================================================================================ 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: 811-22144 ----------------- ING INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUND (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) ----------------- 7337 E. DOUBLETREE RANCH ROAD SCOTTSDALE, AZ 85258 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (NAME AND ADDRESS OF AGENT FOR SERVICE) WITH COPIES TO: THERESA K. KELETY, ESQ. JEFFREY S. PURETZ, ESQ. ING INVESTMENTS, LLC DECHERT LLP 7337 E. DOUBLETREE RANCH ROAD 1775 I STREET, N.W. SCOTTSDALE, AZ 85258 WASHINGTON, DC 20006 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 992-0180 ----------------- Date of fiscal year end: February 28 Date of reporting period: July 1, 2009 - June 30, 2010 ================================================================================ Item 1. Proxy Voting Record ******************************* FORM N-PX REPORT ******************************* ICA File Number: 811-22144 Reporting Period: 07/01/2009 - 06/30/2010 ING Infrastructure, Industrials and Materials Fund ============== ING Infrastructure, Industrials and Materials Fund ============== AGCO CORPORATION Ticker: AGCO Security ID: 001084102 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: MAR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Francisco R. Gros For For Management 1.2 Elect Director Gerald B. Johanneson For For Management 1.3 Elect Director George E. Minnich For For Management 1.4 Elect Director Curtis E. Moll For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- ALL AMERICA LATINA LOGISTICA S.A. Ticker: ALLL3 Security ID: 01643R606 Meeting Date: APR 30, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2009 2 Approve Allocation of Income and For For Management Dividends 3 Elect Corporate Bodies For Against Management -------------------------------------------------------------------------------- ALL AMERICA LATINA LOGISTICA S.A. Ticker: ALLL3 Security ID: 01643R606 Meeting Date: APR 30, 2010 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Remuneration of Executive For Against Management Officers, Non-Executive Directors, and Fiscal Council Members 2 Amend Articles 17, 31 and 25 For For Management 3 Consolidate Company's Bylaws For For Management -------------------------------------------------------------------------------- ALSTOM Ticker: ALO Security ID: F0259M475 Meeting Date: JUN 22, 2010 Meeting Type: Annual/Special Record Date: JUN 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.24 per Share 4 Approve Auditors' Special Report For For Management Regarding Related-Party Transactions 5 Reelect Olivier Bouygues as Director For Against Management 6 Reelect Bouygues Company as Director For Against Management 7 Reelect Georges Chodron de Courcel as For Against Management Director 8 Elect Lalita D. Gupte as Director For For Management 9 Elect Katrina Landis as Director For For Management 10 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 900,000 11 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 12 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 600 Million 13 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 300 Million 14 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Future Acquisitions 15 Approve Employee Stock Purchase Plan For For Management 16 Approve Stock Purchase Plan Reserved For For Management for Employees of International Subsidiaries 17 Authorize up to 1 Percent of Issued For Against Management Capital for Use in Restricted Stock Plan 18 Authorize up to 2.5 Percent of Issued For For Management Capital for Use in Stock Option Plan 19 Amend Article 7 of Bylaws Re: For Against Management Shareholding Disclosure Threshold 20 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- ANGLO AMERICAN PLC Ticker: AAL Security ID: G03764134 Meeting Date: APR 22, 2010 Meeting Type: Annual Record Date: APR 20, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Elect Sir Philip Hampton as Director For For Management 3 Elect Ray O'Rourke as Director For For Management 4 Elect Sir John Parker as Director For For Management 5 Elect Jack Thompson as Director For For Management 6 Re-elect Cynthia Carroll as Director For For Management 7 Re-elect Nicky Oppenheimer as Director For For Management 8 Reappoint Deloitte LLP as Auditors For For Management 9 Authorise Board to Fix Remuneration of For For Management Auditors 10 Approve Remuneration Report For For Management 11 Authorise Issue of Equity with For For Management Pre-emptive Rights 12 Authorise Issue of Equity without For For Management Pre-emptive Rights 13 Authorise Market Purchase For For Management 14 Amend Articles of Association For For Management 15 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- ANSYS, INC. Ticker: ANSS Security ID: 03662Q105 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jacqueline C. Morby For For Management 1.2 Elect Director Michael C. Thurk For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- ARCELORMITTAL Ticker: MT Security ID: 03938L104 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: APR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive and Approve Directors' and None None Management Auditors' Reports 2 Accept Consolidated Financial For For Management Statements 3 Accept Financial Statements For For Management 4 Approve Allocation of Income and For For Management Dividends of USD 0.75 per Share 5 Approve Remuneration of Directors For For Management 6 Approve Discharge of Directors For For Management 7 Acknowledge Cooptation of Jeannot For For Management Krecke as Director 8 Reelect Vanisha Mittal Bhatia as For Against Management Director 9 Elect Jeannot Krecke as Director For Against Management 10 Approve Share Repurchase Program For Against Management 11 Ratify Deloitte SA as Auditors For For Management 12 Approve Share Plan Grant For For Management 13 Approve Employee Stock Purchase Plan For For Management 14 Waive Requirement for Mandatory Offer For For Management to All Shareholders -------------------------------------------------------------------------------- ATLAS AIR WORLDWIDE HOLDINGS, INC. Ticker: AAWW Security ID: 049164205 Meeting Date: MAY 25, 2010 Meeting Type: Annual Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert F. Agnew For For Management 1.2 Elect Director Timothy J. Bernlohr For For Management 1.3 Elect Director Eugene I. Davis For For Management 1.4 Elect Director William J. Flynn For For Management 1.5 Elect Director James S. Gilmore, III For For Management 1.6 Elect Director Carol B. Hallett For For Management 1.7 Elect Director Frederick McCorkle For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- ATLAS COPCO AB Ticker: ATCO A Security ID: W10020118 Meeting Date: APR 28, 2010 Meeting Type: Annual Record Date: APR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting; Elect Sune Carlsson as For Did Not Vote Management Chairman of Meeting 2 Prepare and Approve List of For Did Not Vote Management Shareholders 3 Approve Agenda of Meeting For Did Not Vote Management 4 Designate Inspector(s) of Minutes of For Did Not Vote Management Meeting 5 Acknowledge Proper Convening of Meeting For Did Not Vote Management 6 Receive Financial Statements and None Did Not Vote Management Statutory Reports 7 Receive President's Report None Did Not Vote Management 8 Receive Reports from Board and None Did Not Vote Management Committees 9a Approve Financial Statements and For Did Not Vote Management Statutory Reports 9b Approve Discharge of Board and For Did Not Vote Management President 9c Approve Allocation of Income and For Did Not Vote