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: 811-05620

                         ZWEIG TOTAL RETURN FUND, INC.
              (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: 811-05620
Reporting Period: 07/01/2011 - 06/30/2012
Zweig Total Return Fund Inc









========================= Zweig Total Return Fund, Inc =========================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Alpern         For       For          Management
1.2   Elect Director Roxanne S. Austin        For       For          Management
1.3   Elect Director Sally E. Blount          For       For          Management
1.4   Elect Director W. James Farrell         For       For          Management
1.5   Elect Director Edward M. Liddy          For       For          Management
1.6   Elect Director Nancy McKinstry          For       Withhold     Management
1.7   Elect Director Phebe N. Novakovic       For       For          Management
1.8   Elect Director William A. Osborn        For       For          Management
1.9   Elect Director Samuel C. Scott, III     For       For          Management
1.10  Elect Director Glenn F. Tilton          For       For          Management
1.11  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Research Animal Care and      Against   Against      Shareholder
      Promotion of Testing Alternatives
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Adopt Anti Gross-up Policy              Against   For          Shareholder
8     Stock Retention/Holding Period          Against   For          Shareholder
9     Cease Compliance Adjustments to         Against   For          Shareholder
      Performance Criteria
10    Pro-rata Vesting of Equity Plans        Against   For          Shareholder


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ALASKA AIR GROUP, INC.

Ticker:       ALK            Security ID:  011659109
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William S. Ayer          For       For          Management
2     Elect Director Patricia M. Bedient      For       For          Management
3     Elect Director Marion C. Blakey         For       For          Management
4     Elect Director Phyllis J. Campbell      For       For          Management
5     Elect Director Jessie J. Knight, Jr.    For       For          Management
6     Elect Director R. Marc Langland         For       For          Management
7     Elect Director Dennis F. Madsen         For       For          Management
8     Elect Director Byron I. Mallott         For       For          Management
9     Elect Director J. Kenneth Thompson      For       For          Management
10    Elect Director Bradley D. Tilden        For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Stock Retention                         Against   For          Shareholder


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Elizabeth E. Bailey      For       For          Management
2     Elect Director Gerald L. Baliles        For       For          Management
3     Elect Director Martin J. Barrington     For       For          Management
4     Elect Director John T. Casteen III      For       For          Management
5     Elect Director Dinyar S. Devitre        For       For          Management
6     Elect Director Thomas F. Farrell II     For       For          Management
7     Elect Director Thomas W. Jones          For       For          Management
8     Elect Director W. Leo Kiely III         For       For          Management
9     Elect Director Kathryn B. McQuade       For       For          Management
10    Elect Director George Munoz             For       For          Management
11    Elect Director Nabil Y. Sakkab          For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Report on Lobbying Payments and Policy  Against   For          Shareholder


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Jeffrey P. Bezos         For       For          Management
2     Elect Director Tom A. Alberg            For       For          Management
3     Elect Director John Seely Brown         For       For          Management
4     Elect Director William B. Gordon        For       For          Management
5     Elect Director Jamie S. Gorelick        For       For          Management
6     Elect Director Blake G. Krikorian       For       For          Management
7     Elect Director Alain Monie              For       For          Management
8     Elect Director Jonathan J. Rubinstein   For       For          Management
9     Elect Director Thomas O. Ryder          For       For          Management
10    Elect Director Patricia Q. Stonesifer   For       For          Management
11    Ratify Auditors                         For       For          Management
12    Amend Omnibus Stock Plan                For       For          Management
13    Report on Climate Change                Against   For          Shareholder
14    Report on Political Contributions       Against   For          Shareholder


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  DEC 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       For          Management
1.2   Elect Director Timothy D. Cook          For       For          Management
1.3   Elect Director Millard S. Drexler       For       For          Management
1.4   Elect Director Al Gore                  For       For          Management
1.5   Elect Director Robert A. Iger           For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur D. Levinson       For       For          Management
1.8   Elect Director Ronald D. Sugar          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Conflict of Interest Report     Against   Against      Shareholder
5     Advisory Vote to Ratify Directors'      Against   Against      Shareholder
      Compensation
6     Report on Political Contributions       Against   Against      Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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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   For          Shareholder
16    Commit to Wireless Network Neutrality   Against   Against      Shareholder
17    Require Independent Board Chairman      Against   For          Shareholder


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AUTOZONE, INC.

Ticker:       AZO            Security ID:  053332102
Meeting Date: DEC 14, 2011   Meeting Type: Annual
Record Date:  OCT 17, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William C. Crowley       For       For          Management
2     Elect Director Sue E. Gove              For       For          Management
3     Elect Director Earl G. Graves, Jr.      For       For          Management
4     Elect Director Robert R. Grusky         For       For          Management
5     Elect Director J. R. Hyde, III          For       For          Management
6     Elect Director W. Andrew McKenna        For       For          Management
7     Elect Director George R. Mrkonic, Jr.   For       For          Management
8     Elect Director Luis P. Nieto            For       For          Management
9     Elect Director William C. Rhodes, III   For       For          Management
10    Ratify Auditors                         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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BANK OF AMERICA CORPORATION

Ticker:       BAC            Security ID:  060505104
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mukesh D. Ambani         For       For          Management
2     Elect Director Susan S. Bies            For       For          Management
3     Elect Director Frank P. Bramble, Sr.    For       For          Management
4     Elect Director Virgis W. Colbert        For       For          Management
5     Elect Director Charles K. Gifford       For       For          Management
6     Elect Director Charles O. Holliday, Jr. For       For          Management
7     Elect Director Monica C. Lozano         For       For          Management
8     Elect Director Thomas J. May            For       For          Management
9     Elect Director Brian T. Moynihan        For       For          Management
10    Elect Director Donald E. Powell         For       For          Management
11    Elect Director Charles O. Rossotti      For       Against      Management
12    Elect Director Robert W. Scully         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Ratify Auditors                         For       For          Management
15    Disclose Prior Government Service       Against   Against      Shareholder
16    Report on Lobbying Payments and Policy  Against   For          Shareholder
17    Stock Retention/Holding Period          Against   For          Shareholder
18    Require Audit Committee Review and      Against   Against      Shareholder
      Report on Controls Related to Loans,
      Foreclosure and Securitizations
19    Prohibit Political Contributions        Against   Against      Shareholder


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BIOGEN IDEC INC.

