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

                        THE ZWEIG TOTAL RETURN FUND, INC.
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               (exact name of registrant as specified in charter)

                     101 Munson Street, Greenfield, MA 01301
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                    (Address of principal executive offices)

    William Renahan, Esq., Virtus Investment Partners, Inc. 100 Pearl Street,
                               Hartford, CT 06103
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                     (Name and Address of agent for service)

Registrant's telephone number, including area code: 800-243-1574

Date of Fiscal Year End: 12/31

Date of Reporting Period: 07/01/2012 - 06/30/2013





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

ICA File Number: 811-05620
Reporting Period: 07/01/2012 - 06/30/2013
Zweig Total Return Fund Inc









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


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 26, 2013   Meeting Type: Annual
Record Date:  FEB 27, 2013

#     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       For          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     Label and Eliminate GMO Ingredients in  Against   Against      Shareholder
      Products
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Stock Retention/Holding Period          Against   For          Shareholder
8     Cease Compliance Adjustments to         Against   For          Shareholder
      Performance Criteria
9     Pro-rata Vesting of Equity Awards       Against   For          Shareholder


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ABBVIE INC.

Ticker:       ABBV           Security ID:  00287Y109
Meeting Date: MAY 06, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William H.L. Burnside    For       For          Management
1.2   Elect Director Edward J. Rapp           For       For          Management
1.3   Elect Director Roy S. Roberts           For       For          Management
2     Ratify Auditors                         For       For          Management
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     Approve Omnibus Stock Plan              For       For          Management


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AFLAC INCORPORATED

Ticker:       AFL            Security ID:  001055102
Meeting Date: MAY 06, 2013   Meeting Type: Annual
Record Date:  FEB 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Daniel P. Amos           For       For          Management
1b    Elect Director John Shelby Amos, II     For       For          Management
1c    Elect Director Paul S. Amos, II         For       For          Management
1d    Elect Director W. Paul Bowers           For       For          Management
1e    Elect Director Kriss Cloninger, III     For       For          Management
1f    Elect Director Elizabeth J. Hudson      For       For          Management
1g    Elect Director Douglas W. Johnson       For       For          Management
1h    Elect Director Robert B. Johnson        For       For          Management
1i    Elect Director Charles B. Knapp         For       For          Management
1j    Elect Director E. Stephen Purdom        For       For          Management
1k    Elect Director Barbara K. Rimer         For       For          Management
1l    Elect Director Melvin T. Stith          For       For          Management
1m    Elect Director David Gary Thompson      For       For          Management
1n    Elect Director Takuro Yoshida           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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ALASKA AIR GROUP, INC.

Ticker:       ALK            Security ID:  011659109
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William S. Ayer          For       For          Management
1.2   Elect Director Patricia M. Bedient      For       For          Management
1.3   Elect Director Marion C. Blakey         For       For          Management
1.4   Elect Director Phyllis J. Campbell      For       For          Management
1.5   Elect Director Jessie J. Knight, Jr.    For       For          Management
1.6   Elect Director R. Marc Langland         For       For          Management
1.7   Elect Director Dennis F. Madsen         For       For          Management
1.8   Elect Director Byron I. Mallott         For       For          Management
1.9   Elect Director J. Kenneth Thompson      For       For          Management
1.10  Elect Director Bradley D. Tilden        For       For          Management
1.11  Elect Director Eric K. Yeaman           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Pro-rata Vesting of Equity Awards       Against   For          Shareholder


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gerald L. Baliles        For       For          Management
1.2   Elect Director Martin J. Barrington     For       For          Management
1.3   Elect Director John T. Casteen, III     For       For          Management
1.4   Elect Director Dinyar S. Devitre        For       For          Management
1.5   Elect Director Thomas F. Farrell, II    For       For          Management
1.6   Elect Director Thomas W. Jones          For       For          Management
1.7   Elect Director Debra J. Kelly-Ennis     For       For          Management
1.8   Elect Director W. Leo Kiely, III        For       For          Management
1.9   Elect Director Kathryn B. McQuade       For       For          Management
1.10  Elect Director George Munoz             For       For          Management
1.11  Elect Director Nabil Y. Sakkab          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   For          Shareholder


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jeffrey P. Bezos         For       For          Management
1b    Elect Director Tom A. Alberg            For       For          Management
1c    Elect Director John Seely Brown         For       For          Management
1d    Elect Director William B. Gordon        For       For          Management
1e    Elect Director Jamie S. Gorelick        For       For          Management
1f    Elect Director Alain Monie              For       For          Management
1g    Elect Director Jonathan J. Rubinstein   For       For          Management
1h    Elect Director Thomas O. Ryder          For       For          Management
1i    Elect Director Patricia Q. Stonesifer   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Political Contributions       Against   For          Shareholder


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 27, 2013   Meeting Type: Annual
Record Date:  JAN 02, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Campbell         For       For          Management
1.2   Elect Director Timothy Cook             For       For          Management
1.3   Elect Director Millard Drexler          For       For          Management
1.4   Elect Director Al Gore                  For       For          Management
1.5   Elect Director Robert Iger              For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur Levinson          For       For          Management
1.8   Elect Director Ronald Sugar             For       For          Management
2     Amend Articles of Incorporation         For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
5     Stock Retention/Holding Period          Against   For          Shareholder
6     Establish Board Committee on Human      Against   Against      Shareholder
      Rights


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AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 26, 2013   Meeting Type: Annual
Record Date:  FEB 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Randall L. Stephenson    For       For          Management
1.2   Elect Director Gilbert F. Amelio        For       For          Management
1.3   Elect Director Reuben V. Anderson       For       For          Management
1.4   Elect Director James H. Blanchard       For       For          Management
1.5   Elect Director Jaime Chico Pardo        For       For          Management
1.6   Elect Director Scott T. Ford            For       For          Management
1.7   Elect Director James P. Kelly           For       For          Management
1.8   Elect Director Jon C. Madonna           For       For          Management
1.9   Elect Director Michael B. McCallister   For       For          Management
1.10  Elect Director John B. McCoy            For       For          Management
1.11  Elect Director Joyce M. Roche           For       For          Management
1.12  Elect Director Matthew K. Rose          For       For          Management
1.13  Elect Director  Laura D'Andrea Tyson    For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Stock Purchase and Deferral Plan  For       For          Management
5     Report on Political Contributions       Against   For          Shareholder
6     Report on Reducing Lead Battery Health  Against   For          Shareholder
      Hazards
7     Submit Severance Agreement              Against   For          Shareholder
      (Change-in-Control) to Shareholder Vote
8     Require Independent Board Chairman      Against   Against      Shareholder


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AUTOZONE, INC.

