date: JUL 27, 2012 Meeting Type: Special Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Share Repurchase Program      For       For          Management
2     Adopt SingTel Performance Share Plan    For       For          Management
      2012

3     Approve Participation by Chua Sock      For       For          Management
      Koong in the SingTel Performance Share
      Plan


SINGAPORE TELECOMMUNICATIONS LTD.

Ticker: Z74 Security ID: Y79985209 Meeting Date: JUL 27, 2012 Meeting Type: Annual Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Adopt Financial Statements and          For       For          Management
      Directors' and Auditors' Reports

2     Declare Final Dividend of SGD 0.09 Per  For       For          Management
      Share
3     Reelect Chua Sock Koong as Director     For       For          Management
4     Reelect Fang Ai Lian as Director        For       For          Management
5     Reelect Kaikhushru Shiavax Nargolwala   For       For          Management
      as Director

6     Reelect Ong Peng Tsin as Director       For       For          Management
7     Reelect Bobby Chin Yoke Choong as       For       For          Management
      Director

8     Approve Directors' Fees for the Year    For       For          Management
      Ending March 31, 2013
9     Reappoint Auditors and Authorize Board  For       For          Management
      to Fix Their Remuneration
10    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities with or
      without Preemptive Rights
11    Approve Issuance of Shares and Grant    For       For          Management
      of Awards Pursuant to the SingTel
      Performance Share Plan


SP AUSNET

Ticker: SPN Security ID: Q8604X102 Meeting Date: JUL 19, 2012 Meeting Type: Annual Record Date: JUL 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
2a    Elect Eric Gwee Teck Hai as a Director  For       For          Management
2b    Elect Antonio Mario Iannello as a       For       For          Management
      Director

2c    Elect Ho Tian Yee as a Director         For       Against      Management
3     Approve the Adoption of the             For       For          Management
      Remuneration Report

4     Approve the Amendments to the           For       For          Management
      Company's Constitution
5     Approve the Increase in Aggregate       For       For          Management
      Remuneration of Non-Executive
      Directors from A$1.5 Million to A$2
      Million Per Annum
6     Approve the Issuance of Stapled         For       For          Management
      Securities for Singapore Law Purposes
      - Companies and Trust


SPECTRA ENERGY CORP

Ticker: SE Security ID: 847560109 Meeting Date: APR 30, 2013 Meeting Type: Annual Record Date: MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William T. Esrey         For       For          Management
1b    Elect Director Gregory L. Ebel          For       For          Management
1c    Elect Director Austin A. Adams          For       For          Management
1d    Elect Director Joseph Alvarado          For       For          Management
1e    Elect Director Pamela L. Carter         For       For          Management
1f    Elect Director F. Anthony Comper        For       For          Management
1g    Elect Director Peter B. Hamilton        For       For          Management
1h    Elect Director Dennis R. Hendrix        For       For          Management
1i    Elect Director Michael McShane          For       For          Management
1j    Elect Director Michael G. Morris        For       For          Management
1k    Elect Director Michael E.J. Phelps      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

4 Report on Lobbying Payments and Policy Against Against Shareholder
5 Report on Methane Emissions Against Against Shareholder


SYDNEY AIRPORT

Ticker: SYD Security ID: Q8808P103 Meeting Date: MAY 16, 2013 Meeting Type: Annual/Special Record Date: MAY 14, 2013

# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Michael Lee as a Director For For Management
2 Elect John Roberts as a Director For Against Management


TELUS CORPORATION

Ticker: T Security ID: 87971M103 Meeting Date: OCT 17, 2012 Meeting Type: Proxy Contest Record Date: SEP 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
      Management Proxy (White Card)           None
1     Approve Plan of Arrangement: Eliminate  For       For          Management
      Dual Class Share Structure
#     Proposal                                Diss Rec  Vote Cast    Sponsor
      Dissident Proxy (Blue Card)             None