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 08, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Caroline D. Dorsa        For       For          Management
2     Elect Director Stelios Papadopoulos     For       For          Management
3     Elect Director George A. Scangos        For       For          Management
4     Elect Director Lynn Schenk              For       For          Management
5     Elect Director Alexander J. Denner      For       For          Management
6     Elect Director Nancy L. Leaming         For       For          Management
7     Elect Director Richard C. Mulligan      For       For          Management
8     Elect Director Robert W. Pangia         For       For          Management
9     Elect Director Brian S. Posner          For       For          Management
10    Elect Director Eric K. Rowinsky         For       For          Management
11    Elect Director Stephen A. Sherwin       For       For          Management
12    Elect Director William D. Young         For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Adopt the Jurisdiction of               For       Against      Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
16    Provide Right to Call Special Meeting   For       For          Management


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BRISTOL-MYERS SQUIBB COMPANY

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lamberto Andreotti       For       For          Management
2     Elect Director Lewis B. Campbell        For       For          Management
3     Elect Director James M. Cornelius       For       For          Management
4     Elect Director Louis J. Freeh           For       For          Management
5     Elect Director Laurie H. Glimcher       For       For          Management
6     Elect Director Michael Grobstein        For       For          Management
7     Elect Director Alan J. Lacy             For       For          Management
8     Elect Director Vicki L. Sato            For       For          Management
9     Elect Director Elliott Sigal            For       For          Management
10    Elect Director Gerald L. Storch         For       For          Management
11    Elect Director Togo D. West, Jr.        For       For          Management
12    Elect Director R. Sanders Williams      For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Approve Omnibus Stock Plan              For       For          Management
16    Provide for Cumulative Voting           Against   For          Shareholder
17    Report on Research Animal Care and      Against   Against      Shareholder
      Promotion of Testing Alternatives
18    Provide Right to Act by Written Consent Against   For          Shareholder


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CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director  David L. Calhoun        For       For          Management
1.2   Elect Director Daniel M. Dickinson      For       For          Management
1.3   Elect Director Eugene V. Fife           For       For          Management
1.4   Elect Director Juan Gallardo            For       For          Management
1.5   Elect Director David R. Goode           For       For          Management
1.6   Elect Director Jesse J. Greene, Jr.     For       For          Management
1.7   Elect Director Jon M. Huntsman, Jr.     For       For          Management
1.8   Elect Director Peter A. Magowan         For       For          Management
1.9   Elect Director Dennis A. Muilenburg     For       For          Management
1.10  Elect Director Douglas R. Oberhelman    For       For          Management
1.11  Elect Director William A. Osborn        For       For          Management
1.12  Elect Director Charles D. Powell        For       For          Management
1.13  Elect Director Edward B. Rust, Jr.      For       For          Management
1.14  Elect Director Susan C. Schwab          For       For          Management
1.15  Elect Director Joshua I. Smith          For       For          Management
1.16  Elect Director Miles D. White           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     Amend Advance Notice Provisions for     For       For          Management
      Shareholder Proposals/Nominations
6     Report on Political Contributions       Against   Against      Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
8     Review and Assess Human Rights Policies Against   For          Shareholder
9     Provide Right to Act by Written Consent Against   For          Shareholder


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CENTURYLINK, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2     Increase Authorized Common Stock        For       For          Management
3.1   Elect Director Fred R. Nichols          For       For          Management
3.2   Elect Director Harvey P. Perry          For       For          Management
3.3   Elect Director Laurie A. Siegel         For       For          Management
3.4   Elect Director Joseph R. Zimmel         For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Performance-Based and/or Time-Based     Against   For          Shareholder
      Equity Awards
7     Adopt Policy on Bonus Banking           Against   For          Shareholder
8     Report on Political Contributions       Against   For          Shareholder


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CF INDUSTRIES HOLDINGS, INC.

Ticker:       CF             Security ID:  125269100
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen A. Furbacher     For       Withhold     Management
1.2   Elect Director John D. Johnson          For       Withhold     Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       Against   For          Shareholder
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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CHESAPEAKE ENERGY CORPORATION

Ticker:       CHK            Security ID:  165167107
Meeting Date: JUN 08, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard K. Davidson      For       Withhold     Management
1.2   Elect Director V. Burns Hargis          For       Withhold     Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Approve Executive Incentive Bonus Plan  For       Against      Management
6     Ratify Auditors                         For       For          Management
7     Reincorporate in Another State [from    Against   For          Shareholder
      Oklahoma to Delaware]
8     Report on Lobbying Payments and Policy  Against   For          Shareholder
9     Reduce Supermajority Vote Requirement   Against   For          Shareholder
10    Adopt Proxy Access Right                Against   For          Shareholder


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Linnet F. Deily          For       For          Management
2     Elect Director Robert E. Denham         For       For          Management
3     Elect Director Chuck Hagel              For       For          Management
4     Elect Director Enrique Hernandez, Jr.   For       For          Management
5     Elect Director George L. Kirkland       For       For          Management
6     Elect Director Charles W. Moorman, IV   For       For          Management
7     Elect Director Kevin W. Sharer          For       For          Management
8     Elect Director John G. Stumpf           For       For          Management
9     Elect Director Ronald D. Sugar          For       For          Management
10    Elect Director Carl Ware                For       For          Management
11    Elect Director John S. Watson           For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Remove Exclusive Venue Provision        Against   For          Shareholder
15    Require Independent Board Chairman      Against   For          Shareholder
16    Report on Lobbying Payments and Policy  Against   For          Shareholder
17    Adopt Guidelines for Country Selection  Against   For          Shareholder
18    Report on Hydraulic Fracturing Risks    Against   For          Shareholder
      to Company
19    Report on Accident Risk Reduction       Against   Against      Shareholder
      Efforts
20    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
21    Request Director Nominee with           Against   For          Shareholder
      Environmental Qualifications


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CITIGROUP INC.

Ticker:       C              Security ID:  172967424
Meeting Date: APR 17, 2012   Meeting Type: Annual
Record Date:  FEB 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Franz B. Humer           For       For          Management
2     Elect Director Robert L. Joss           For       For          Management
3     Elect Director Michael E. O'Neill       For       For          Management
4     Elect Director Vikram S. Pandit         For       For          Management
5     Elect Director Lawrence R. Ricciardi    For       For          Management
6     Elect Director Judith Rodin             For       For          Management
7     Elect Director Robert L. Ryan           For       For          Management
8     Elect Director Anthony M. Santomero     For       For          Management
9     Elect Director Joan E. Spero            For       For          Management
10    Elect Director Diana L. Taylor          For       For          Management
11    Elect Director William S. Thompson, Jr. For       For          Management
12    Elect Director Ernesto Zedillo Ponce    For       For          Management
      de Leon
13    Ratify Auditors                         For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
16    Disclose Prior Government Service       Against   Against      Shareholder
17    Report on Political Contributions and   Against   Against      Shareholder
      Lobbying Expenditures
18    Stock Retention/Holding Period          Against   For          Shareholder
19    Require Audit Committee Review and      Against   Against      Shareholder
      Report on Controls Related to Loans,
      Foreclosure and Securitizations


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CITRIX SYSTEMS, INC.

Ticker:       CTXS           Security ID:  177376100
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Thomas F. Bogan          For       For          Management
2     Elect Director Nanci E. Caldwell        For       For          Management
3     Elect Director Gary E. Morin            For       For          Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CLIFFS NATURAL RESOURCES INC.