Management Dividends of SEK 3.00 per Share 9d Approve May 3, 2010 as Record Date for For Did Not Vote Management Dividend 10 Receive Report from Nominating For Did Not Vote Management Committee; Determine Number of Members (10) and Deputy Members of Board 11 Reelect Sune Carlsson (Chairman), Jacob For Did Not Vote Management Wallenberg (Vice Chair), Staffan Bohman, Ronnie Leten, Christel Bories, Johan Forssell, Ulla Litzen, Anders Ullberg, and Margareth Ovrum as Directors; Elect Gunilla Nordstrom as New Director 12 Approve Remuneration of Directors in For Did Not Vote Management the Aggregate Amount of SEK 5.2 Million 13 Ratify Deloitte as Auditors, Approve For Did Not Vote Management remuneration of Auditor 14a Approve Remuneration Policy And Other For Did Not Vote Management Terms of Employment For Executive Management 14b Approve Stock Option Plan 2010 for Key For Did Not Vote Management Employees 14c Authorize Repurchase of Up to 5.73 For Did Not Vote Management Million Class A Shares in Connection with Stock Option Plan 2010 (Item 14b) and Reissuance of Repurchased Shares 15 Approve Reissuance of Repurchased For Did Not Vote Management Shares in Connection with 2006, 2007, and 2008 Stock Option Plans 16 Authorize Repurchase of Issued Shares For Did Not Vote Management 17 Authorize Chairman of Board and For Did Not Vote Management Representatives of Four of Company's Largest Shareholders to Serve on Nominating Committee 18 Close Meeting None Did Not Vote Management -------------------------------------------------------------------------------- BASF SE (FORMERLY BASF AG) Ticker: BAS Security ID: D06216101 Meeting Date: APR 29, 2010 Meeting Type: Annual Record Date: APR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2009 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 1.70 per Share 3 Approve Discharge of Supervisory Board For For Management for Fiscal 2009 4 Approve Discharge of Management Board For For Management for Fiscal 2009 5 Ratify KPMG AG as Auditors for Fiscal For For Management 2010 6 Approve Conversion of Bearer Shares For For Management into Registered Shares 7 Amend Articles Re: Electronic For For Management Distribution of Company Communications 8 Approve Remuneration System for For For Management Management Board Members 9a Amend Articles Re: Calculation of For For Management Deadlines for General Meeting 9b Amend Articles Re: Proxy Voting at For For Management General Meeting 9c Amend Articles Re: Video and Audio For For Management Transmission of General Meeting -------------------------------------------------------------------------------- BOMBARDIER INC. Ticker: BBD.B Security ID: 097751200 Meeting Date: JUN 2, 2010 Meeting Type: Annual Record Date: APR 16, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Laurent Beaudoin as Director For For Management 1.2 Elect Pierre Beaudoin as Director For For Management 1.3 Elect Andre Berard as Director For For Management 1.4 Elect J.R. Andre Bombardier as Director For For Management 1.5 Elect Janine Bombardier as Director For For Management 1.6 Elect Martha Finn Brooks as Director For For Management 1.7 Elect L. Denis Desautels as Director For For Management 1.8 Elect Thierry Desmarest as Director For For Management 1.9 Elect Jean-Louis Fontaine as Director For For Management 1.10 Elect Daniel Johnson as Director For For Management 1.11 Elect Jean C. Monty as Director For For Management 1.12 Elect Carlos E. Represas as Director For For Management 1.13 Elect Jean-Pierre Rosso as Director For For Management 1.14 Elect Heinrich Weiss as Director For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Deferred Compensation Plan For Against Management 4.1 Submit More Candidates For Election Against Against Shareholder Than the Number of Vacancies on the Board 4.2 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation 4.3 Disclose Equity Ratio Between Total Against Against Shareholder Compensation of the CEO, NEO, and Average Total Employee Compensation -------------------------------------------------------------------------------- CAL DIVE INTERNATIONAL, INC. Ticker: DVR Security ID: 12802T101 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Owen E. Kratz For For Management 1.2 Elect Director David E. Preng For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: JUN 9, 2010 Meeting Type: Annual Record Date: APR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John T. Dillon For For Management 1.2 Elect Director Juan Gallardo For For Management 1.3 Elect Director William A. Osborn For For Management 1.4 Elect Director Edward B. Rust, Jr. For For Management 1.5 Elect Director Susan C. Schwab For For Management 2 Ratify Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Declassify the Board of Directors For For Management 5 Reduce Supermajority Vote Requirement For For Management 6 Require Independent Board Chairman Against Against Shareholder 7 Amend Human Rights Policy Against Against Shareholder 8 Amend Articles/Bylaws/Charter -- Call Against For Shareholder Special Meetings -------------------------------------------------------------------------------- CHINA MOBILE LIMITED Ticker: 941 Security ID: 16941M109 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: APR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend of HK$1.458 Per For For Management Share 3a Reelect Li Yue as Director For For Management 3b Reelect Lu Xiangdong as Director For Against Management 3c Reelect Xin Fanfei as Director For For Management 3d Reelect Frank Wong Kwong Shing as For For Management Director 4 Reappoint KMPG as Auditors and For For Management Authorize Board to Fix Their Remuneration 5 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 6 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 7 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- CHINA UNICOM (HONG KONG) LTD Ticker: 762 Security ID: 16945R104 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: APR 14, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3a1 Reelect Zuo Xunsheng as Director For For Management 3a2 Reelect Tong Jilu as Director For For Management 3a3 Reelect Cheung Wing Lam Linus as For For Management Director 3b Authorize the Board to Fix Remuneration For For Management of Directors 4 Reappoint PricewaterhouseCoopers as For For Management Auditors and Authorize Board to Fix Their Remuneration 5 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 6 Approve Issuance of Equity or For Against Management Equity-Linked Securities without Preemptive Rights 7 Authorize Reissuance of Repurchased For Against Management Shares -------------------------------------------------------------------------------- COOKSON GROUP PLC Ticker: CKSN Security ID: G24108246 Meeting Date: MAY 13, 2010 Meeting Type: Annual Record Date: MAY 11, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Peter Hill as Director For For Management 4 Elect Francois Wanecq as Director For For Management 5 Elect Jeff Harris as Director For For Management 6 Reappoint KPMG Audit plc as Auditors For For Management 7 Authorise Board to Fix Remuneration of For For Management Auditors 8 Authorise Issue of Equity with For For Management Pre-emptive Rights 9 Authorise Issue of Equity without For For Management Pre-emptive Rights 10 Authorise Market Purchase For For Management 11 Authorise EU Political Donations and For For Management Expenditure 12 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- COOPER INDUSTRIES PLC Ticker: CBE Security ID: G24140108 Meeting Date: APR 27, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1a Reelect Stephen G. Butler as Director For For Management 1b Reelect Dan F. Smith