1 Approve Plan of Arrangement: Eliminate Against Did Not Vote Management Dual Class Share Structure


TELUS CORPORATION

Ticker: T Security ID: 87971M103 Meeting Date: MAY 09, 2013 Meeting Type: Annual/Special

Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
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 Day            For       For          Management
1.7   Elect Director Darren Entwistle         For       For          Management
1.8   Elect Director Ruston (Rusty) E.T.      For       For          Management
      Goepel

1.9   Elect Director John S. Lacey            For       For          Management
1.10  Elect Director William (Bill) A.        For       For          Management
      MacKinnon

1.11  Elect Director John Manley              For       For          Management
1.12  Elect Director Donald Woodley           For       For          Management
2     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration

3     Advisory Vote on Executive              For       For          Management
      Compensation Approach
4a    Amend Articles: Eliminate Non-Voting    For       For          Management
      Shares and Increase Authorized Common
      Stock
4b    Amend Articles                          For       For          Management
5     Approve Shareholder Rights Plan         For       For          Management


TERNA SPA

Ticker: TRN Security ID: T9471R100 Meeting Date: MAY 14, 2013 Meeting Type: Annual/Special Record Date: MAY 03, 2013

#     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     Approve Remuneration Report             For       For          Management
1     Amend Company Bylaws Re: Articles 9     For       For          Management
      and 14.3


THE WILLIAMS COMPANIES, INC.

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan S. Armstrong        For       For          Management
1.2   Elect Director Joseph R. Cleveland      For       For          Management
1.3   Elect Director Kathleen B. Cooper       For       For          Management
1.4   Elect Director John A. Hagg             For       For          Management
1.5   Elect Director Juanita H. Hinshaw       For       For          Management
1.6   Elect Director Ralph Izzo               For       For          Management
1.7   Elect Director Frank T. MacInnis        For       For          Management
1.8   Elect Director Steven W. Nance          For       For          Management
1.9   Elect Director Murray D. Smith          For       For          Management
1.10  Elect Director Janice D. Stoney         For       For          Management
1.11  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


TRANSCANADA CORPORATION

Ticker: TRP Security ID: 89353D107 Meeting Date: APR 26, 2013 Meeting Type: Annual/Special

Record Date:  FEB 26, 2013

#     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 Paule Gauthier           For       For          Management
1.4   Elect Director Russell K. Girling       For       For          Management
1.5   Elect Director S. Barry Jackson         For       For          Management
1.6   Elect Director Paul L. Joskow           For       For          Management
1.7   Elect Director Paula Rosput Reynolds    For       For          Management
1.8   Elect Director Mary Pat Salomone        For       For          Management
1.9   Elect Director W. Thomas Stephens       For       For          Management
1.10  Elect Director D. Michael G. Stewart    For       For          Management
1.11  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     Amend Stock Option Plan                 For       For          Management
4     Approve Shareholder Rights Plan         For       For          Management
5     Advisory Vote on Executive              For       For          Management
      Compensation Approach


TRANSURBAN GROUP

Ticker: TCL Security ID: Q9194A106 Meeting Date: OCT 04, 2012 Meeting Type: Annual/Special Record Date: OCT 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
2a    Elect Ian Smith as a Director of        For       For          Management
      Transurban Holdings Limited and
      Transurban International Limited

2b    Elect Christine O'Reilly as a Director  For       For          Management
      of Transurban Holdings Limited and
      Transurban International Limited
2c    Elect Neil Chatfield as a Director of   For       For          Management
      Transurban Holdings Limited and
      Transurban International Limited
2d    Elect Robert Edgar as a Director of     For       For          Management
      Transurban Holdings Limited and
      Transurban International Limited
2e    Elect Rodney Slater as a Director of    For       For          Management
      Transurban Holdings Limited and
      Transurban International Limited
3     Approve the Adoption of the             For       For          Management
      Remuneration Report of Transurban
      Holdings Limited and Transurban
      International Limited
4     Approve the Grant of Up to 448,400      For       For          Management
      Performance Awards to Scott Charlton,
      CEO of the Company