Ticker:       CLF            Security ID:  18683K101
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Joseph A. Carrabba       For       For          Management
2     Elect Director Susan M. Cunningham      For       For          Management
3     Elect Director Barry J. Eldridge        For       For          Management
4     Elect Director Andres R. Gluski         For       For          Management
5     Elect Director Susan M. Green           For       For          Management
6     Elect Director Janice K. Henry          For       For          Management
7     Elect Director James F. Kirsch          For       For          Management
8     Elect Director Francis R. McAllister    For       For          Management
9     Elect Director Richard K. Riederer      For       For          Management
10    Elect Director Richard A. Ross          For       For          Management
11    Permit Board to Amend Bylaws Without    For       For          Management
      Shareholder Consent
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Approve Omnibus Stock Plan              For       For          Management
14    Approve Executive Incentive Bonus Plan  For       For          Management
15    Ratify Auditors                         For       For          Management


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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  MAR 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth J. Bacon         For       For          Management
1.2   Elect Director Sheldon M. Bonovitz      For       For          Management
1.3   Elect Director Joseph J. Collins        For       Withhold     Management
1.4   Elect Director J. Michael Cook          For       For          Management
1.5   Elect Director Gerald L. Hassell        For       Withhold     Management
1.6   Elect Director Jeffrey A. Honickman     For       For          Management
1.7   Elect Director Eduardo G. Mestre        For       For          Management
1.8   Elect Director Brian L. Roberts         For       For          Management
1.9   Elect Director Ralph J. Roberts         For       For          Management
1.10  Elect Director Johnathan A. Rodgers     For       For          Management
1.11  Elect Director Judith Rodin             For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
5     Restore or Provide for Cumulative       Against   For          Shareholder
      Voting
6     Require Independent Board Chairman      Against   For          Shareholder
7     Stock Retention/Holding Period          Against   For          Shareholder
8     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote


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CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Armitage      For       For          Management
2     Elect Director Richard H. Auchinleck    For       For          Management
3     Elect Director James E. Copeland, Jr.   For       For          Management
4     Elect Director Kenneth M. Duberstein    For       For          Management
5     Elect Director Ruth R. Harkin           For       For          Management
6     Elect Director Ryan M. Lance            For       For          Management
7     Elect Director Mohd H. Marican          For       For          Management
8     Elect Director Harold W. McGraw, III    For       For          Management
9     Elect Director James J. Mulva           For       For          Management
10    Elect Director Robert A. Niblock        For       For          Management
11    Elect Director Harald J. Norvik         For       For          Management
12    Elect Director William K. Reilly        For       For          Management
13    Elect Director Victoria J. Tschinkel    For       For          Management
14    Elect Director Kathryn C. Turner        For       For          Management
15    Elect Director William E. Wade, Jr.     For       For          Management
16    Ratify Auditors                         For       For          Management
17    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
18    Adopt Policy to Address Coastal         Against   Against      Shareholder
      Louisiana Environmental Impacts
19    Report on Accident Risk Reduction       Against   Against      Shareholder
      Efforts
20    Report on Lobbying Payments and Policy  Against   For          Shareholder
21    Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations
22    Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Gender Identity


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CONTINENTAL RESOURCES, INC.

Ticker:       CLR            Security ID:  212015101
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ellis L. 'Lon' McCain    For       For          Management
1.2   Elect Director Mark E. Monroe           For       Withhold     Management
1.3   Elect Director Edward T. Schafer        For       For          Management
2     Ratify Auditors                         For       For          Management


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CUMMINS INC.

Ticker:       CMI            Security ID:  231021106
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director N. Thomas Linebarger     For       For          Management
2     Elect Director William I. Miller        For       For          Management
3     Elect Director Alexis M. Herman         For       For          Management
4     Elect Director Georgia R. Nelson        For       For          Management
5     Elect Director Carl Ware                For       For          Management
6     Elect Director Robert K. Herdman        For       For          Management
7     Elect Director Robert J. Bernhard       For       For          Management
8     Elect Director Franklin R. Chang Diaz   For       For          Management
9     Elect Director Stephen B. Dobbs         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Ratify Auditors                         For       For          Management
12    Approve Omnibus Stock Plan              For       For          Management
13    Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
14    Provide Right to Call Special Meeting   For       For          Management


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DARDEN RESTAURANTS, INC.

Ticker:       DRI            Security ID:  237194105
Meeting Date: SEP 22, 2011   Meeting Type: Annual
Record Date:  JUL 29, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Leonard L. Berry         For       For          Management
1.2   Elect Director Odie C. Donald           For       For          Management
1.3   Elect Director Christopher J. Fraleigh  For       For          Management
1.4   Elect Director Victoria D. Harker       For       For          Management
1.5   Elect Director David H. Hughes          For       For          Management
1.6   Elect Director Charles A. Ledsinger Jr  For       For          Management
1.7   Elect Director William M. Lewis, Jr.    For       For          Management
1.8   Elect Director Senator Connie Mack III  For       For          Management
1.9   Elect Director Andrew H. Madsen         For       For          Management
1.10  Elect Director Clarence Otis, Jr.       For       For          Management
1.11  Elect Director Michael D. Rose          For       For          Management
1.12  Director Maria A. Sastre                For       For          Management
2     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management


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

DEERE & COMPANY

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 29, 2012   Meeting Type: Annual
Record Date:  DEC 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Crandall C. Bowles       For       For          Management
2     Elect Director Vance D. Coffman         For       For          Management
3     Elect Director Charles O. Holliday, Jr. For       For          Management
4     Elect Director Dipak C. Jain            For       For          Management
5     Elect Director Clayton M. Jones         For       For          Management
6     Elect Director Joachim Milberg          For       For          Management
7     Elect Director Richard B. Myers         For       For          Management
8     Elect Director Thomas H. Patrick        For       For          Management
9     Elect Director Sherry M. Smith          For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Approve Non-Employee Director           For       For          Management
      Restricted Stock Plan
12    Ratify Auditors                         For       For          Management


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

DUKE ENERGY CORPORATION

Ticker:       DUK            Security ID:  26441C105
Meeting Date: AUG 23, 2011   Meeting Type: Special
Record Date:  JUL 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reverse Stock Split             For       For          Management
2     Issue Shares in Connection with         For       For          Management
      Acquisition
3     Adjourn Meeting                         For       For          Management


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

DUKE ENERGY CORPORATION

Ticker:       DUK            Security ID:  26441C105
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Barnet, III      For       For          Management
1.2   Elect Director G. Alex Bernhardt, Sr.   For       For          Management
1.3   Elect Director Michael G. Browning      For       For          Management
1.4   Elect Director Daniel R. DiMicco        For       For          Management
1.5   Elect Director John H. Forsgren         For       For          Management
1.6   Elect Director Ann Maynard Gray         For       For          Management
1.7   Elect Director James H. Hance, Jr.      For       For          Management
1.8   Elect Director E. James Reinsch         For       For          Management
1.9   Elect Director James T. Rhodes          For       For          Management
1.10  Elect Director James E. Rogers          For       For          Management
1.11  Elect Director Philip R. Sharp          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     Report on Financial Risks of Coal       Against   Against      Shareholder
      Reliance
6     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