as Director For For Management 1c Reelect Gerald B. Smith as Director For For Management 1d Reelect Mark S. Thompson as Director For For Management 2 Accept Financial Statements and For For Management Statutory Reports 3 Approve Ernst & Young as Auditors and For For Management Authorize the Audit Committee to Fix Their Remuneration 4 Authorize Share Repurchase of any For For Management Subsidiary of the Company 5 Authorise Reissuance of Repurchased For For Management Shares -------------------------------------------------------------------------------- CRH PLC Ticker: CRG Security ID: 12626K203 Meeting Date: MAY 5, 2010 Meeting Type: Annual Record Date: MAR 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Consideration Of Financial Statements For For Management And Reports Of Directors and Auditors 2 Declaration Of A Dividend For For Management 3 Consideration Of Report On Directors For For Management Remuneration 4 Re-election Of Director: U.h. Felcht For For Management 5 Re-election Of Director: D.n. O Connor For For Management 6 Re-election Of Director: W.i. O Mahony For For Management 7 Re-election Of Director: J.w. Kennedy For For Management 8 Remuneration Of Auditors For For Management 9 Disapplication Of Pre-emption Rights For For Management 10 Authority To Purchase Own Ordinary For For Management Shares 11 Authority To Re-issue Treasury Shares For For Management 12 Notice Period For Extraordinary General For For Management Meetings 13 New Share Option Schemes For For Management 14 New Savings-related Share Option For For Management Schemes 15 Amendments To Articles Of Association For For Management -------------------------------------------------------------------------------- CUMMINS INC. Ticker: CMI Security ID: 231021106 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: MAR 15, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Robert J. Bernhard For For Management 2 Elect Director Franklin R. Chang-Diaz For For Management 3 Elect Director Robert K. Herdman For For Management 4 Elect Director Alexis M. Herman For For Management 5 Elect Director N. Thomas Linebarger For For Management 6 Elect Director William I. Miller For For Management 7 Elect Director Georgia R. Nelson For For Management 8 Elect Director Theodore M. Solso For For Management 9 Elect Director Carl Ware For For Management 10 Ratify Auditors For For Management -------------------------------------------------------------------------------- E.ON AG (FORMERLY VEBA AG) Ticker: EOAN Security ID: D24914133 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: APR 16, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2009 (Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 1.50 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2009 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2009 5 Approve Remuneration System for For For Management Management Board Members 6a Ratify PriceWaterhouseCoopers AG as For For Management Auditors for Fiscal 2010 6b Ratify PriceWaterhouseCoopers AG as For For Management Auditors for the Inspection of the Abbreviated Financial Statements for the First Half of Fiscal 2010 7 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares 8 Approve Issuance of Warrants/Bonds with For For Management Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 5 Billion; Approve Creation of EUR 175 Million Pool of Capital to Guarantee Conversion Rights 9 Amend Articles Re: Exercise of Voting For For Management Rights at General Meeting due to New German Legislation (Law on Transposition of EU Shareholder's Rights Directive) -------------------------------------------------------------------------------- EUROPEAN AERONAUTIC DEFENSE AND SPACE COMPANY EADS NV Ticker: EAD Security ID: F17114103 Meeting Date: JUN 1, 2010 Meeting Type: Annual Record Date: MAY 14, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting and General Introductory None Did Not Vote Management Statements 2.a Discussion on Company's Corporate None Did Not Vote Management Governance Structure 2.b Receive Explanation on Company's None Did Not Vote Management Reserves and Dividend Policy 2.c Receive Financial Statements and Report None Did Not Vote Management of Management Board (Non-Voting) 3 Discussion of Agenda Items None Did Not Vote Management 4.a Approve Financial Statements and For Did Not Vote Management Statutory Reports 4.b Approve Allocation of Income and For Did Not Vote Management Dividends 4.c Approve Discharge of Board of Directors For Did Not Vote Management 4.d Ratify Ernst & Young Accountants LLP as For Did Not Vote Management Co-Auditors 4.e Ratify KPMG Accountants as Co-Auditors For Did Not Vote Management 4.f Approve Remuneration of Executive and For Did Not Vote Management Non-Executive Directors 4.g Authorize Repurchase of Up to 10 For Did Not Vote Management Percent of Issued Share Capital 5 Close Meeting None Did Not Vote Management -------------------------------------------------------------------------------- FLUOR CORPORATION Ticker: FLR Security ID: 343412102 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 10, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director James T. Hackett For For Management 2 Elect Director Kent Kresa For For Management 3 Elect Director Nader H. Sultan For For Management 4 Ratify Auditors For For Management 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- GARDNER DENVER, INC. Ticker: GDI Security ID: 365558105 Meeting Date: MAY 4, 2010 Meeting Type: Annual Record Date: MAR 5, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Frank J. Hansen For For Management 1.2 Elect Director Diane K. Schumacher For For Management 1.3 Elect Director Charles L. Szews For For Management 2 Ratify Auditors For For Management 3 Approve Executive Incentive Bonus Plan For For Management 4 Amend EEO Policy to Prohibit Against Against Shareholder Discrimination Based on Sexual Orientation and Gender Identity -------------------------------------------------------------------------------- GEA GROUP AG (FORMERLY MG TECHNOLOGIES AG) Ticker: G1A Security ID: D28304109 Meeting Date: APR 21, 2010 Meeting Type: Annual Record Date: MAR 31, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Receive Financial Statements and None None Management Statutory Reports for Fiscal 2009(Non-Voting) 2 Approve Allocation of Income and For For Management Dividends of EUR 0.30 per Share 3 Approve Discharge of Management Board For For Management for Fiscal 2009 4 Approve Discharge of Supervisory Board For For Management for Fiscal 2009 5 Ratify Deloitte & Touche GmbH as For For Management Auditors for Fiscal 2010 6 Authorize Share Repurchase Program and For For Management Reissuance or Cancellation of Repurchased Shares 7 Approve Creation of EUR 72 Million Pool For For Management of Capital without Preemptive Rights 8 Approve Issuance of Warrants/Bonds with For For Management Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 750 Million; Approve Creation of EUR 48.7 Million Pool of Capital to Guarantee Conversion Rights 9 Amend Articles Re: Convocation of, For For Management Audio/Video Transmission of, Registration for, Voting Rights Representation at, and Participation in General Meeting due to New German Legislation (Law on Transposition of EU Shareholder's Rights Directive) -------------------------------------------------------------------------------- GOODRICH CORPORATION Ticker: GR Security ID: 382388106 Meeting Date: APR 20, 2010 Meeting Type: Annual Record Date: MAR 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carolyn Corvi For For Management 1.2 Elect Director Diane C. Creel For For Management 1.3 Elect