Ticker:       AZO            Security ID:  053332102
Meeting Date: DEC 12, 2012   Meeting Type: Annual
Record Date:  OCT 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Sue E. Gove              For       For          Management
1.2   Elect Director Earl G. Graves, Jr.      For       For          Management
1.3   Elect Director Enderson Guimaraes       For       For          Management
1.4   Elect Director J. R. Hyde, III          For       For          Management
1.5   Elect Director W. Andrew McKenna        For       For          Management
1.6   Elect Director George R. Mrkonic, Jr.   For       For          Management
1.7   Elect Director Luis P. Nieto            For       For          Management
1.8   Elect Director William C. Rhodes, III   For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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BB&T CORPORATION

Ticker:       BBT            Security ID:  054937107
Meeting Date: APR 23, 2013   Meeting Type: Special
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Amend Articles of Incorporation of      For       For          Management
      BB&T to Change the Payment Dates of
      its Preferred Stock Dividends to
      Conform with the Payment Date of its
      Common Stock Dividends and Conform
      Preferred Stock Record Dates
2     Adjourn Meeting                         For       For          Management


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BB&T CORPORATION

Ticker:       BBT            Security ID:  054937107
Meeting Date: APR 23, 2013   Meeting Type: Annual
Record Date:  FEB 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John A. Allison, IV      For       For          Management
1.2   Elect Director Jennifer S. Banner       For       For          Management
1.3   Elect Director K. David Boyer, Jr.      For       For          Management
1.4   Elect Director Anna R. Cablik           For       For          Management
1.5   Elect Director Ronald E. Deal           For       For          Management
1.6   Elect Director James A. Faulkner        For       For          Management
1.7   Elect Director I. Patricia Henry        For       For          Management
1.8   Elect Director John P. Howe, III        For       For          Management
1.9   Elect Director Eric C. Kendrick         For       For          Management
1.10  Elect Director Kelly S. King            For       For          Management
1.11  Elect Director Louis B. Lynn            For       For          Management
1.12  Elect Director Edward C. Milligan       For       Withhold     Management
1.13  Elect Director Charles A. Patton        For       For          Management
1.14  Elect Director Nido R. Qubein           For       For          Management
1.15  Elect Director Tollie W. Rich, Jr.      For       For          Management
1.16  Elect Director Thomas E. Skains         For       For          Management
1.17  Elect Director Thomas N. Thompson       For       For          Management
1.18  Elect Director Edwin H. Welch           For       For          Management
1.19  Elect Director Stephen T. Williams      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions and   Against   For          Shareholder
      Lobbying Expenditures
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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BIOGEN IDEC INC.

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Caroline D. Dorsa        For       For          Management
1.2   Elect Director Stelios Papadopoulos     For       For          Management
1.3   Elect Director George A. Scangos        For       For          Management
1.4   Elect Director Lynn Schenk              For       For          Management
1.5   Elect Director Alexander J. Denner      For       For          Management
1.6   Elect Director Nancy L. Leaming         For       For          Management
1.7   Elect Director Richard C. Mulligan      For       For          Management
1.8   Elect Director Robert W. Pangia         For       For          Management
1.9   Elect Director Brian S. Posner          For       For          Management
1.10  Elect Director Eric K. Rowinsky         For       For          Management
1.11  Elect Director Stephen A. Sherwin       For       For          Management
1.12  Elect Director William D. Young         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Stock Retention/Holding Period          Against   For          Shareholder


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BLACKROCK, INC.

Ticker:       BLK            Security ID:  09247X101
Meeting Date: MAY 30, 2013   Meeting Type: Annual
Record Date:  APR 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Abdlatif Yousef Al-Hamad For       For          Management
1b    Elect Director Mathis Cabiallavetta     For       For          Management
1c    Elect Director Dennis D. Dammerman      For       For          Management
1d    Elect Director Jessica P. Einhorn       For       For          Management
1e    Elect Director Fabrizio Freda           For       For          Management
1f    Elect Director David H. Komansky        For       For          Management
1g    Elect Director James E. Rohr            For       For          Management
1h    Elect Director Susan L. Wagner          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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BUCKEYE PARTNERS, L.P.

Ticker:       BPL            Security ID:  118230101
Meeting Date: JUN 04, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Oliver G. Richard, III   For       For          Management
1.2   Elect Director Clark C. Smith           For       For          Management
1.3   Elect Director Frank S. Sowinski        For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


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C.H. ROBINSON WORLDWIDE, INC.

Ticker:       CHRW           Security ID:  12541W209
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 11, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Scott P. Anderson        For       For          Management
1b    Elect Director Mary J. Steele Guilfoile For       For          Management
1c    Elect Director Jodee A. Kozlak          For       For          Management
1d    Elect Director ReBecca Koenig Roloff    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify Auditors                         For       For          Management


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CAMPBELL SOUP COMPANY

Ticker:       CPB            Security ID:  134429109
Meeting Date: NOV 14, 2012   Meeting Type: Annual
Record Date:  SEP 17, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edmund M. Carpenter      For       For          Management
1.2   Elect Director Paul R. Charron          For       For          Management
1.3   Elect Director Bennett Dorrance         For       For          Management
1.4   Elect Director Lawrence C. Karlson      For       For          Management
1.5   Elect Director Randall W. Larrimore     For       For          Management
1.6   Elect Director Mary Alice Dorrance      For       For          Management
      Malone
1.7   Elect Director Sara Mathew              For       For          Management
1.8   Elect Director Denise M. Morrison       For       For          Management
1.9   Elect Director Charles R. Perrin        For       For          Management
1.10  Elect Director A. Barry Rand            For       For          Management
1.11  Elect Director Nick Shreiber            For       For          Management
1.12  Elect Director Tracey T. Travis         For       For          Management
1.13  Elect Director Archbold D. van Beuren   For       For          Management
1.14  Elect Director Les C. Vinney            For       For          Management
1.15  Elect Director Charlotte C. Weber       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 12, 2013   Meeting Type: Annual
Record Date:  APR 15, 2013

#     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 Juan Gallardo            For       For          Management
1.4   Elect Director David R. Goode           For       For          Management
1.5   Elect Director Jesse J. Greene, Jr.     For       For          Management
1.6   Elect Director Jon M. Huntsman, Jr.     For       For          Management
1.7   Elect Director Peter A. Magowan         For       For          Management
1.8   Elect Director Dennis A. Muilenburg     For       For          Management
1.9   Elect Director Douglas R. Oberhelman    For       For          Management
1.10  Elect Director William A. Osborn        For       For          Management
1.11  Elect Director Charles D. Powell        For       For          Management
1.12  Elect Director Edward B. Rust, Jr.      For       For          Management
1.13  Elect Director Susan C. Schwab          For       For          Management
1.14  Elect Director Joshua I. Smith          For       For          Management
1.15  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     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
5     Provide Right to Act by Written Consent Against   For          Shareholder
6     Stock Retention/Holding Period          Against   For          Shareholder
7     Include Sustainability as a             Against   Against      Shareholder
      Performance Measure for Senior
      Executive Compensation
8     Review and Assess Human Rights Policies Against   For          Shareholder
9     Prohibit Sales to the Government of     Against   Against      Shareholder
      Sudan


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CENTURYLINK, INC.