E. I. DU PONT DE NEMOURS AND COMPANY

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lamberto Andreotti       For       For          Management
2     Elect Director Richard H. Brown         For       For          Management
3     Elect Director Robert A. Brown          For       For          Management
4     Elect Director Bertrand P. Collomb      For       For          Management
5     Elect Director Curtis J. Crawford       For       For          Management
6     Elect Director Alexander M. Cutler      For       For          Management
7     Elect Director Eleuthere I. Du Pont     For       For          Management
8     Elect Director Marillyn A. Hewson       For       For          Management
9     Elect Director Lois D. Juliber          For       For          Management
10    Elect Director Ellen J. Kullman         For       For          Management
11    Elect Director Lee M. Thomas            For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Require Independent Board Chairman      Against   For          Shareholder
15    Report on Pay Disparity                 Against   Against      Shareholder


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

ELI LILLY AND COMPANY

Ticker:       LLY            Security ID:  532457108
Meeting Date: APR 16, 2012   Meeting Type: Annual
Record Date:  FEB 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director K. Baicker               For       For          Management
2     Elect Director J. E. Fyrwald            For       For          Management
3     Elect Director E. R. Marram             For       For          Management
4     Elect Director D. R. Oberhelman         For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Declassify the Board of Directors       For       For          Management
8     Reduce Supermajority Vote Requirement   For       For          Management
9     Adopt Policy for Engagement With        Against   For          Shareholder
      Proponents of Shareholder Proposals
      Supported by a Majority Vote
10    Report on Research Animal Care and      Against   Against      Shareholder
      Promotion of Testing Alternatives


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

EXPRESS SCRIPTS HOLDING COMPANY

Ticker:       ESRX           Security ID:  30219G108
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary G. Benanav          For       For          Management
2     Elect Director Maura C. Breen           For       For          Management
3     Elect Director William J. Delaney       For       For          Management
4     Elect Director Nicholas J. Lahowchic    For       For          Management
5     Elect Director Thomas P. Mac Mahon      For       For          Management
6     Elect Director Frank Mergenthaler       For       For          Management
7     Elect Director Woodrow A. Myers, Jr.    For       For          Management
8     Elect Director John O. Parker, Jr.      For       For          Management
9     Election Of Director: George Paz        For       For          Management
10    Election Of Director: Myrtle S. Potter  For       For          Management
11    Elect Director William L. Roper         For       For          Management
12    Elect Director Samuel K. Skinner        For       For          Management
13    Elect Director Seymour Sternberg        For       For          Management
14    Ratify Auditors                         For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Report on Political Contributions       Against   For          Shareholder
17    Provide Right to Act by Written Consent Against   For          Shareholder


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

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       Against      Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Report on Coal Combustion Waste Hazard  Against   For          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   For          Shareholder


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

FOSTER WHEELER AG

Ticker:       FWLT           Security ID:  H27178104
Meeting Date: AUG 02, 2011   Meeting Type: Special
Record Date:  JUN 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Roberto Quarta as Director        For       For          Management
2     Elect John M. Malcolm as Director       For       For          Management
3     Broadridge note: IN THE EVENT           For       Abstain      Management
      COUNTERPROPOSALS, ALTERATIONS OR
      AMENDMENTS OF THE AGENDA ITEMS OR
      OTHER MATTERS ARE RAISED AT THE ANNUAL
      GENERAL MEETING, I INSTRUCT THE
      APPOINTED PROXIES TO VOTE AS FOLLOWS.


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

FOSTER WHEELER AG

Ticker:       FWLT           Security ID:  H27178104
Meeting Date: NOV 01, 2011   Meeting Type: Special
Record Date:  SEP 07, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect J. Kent Masters as Director       For       For          Management
2     Elect Henri Philippe Reichstul as       For       For          Management
      Director
3     Broadridge note: IN THE EVENT           For       Abstain      Management
      COUNTERPROPOSALS, ALTERATIONS OR
      AMENDMENTS OF THE AGENDA ITEMS OR
      OTHER MATTERS ARE RAISED AT THE
      EXTRAORDINARY GENERAL MEETING, I
      INSTRUCT THE APPOINTED PROXIES TO VOTE
      AS FOLLOWS


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

FOSTER WHEELER AG

Ticker:       FWLT           Security ID:  H27178104
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 06, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Umberto della Sala as Director    For       For          Management
2     Elect J. Kent Masters as Director       For       For          Management
3     Elect Roberto Quarta as Director        For       For          Management
4     Elect Maureen B. Tart-Bezer as Director For       For          Management
5     Ratify PricewaterhouseCoopers AG as     For       For          Management
      Auditors
6     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Independent Registered Public
      Accounting Firm
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Accept Financial Statements and         For       For          Management
      Statutory Reports
9     Approve Discharge of Board and Senior   For       For          Management
      Management
10    Approve CHF 51,721,260 Reduction in     For       For          Management
      Share Capital via Cancellation of
      Repurchased Shares
11    Authorize Share Repurchase Program and  For       Against      Management
      Cancellation of Repurchased Shares
12    Broadridge note: IN THE EVENT           For       Abstain      Management
      COUNTERPROPOSALS, ALTERATIONS OR
      AMENDMENTS OF THE AGENDA ITEMS OR
      OTHER MATTERS ARE RAISED AT THE
      EXTRAORDINARY GENERAL MEETING, I
      INSTRUCT THE APPOINTED PROXIES TO VOTE
      AS FOLLOWS


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

FREEPORT-MCMORAN COPPER & GOLD INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 14, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Adkerson      For       For          Management
1.2   Elect Director Robert J. Allison, Jr.   For       For          Management
1.3   Elect Director Robert A. Day            For       For          Management
1.4   Elect Director Gerald J. Ford           For       For          Management
1.5   Elect Director H. Devon Graham, Jr.     For       For          Management
1.6   Elect Director Charles C. Krulak        For       For          Management
1.7   Elect Director Bobby Lee Lackey         For       For          Management
1.8   Elect Director Jon C. Madonna           For       For          Management
1.9   Elect Director Dustan E. McCoy          For       For          Management
1.10  Elect Director James R. Moffett         For       For          Management
1.11  Elect Director B. M. Rankin, Jr.        For       For          Management
1.12  Elect Director Stephen H. Siegele       For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Request Director Nominee with           Against   For          Shareholder
      Environmental Qualifications


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Cogan            For       For          Management
1.2   Elect Director Etienne F. Davignon      For       For          Management
1.3   Elect Director James M. Denny           For       For          Management
1.4   Elect Director Carla A. Hills           For       For          Management
1.5   Elect Director Kevin E. Lofton          For       For          Management
1.6   Elect Director John W. Madigan          For       For          Management
1.7   Elect Director John C. Martin           For       For          Management
1.8   Elect Director Gordon E. Moore          For       For          Management
1.9   Elect Director Nicholas G. Moore        For       For          Management
1.10  Elect Director Richard J. Whitley       For       For          Management
1.11  Elect Director Gayle E. Wilson          For       For          Management
1.12  Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder
5     Submit Shareholder Rights Plan (Poison  Against   For          Shareholder
      Pill) to Shareholder Vote