Director George A. Davidson, Jr. For For Management 1.4 Elect Director Harris E. Deloach, Jr. For For Management 1.5 Elect Director James W. Griffith For For Management 1.6 Elect Director William R. Holland For For Management 1.7 Elect Director John P. Jumper For For Management 1.8 Elect Director Marshall O. Larsen For For Management 1.9 Elect Director Lloyd W. Newton For For Management 1.10 Elect Director Douglas E. Olesen For For Management 1.11 Elect Director Alfred M. Rankin, Jr. For For Management 2 Ratify Auditors For For Management 3 Approve/Amend Executive Incentive Bonus For For Management Plan -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Ticker: HON Security ID: 438516106 Meeting Date: APR 26, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Gordon M. Bethune For For Management 2 Elect Director Kevin Burke For For Management 3 Elect Director Jaime Chico Pardo For For Management 4 Elect Director David M. Cote For For Management 5 Elect Director D. Scott Davis For For Management 6 Elect Director Linnet F. Deily For For Management 7 Elect Director Clive R. Hollick For For Management 8 Elect Director George Paz For For Management 9 Elect Director Bradley T. Sheares For For Management 10 Elect Director Michael W. Wright For For Management 11 Ratify Auditors For For Management 12 Provide Right to Call Special Meeting For For Management 13 Advisory Vote to Ratify Named Executive For For Management Officers' Compensation 14 Provide Right to Act by Written Consent Against For Shareholder 15 Require Independent Board Chairman Against Against Shareholder 16 Review and Amend Code of Conduct to Against Against Shareholder Include Human Rights -------------------------------------------------------------------------------- IBERDROLA RENOVABLES SA Ticker: IBR Security ID: E6244B103 Meeting Date: JUN 9, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Individual and Consolidated For For Management Financial Statements and Statutory Reports for Fiscal Year Ended Dec. 31, 2009 2 Approve Individual and Consolidated For For Management Management Reports for Fiscal Year Ended Dec. 31, 2009 3 Approve Discharge of Directors For For Management 4 Re-elect External Auditor of Individual For For Management and Consolidated Accounts for Fiscal Year 2010 5 Approve Allocation of Income and For For Management Distribution of Dividends Corresponding to Fiscal Year Ended Dec. 31, 2009 6.1 Ratify Appointment of Emilio Ontiveros For For Management Baeza as an Independent Director 6.2 Ratify Appointment of Manuel Amigo For For Management Mateos as an Independent Director 6.3 Ratify Appointment of Juan Manuel For For Management Gonzalez Serna as an Independent Director 6.4 Ratify Appointment of Gustavo Buesa For For Management Ibanez as an Independent Director 7 Authorize Repurchase of Shares; Void For For Management Previous Authorization to the Extent of Unused Portion 8 Authorize Board to Establish and Fund For For Management Associations and Foundations; Void Previous Authorization to the Extent of Unused Portion 9 Amend Articles 9, 43 and 53 of the For For Management Company Bylaws 10 Amend and Approve New Text of General For For Management Meeting Guidelines 11 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- INGERSOLL-RAND PLC Ticker: IR Security ID: G47791101 Meeting Date: JUN 3, 2010 Meeting Type: Annual Record Date: JUN 1, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Ann Berzin as Director For For Management 1b Elect John Bruton as Director For For Management 1c Elect Jared Cohon as Director For For Management 1d Elect Gary Forsee as Director For For Management 1e Elect Peter Godsoe as Director For For Management 1f Elect Edward Hagenlocker as Director For For Management 1g Elect Constance Horner as Director For For Management 1h Elect Michael Lamach as Director For For Management 1i Elect Theodore Martin as Director For Against Management 1j Elect Orin Smith as Director For For Management 1k Elect Richard Swift as Director For Against Management 1l Elect Tony White as Director For For Management 2 Approve an Advisory Proposal Relating For For Management to Executive Pay-For-Performance Compensation Policies and Procedures 3 Approve PricewaterhouseCoopers Auditors For For Management and Authorize Board to Fix Their Remuneration -------------------------------------------------------------------------------- INTERNATIONAL POWER PLC Ticker: IPR Security ID: G4890M109 Meeting Date: MAY 18, 2010 Meeting Type: Annual Record Date: MAY 16, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Elect David Weston as Director For For Management 3 Re-elect Sir Neville Simms as Director For For Management 4 Re-elect Tony Concannon as Director For For Management 5 Re-elect Bruce Levy as Director For For Management 6 Re-elect Tony Isaac as Director For Against Management 7 Re-elect Struan Robertson as Director For For Management 8 Approve Final Dividend For For Management 9 Reappoint KPMG Audit plc as Auditors For For Management and Authorise Their Remuneration 10 Approve Remuneration Report For For Management 11 Authorise Issue of Equity with For For Management Pre-emptive Rights 12 Authorise Issue of Equity without For For Management Pre-emptive Rights 13 Authorise Market Purchase For For Management 14 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 15 Adopt New Articles of Association For For Management 16 Approve UK Sharesave Plan and Global For For Management Sharesave Plan -------------------------------------------------------------------------------- KOMATSU LTD. Ticker: 6301 Security ID: J35759125 Meeting Date: JUN 23, 2010 Meeting Type: Annual Record Date: MAR 31, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Allocation of Income, with a For For Management Final Dividend of JPY 8 2.1 Elect Director Masahiro Sakane For For Management 2.2 Elect Director Kunio Noji For For Management 2.3 Elect Director Yoshinori Komamura For For Management 2.4 Elect Director Yasuo Suzuki For For Management 2.5 Elect Director Kenji Kinoshita For For Management 2.6 Elect Director Masao Fuchigami For For Management 2.7 Elect Director Tetsuji Ohhashi For For Management 2.8 Elect Director Kensuke Hotta For For Management 2.9 Elect Director Noriaki Kanou For For Management 2.10 Elect Director Kouichi Ikeda For For Management 3 Appoint Statutory Auditor Makoto Okitsu For For Management 4 Approve Annual Bonus Payment to For For Management Directors 5 Approve Deep Discount Stock Option Plan For For Management for Directors 6 Approve Deep Discount Stock Option Plan For For Management -------------------------------------------------------------------------------- LAFARGE Ticker: LG Security ID: F54432111 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAY 3, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 2.00 per Ordinary Share and EUR 2.20 per Long-Term Registered Share 4 Approve Auditors' Special Report For For Management Mentioning New and Ongoing Related-Party Transactions 5 Elect Colette Lewiner as Director For For Management 6 Elect Veronique Weill as Director For For Management 7 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 700,000 8 Authorize Repurchase of Up to 5 Percent For For Management of Issued Share Capital 9 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- MCDERMOTT INTERNATIONAL, INC. Ticker: MDR Security ID: 580037109 Meeting Date: MAY 7, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect John F. Bookout, III as Director For For Management 1.2 Elect Roger A. Brown as Director For For Management 1.3 Elect Ronald C. Cambre as Director For For Management 1.4 Elect John A. Fees as Director For For