UNITED UTILITIES GROUP PLC

Ticker: UU. Security ID: G92755100 Meeting Date: JUL 27, 2012 Meeting Type: Annual Record Date: JUL 25, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports

2     Approve Final Dividend                  For       For          Management
3     Approve Remuneration Report             For       For          Management
4     Re-elect Dr John McAdam as Director     For       For          Management
5     Re-elect Steve Mogford as Director      For       For          Management
6     Re-elect Russ Houlden as Director       For       For          Management
7     Re-elect Dr Catherine Bell as Director  For       For          Management
8     Re-elect Paul Heiden as Director        For       For          Management
9     Re-elect Nick Salmon as Director        For       For          Management
10    Elect Sara Weller as Director           For       For          Management
11    Reappoint KPMG Audit plc as Auditors    For       For          Management
12    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors

13    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
14    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
15    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
16    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
17    Authorise EU Political Donations and    For       For          Management
      Expenditure


VERIZON COMMUNICATIONS INC.

Ticker: VZ Security ID: 92343V104 Meeting Date: MAY 02, 2013 Meeting Type: Annual

Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard L. Carrion       For       For          Management
1.2   Elect Director Melanie L. Healey        For       For          Management
1.3   Elect Director M. Frances Keeth         For       For          Management
1.4   Elect Director Robert W. Lane           For       For          Management
1.5   Elect Director Lowell C. McAdam         For       For          Management
1.6   Elect Director Sandra O. Moose          For       For          Management
1.7   Elect Director Joseph Neubauer          For       For          Management
1.8   Elect Director Donald T. Nicolaisen     For       For          Management
1.9   Elect Director Clarence Otis, Jr.       For       For          Management
1.10  Elect Director Hugh B. Price            For       For          Management
1.11  Elect Director Rodney E. Slater         For       For          Management
1.12  Elect Director Kathryn A. Tesija        For       For          Management
1.13  Elect Director Gregory D. Wasson        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     Commit to Wireless Network Neutrality   Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Adopt Proxy Access Right                Against   Against      Shareholder
8     Submit Severance Agreement              Against   Against      Shareholder
      (Change-in-Control) to Shareholder Vote

9     Amend Articles/Bylaws/Charter- Call     Against   For          Shareholder
      Special Meetings

10 Provide Right to Act by Written Consent Against Against Shareholder


VINCI

Ticker: DG Security ID: F5879X108 Meeting Date: APR 16, 2013 Meeting Type: Annual/Special Record Date: APR 10, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept 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     Approve Stock Dividend Program (Cash    For       For          Management
      or Shares)
5     Reelect Michael Pragnell as Director    For       For          Management
6     Elect Yannick Assouad as Director       For       For          Management
7     Elect Graziella Gavezotti as Director   For       For          Management
8     Renew Appointment of Deloitte et        For       For          Management
      Associes as Auditor

9     Appoint KPMG Audit IS as Auditor        For       For          Management
10    Renew Appointment of BEAS Sarl as       For       For          Management
      Alternate Auditor

11    Appoint KPMG Audit ID as Alternate      For       For          Management
      Auditor
12    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
13    Approve Transaction with Vinci          For       For          Management
      Energies Re: Participation in Cegelec
      Entreprise
14    Approve Transaction with                For       Against      Management
      YTSeuropaconsultants Re: Consulting
      Services
15    Approve Transaction with Vinci          For       For          Management
      Deutschland
16    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
17    Authorize Capitalization of Reserves    For       For          Management
      for Bonus Issue or Increase in Par
      Value
18    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 300 Million
19    Authorize Issuance of Specific          For       For          Management
      Convertible Bonds without Preemptive
      Rights Named Oceane, up to an
      Aggregate Nominal Amount EUR 150
      Million
20    Approve Issuance of Convertible Bonds   For       For          Management
      without Preemptive Rights Other than
      Oceane, up to an Aggregate Nominal
      Amount EUR 150 Million
21    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
22    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
23    Approve Stock Purchase Plan Reserved    For       Against      Management
      for Employees of International
      Subsidiaries
24    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