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

H. J. HEINZ COMPANY

Ticker:       HNZ            Security ID:  423074103
Meeting Date: AUG 30, 2011   Meeting Type: Annual
Record Date:  JUN 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William R. Johnson       For       For          Management
2     Elect Director Charles E. Bunch         For       For          Management
3     Elect Director Leonard S. Coleman, Jr.  For       For          Management
4     Elect Director John G. Drosdick         For       For          Management
5     Elect Director Edith E. Holiday         For       For          Management
6     Elect Director Candace Kendle           For       For          Management
7     Elect Director Dean R. O'Hare           For       For          Management
8     Elect Director Nelson Peltz             For       For          Management
9     Elect Director Dennis H. Reilley        For       For          Management
10    Elect Director Lynn C. Swann            For       For          Management
11    Elect Director Thomas J. Usher          For       For          Management
12    Elect Director Michael F. Weinstein     For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

HALLIBURTON COMPANY

Ticker:       HAL            Security ID:  406216101
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alan M. Bennett          For       For          Management
2     Elect Director James R. Boyd            For       For          Management
3     Elect Director Milton Carroll           For       For          Management
4     Elect Director Nance K. Dicciani        For       For          Management
5     Elect Director Murry S. Gerber          For       For          Management
6     Elect Director S. Malcolm Gillis        For       For          Management
7     Elect Director Abdallah S. Jum'ah       For       For          Management
8     Elect Director David J. Lesar           For       For          Management
9     Elect Director Robert A. Malone         For       For          Management
10    Elect Director J. Landis Martin         For       For          Management
11    Elect Director Debra L. Reed            For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Amend Omnibus Stock Plan                For       For          Management


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

HCP, INC.

Ticker:       HCP            Security ID:  40414L109
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James F. Flaherty, III   For       For          Management
2     Elect Director Christine N. Garvey      For       For          Management
3     Elect Director David B. Henry           For       For          Management
4     Elect Director Lauralee E. Martin       For       For          Management
5     Elect Director Michael D. McKee         For       For          Management
6     Elect Director Peter L. Rhein           For       For          Management
7     Elect Director Kenneth B. Roath         For       For          Management
8     Elect Director Joseph P. Sullivan       For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Charlene Barshefsky      For       For          Management
2     Elect Director Andy D. Bryant           For       For          Management
3     Elect Director Susan L. Decker          For       For          Management
4     Elect Director John J. Donahoe          For       For          Management
5     Elect Director Reed E. Hundt            For       For          Management
6     Elect Director Paul S. Otellini         For       For          Management
7     Elect Director James D. Plummer         For       For          Management
8     Elect Director David S. Pottruck        For       For          Management
9     Elect Director Frank D. Yeary           For       For          Management
10    Elect Director David B. Yoffie          For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote


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

INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alain J.P. Belda         For       For          Management
2     Elect Director William R. Brody         For       For          Management
3     Elect Director Kenneth I. Chenault      For       For          Management
4     Elect Director Michael L. Eskew         For       For          Management
5     Elect Director David N. Farr            For       For          Management
6     Elect Director Shirley Ann Jackson      For       For          Management
7     Elect Director Andrew N. Liveris        For       For          Management
8     Elect Director W. James McNerney, Jr.   For       For          Management
9     Elect Director James W. Owens           For       For          Management
10    Elect Director Samuel J. Palmisano      For       For          Management
11    Elect Director Virginia M. Rometty      For       For          Management
12    Elect Director Joan E. Spero            For       For          Management
13    Elect Director Sidney Taurel            For       For          Management
14    Elect Director Lorenzo H. Zambrano      For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Provide for Cumulative Voting           Against   For          Shareholder
18    Report on Political Contributions       Against   Against      Shareholder
19    Report on Lobbying Expenses             Against   Against      Shareholder


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Sue Coleman         For       For          Management
2     Elect Director James G. Cullen          For       For          Management
3     Elect Director Ian E.l. Davis           For       For          Management
4     Elect Director Alex Gorsky              For       For          Management
5     Elect Director Michael M.e. Johns       For       For          Management
6     Elect Director Susan L. Lindquist       For       For          Management
7     Elect Director Anne M. Mulcahy          For       For          Management
8     Elect Director Leo F. Mullin            For       For          Management
9     Elect Director William D. Perez         For       For          Management
10    Elect Director Charles Prince           For       For          Management
11    Elect Director David Satcher            For       For          Management
12    Elect Director William C. Weldon        For       For          Management
13    Elect Director Ronald A. Williams       For       For          Management
14    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
15    Approve Omnibus Stock Plan              For       For          Management
16    Ratify Auditors                         For       For          Management
17    Require Independent Board Chairman      Against   For          Shareholder
18    Require Shareholder Vote to Approve     Against   Against      Shareholder
      Political Contributions
19    Adopt Animal-Free Training Methods      Against   Against      Shareholder


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James A. Bell            For       For          Management
2     Elect Director Crandall C. Bowles       For       For          Management
3     Elect Director Stephen B. Burke         For       For          Management
4     Elect Director David M. Cote            For       For          Management
5     Elect Director James S. Crown           For       For          Management
6     Elect Director James Dimon              For       For          Management
7     Elect Director Timothy P. Flynn         For       For          Management
8     Elect Director Ellen V. Futter          For       For          Management
9     Elect Director Laban P. Jackson, Jr.    For       For          Management
10    Elect Director Lee R. Raymond           For       For          Management
11    Elect Director William C. Weldon        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Affirm Political Non-Partisanship       Against   Against      Shareholder
15    Require Independent Board Chairman      Against   For          Shareholder
16    Report on Loan Modifications            Against   Against      Shareholder
17    Report on Political Contributions       Against   Against      Shareholder
18    Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
19    Provide Right to Act by Written Consent Against   For          Shareholder
20    Stock Retention                         Against   For          Shareholder


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

KIMBERLY-CLARK CORPORATION

Ticker:       KMB            Security ID:  494368103
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John R. Alm              For       For          Management
2     Elect Director John F. Bergstrom        For       For          Management
3     Elect Director Abelardo E. Bru          For       For          Management
4     Elect Director Robert W. Decherd        For       For          Management
5     Elect Director Thomas J. Falk           For       For          Management
6     Elect Director Fabian T. Garcia         For       For          Management
7     Elect Director Mae C. Jemison, M.D.     For       For          Management
8     Elect Director James M. Jenness         For       For          Management
9     Elect Director Nancy J. Karch           For       For          Management
10    Elect Director Ian C. Read              For       For          Management
11    Elect Director Linda Johnson Rice       For       For          Management
12    Elect Director Marc J. Shapiro          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LEGGETT & PLATT, INCORPORATED

Ticker:       LEG            Security ID:  524660107
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert E. Brunner        For       For          Management
2     Elect Director Ralph W. Clark           For       For          Management
3     Elect Director R. Ted Enloe, III        For       For          Management
4     Elect Director Richard T. Fisher        For       For          Management
5     Elect Director Matthew C. Flanigan      For       For          Management
6     Elect Director Karl G. Glassman         For       For          Management
7     Elect Director Ray A. Griffith          For       For          Management
8     Elect Director David S. Haffner         For       For          Management
9     Elect Director Joseph W. McClanathan    For       For          Management
10    Elect Director Judy C. Odom             For       For          Management
11    Elect Director Maurice E. Purnell, Jr.  For       For          Management
12    Elect Director Phoebe A. Wood           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Amend Omnibus Stock Plan                For       For          Management
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
16    Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity


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

LINCOLN NATIONAL CORPORATION

Ticker:       LNC            Security ID:  534187109
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director George W. Henderson, III For       For          Management
2     Elect Director Eric G. Johnson          For       For          Management
3     Elect Director M. Leanne Lachman        For       For          Management
4     Elect Director Isaiah Tidwell           For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LOCKHEED MARTIN CORPORATION

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Nolan D. Archibald       For       For          Management
2     Elect Director Rosalind G. Brewer       For       For          Management
3     Elect Director David B. Burritt         For       For          Management
4     Elect Director James O. Ellis, Jr.      For       For          Management
5     Elect Director Thomas J. Falk           For       For          Management
6     Elect Director Gwendolyn S. King        For       For          Management
7     Elect Director James M. Loy             For       For          Management
8     Elect Director Douglas H. McCorkindale  For       For          Management
9     Elect Director Joseph W. Ralston        For       For          Management
10    Elect Director Anne Stevens             For       For          Management
11    Elect Director Robert J. Stevens        For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Require Independent Board Chairman      Against   For          Shareholder


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

LULULEMON ATHLETICA INC.

Ticker:       LULU           Security ID:  550021109
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Christine M. Day         For       For          Management
1.2   Elect Director Martha A.M. (Marti)      For       For          Management
      Morfitt
1.3   Elect Director Rhoda M. Pitcher         For       For          Management
1.4   Elect Director Emily White              For       For          Management
1.5   Elect Director Jerry Stritzke           For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Ratify Auditors                         For       For          Management


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

MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ajay Banga               For       For          Management
2     Elect Director David R. Carlucci        For       For          Management
3     Elect Director Steven J. Freiberg       For       For          Management
4     Elect Director Richard Haythornthwaite  For       For          Management
5     Elect Director Marc Olivie              For       For          Management
6     Elect Director Rima Qureshi             For       For          Management
7     Elect Director Mark Schwartz            For       For          Management
8     Elect Director Jackson P. Tai           For       For          Management
9     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
10    Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan
11    Amend Omnibus Stock Plan                For       For          Management
12    Ratify Auditors                         For       For          Management


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

MCDONALD'S CORPORATION

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert A. Eckert         For       For          Management
2     Elect Director Enrique Hernandez, Jr.   For       For          Management
3     Elect Director Jeanne P. Jackson        For       For          Management
4     Elect Director Andrew J. Mckenna        For       For          Management
5     Elect Director Donald Thompson          For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Approve Omnibus Stock Plan              For       For          Management
8     Declassify the Board of Directors       For       For          Management
9     Provide Right to Call Special Meeting   For       For          Management
10    Ratify Auditors                         For       For          Management
11    Report on Policy Responses to           Against   Against      Shareholder
      Children's Health Concerns and Fast
      Food


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

MEADWESTVACO CORPORATION

Ticker:       MWV            Security ID:  583334107
Meeting Date: APR 23, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael E. Campbell      For       For          Management
2     Elect Director  Thomas W. Cole, Jr.     For       For          Management
3     Elect Director James G. Kaiser          For       For          Management
4     Elect Director Richard B. Kelson        For       For          Management
5     Elect Director James M. Kilts           For       For          Management
6     Elect Director Susan J. Kropf           For       For          Management
7     Elect Director Douglas S. Luke          For       For          Management
8     Elect Director John A. Luke, Jr.        For       For          Management
9     Elect Director Gracia C. Martore        For       For          Management
10    Elect Director Timothy H. Powers        For       For          Management
11    Elect Director Jane L. Warner           For       For          Management
12    Elect Director Alan D. Wilson           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MONSANTO COMPANY

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 24, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Directors Janice L. Fields        For       For          Management
2     Elect Directors Hugh Grant              For       For          Management
3     Elect Directors C. Steven McMillan      For       For          Management
4     Elect Directors Robert J. Stevens       For       For          Management
5     Ratify Auditors                         For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Amend Omnibus Stock Plan                For       For          Management
8     Report on Risk of Genetically           Against   Against      Shareholder
      Engineered Products


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

NEW YORK COMMUNITY BANCORP, INC.

Ticker:       NYB            Security ID:  649445103
Meeting Date: JUN 07, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Maureen E. Clancy        For       Withhold     Management
1.2   Elect Director Hanif Dahya              For       For          Management
1.3   Elect Director Joseph R. Ficalora       For       For          Management
1.4   Elect Director James J. O'Donovan       For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

NUCOR CORPORATION

Ticker:       NUE            Security ID:  670346105
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Clayton C. Daley, Jr.    For       For          Management
1.2   Elect Director John J. Ferriola         For       For          Management
1.3   Elect Director Harvey B. Gantt          For       For          Management
1.4   Elect Director Bernard L. Kasriel       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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

OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Spencer Abraham          For       For          Management
2     Elect Director Howard I. Atkins         For       For          Management
3     Elect Director Stephen I. Chazen        For       For          Management
4     Elect Director Edward P. Djerejian      For       For          Management
5     Elect Director John E. Feick            For       For          Management
6     Elect Director Margaret M. Foran        For       For          Management
7     Elect Director Carlos M. Gutierrez      For       For          Management
8     Elect Director Ray R. Irani             For       For          Management
9     Elect Director Avedick B. Poladian      For       For          Management
10    Elect Director Aziz D. Syriani          For       For          Management
11    Elect Director Rosemary Tomich          For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Ratify Auditors                         For       For          Management
14    Request Director Nominee with           Against   Against      Shareholder
      Environmental Qualifications


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

PAPA JOHN'S INTERNATIONAL, INC.

Ticker:       PZZA           Security ID:  698813102
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Philip Guarascio         For       For          Management
2     Elect Director Olivia F. Kirtley        For       For          Management
3     Elect Director W. Kent Taylor           For       For          Management
4     Ratify Auditors                         For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PAYCHEX, INC.