Management 1.5 Elect Robert W. Goldman as Director For For Management 1.6 Elect Stephen G. Hanks as Director For For Management 1.7 Elect Oliver D. Kingsley, Jr. as For For Management Director 1.8 Elect D. Bradley McWilliams as Director For For Management 1.9 Elect Richard W. Mies as Director For For Management 1.10 Elect Thomas C. Schievelbein as For For Management Director 1.11 Elect David A. Trice as Director For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- MOBILE TELESYSTEMS OJSC Ticker: MTSI Security ID: 607409109 Meeting Date: JUN 24, 2010 Meeting Type: Annual Record Date: MAY 7, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Meeting Chairman For For Management 1.2 Approve Meeting Procedures For For Management Re:Announcement of Voting Results 2 Approve Annual Report, Financial For For Management Statements, and Allocation of Income, Including Dividends 3.1 Elect Anton Abugov as Director None Against Management 3.2 Elect Aleksey Buyanov as Director None Against Management 3.3 Elect Charles Danston as Director None For Management 3.4 Elect Sergey Drosdov as Director None Against Management 3.5 Elect Tatyana Evtushenkova as Director None Against Management 3.6 Elect Ron Sommer as Director None Against Management 3.7 Elect Stanley Miller as Director None For Management 3.8 Elect Paul Ostling as Director None For Management 3.9 Elect Mikhail Shamolin as Director None Against Management 4.1 Elect Vasily Platoshin as Member of For For Management Audit Commission 4.2 Elect Artem Popov as Member of Audit For For Management Commission 4.3 Elect Dmitry Frolov as Member of Audit For For Management Commission 5 Ratify ZAO Deloitte and Touche as For For Management Auditor 6 Approve New Edition of Charter For For Management 7 Approve New Edition of Regulations on For For Management General Meetings -------------------------------------------------------------------------------- NATIONAL OILWELL VARCO, INC. Ticker: NOV Security ID: 637071101 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAR 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ben A. Guill For For Management 1.2 Elect Director Roger L. Jarvis For For Management 1.3 Elect Director Eric L. Mattson For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- OUTOTEC OYJ (OUTOKUMPU TECHNOLOGY) Ticker: OTE1V Security ID: X6026E100 Meeting Date: MAR 18, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2 Calling the Meeting to Order None None Management 3 Designate Inspector or Shareholder For For Management Representative(s) of Minutes of Meeting 4 Acknowledge Proper Convening of Meeting For For Management 5 Prepare and Approve List of For For Management Shareholders 6 Receive Financial Statements and None None Management Statutory Reports; Receive Board's and Auditor's Report; Receive CEO's Review 7 Accept Financial Statements and For For Management Statutory Reports 8 Approve Allocation of Income and For For Management Dividends of EUR 0.70 per Share 9 Approve Discharge of Board and For For Management President 10 Approve Monthly Remuneration of For For Management Directors in the Amount of EUR 5,000 for Chairman, EUR 4,000 for Vice Chairman, and EUR 3,000 for Other Directors; Approve Attendance Fees for Board and Committee Work 11 Fix Number of Directors at Six For For Management 12 Reelect Carl-Gustaf Bergstrom (Chair), For For Management Karri Kaitue, Hannu Linnoinen, and Anssi Soila as Directors; Elect Eija Ailasmaa and Tapani Jarvinen as New Directors 13 Approve Remuneration of Auditors For For Management 14 Ratify KPMG Oy Ab as Auditors For For Management 15 Authorize Repurchase of up to 4.6 For For Management Million Issued Shares 16 Approve Issuance of up to 4.6 Million For For Management Shares without Preemptive Rights 17 Amend Articles Re: Notification of For For Management General Meeting 18 Approve Charitable Donations of up to For For Management EUR 600,000 to Finnish Universities 19 Close Meeting None None Management -------------------------------------------------------------------------------- PEABODY ENERGY CORPORATION Ticker: BTU Security ID: 704549104 Meeting Date: MAY 4, 2010 Meeting Type: Annual Record Date: MAR 12, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gregory H. Boyce For For Management 1.2 Elect Director William A. Coley For For Management 1.3 Elect Director William E. James For For Management 1.4 Elect Director Robert B. Karn, III For For Management 1.5 Elect Director M. Frances Keeth For For Management 1.6 Elect Director Henry E. Lentz For For Management 1.7 Elect Director Robert A. Malone For For Management 1.8 Elect Director William C. Rusnack For For Management 1.9 Elect Director John F. Turner For For Management 1.10 Elect Director Alan H. Washkowitz For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- PRYSMIAN S.P.A. Ticker: PRY Security ID: T7630L105 Meeting Date: APR 13, 2010 Meeting Type: Annual/Special Record Date: MAR 29, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements, Statutory For Did Not Vote Management Reports, and Allocation of Income 2 Appoint Internal Statutory Auditors and For Did Not Vote Management Approve Auditors' Remuneration 3 Elect Stefano Bulletti as Director For Did Not Vote Management 4 Approve Remuneration of Directors For Did Not Vote Management 5 Approve Equity Compensation Plans For Did Not Vote Management 1 Amend Stock Option Schemes For Did Not Vote Management -------------------------------------------------------------------------------- QUANTA SERVICES, INC. Ticker: PWR Security ID: 74762E102 Meeting Date: MAY 20, 2010 Meeting Type: Annual Record Date: MAR 22, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James R. Ball For For Management 1.2 Elect Director John R. Colson For For Management 1.3 Elect Director J. Michal Conaway For For Management 1.4 Elect Director Ralph R. DiSibio For For Management 1.5 Elect Director Bernard Fried For For Management 1.6 Elect Director Louis C. Golm For For Management 1.7 Elect Director Worthing F. Jackman For For Management 1.8 Elect Director Bruce Ranck For For Management 1.9 Elect Director John R. Wilson For For Management 1.10 Elect Director Pat Wood, III For For Management 2 Ratify Auditors For For Management 3 Require a Majority Vote for the Against Against Shareholder Election of Directors -------------------------------------------------------------------------------- RIO TINTO PLC Ticker: RIO Security ID: G75754104 Meeting Date: APR 15, 2010 Meeting Type: Annual Record Date: APR 13, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Robert Brown as Director For For Management 4 Elect Ann Godbehere as Director For For Management 5 Elect Sam Walsh as Director For For Management 6 Re-elect Guy Elliott as Director For For Management 7 Re-elect Michael Fitzpatrick as For For Management Director 8 Re-elect Lord Kerr of Kinlochard as For For Management Director 9 Reappoint PricewaterhouseCoopers LLP as For For Management Auditor and Authorise Their Remuneration 10 Authorise Issue of Equity with For For Management Pre-emptive Rights 11 Authorise Issue of Equity without For For Management Pre-emptive Rights 12 Authorise Market Purchase For For Management 13 Authorise the Company to Call EGM with For For Management Two Weeks' Notice -------------------------------------------------------------------------------- SBA COMMUNICATIONS CORPORATION Ticker: SBAC Security ID: 78388J106 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: MAR 8, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director George R. Krouse, Jr. For For Management 1.2 Elect Director Kevin L. Beebe For For Management 1.3 Elect Director Jack Langer