Ticker:       CTL            Security ID:  156700106
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  APR 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Bruce Hanks           For       For          Management
1.2   Elect Director C. G. Melville, Jr.      For       For          Management
1.3   Elect Director Fred R. Nichols          For       For          Management
1.4   Elect Director William A. Owens         For       For          Management
1.5   Elect Director Harvey P. Perry          For       For          Management
1.6   Elect Director Glen F. Post, III        For       For          Management
1.7   Elect Director Laurie A. Siegel         For       For          Management
1.8   Elect Director Joseph R. Zimmel         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4a    Share Retention Policy                  Against   For          Shareholder
4b    Adopt Policy on Bonus Banking           Against   For          Shareholder
4c    Proxy Access                            Against   For          Shareholder
4d    Provide for Confidential Voting         Against   For          Shareholder


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CF INDUSTRIES HOLDINGS, INC.

Ticker:       CF             Security ID:  125269100
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Declassify the Board of Directors       For       For          Management
2a    Elect Director Robert C. Arzbaecher     For       For          Management
2b    Elect Director Stephen J. Hagge         For       For          Management
2c    Elect Director Edward A. Schmitt        For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management
5     Reduce Supermajority Vote Requirement   Against   For          Shareholder
6     Adopt Policy and Report on Board        Against   For          Shareholder
      Diversity
7     Report on Political Contributions       Against   For          Shareholder
8     Report on Sustainability                Against   For          Shareholder


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 29, 2013   Meeting Type: Annual
Record Date:  APR 03, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Linnet F. Deily          For       For          Management
1b    Elect Director Robert E. Denham         For       For          Management
1c    Elect Director Alice P. Gast            For       For          Management
1d    Elect Director Enrique Hernandez, Jr.   For       For          Management
1e    Elect Director George L. Kirkland       For       For          Management
1f    Elect Director Charles W. Moorman, IV   For       For          Management
1g    Elect Director Kevin W. Sharer          For       For          Management
1h    Elect Director John G. Stumpf           For       For          Management
1i    Elect Director Ronald D. Sugar          For       For          Management
1j    Elect Director Carl Ware                For       For          Management
1k    Elect Director John S. Watson           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Report on Management of Hydraulic       Against   For          Shareholder
      Fracturing Risks and Opportunities
6     Report on Offshore Oil Wells and Spill  Against   Against      Shareholder
      Mitigation Measures
7     Report on Financial Risks of Climate    Against   Against      Shareholder
      Change
8     Report on Lobbying Payments and Policy  Against   For          Shareholder
9     Prohibit Political Contributions        Against   Against      Shareholder
10    Provide for Cumulative Voting           Against   For          Shareholder
11    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
12    Require Director Nominee with           Against   For          Shareholder
      Environmental Expertise
13    Adopt Guidelines for Country Selection  Against   For          Shareholder


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CITRIX SYSTEMS, INC.

Ticker:       CTXS           Security ID:  177376100
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mark B. Templeton        For       For          Management
1b    Elect Director Stephen M. Dow           For       For          Management
1c    Elect Director Godfrey R. Sullivan      For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Declassify the Board of Directors       For       For          Management
4     Ratify Auditors                         For       For          Management
5     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 07, 2013   Meeting Type: Annual
Record Date:  MAR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Joseph A. Carrabba       For       For          Management
1b    Elect Director Susan M. Cunningham      For       For          Management
1c    Elect Director  Barry J. Eldridge       For       For          Management
1d    Elect Director Andres R. Gluski         For       For          Management
1e    Elect Director Susan M. Green           For       For          Management
1f    Elect Director Janice K. Henry          For       For          Management
1g    Elect Director  James F. Kirsch         For       For          Management
1h    Elect Director  Francis R. McAllister   For       For          Management
1i    Elect Director Richard K. Riederer      For       For          Management
1j    Elect Director Timothy W. Sullivan      For       For          Management
2     Adopt Majority Voting for Uncontested   For       For          Management
      Election of Directors
3     Eliminate Cumulative Voting             For       For          Management
4     Permit Board to Amend Bylaws Without    For       For          Management
      Shareholder Consent
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify Auditors                         For       For          Management


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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 15, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     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       For          Management
1.4   Elect Director J. Michael Cook          For       For          Management
1.5   Elect Director Gerald L. Hassell        For       For          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       For          Management
2     Ratify Auditors                         For       For          Management
3     Pro-rata Vesting of Equity Awards       Against   For          Shareholder
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share


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CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard L. Armitage      For       For          Management
1b    Elect Director Richard H. Auchinleck    For       For          Management
1c    Elect Director James E. Copeland, Jr.   For       For          Management
1d    Elect Director Jody L. Freeman          For       For          Management
1e    Elect Director Gay Huey Evans           For       For          Management
1f    Elect Director Ryan M. Lance            For       For          Management
1g    Elect Director Mohd H. Marican          For       For          Management
1h    Elect Director Robert A. Niblock        For       For          Management
1i    Elect Director Harald J. Norvik         For       For          Management
1j    Elect Director William E. Wade, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Lobbying Payments and Policy  Against   For          Shareholder
5     Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations
6     Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Gender Identity


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

CONTINENTAL RESOURCES, INC.

Ticker:       CLR            Security ID:  212015101
Meeting Date: AUG 10, 2012   Meeting Type: Special
Record Date:  JUN 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Issue Shares in Connection with         For       For          Management
      Acquisition


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

CONTINENTAL RESOURCES, INC.

Ticker:       CLR            Security ID:  212015101
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold G. Hamm           For       Withhold     Management
1.2   Elect Director John T. McNabb, II       For       Withhold     Management
1.3   Elect Director David L. Boren           For       Withhold     Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management


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

CUMMINS INC.

Ticker:       CMI            Security ID:  231021106
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     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    Require Independent Board Chairman      Against   Against      Shareholder


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

D.R. HORTON, INC.