Ticker:       PAYX           Security ID:  704326107
Meeting Date: OCT 11, 2011   Meeting Type: Annual
Record Date:  AUG 12, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director B. Thomas Golisano       For       For          Management
2     Elect Director Joseph G. Doody          For       For          Management
3     Elect Director David J. S. Flaschen     For       For          Management
4     Elect Director Phillip Horsley          For       For          Management
5     Elect Director Grant M. Inman           For       For          Management
6     Elect Director Pamela A. Joseph         For       For          Management
7     Elect Director Martin Mucci             For       For          Management
8     Elect Director Joseph M. Tucci          For       For          Management
9     Elect Director Joseph M. Velli          For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
11    Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
12    Ratify Auditors                         For       For          Management


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Shona L. Brown           For       For          Management
2     Elect Director Ian M. Cook              For       For          Management
3     Elect Director Dina Dublon              For       For          Management
4     Elect Director Victor J. Dzau           For       For          Management
5     Elect Director Ray L. Hunt              For       For          Management
6     Elect Director Alberto Ibarguen         For       For          Management
7     Elect Director Indra K. Nooyi           For       For          Management
8     Elect Director Sharon Percy Rockefeller For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Lloyd G. Trotter         For       For          Management
11    Elect Director Daniel Vasella           For       For          Management
12    Elect Director Alberto Weisser          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Amend Omnibus Stock Plan                For       For          Management
16    Report on Lobbying Payments and Policy  Against   Against      Shareholder
17    Establish Risk Oversight Committee      Against   Against      Shareholder
18    Require Independent Board Chairman      Against   For          Shareholder


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

PETROLEO BRASILEIRO SA-PETROBRAS

Ticker:       PETR4          Security ID:  71654V408
Meeting Date: AUG 23, 2011   Meeting Type: Special
Record Date:  AUG 09, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Ratify Alternate Director Miriam        For       For          Management
      Aparecida Belchior as Director Until
      Next General Meeting to Fill Director
      Vacancy
2     Amend Articles 18, 19, 21, 22, 25, 28,  For       For          Management
      and 39 Re: Board Size, Procedures
      Applicable to Employee Board
      Representative, Clarify Chairman's
      Casting Vote


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

PETROLEO BRASILEIRO SA-PETROBRAS

Ticker:       PETR4          Security ID:  71654V408
Meeting Date: DEC 19, 2011   Meeting Type: Special
Record Date:  DEC 01, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Agreement to Absorb FAFEN       For       For          Management
      ENERGIA
2     Approve Agreement to Absorb TERMORIO    For       For          Management
3     Approve Agreement to Absorb UTE JUIZ    For       For          Management
      DE FORA
4     Appoint KPMG Auditores Independentes    For       For          Management
      to Appraise Proposed Absorptions
5     Approve Independent Firm's Appraisal    For       For          Management
      of FAFEN ENERGIA
6     Approve Independent Firm's Appraisal    For       For          Management
      of TERMORIO
7     Approve Independent Firm's Appraisal    For       For          Management
      of UTE JUIZ DE FORA
8     Approve Absorption of FAFEN ENERGIA     For       For          Management
9     Approve Absorption of TERMORIO          For       For          Management
10    Approve Absorption of UTE JUIZ DE FORA  For       For          Management
11    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
12    Elect Josue Christiano Gomes da Silva   For       For          Management
      as Director


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

PETROLEO BRASILEIRO SA-PETROBRAS

Ticker:       PETR4          Security ID:  71654V408
Meeting Date: JAN 27, 2012   Meeting Type: Special
Record Date:  JAN 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Appoint Independent Firm to Appraise    For       For          Management
      Proposed Spin-Off
1.2   Approve Independent Firm's Appraisal    For       For          Management
1.3   Approve Agreement to Spin Off BRK       For       For          Management
      Investimentos Petroquimicos S.A.
1.4   Approve  Spin Off of BRK Investimentos  For       For          Management
      Petroquimicos S.A.
2.1   Appoint Independent Firm to Appraise    For       For          Management
      Proposed Absorption
2.2   Approve Independent Firm's Appraisal    For       For          Management
2.3   Approve Agreement to Absorb Petrobras   For       For          Management
      Quimica S.A.
2.4   Approve Absorption of Petrobras         For       For          Management
      Quimica S.A.


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

PETROLEO BRASILEIRO SA-PETROBRAS

Ticker:       PETR4          Security ID:  71654V408
Meeting Date: FEB 28, 2012   Meeting Type: Special
Record Date:  FEB 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles Re: Increase the Number  For       For          Management
      of Executive Directors
2     Elect Maria das Gracas Silva Foster as  For       For          Management
      Director


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

PETROLEO BRASILEIRO SA-PETROBRAS

Ticker:       PETR4          Security ID:  71654V408
Meeting Date: MAR 19, 2012   Meeting Type: Annual/Special
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports for Fiscal Year
      Ended Dec. 31, 2011
2     Approve Capital Budget for Upcoming     For       For          Management
      Fiscal Year
3     Approve Allocation of Income and        For       For          Management
      Dividends
4a    Elect Directors Appointed by            For       For          Management
      Controlling Shareholder
4b    Elect Directors Appointed by Minority   For       For          Management
      Shareholders
5     Elect Board Chairman                    For       For          Management
6a    Elect Fiscal Council Members and        For       For          Management
      Alternates Appointed by Controlling
      Shareholder
6b    Elect Fiscal Council Members and        For       For          Management
      Alternates Appointed by Minority
      Shareholders
7     Approve Remuneration of Executive       For       For          Management
      Officers, Non-Executive Directors, and
      Fiscal Council Members
1     Authorize Capitalization of Reserves    For       For          Management
      Without Issuance of New Shares


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 06, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barbara T. Alexander     For       For          Management
1.2   Elect Director Stephen M. Bennett       For       For          Management
1.3   Elect Director Donald G. Cruickshank    For       For          Management
1.4   Elect Director Raymond V. Dittamore     For       For          Management
1.5   Elect Director Thomas W. Horton         For       For          Management
1.6   Elect Director Paul E. Jacobs           For       For          Management
1.7   Elect Director Robert E. Kahn           For       For          Management
1.8   Elect Director Sherry Lansing           For       For          Management
1.9   Elect Director Duane A. Nelles          For       For          Management
1.10  Elect Director Francisco Ros            For       For          Management
1.11  Elect Director Brent Scowcroft          For       For          Management
1.12  Elect Director Marc I. Stern            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Eliminate Provision Relating to         For       For          Management
      Plurality Voting for the Election of
      Directors


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

SANDISK CORPORARTION

Ticker:       SNDK           Security ID:  80004C101
Meeting Date: JUN 12, 2012   Meeting Type: Annual
Record Date:  APR 18, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Michael E. Marks         For       For          Management
2     Elect Director Kevin DeNuccio           For       For          Management
3     Elect Director Irwin Federman           For       For          Management
4     Elect Director Steven J. Gomo           For       For          Management
5     Elect Director Eddy W. Hartenstein      For       For          Management
6     Elect Director Chenming Hu              For       For          Management
7     Elect Director Catherine P. Lego        For       For          Management
8     Elect Director Sanjay Mehrotra          For       For          Management
9     Ratify Auditors                         For       For          Management
10    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  FEB 22, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Peter L.S. Currie        For       For          Management
1.2   Elect Director Tony Isaac               For       For          Management
1.3   Elect Director K. Vaman Kamath          For       For          Management
1.4   Elect Director Paal Kibsgaard           For       For          Management
1.5   Elect Director Nikolay Kudryavtsev      For       For          Management
1.6   Elect Director Adrian Lajous            For       For          Management
1.7   Elect Director Michael E. Marks         For       For          Management
1.8   Elect Director Elizabeth Moler          For       For          Management
1.9   Elect Director Lubna S. Olayan          For       For          Management
1.10  Elect Director Leo Rafael Reif          For       For          Management
1.11  Elect Director Tore I. Sandvold         For       For          Management
1.12  Elect Director Henri Seydoux            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Adopt and Approve Financials and        For       For          Management
      Dividends
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan


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

TEMPLETON DRAGON FUND, INC.