For For Management 1.4 Elect Director Jeffrey A. Stoops For For Management 2 Ratify Auditors For For Management 3 Increase Authorized Common Stock For For Management 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- SCHLUMBERGER LTD. Ticker: SLB Security ID: 806857108 Meeting Date: APR 7, 2010 Meeting Type: Annual Record Date: FEB 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect P. Camus as Director For For Management 1.2 Elect P. Currie as Director For For Management 1.3 Elect J.S. Gorelick as Director For For Management 1.4 Elect A. Gould as Director For For Management 1.5 Elect T. Isaac as Director For For Management 1.6 Elect K.V. Kamath as Director For For Management 1.7 Elect N. Kudryavtsev as Director For For Management 1.8 Elect A. Lajous as Director For For Management 1.9 Elect M.E. Marks as Director For For Management 1.10 Elect L.R. Reif as Director For For Management 1.11 Elect T.I. Sandvold as Director For For Management 1.12 Elect H. Seydoux as Director For For Management 2 Adopt and Approve Financials and For For Management Dividends 3 Approve 2010 Omnibus Stock Incentive For For Management Plan 4 Amend Qualified Employee Stock Purchase For For Management Plan 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- SKANSKA AB Ticker: SKA B Security ID: W83567110 Meeting Date: APR 13, 2010 Meeting Type: Annual Record Date: APR 7, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None Did Not Vote Management 2 Elect Sven Unger as Chairman of Meeting For Did Not Vote Management 3 Prepare and Approve List of For Did Not Vote Management Shareholders 4 Approve Agenda of Meeting For Did Not Vote Management 5 Designate Inspector(s) of Minutes of For Did Not Vote Management Meeting 6 Acknowledge Proper Convening of Meeting For Did Not Vote Management 7 Receive Chairman's and CEO's Reviews None Did Not Vote Management 8 Receive Financial Statements and None Did Not Vote Management Statutory Reports; Receive Auditor's Report 9 Approve Financial Statements and For Did Not Vote Management Statutory Reports 10 Approve Allocation of Income and For Did Not Vote Management Dividends of SEK 6.25 Per Share 11 Approve Discharge of Board and For Did Not Vote Management President 12 Determine Number of Members (9) and For Did Not Vote Management Deputy Members (0) of Board 13 Approve Remuneration of Directors in For Did Not Vote Management the Amount of SEK 1.35 Million for Chairman, and SEK 450,000 for Other Non-executive Directors; Approve Compensation for Committee Work; Approve Remuneration of Auditors 14 Reelect Finn Johnsson, Johan Karlstrom, For Did Not Vote Management Stuart Graham, Sverker Martin-Lof (Chair), Adrian Montague, Lars Pettersson, and Matti Sundberg as Directors; Elect Josephine Rydberg-Dumont and Charlotte Stromberg as New Directors 15 Authorize Chairman of Board and For Did Not Vote Management Representatives of Four or Five of Company's Largest Shareholders to Serve on Nominating Committee 16 Approve Remuneration Policy And Other For Did Not Vote Management Terms of Employment For Executive Management 17 Authorize Repurchase of up to 4.5 For Did Not Vote Management Million Class B Shares in Connection with 2008/2010 Employee Ownership Program 18a Approve 2011/2013 Employee Ownership For Did Not Vote Management Program (Share Matching Plan) for Key Employees 18b Authorize Repurchase of up to 4.5 For Did Not Vote Management Million Class B Shares and Authorize Reissuance of 11.2 Million Class B shares in Connection with 2011/2013 Employee Ownership Program 18c Approve Equity Swap Agreement with For Did Not Vote Management Third Party as Alternative to Item 18b 19 Close Meeting None Did Not Vote Management -------------------------------------------------------------------------------- SUEZ ENVIRONNEMENT COMPANY Ticker: SEV Security ID: F4984P118 Meeting Date: MAY 20, 2010 Meeting Type: Annual/Special Record Date: MAY 17, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.30 per Share 4 Approve Auditors' Special Report For For Management Regarding Related-Party Transactions 5 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 450,000 6 Ratify Appointment of Patrick Ouart as For For Management Director 7 Elect Jerome Tolot as Director For For Management 8 Elect Dirk Beeuwsaert as Director For For Management 9 Elect Alain Chaigneau as Director For For Management 10 Elect Guillaume Pepy as Director For For Management 11 Elect Gilles Benoist as Director For For Management 12 Elect Gerald Arbola as Director For For Management 13 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 14 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 15 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 220 Million 16 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 220 Million 17 Approve Issuance of Shares Up to EUR For For Management 220 Million for a Private Placement 18 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Under Items 15 to 17 Above 19 Authorize Board to Set Issue Price for For Against Management 10 Percent Per Year of Issued Capital Pursuant to Issue Authority without Preemptive Rights 20 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Future Acquisitions 21 Authorize Capitalization of Reserves of For For Management Up to EUR 220 Million for Bonus Issue or Increase in Par Value 22 Authorize Capital Increase of Up to EUR For For Management 220 Million for Future Exchange Offers 23 Approve Issuance of Securities For For Management Convertible into Debt 24 Approve Employee Stock Purchase Plan For For Management 25 Approve Stock Purchase Plan Reserved For For Management for International Employees 26 Authorize up to 1 Percent of Issued For For Management Capital for Use in Restricted Stock Plan 27 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- TELEFONICA S.A. Ticker: TEF Security ID: 879382109 Meeting Date: JUN 2, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Individual and Consolidated For For Management Financial Statements, Statutory Reports, Allocation of Income, and Discharge Directors for Fiscal Year 2009 2 Approve Distribution of Dividend For For Management Charged to Unrestricted Reserves 3 Authorize Repurchase of Shares For For Management 4 Authorize Issuance of Convertible Bonds For For Management and Other Debt Securities Without Preemptive Rights 5 Reelect Auditors for Fiscal Year 2010 For For Management 6 Authorize Board to Ratify and Execute For For Management Approved Resolutions -------------------------------------------------------------------------------- TELVENT GIT SA Ticker: TLVT Security ID: E90215109 Meeting Date: MAR 16, 2010 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Amend Article 24 of Bylaws Re: Increase For Against Management Board Size to Twelve Members 2 Elect Directors For Against Management 3 Authorize Capital Increase in For Against Management Accordance with Art. 153 of Company Law with the Possibility of Excluding Preemptive Rights 4 Authorize Issuance of Convertible For Against Management Bonds, Debentures, Warrants or Any Other Debt up to EUR 500 Million within a Three-Year Period 5 Authorize Issuance of Convertible For Against Management Bonds, Debentures, Warrants or Any Other Debt up to EUR 500 Million without Preemptive Rights within a Three-Year Period 6 Authorize Board to Ratify and Execute For Against Management Approved Resolutions 7 Approve Minutes of Meeting For Against Management -------------------------------------------------------------------------------- TELVENT GIT SA Ticker: TLVT Security ID: E90215109 Meeting Date: MAY 24, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Conversion of Securities up to