VODAFONE GROUP PLC

Ticker: VOD Security ID: 92857W209 Meeting Date: JUL 24, 2012 Meeting Type: Annual Record Date: JUN 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports

2     Re-elect Gerard Kleisterlee as Director For       For          Management
3     Re-elect Vittorio Colao as Director     For       For          Management
4     Re-elect Andy Halford as Director       For       For          Management
5     Re-elect Stephen Pusey as Director      For       For          Management
6     Re-elect Renee James as Director        For       For          Management
7     Re-elect Alan Jebson as Director        For       For          Management
8     Re-elect Samuel Jonah as Director       For       For          Management
9     Re-elect Nick Land as Director          For       For          Management
10    Re-elect Anne Lauvergeon as Director    For       For          Management
11    Re-elect Luc Vandevelde as Director     For       For          Management
12    Re-elect Anthony Watson as Director     For       For          Management
13    Re-elect Philip Yea as Director         For       For          Management
14    Approve Final Dividend                  For       For          Management
15    Approve Remuneration Report             For       For          Management
16    Reappoint Deloitte LLP as Auditors      For       For          Management
17    Authorise the Audit and Risk Committee  For       For          Management
      to Fix Remuneration of Auditors

18    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
20    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
21    Authorise EU Political Donations and    For       For          Management
      Expenditure
22    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


WINDSTREAM CORPORATION

Ticker: WIN Security ID: 97381W104 Meeting Date: MAY 08, 2013 Meeting Type: Annual

Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carol B. Armitage        For       For          Management
1.2   Elect Director Samuel E. Beall, III     For       For          Management
1.3   Elect Director Dennis E. Foster         For       For          Management
1.4   Elect Director Francis X. ('Skip')      For       For          Management
      Frantz

1.5   Elect Director Jeffery R. Gardner       For       For          Management
1.6   Elect Director Jeffrey T. Hinson        For       For          Management
1.7   Elect Director Judy K. Jones            For       For          Management
1.8   Elect Director William A. Montgomery    For       For          Management
1.9   Elect Director Alan L. Wells            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

3     Ratify Auditors                         For       For          Management
4     Pro-rata Vesting of Equity Plans        Against   Against      Shareholder
5     Report on Political Contributions       Against   Against      Shareholder

6 Reduce Supermajority Vote Requirement Against Against Shareholder


WISCONSIN ENERGY CORPORATION

Ticker: WEC Security ID: 976657106 Meeting Date: MAY 02, 2013 Meeting Type: Annual

Record Date:  FEB 21, 2013

#     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 Curt S. Culver           For       For          Management
1.5   Elect Director Thomas J. Fischer        For       For          Management
1.6   Elect Director Gale E. Klappa           For       For          Management
1.7   Elect Director Henry W. Knueppel        For       For          Management
1.8   Elect Director Ulice Payne, Jr.         For       For          Management
1.9   Elect Director Mary Ellen Stanek        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


XCEL ENERGY INC.

Ticker: XEL Security ID: 98389B100 Meeting Date: MAY 22, 2013 Meeting Type: Annual Record Date: MAR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gail Koziara Boudreaux   For       For          Management
1b    Elect Director Fredric W. Corrigan      For       For          Management
1c    Elect Director Richard K. Davis         For       For          Management
1d    Elect Director Benjamin G.S. Fowke, III For       For          Management
1e    Elect Director Albert F. Moreno         For       For          Management
1f    Elect Director Richard T. O'Brien       For       For          Management
1g    Elect Director Christopher J.           For       For          Management
      Policinski

1h    Elect Director A. Patricia Sampson      For       For          Management
1i    Elect Director James J. Sheppard        For       For          Management
1j    Elect Director David A. Westerlund      For       For          Management
1k    Elect Director Kim Williams             For       For          Management
1l    Elect Director Timothy V. Wolf          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation

4 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 21, 2013

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