Ticker:       DHI            Security ID:  23331A109
Meeting Date: JAN 24, 2013   Meeting Type: Annual
Record Date:  NOV 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Donald R. Horton         For       For          Management
1b    Elect Director Bradley S. Anderson      For       For          Management
1c    Elect Director Michael R. Buchanan      For       For          Management
1d    Elect Director Michael W. Hewatt        For       For          Management
1e    Elect Director Bob G. Scott             For       For          Management
1f    Elect Director Donald J. Tomnitz        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Ratify Auditors                         For       For          Management


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

DEERE & COMPANY

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 27, 2013   Meeting Type: Annual
Record Date:  DEC 31, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Samuel R. Allen          For       For          Management
1b    Elect Director Crandall C. Bowles       For       For          Management
1c    Elect Director Vance D. Coffman         For       For          Management
1d    Elect Director Charles O. Holliday, Jr. For       For          Management
1e    Elect Director Dipak C. Jain            For       For          Management
1f    Elect Director Clayton M. Jones         For       For          Management
1g    Elect Director Joachim Milberg          For       For          Management
1h    Elect Director Richard B. Myers         For       For          Management
1i    Elect Director Thomas H. Patrick        For       For          Management
1j    Elect Director Aulana L. Peters         For       For          Management
1k    Elect Director Sherry M. Smith          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Ratify Auditors                         For       For          Management


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

DOVER CORPORATION

Ticker:       DOV            Security ID:  260003108
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 06, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David H. Benson          For       For          Management
1b    Elect Director Robert W. Cremin         For       For          Management
1c    Elect Director Jean-Pierre M. Ergas     For       For          Management
1d    Elect Director Peter T. Francis         For       For          Management
1e    Elect Director Kristiane C. Graham      For       For          Management
1f    Elect Director M.F. Johnston            For       For          Management
1g    Elect Director Robert A. Livingston     For       For          Management
1h    Elect Director Richard K. Lochridge     For       For          Management
1i    Elect Director Bernard G. Rethore       For       For          Management
1j    Elect Director Michael B. Stubbs        For       For          Management
1k    Elect Director Stephen M. Todd          For       For          Management
1l    Elect Director Stephen K. Wagner        For       For          Management
1m    Elect Director Mary A. Winston          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   Against   For          Shareholder


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

E. I. DU PONT DE NEMOURS AND COMPANY

Ticker:       DD             Security ID:  263534109
Meeting Date: APR 24, 2013   Meeting Type: Annual
Record Date:  FEB 27, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Lamberto Andreotti       For       For          Management
1b    Elect Director Richard H. Brown         For       For          Management
1c    Elect Director Robert A. Brown          For       For          Management
1d    Elect Director Bertrand P. Collomb      For       For          Management
1e    Elect Director Curtis J. Crawford       For       For          Management
1f    Elect Director Alexander M. Cutler      For       For          Management
1g    Elect Director Eleuthere I. Du Pont     For       For          Management
1h    Elect Director Marillyn A. Hewson       For       For          Management
1i    Elect Director Lois D. Juliber          For       For          Management
1j    Elect Director Ellen J. Kullman         For       For          Management
1k    Elect Director Lee M. Thomas            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   For          Shareholder
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Report on Genetically Engineered Seed   Against   Against      Shareholder
7     Report on Pay Disparity                 Against   Against      Shareholder


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

ELI LILLY AND COMPANY

Ticker:       LLY            Security ID:  532457108
Meeting Date: MAY 06, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Ralph Alvarez            For       For          Management
2     Elect Director Winfried Bischoff        For       For          Management
3     Elect Director R. David Hoover          For       For          Management
4     Elect Director Franklyn G. Prendergast  For       For          Management
5     Elect Director Kathi P. Seifert         For       For          Management
6     Ratify Auditors                         For       For          Management
7     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
8     Amend Omnibus Stock Plan                For       For          Management


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

EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael W. Brown         For       For          Management
1b    Elect Director Randolph L. Cowen        For       For          Management
1c    Elect Director Gail Deegan              For       For          Management
1d    Elect Director James S. DiStasio        For       For          Management
1e    Elect Director John R. Egan             For       For          Management
1f    Elect Director Edmund F. Kelly          For       For          Management
1g    Elect Director Judith A. Miscik         For       For          Management
1h    Elect Director Windle B. Priem          For       For          Management
1i    Elect Director Paul Sagan               For       For          Management
1j    Elect Director David N. Strohm          For       For          Management
1k    Elect Director Joseph M. Tucci          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
6     Provide Right to Act by Written Consent For       For          Management
7     Require Consistency with Corporate      Against   Against      Shareholder
      Values and Report on Political
      Contributions


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

FIRSTENERGY CORP.

Ticker:       FE             Security ID:  337932107
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul T. Addison          For       For          Management
1.2   Elect Director Anthony J. Alexander     For       For          Management
1.3   Elect Director Michael J. Anderson      For       For          Management
1.4   Elect Director Carol A. Cartwright      For       For          Management
1.5   Elect Director William T. Cottle        For       For          Management
1.6   Elect Director Robert B. Heisler, Jr.   For       Withhold     Management
1.7   Elect Director Julia L. Johnson         For       For          Management
1.8   Elect Director Ted J. Kleisner          For       Withhold     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       Withhold     Management
1.12  Elect Director Catherine A. Rein        For       Withhold     Management
1.13  Elect Director George M. Smart          For       For          Management
1.14  Elect Director Wes M. Taylor            For       Withhold     Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Reduce Supermajority Vote Requirement   For       For          Management
5     Cease CEO Compensation Benchmarking     Against   Against      Shareholder
      Policy
6     Submit SERP to Shareholder Vote         Against   For          Shareholder
7     Stock Retention/Holding Period          Against   For          Shareholder
8     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
9     Provide Right to Act by Written Consent Against   For          Shareholder


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

FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 09, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephen G. Butler        For       For          Management
1.2   Elect Director Kimberly A. Casiano      For       For          Management
1.3   Elect Director Anthony F. Earley, Jr.   For       For          Management
1.4   Elect Director Edsel B. Ford II         For       For          Management
1.5   Elect Director William Clay Ford, Jr.   For       For          Management
1.6   Elect Director Richard A. Gephardt      For       For          Management
1.7   Elect Director James H. Hance, Jr.      For       For          Management
1.8   Elect Director William W. Helman IV     For       For          Management
1.9   Elect Director Jon M. Huntsman, Jr.     For       For          Management
1.10  Elect Director Richard A. Manoogian     For       Against      Management
1.11  Elect Director Ellen R. Marram          For       For          Management
1.12  Elect Director Alan Mulally             For       For          Management
1.13  Elect Director Homer A. Neal            For       For          Management
1.14  Elect Director Gerald L. Shaheen        For       For          Management
1.15  Elect Director John L. Thornton         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Executive Incentive Bonus Plan    For       Against      Management
5     Amend Omnibus Stock Plan                For       Against      Management
6     Approval of Tax Benefits Preservation   For       For          Management
      Plan
7     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
8     Amend Bylaws -- Call Special Meetings   Against   For          Shareholder


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 08, 2013   Meeting Type: Annual
Record Date:  MAR 13, 2013

#     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 Carla A. Hills           For       For          Management
1.4   Elect Director Kevin E. Lofton          For       For          Management
1.5   Elect Director John W. Madigan          For       For          Management
1.6   Elect Director John C. Martin           For       For          Management
1.7   Elect Director Nicholas G. Moore        For       For          Management
1.8   Elect Director Richard J. Whitley       For       For          Management
1.9   Elect Director Gayle E. Wilson          For       For          Management
1.10  Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Increase Authorized Common Stock        For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Provide Right to Act by Written Consent Against   For          Shareholder