For Against Management EUR 149.26 Million Without Preemptive Rights; Consequently Approve Increase in Capital 2 Accept Individual and Consolidated For For Management Financial Statements and Statutory Reports for Fiscal Year 2009 3 Approve Allocation of Income for Fiscal For For Management Year 2009 4 Approve Discharge of Directors for For For Management Fiscal Year 2009 5 Approve Remuneration of Directors for For For Management Fiscal Year 2009 6 Re-elect or Appoint External Auditor of For For Management Individual and Consolidated Accounts For Fiscal Year 2010 7 Authorize Board to Ratify and Execute For For Management Approved Resolutions 8 Approve Minutes of Meeting For For Management -------------------------------------------------------------------------------- TRANSOCEAN LTD. Ticker: RIG Security ID: H8817H100 Meeting Date: MAY 14, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Discharge of Board and Senior For For Management Management 3 Approve Allocation of Income and For For Management Omission of Dividends 4 Change Location of Registered Office to For For Management Steinhausen, Switzerland 5 Approve Creation of CHF 2.5 Billion For Against Management Pool of Capital without Preemptive Rights 6 Approve Reduction in Share Capita and For For Management Repayment of $3.11 per Sharel 7 Amend Articles Re: Share Certificates For For Management due to New Swiss Federal Act on Intermediated Securities 8a Elect Steven Newman as Director For For Management 8b Reelect Thomas Carson as Director For For Management 8c Reelect Robert Sprague as Director For For Management 8d Reelect J. Michael Talbert as Director For For Management 8e Reelect John Whitmire as Director For For Management 9 Appointment Of Ernst & Young LLP as For For Management Independent Registered Public Accounting Firm for Fiscal Year 2010 10 Transact Other Business (Voting) For Against Management -------------------------------------------------------------------------------- TRINITY INDUSTRIES, INC. Ticker: TRN Security ID: 896522109 Meeting Date: MAY 3, 2010 Meeting Type: Annual Record Date: MAR 19, 2010 # 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 Ronald W. Haddock For For Management 1.7 Elect Director Jess T. Hay For For Management 1.8 Elect Director Adrian Lajous For For Management 1.9 Elect Director Charles W. Matthews For For Management 1.10 Elect Director Diana S. Natalicio For For Management 1.11 Elect Director Timothy R. Wallace For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Auditors For For Management -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 6, 2010 Meeting Type: Annual Record Date: FEB 26, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Andrew H. Card, Jr. For For Management 2 Elect Director Erroll B. Davis, Jr. For For Management 3 Elect Director Thomas J. Donohue For For Management 4 Elect Director Archie W. Dunham For For Management 5 Elect Director Judith Richards Hope For For Management 6 Elect Director Charles C. Krulak For For Management 7 Elect Director Michael R. McCarthy For For Management 8 Elect Director Michael W. McConnell For For Management 9 Elect Director Thomas F. McLarty III For For Management 10 Elect Director Steven R. Rogel For For Management 11 Elect Director Jose H. Villarreal For For Management 12 Elect Director James R. Young For For Management 13 Ratify Auditors For For Management 14 Require Independent Board Chairman Against Against Shareholder 15 Reduce Supermajority Vote Requirement Against For Shareholder -------------------------------------------------------------------------------- UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: APR 14, 2010 Meeting Type: Annual Record Date: FEB 16, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Louis R. Chenevert For For Management 1.2 Elect Director John V. Faraci For For Management 1.3 Elect Director Jean-Pierre Garnier, For For Management Ph.D. 1.4 Elect Director Jamie S. Gorelick For For Management 1.5 Elect Director Carlos M. Gutierrez For For Management 1.6 Elect Director Edward A. Kangas For For Management 1.7 Elect Director Charles R. Lee For For Management 1.8 Elect Director Richard D. McCormick For For Management 1.9 Elect Director Harold McGraw, III For For Management 1.10 Elect Director Richard B. Myers For For Management 1.11 Elect Director H. Patrick Swygert For For Management 1.12 Elect Director Andre Villeneuve For For Management 1.13 Elect Director Christine Todd Whitman For For Management 2 Ratify Auditors For For Management 3 Advisory Vote to Ratify Named Executive Against Against Shareholder Officers' Compensation -------------------------------------------------------------------------------- USINAS SIDERURGICAS DE MINAS GERAIS S.A. - USIMINAS Ticker: USNMY Security ID: P9632E117 Meeting Date: APR 30, 2010 Meeting Type: Annual Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2009 2 Approve Allocation of Income and For For Management Dividends 3 Approve Remuneration of Executive For For Management Officers, Non-Executive Directors 4 Elect Directors For For Management 5 Elect Fiscal Council Members and Fix For For Management Their Remuneration -------------------------------------------------------------------------------- VALE S.A. Ticker: VALE3 Security ID: 91912E105 Meeting Date: APR 27, 2010 Meeting Type: Annual/Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2009 2 Approve Allocation of Income and For For Management Dividends 3 Elect Fiscal Council Members For For Management 4 Approve Remuneration of Executive For Against Management Officers, Non-Executive Directors, and Fiscal Council Members 1 Authorize Capitalization of Reserves For For Management 2 Elect Director For Against Management -------------------------------------------------------------------------------- VALE S.A. Ticker: VALE3 Security ID: 91912E105 Meeting Date: JUN 22, 2010 Meeting Type: Special Record Date: # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Jose Mauro Mettrau Carneiro da For For Management Cunha as Director -------------------------------------------------------------------------------- VEOLIA ENVIRONNEMENT Ticker: VIE Security ID: F9686M107 Meeting Date: MAY 7, 2010 Meeting Type: Annual/Special Record Date: MAY 4, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Accept Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Non-Tax Deductible Expenses For For Management 4 Approve Allocation of Income and For For Management Dividends of EUR 1.21 per Share 5 Approve Stock Dividend Program For For Management 6 Approve Auditors' Special Report For Against Management Regarding Related-Party Transactions 7 Amend Terms Regarding Related-Party For For Management Transactions for Executive Corporate Officers 8 Approve Agreement for Antoine Frerot For For Management 9 Reelect Daniel Bouton as Director For For Management 10 Reelect Jean Francois Dehecq as For For Management Director 11 Reelect Paul Louis Girardot as Director For For Management 12 Ratify Appointement of Esther Koplowitz For For Management as Director 13 Reelect Serge Michel as Director For For Management 14 Reelect Georges Ralli as Director For For Management 15 Elect Groupe Industriel Marcel Dassault For For Management as Director 16 Elect Antoine Frerot as Director For For Management 17 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 18 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to 40 Percent of the Capital 19 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to 10 Percent of the Capital 20 Approve Issuance of Shares up to 20 For For Management Percent of Issued Capital Per Year for a Private Placement 21 