Ticker:       TDF            Security ID:  88018T101
Meeting Date: MAY 25, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ann Torre Bates          For       For          Management
1.2   Elect Director David W. Niemiec         For       For          Management
1.3   Elect Director Frank A. Olson           For       For          Management
1.4   Elect Director Robert E. Wade           For       For          Management
2     Ratify Auditors                         For       For          Management


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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lloyd C. Blankfein       For       For          Management
2     Elect Director M. Michele Burns         For       For          Management
3     Elect Director Gary D. Cohn             For       For          Management
4     Elect Director Claes Dahlback           For       For          Management
5     Elect Director Stephen Friedman         For       For          Management
6     Elect Director William W. George        For       For          Management
7     Elect Director James A. Johnson         For       For          Management
8     Elect Director Lakshmi N. Mittal        For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Debora L. Spar           For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Provide for Cumulative Voting           Against   For          Shareholder
14    Stock Retention/Holding Period          Against   For          Shareholder
15    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


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

TOTAL SA

Ticker:       FP             Security ID:  89151E109
Meeting Date: MAY 11, 2012   Meeting Type: Annual/Special
Record Date:  APR 03, 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 Allocation of Income and        For       For          Management
      Dividends of EUR 2.28 per Share
4     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
5     Reelect Christophe de Margerie as       For       Against      Management
      Director
6     Reelect Patrick Artus as Director       For       For          Management
7     Reelect Bertrand Collomb as Director    For       For          Management
8     Reelect Anne Lauvergeon as Director     For       For          Management
9     Reelect Michel Pebereau as Director     For       Against      Management
10    Ratify Appointment of Gerard Lamarche   For       For          Management
      as Director
11    Elect Anne-Marie Idrac as Director      For       For          Management
12    Approve Severance Payment Agreement     For       Against      Management
      with Christophe de Margerie
13    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 2.5 Billion
      and/or Authorize Capitalization of
      Reserves for Bonus Issue or Increase
      in Par Value
14    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 850 Million
15    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Under Item 14
16    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for Future
      Acquisitions
17    Approve Employee Stock Purchase Plan    For       For          Management
18    Approve Stock Purchase Plan Reserved    For       For          Management
      for Employees of International
      Subsidiaries
19    Approve Reduction in Share Capital via  For       For          Management
      Cancellation of Repurchased Shares
A     Approve Additional Indicators to        Against   Against      Shareholder
      Include in the Information Provided on
      Corporate Executive Officers
      Remuneration
B     Allow Loyalty Dividends to Long-Term    Against   Against      Shareholder
      Registered Shareholders


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

UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Andrew H. Card, Jr.      For       For          Management
2     Elect Director Erroll B. Davis, Jr.     For       For          Management
3     Elect Director Thomas J. Donohue        For       For          Management
4     Elect Director Archie W. Dunham         For       For          Management
5     Elect Director Judith Richards Hope     For       For          Management
6     Elect Director Charles C. Krulak        For       For          Management
7     Elect Director Michael R. McCarthy      For       For          Management
8     Elect Director Michael W. McConnell     For       For          Management
9     Elect Director Thomas F. McLarty, III   For       For          Management
10    Elect Director Steven R. Rogel          For       For          Management
11    Elect Director Jose H. Villarreal       For       For          Management
12    Elect Director James R. Young           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Report on Lobbying Payments and Policy  Against   For          Shareholder
16    Stock Retention                         Against   For          Shareholder


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

UNITED CONTINENTAL HOLDINGS, INC.

Ticker:       UAL            Security ID:  910047109
Meeting Date: JUN 12, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carolyn Corvi            For       For          Management
1.2   Elect Director Jane C. Garvey           For       For          Management
1.3   Elect Director Walter Isaacson          For       For          Management
1.4   Elect Director Henry L. Meyer Iii       For       For          Management
1.5   Elect Director Oscar Munoz              For       For          Management
1.6   Elect Director Laurence E. Simmons      For       For          Management
1.7   Elect Director Jeffery A. Smisek        For       For          Management
1.8   Elect Director Glenn F. Tilton          For       For          Management
1.9   Elect Director David J. Vitale          For       For          Management
1.10  Elect Director John H. Walker           For       For          Management
1.11  Elect Director Charles A. Yamarone      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 04, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director William C. Ballard, Jr.  For       For          Management
2     Elect Director Richard T. Burke         For       For          Management
3     Elect Director Robert J. Darretta       For       For          Management
4     Elect Director Stephen J. Hemsley       For       For          Management
5     Elect Director Michele J. Hooper        For       For          Management
6     Elect Director Rodger A. Lawson         For       For          Management
7     Elect Director Douglas W. Leatherdale   For       For          Management
8     Elect Director Glenn M. Renwick         For       For          Management
9     Elect Director Kenneth I. Shine         For       For          Management
10    Elect Director Gail R. Wilensky         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Ratify Auditors                         For       For          Management
13    Report on Lobbying Payments and Policy  Against   For          Shareholder


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

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   For          Shareholder
16    Performance-Based and/or Time-Based     Against   For          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


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 31, 2012   Meeting Type: Annual
Record Date:  DEC 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary P. Coughlan         For       For          Management
2     Elect Director Mary B. Cranston         For       For          Management
3     Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
4     Elect Director Robert W. Matschullat    For       For          Management
5     Elect Director Cathy E. Minehan         For       For          Management
6     Elect Director Suzanne Nora Johnson     For       For          Management
7     Elect Director David J. Pang            For       For          Management
8     Elect Director Joseph W. Saunders       For       For          Management
9     Elect Director William S. Shanahan      For       For          Management
10    Elect Director John A. Swainson         For       For          Management
11    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
12    Amend Omnibus Stock Plan                For       For          Management
13    Ratify Auditors                         For       For          Management


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

WHITING PETROLEUM CORPORATION

Ticker:       WLL            Security ID:  966387102
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James J. Volker          For       For          Management
1.2   Elect Director William N. Hahne         For       For          Management
1.3   Elect Director Allan R. Larson          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

YUM! BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David W. Dorman          For       For          Management
2     Elect Director Massimo Ferragamo        For       For          Management
3     Elect Director Mirian M. Graddick-Weir  For       For          Management
4     Elect Director J. David Grissom         For       For          Management
5     Elect Director Bonnie G. Hill           For       For          Management
6     Elect Director Jonathan S. Linen        For       For          Management
7     Elect Director Thomas C. Nelson         For       For          Management
8     Elect Director David C. Novak           For       For          Management
9     Elect Director Thomas M. Ryan           For       For          Management
10    Elect Director Jing-Shyh S. Su          For       For          Management
11    Elect Director Robert D. Walter         For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
14    Require Independent Board Chairman      Against   For          Shareholder
15    Adopt and Implement Sustainable Palm    Against   For          Shareholder
      Oil Policy

========== 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) Zweig Total Return Fund, Inc.

By (Signature and Title)* /s/ George R. Alyward
---------------------------
George R. Alyward, President

Date: August 29, 2012