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

GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 06, 2013   Meeting Type: Annual
Record Date:  APR 08, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry Page               For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Eric E. Schmidt          For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director Diane B. Greene          For       For          Management
1.6   Elect Director John L. Hennessy         For       For          Management
1.7   Elect Director Ann Mather               For       For          Management
1.8   Elect Director Paul S. Otellini         For       For          Management
1.9   Elect Director K. Ram Shriram           For       For          Management
1.10  Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Report on Reducing Lead Battery Health  Against   For          Shareholder
      Hazards
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Stock Retention/Holding Period          Against   For          Shareholder
6     Adopt Policy on Succession Planning     Against   For          Shareholder


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

H. J. HEINZ COMPANY

Ticker:       HNZ            Security ID:  423074103
Meeting Date: AUG 28, 2012   Meeting Type: Annual
Record Date:  JUN 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director W.R. Johnson             For       For          Management
2     Elect Director C.E. Bunch               For       For          Management
3     Elect Director L.S. Coleman, Jr.        For       For          Management
4     Elect Director J.G. Drosdick            For       For          Management
5     Elect Director E.E. Holiday             For       For          Management
6     Elect Director C. Kendle                For       For          Management
7     Elect Director D.R. O'Hare              For       For          Management
8     Elect Director N. Peltz                 For       For          Management
9     Elect Director D.H. Reilley             For       For          Management
10    Elect Director L.C. Swann               For       For          Management
11    Elect Director T.J. Usher               For       For          Management
12    Elect Director M.F. Weinstein           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Approve Omnibus Stock Plan              For       For          Management
15    Amend Omnibus Stock Plan                For       For          Management
16    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation


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

H. J. HEINZ COMPANY

Ticker:       HNZ            Security ID:  423074103
Meeting Date: APR 30, 2013   Meeting Type: Special
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management
3     Advisory Vote on Golden Parachutes      For       Against      Management


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

HCP, INC.

Ticker:       HCP            Security ID:  40414L109
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James F. Flaherty, III   For       For          Management
1b    Elect Director Christine N. Garvey      For       For          Management
1c    Elect Director David B. Henry           For       For          Management
1d    Elect Director Lauralee E. Martin       For       For          Management
1e    Elect Director Michael D. McKee         For       For          Management
1f    Elect Director Peter L. Rhein           For       For          Management
1g    Elect Director Kenneth B. Roath         For       For          Management
1h    Elect Director Joseph P. Sullivan       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

INTEL CORPORATION

Ticker:       INTC           Security ID:  458140100
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Charlene Barshefsky      For       For          Management
1b    Elect Director Andy D. Bryant           For       For          Management
1c    Elect Director Susan L. Decker          For       For          Management
1d    Elect Director John J. Donahoe          For       For          Management
1e    Elect Director Reed E. Hundt            For       For          Management
1f    Elect Director James D. Plummer         For       For          Management
1g    Elect Director David S. Pottruck        For       For          Management
1h    Elect Director Frank D. Yeary           For       For          Management
1i    Elect Director David B. Yoffie          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     Stock Retention/Holding Period          Against   For          Shareholder


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  FEB 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary Sue Coleman         For       For          Management
1.2   Elect Director James G. Cullen          For       For          Management
1.3   Elect Director Ian E.L. Davis           For       For          Management
1.4   Elect Director Alex Gorsky              For       For          Management
1.5   Elect Director Michael M.E. Johns       For       For          Management
1.6   Elect Director Susan L. Lindquist       For       For          Management
1.7   Elect Director Anne M. Mulcahy          For       For          Management
1.8   Elect Director Leo F. Mullin            For       For          Management
1.9   Elect Director William D. Perez         For       For          Management
1.10  Elect Director Charles Prince           For       For          Management
1.11  Elect Director A. Eugene Washington     For       For          Management
1.12  Elect Director Ronald A. Williams       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Stock Retention/Holding Period          Against   For          Shareholder
5     Screen Political Contributions for      Against   Against      Shareholder
      Consistency with Corporate Values
6     Require Independent Board Chairman      Against   Against      Shareholder


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James A. Bell            For       For          Management
1b    Elect Director Crandall C.Bowles        For       For          Management
1c    Elect Director Stephen B. Burke         For       For          Management
1d    Elect Director David M. Cote            For       Against      Management
1e    Elect Director James S. Crown           For       Against      Management
1f    Elect Director James Dimon              For       For          Management
1g    Elect Director Timothy P. Flynn         For       For          Management
1h    Elect Director Ellen V. Futter          For       Against      Management
1i    Elect Director Laban P. Jackson, Jr.    For       For          Management
1j    Elect Director Lee R. Raymond           For       For          Management
1k    Elect Director William C. Weldon        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Require Independent Board Chairman      Against   For          Shareholder
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Institute Procedures to Prevent         Against   Against      Shareholder
      Investments in Companies that
      Contribute to Genocide or Crimes
      Against Humanity
9     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

LINCOLN NATIONAL CORPORATION

Ticker:       LNC            Security ID:  534187109
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 18, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William J. Avery         For       For          Management
1.2   Elect Director William H. Cunningham    For       For          Management
1.3   Elect Director William Porter Payne     For       For          Management
1.4   Elect Director Patrick S. Pittard       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

LOCKHEED MARTIN CORPORATION

Ticker:       LMT            Security ID:  539830109
Meeting Date: APR 25, 2013   Meeting Type: Annual
Record Date:  MAR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nolan D. Archibald       For       For          Management
1.2   Elect Director Rosalind G. Brewer       For       For          Management
1.3   Elect Director David B. Burritt         For       For          Management
1.4   Elect Director James O. Ellis, Jr.      For       For          Management
1.5   Elect Director Thomas J. Falk           For       For          Management
1.6   Elect Director Marillyn A. Hewson       For       For          Management
1.7   Elect Director Gwendolyn S. King        For       For          Management
1.8   Elect Director James M. Loy             For       For          Management
1.9   Elect Director Douglas H. McCorkindale  For       For          Management
1.10  Elect Director Joseph W. Ralston        For       For          Management
1.11  Elect Director Anne Stevens             For       For          Management
1.12  Elect Director Robert J. Stevens        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 18, 2013   Meeting Type: Annual
Record Date:  APR 19, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard Haythornthwaite  For       For          Management
1b    Elect Director Ajay Banga               For       For          Management
1c    Elect Director Silvio Barzi             For       For          Management
1d    Elect Director David R. Carlucci        For       For          Management
1e    Elect Director Steven J. Freiberg       For       For          Management
1f    Elect Director Nancy J. Karch           For       For          Management
1g    Elect Director Marc Olivie              For       For          Management
1h    Elect Director Rima Qureshi             For       For          Management
1i    Elect Director Jose Octavio Reyes       For       For          Management
      Lagunes
1j    Elect Director Mark Schwartz            For       For          Management
1k    Elect Director Jackson P. Tai           For       For          Management
1l    Elect Director Edward Suning Tian       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 28, 2013   Meeting Type: Annual
Record Date:  APR 01, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Leslie A. Brun           For       For          Management
1b    Elect Director Thomas R. Cech           For       For          Management
1c    Elect Director Kenneth C. Frazier       For       For          Management
1d    Elect Director Thomas H. Glocer         For       For          Management
1e    Elect Director William B. Harrison Jr.  For       For          Management
1f    Elect Director  C. Robert Kidder        For       For          Management
1g    Elect Director Rochelle B. Lazarus      For       For          Management
1h    Elect Director Carlos E. Represas       For       For          Management
1i    Elect Director Patricia F. Russo        For       For          Management
1j    Elect Director Craig B. Thompson        For       For          Management
1k    Elect Director Wendell P. Weeks         For       For          Management
1l    Elect Director Peter C. Wendell         For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Act by Written Consent Against   For          Shareholder
5     Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
6     Report on Charitable and Political      Against   Against      Shareholder
      Contributions
7     Report on Lobbying Activities           Against   Against      Shareholder