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Future Acquisitions 22 Authorize Capitalization of Reserves of For For Management Up to EUR 400 Million for Bonus Issue or Increase in Par Value 23 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 24 Approve Employee Stock Purchase Plan For For Management 25 Approve Employee Stock Purchase Plan For For Management for International Employees 26 Authorize up to 1 Percent of Issued For For Management Capital for Use in Stock Option Plan 27 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 28 Authorize Board to Issue Free Warrants For For Management with Preemptive Rights During a Public Tender Offer or Share Exchange 29 Amend Article 17 of Bylaws Re: For For Management Appointment of Censors 30 Authorize Filing of Required For For Management Documents/Other Formalities 31 Elect Qatari Diar Real Estate For Against Management Investment Company as Director -------------------------------------------------------------------------------- VINCI Ticker: DG Security ID: F5879X108 Meeting Date: MAY 6, 2010 Meeting Type: Annual/Special Record Date: MAY 3, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Consolidated Financial For For Management Statements and Statutory Reports 2 Approve Financial Statements and For For Management Statutory Reports 3 Approve Allocation of Income and For For Management Dividends of EUR 1.62 per Share 4 Authorize Payment of Dividends by For For Management Shares 5 Reelect Dominique Ferrero as Director For For Management 6 Reelect Xavier Huillard as Director For For Management 7 Reelect Henri Saint Olive as Director For For Management 8 Reelect Yves-Thibault de Silguy as For For Management Director 9 Elect Qatari Diar Real Estate For For Management Investment Company as Director 10 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 920,000 11 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 12 Approve Transaction with Vinci For For Management Concessions Re: Participation in Aegean Motorway SA 13 Approve Transaction with Vinci For For Management Concessions Re: Participation in Olympia Odos and Olympia Odos Operation 14 Amend Transaction with Vinci For For Management Concessions Re: Financing Obtained by Arcour, Contractor of A19 Highway 15 Approve Transaction with Vinci For For Management Concessions Re: Financing of A-Modell A5 Highway Concession 16 Approve Transaction with Vinci For For Management Concessions Re: Participation in ASF 17 Approve Additional Pension Scheme For For Management Agreement for Xavier Huillard 18 Approve Severance Payment Agreement for For For Management Xavier Huillard 19 Approve Transaction with For Against Management YTSeuropaconsultants Re: Consulting Services 20 Approve Reduction in Share Capital via For For Management Cancellation of Repurchased Shares 21 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 150 Million 22 Approve Employee Stock Purchase Plan For For Management 23 Approve Stock Purchase Plan Reserved For For Management for International Employees 24 Amend Articles 17 of Bylaws Re: For For Management Attendance to General Meetings Through Videoconference and Telecommunication 25 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- WABCO HOLDINGS INC. Ticker: WBC Security ID: 92927K102 Meeting Date: MAY 27, 2010 Meeting Type: Annual Record Date: APR 6, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jacques Esculier For For Management 1.2 Elect Director Kenneth J. Martin For For Management 1.3 Elect Director Donald J. Stebbins For For Management 2 Ratify Auditors For For Management -------------------------------------------------------------------------------- WEIR GROUP PLC, THE Ticker: WEIR Security ID: G95248137 Meeting Date: MAY 12, 2010 Meeting Type: Annual Record Date: MAY 10, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Elect Jon Stanton as Director For For Management 5 Re-elect Keith Cochrane as Director For For Management 6 Re-elect Alan Mitchelson as Director For For Management 7 Re-elect Lord Smith of Kelvin as For For Management Director 8 Reappoint Ernst & Young LLP as Auditors For For Management 9 Authorise Board to Fix Remuneration of For For Management Auditors 10 Authorise Issue of Equity with For For Management Pre-emptive Rights 11 Authorise Issue of Equity without For For Management Pre-emptive Rights 12 Authorise Market Purchase For For Management 13 Adopt New Articles of Association For For Management 14 Authorise the Company to Call EGM with For For Management Two Weeks' Notice 15 Amend Long-Term Incentive Plan For For Management -------------------------------------------------------------------------------- WILLBROS GROUP, INC. Ticker: WG Security ID: 969203108 Meeting Date: MAY 26, 2010 Meeting Type: Annual Record Date: APR 9, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director John T. McNabb, II For For Management 2 Elect Director Robert L. Sluder For For Management 3 Elect Director S. Miller Williams For For Management 4 Approve Omnibus Stock Plan For For Management 5 Ratify Auditors For For Management -------------------------------------------------------------------------------- XSTRATA PLC Ticker: XTA Security ID: G9826T102 Meeting Date: MAY 5, 2010 Meeting Type: Annual Record Date: MAY 3, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Final Dividend For For Management 3 Approve Remuneration Report For For Management 4 Re-elect Mick Davis as Director For For Management 5 Re-elect David Rough as Director For For Management 6 Re-elect Sir Steve Robson as Director For For Management 7 Re-elect Willy Strothotte as Director For For Management 8 Elect Dr Con Fauconnier as Director For For Management 9 Reappoint Ernst & Young LLP as Auditors For For Management and Authorise Their Remuneration 10 Authorise Issue of Equity with For For Management Pre-emptive Rights 11 Authorise Issue of Equity without For For Management Pre-emptive Rights 12 Authorise the Company to Call EGM with For For Management Not Less Than 20 Clear Days' Notice 13 Amend Articles of Association For For Management -------------------------------------------------------------------------------- YARA INTERNATIONAL ASA Ticker: YAR Security ID: R9900C106 Meeting Date: MAY 11, 2010 Meeting Type: Annual Record Date: APR 23, 2010 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Chairman of Meeting; Designate For For Management Inspector(s) of Minutes of Meeting 2 Approve Financial Statements and For For Management Statutory Reports; Approve Allocation of Income and Dividends of NOK 4.50 per Share 3 Approve Remuneration Policy And Other For Against Management Terms of Employment For Executive Management 4 Approve Remuneration of Auditors For For Management 5 Reelect Oivind Lund (Chair), Elect For For Management Bernt Reitan, Elisabeth Harstad, and Leiv Nergaard as Directors; Elect Hilde Aasheim as New Director 6 Approve Remuneration of Directors in For For Management the Amount of NOK 430,000 for Chairman, and NOK 247,000 for Other Directors; Approve Remuneration for Committee Work 7 Elect Bjorg Ven (Chair), Thorunn Bakke, For Against Management and Olaug Svarva as Members of Nominating Committee 8 Amend Articles Re: Approve Electronic For For Management Distribution of Documents Pertaining to General Meetings 9 Authorize Repurchase of up to Five For For Management Percent of Share Capital and Reissuance of Repurchased Shares ========== END N-PX 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. ING INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUND By: /s/ Shaun P. Mathews -------------------------------------- Shaun P. Mathews President and Chief Executive Officer Date: August 27, 2010