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

MONSANTO COMPANY

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 31, 2013   Meeting Type: Annual
Record Date:  DEC 03, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David L. Chicoine        For       For          Management
1b    Elect Director Arthur H. Harper         For       For          Management
1c    Elect Director Gwendolyn S. King        For       For          Management
1d    Elect Director Jon R. Moeller           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Declassify the Board of Directors       For       For          Management
5     Report on Risk of Genetically           Against   Against      Shareholder
      Engineered Products


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

PAYCHEX, INC.

Ticker:       PAYX           Security ID:  704326107
Meeting Date: OCT 23, 2012   Meeting Type: Annual
Record Date:  AUG 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director B. Thomas Golisano       For       For          Management
1b    Elect Director Joseph G. Doody          For       For          Management
1c    Elect Director David J. S. Flaschen     For       For          Management
1d    Elect Director Phillip Horsley          For       For          Management
1e    Elect Director Grant M. Inman           For       For          Management
1f    Elect Director Pamela A. Joseph         For       For          Management
1g    Elect Director Martin Mucci             For       For          Management
1h    Elect Director Joseph M. Tucci          For       For          Management
1i    Elect Director Joseph M. Velli          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Shona L. Brown           For       For          Management
1.2   Elect Director George W. Buckley        For       For          Management
1.3   Elect Director Ian M. Cook              For       For          Management
1.4   Elect Director Dina Dublon              For       For          Management
1.5   Elect Director  Victor J. Dzau          For       For          Management
1.6   Elect Director Ray L. Hunt              For       For          Management
1.7   Elect Director Alberto Ibarguen         For       For          Management
1.8   Elect Director Indra K. Nooyi           For       For          Management
1.9   Elect Director Sharon Percy Rockefeller For       For          Management
1.10  Elect Director James J. Schiro          For       For          Management
1.11  Elect Director Lloyd G. Trotter         For       For          Management
1.12  Elect Director Daniel Vasella           For       For          Management
1.13  Elect Director Alberto Weisser          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 05, 2013   Meeting Type: Annual
Record Date:  JAN 07, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Barbara T. Alexander     For       For          Management
1b    Elect Director Donald G. Cruickshank    For       For          Management
1c    Elect Director Raymond V. Dittamore     For       For          Management
1d    Elect Director Susan Hockfield          For       For          Management
1e    Elect Director Thomas W. Horton         For       For          Management
1f    Elect Director Paul E. Jacobs           For       For          Management
1g    Elect Director Sherry Lansing           For       For          Management
1h    Elect Director Duane A. Nelles          For       For          Management
1i    Elect Director Francisco Ros            For       For          Management
1j    Elect Director Brent Scowcroft          For       For          Management
1k    Elect Director Marc I. Stern            For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

SAFEWAY INC.

Ticker:       SWY            Security ID:  786514208
Meeting Date: MAY 14, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Janet E. Grove           For       For          Management
1b    Elect Director Mohan Gyani              For       For          Management
1c    Elect Director Frank C. Herringer       For       Against      Management
1d    Elect Director George J. Morrow         For       For          Management
1e    Elect Director Kenneth W. Oder          For       Against      Management
1f    Elect Director T. Gary Rogers           For       Against      Management
1g    Elect Director Arun Sarin               For       Against      Management
1h    Elect Director William Y. Tauscher      For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 10, 2013   Meeting Type: Annual
Record Date:  FEB 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter L.S. Currie        For       For          Management
1b    Elect Director Tony Isaac               For       For          Management
1c    Elect Director K. Vaman Kamath          For       For          Management
1d    Elect Director Paal Kibsgaard           For       For          Management
1e    Elect Director Nikolay Kudryavtsev      For       For          Management
1f    Elect Director Adrian Lajous            For       For          Management
1g    Elect Director Michael E. Marks         For       For          Management
1h    Elect Director Lubna S. Olayan          For       For          Management
1i    Elect Director L. Rafael Reif           For       For          Management
1j    Elect Director Tore I. Sandvold         For       For          Management
1k    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     Approve Omnibus Stock Plan              For       For          Management
6     Amend Employee Stock Purchase Plan      For       For          Management


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

TEMPLETON DRAGON FUND, INC.

Ticker:       TDF            Security ID:  88018T101
Meeting Date: MAY 31, 2013   Meeting Type: Annual
Record Date:  MAR 22, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Edith E. Holiday         For       For          Management
1.2   Elect Director Larry D. Thompson        For       For          Management
1.3   Elect Director Rupert H. Johnson, Jr.   For       For          Management
1.4   Elect Director Gregory E. Johnson       For       For          Management
2     Ratify Auditors                         For       For          Management


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

TESORO CORPORATION

Ticker:       TSO            Security ID:  881609101
Meeting Date: MAY 01, 2013   Meeting Type: Annual
Record Date:  MAR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Rodney F. Chase          For       For          Management
1.2   Elect Director Gregory J. Goff          For       For          Management
1.3   Elect Director Robert W. Goldman        For       For          Management
1.4   Elect Director Steven H. Grapstein      For       For          Management
1.5   Elect Director David Lilley             For       For          Management
1.6   Elect Director Mary Pat McCarthy        For       For          Management
1.7   Elect Director J.W. Nokes               For       For          Management
1.8   Elect Director Susan Tomasky            For       For          Management
1.9   Elect Director Michael E. Wiley         For       For          Management
1.10  Elect Director Patrick Y. Yang          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Ratify Auditors                         For       For          Management


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

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     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 William W. George        For       For          Management
6     Elect Director James A. Johnson         For       For          Management
7     Elect Director Lakshmi N. Mittal        For       For          Management
8     Elect Director Adebayo O. Ogunlesi      For       For          Management
9     Elect Director James J. Schiro          For       For          Management
10    Elect Director Debora L. Spar           For       For          Management
11    Elect Director Mark E. Tucker           For       For          Management
12    Elect Director David A. Viniar          For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Approve Omnibus Stock Plan              For       Against      Management
15    Ratify Auditors                         For       For          Management
16    Establish Board Committee on Human      Against   Against      Shareholder
      Rights
17    Report on Lobbying Payments and Policy  Against   Against      Shareholder
18    Adopt Proxy Access Right                Against   Against      Shareholder
19    Employ Investment Bank to Explore       Against   Against      Shareholder
      Alternatives to Maximize Shareholder
      Value


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

THE GOODYEAR TIRE & RUBBER COMPANY

Ticker:       GT             Security ID:  382550101
Meeting Date: APR 15, 2013   Meeting Type: Annual
Record Date:  FEB 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William J. Conaty        For       For          Management
1b    Elect Director James A. Firestone       For       For          Management
1c    Elect Director Werner Geissler          For       For          Management
1d    Elect Director Peter S. Hellman         For       For          Management
1e    Elect Director Richard J. Kramer        For       For          Management
1f    Elect Director W. Alan McCollough       For       For          Management
1g    Elect Director John E. McGlade          For       For          Management
1h    Elect Director Roderick A. Palmore      For       For          Management
1i    Elect Director Shirley D. Peterson      For       For          Management
1j    Elect Director Stephanie A. Streeter    For       For          Management
1k    Elect Director Thomas H. Weidemeyer     For       For          Management
1l    Elect Director Michael R. Wessel        For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Reduce Supermajority Vote Requirement   For       For          Management
      to Remove Directors
5     Reduce Supermajority Vote Requirement   For       For          Management
      for Certain Business Combinations
6     Eliminate Cumulative Voting             For       For          Management
7     Amend Right to Call Special Meeting     For       For          Management
8     Opt Out of State's Control Share        For       For          Management
      Acquisition Law
9     Ratify Auditors                         For       For          Management


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

THE PROCTER & GAMBLE COMPANY

Ticker:       PG             Security ID:  742718109
Meeting Date: OCT 09, 2012   Meeting Type: Annual
Record Date:  AUG 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Angela F. Braly          For       For          Management
1.2   Elect Director Kenneth I. Chenault      For       For          Management
1.3   Elect Director Scott D. Cook            For       For          Management
1.4   Elect Director Susan Desmond-Hellmann   For       For          Management
1.5   Elect Director Robert A. McDonald       For       For          Management
1.6   Elect Director W. James McNerney, Jr.   For       For          Management
1.7   Elect Director Johnathan A. Rodgers     For       For          Management
1.8   Elect Director Margaret C. Whitman      For       For          Management
1.9   Elect Director Mary Agnes Wilderotter   For       For          Management
1.10  Elect Director Patricia A. Woertz       For       For          Management
1.11  Elect Director Ernesto Zedillo          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
5     Report on Adopting Extended Producer    Against   Against      Shareholder
      Responsibility Policy
6     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

THE WILLIAMS COMPANIES, INC.

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

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan S. Armstrong        For       For          Management
1.2   Elect Director Joseph R. Cleveland      For       For          Management
1.3   Elect Director Kathleen B. Cooper       For       For          Management
1.4   Elect Director John A. Hagg             For       For          Management
1.5   Elect Director Juanita H. Hinshaw       For       For          Management
1.6   Elect Director Ralph Izzo               For       For          Management
1.7   Elect Director Frank T. MacInnis        For       For          Management
1.8   Elect Director Steven W. Nance          For       For          Management
1.9   Elect Director Murray D. Smith          For       For          Management
1.10  Elect Director Janice D. Stoney         For       For          Management
1.11  Elect Director Laura A. Sugg            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TOTAL SA

Ticker:       FP             Security ID:  89151E109
Meeting Date: MAY 17, 2013   Meeting Type: Annual/Special
Record Date:  APR 09, 2013

#     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 2.34 per Share
4     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
5     Reelect Thierry Desmarest as Director   For       For          Management
6     Reelect Gunnar Brock as Director        For       For          Management
7     Reelect Gerard Lamarche as Director     For       For          Management
8     Elect Charles Keller and Philippe       For       For          Management
      Marchandise as Representative of
      Employee Shareholders to the Board
9     Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 1.40
      Million
10    Authorize up to 0.75 Percent of Issued  For       Against      Management
      Capital for Use in Stock Option Plan
11    Approve Employee Stock Purchase Plan    For       For          Management
12    Approve the Establishment of an         Against   Against      Shareholder
      Independent Ethics Committee
13    Approve to Link Remuneration to         Against   Against      Shareholder
      Positive Safety Indicators
14    Acquire the Diversity Label             Against   Against      Shareholder
15    Approve Nomination of Employees         Against   Against      Shareholder
      Representative to the Remuneration
      Committee
16    Allow Loyalty Dividends to Long-Term    Against   Against      Shareholder
      Registered Shareholders


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

TRINITY INDUSTRIES, INC.

Ticker:       TRN            Security ID:  896522109
Meeting Date: MAY 06, 2013   Meeting Type: Annual
Record Date:  MAR 15, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John L. Adams            For       For          Management
1.2   Elect Director Rhys J. Best             For       For          Management
1.3   Elect Director David W. Biegler         For       For          Management
1.4   Elect Director Leldon E. Echols         For       For          Management
1.5   Elect Director Ronald J. Gafford        For       For          Management
1.6   Elect Director Adrian Lajous            For       For          Management
1.7   Elect Director Melendy E. Lovett        For       For          Management
1.8   Elect Director Charles W. Matthews      For       For          Management
1.9   Elect Director Douglas L. Rock          For       For          Management
1.10  Elect Director Timothy R. Wallace       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Ratify Auditors                         For       For          Management


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

TWO HARBORS INVESTMENT CORP.

Ticker:       TWO            Security ID:  90187B101
Meeting Date: MAY 21, 2013   Meeting Type: Annual
Record Date:  MAR 26, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James J. Bender          For       For          Management
1.2   Elect Director Mark D. Ein              For       For          Management
1.3   Elect Director William W. Johnson       For       For          Management
1.4   Elect Director Stephen G. Kasnet        For       For          Management
1.5   Elect Director W. Reid Sanders          For       For          Management
1.6   Elect Director Thomas Siering           For       For          Management
1.7   Elect Director Brian C. Taylor          For       For          Management
1.8   Elect Director Hope B. Woodhouse        For       For          Management
2     Amend Omnibus Stock Plan                For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

U.S. BANCORP

Ticker:       USB            Security ID:  902973304
Meeting Date: APR 16, 2013   Meeting Type: Annual
Record Date:  FEB 20, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Douglas M. Baker, Jr.    For       For          Management
1b    Elect Director Y. Marc Belton           For       For          Management
1c    Elect Director Victoria Buyniski        For       For          Management
      Gluckman
1d    Elect Director Arthur D. Collins, Jr.   For       For          Management
1e    Elect Director Richard K. Davis         For       For          Management
1f    Elect Director Roland A. Hernandez      For       For          Management
1g    Elect Director Doreen Woo Ho            For       For          Management
1h    Elect Director Joel W. Johnson          For       For          Management
1i    Elect Director Olivia F. Kirtley        For       For          Management
1j    Elect Director Jerry W. Levin           For       For          Management
1k    Elect Director David B. O'Maley         For       For          Management
1l    Elect Director O'dell M. Owens          For       For          Management
1m    Elect Director Craig D. Schnuck         For       For          Management
1n    Elect Director Patrick T. Stokes        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder


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

UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 16, 2013   Meeting Type: Annual
Record Date:  FEB 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Andrew H. Card, Jr.      For       For          Management
1.2   Elect Director Erroll B. Davis, Jr.     For       For          Management
1.3   Elect Director Thomas J. Donohue        For       For          Management
1.4   Elect Director Archie W. Dunham         For       For          Management
1.5   Elect Director Judith Richards Hope     For       For          Management
1.6   Elect Director John J. Koraleski        For       For          Management
1.7   Elect Director Charles C. Krulak        For       For          Management
1.8   Elect Director Michael R. McCarthy      For       For          Management
1.9   Elect Director Michael W. McConnell     For       For          Management
1.10  Elect Director Thomas F. McLarty, III   For       For          Management
1.11  Elect Director Steven R. Rogel          For       For          Management
1.12  Elect Director Jose H. Villarreal       For       For          Management
1.13  Elect Director James R. Young           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Report on Lobbying Payments and Policy  Against   For          Shareholder


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 03, 2013   Meeting Type: Annual
Record Date:  APR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William C. Ballard, Jr.  For       For          Management
1b    Elect Director Edson Bueno              For       For          Management
1c    Elect Director Richard T. Burke         For       For          Management
1d    Elect Director Robert J. Darretta       For       For          Management
1e    Elect Director Stephen J. Hemsley       For       For          Management
1f    Elect Director Michele J. Hooper        For       For          Management
1g    Elect Director Rodger A. Lawson         For       For          Management
1h    Elect Director Douglas W. Leatherdale   For       For          Management
1i    Elect Director Glenn M. Renwick         For       For          Management
1j    Elect Director Kenneth I. Shine         For       For          Management
1k    Elect Director Gail R. Wilensky         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   For          Shareholder


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

VALERO ENERGY CORPORATION

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 05, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jerry D. Choate          For       For          Management
1b    Elect Director Ruben M. Escobedo        For       For          Management
1c    Elect Director William R. Klesse        For       For          Management
1d    Elect Director Deborah P. Majoras       For       For          Management
1e    Elect Director Bob Marbut               For       For          Management
1f    Elect Director Donald L. Nickles        For       For          Management
1g    Elect Director Philip J. Pfeiffer       For       For          Management
1h    Elect Director Robert A. Profusek       For       For          Management
1i    Elect Director Susan Kaufman Purcell    For       For          Management
1j    Elect Director Stephen M. Waters        For       For          Management
1k    Elect Director Randall J. Weisenburger  For       For          Management
1l    Elect Director Rayford Wilkins, Jr.     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions and   Against   For          Shareholder
      Lobbying Expenditures


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

VERISIGN, INC.

Ticker:       VRSN           Security ID:  92343E102
Meeting Date: MAY 23, 2013   Meeting Type: Annual
Record Date:  MAR 28, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director D. James Bidzos          For       For          Management
1.2   Elect Director William L. Chenevich     For       For          Management
1.3   Elect Director Kathleen A. Cote         For       For          Management
1.4   Elect Director Roger H. Moore           For       For          Management
1.5   Elect Director John D. Roach            For       For          Management
1.6   Elect Director Louis A. Simpson         For       For          Management
1.7   Elect Director Timothy Tomlinson        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 02, 2013   Meeting Type: Annual
Record Date:  MAR 04, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard L. Carrion       For       For          Management
1.2   Elect Director Melanie L. Healey        For       For          Management
1.3   Elect Director M. Frances Keeth         For       For          Management
1.4   Elect Director Robert W. Lane           For       For          Management
1.5   Elect Director Lowell C. McAdam         For       For          Management
1.6   Elect Director Sandra O. Moose          For       For          Management
1.7   Elect Director Joseph Neubauer          For       For          Management
1.8   Elect Director Donald T. Nicolaisen     For       For          Management
1.9   Elect Director Clarence Otis, Jr.       For       For          Management
1.10  Elect Director Hugh B. Price            For       For          Management
1.11  Elect Director Rodney E. Slater         For       For          Management
1.12  Elect Director Kathryn A. Tesija        For       For          Management
1.13  Elect Director Gregory D. Wasson        For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Commit to Wireless Network Neutrality   Against   For          Shareholder
6     Report on Lobbying Payments and Policy  Against   For          Shareholder
7     Adopt Proxy Access Right                Against   For          Shareholder
8     Submit Severance Agreement              Against   For          Shareholder
      (Change-in-Control) to Shareholder Vote
9     Amend Articles/Bylaws/Charter- Call     Against   For          Shareholder
      Special Meetings
10    Provide Right to Act by Written Consent Against   For          Shareholder


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

VISA INC.

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 30, 2013   Meeting Type: Annual
Record Date:  DEC 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gary P. Coughlan         For       For          Management
1b    Elect Director Mary B. Cranston         For       For          Management
1c    Elect Director Francisco Javier         For       For          Management
      Fernandez-Carbajal
1d    Elect Director Robert W. Matschullat    For       For          Management
1e    Elect Director Cathy E. Minehan         For       For          Management
1f    Elect Director Suzanne Nora Johnson     For       For          Management
1g    Elect Director David J. Pang            For       For          Management
1h    Elect Director Joseph W. Saunders       For       For          Management
1i    Elect Director Charles W. Scharf        For       For          Management
1j    Elect Director William S. Shanahan      For       For          Management
1k    Elect Director John A. Swainson         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Report on Lobbying Payments and Policy  Against   For          Shareholder


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

WHITING PETROLEUM CORPORATION

Ticker:       WLL            Security ID:  966387102
Meeting Date: MAY 07, 2013   Meeting Type: Annual
Record Date:  MAR 12, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas L. Aller          For       For          Management
1.2   Elect Director Michael B. Walen         For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Auditors                         For       For          Management


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

WPX ENERGY, INC.

Ticker:       WPX            Security ID:  98212B103
Meeting Date: MAY 22, 2013   Meeting Type: Annual
Record Date:  MAR 25, 2013

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John A. Carrig           For       For          Management
1.2   Elect Director Henry E. Lentz           For       For          Management
1.3   Elect Director William G. Lowrie        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Ratify Auditors                         For       For          Management

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


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

Date: August 21, 2013