Investment Company Report

BT GROUP PLC

Security

05577E101

Meeting Type

Annual

Ticker Symbol

BT

Meeting Date

13-Jul-2016

ISIN

US05577E1010

Agenda

934439349 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

REPORT AND ACCOUNTS

Management

For

For

For

2.

ANNUAL REMUNERATION REPORT

Management

For

For

For

3.

FINAL DIVIDEND

Management

For

For

For

4.

RE-ELECT SIR MICHAEL RAKE

Management

For

For

For

5.

RE-ELECT GAVIN PATTERSON

Management

For

For

For

6.

RE-ELECT TONY BALL

Management

For

For

For

7.

RE-ELECT IAIN CONN

Management

For

For

For

8.

RE-ELECT ISABEL HUDSON

Management

For

For

For

9.

RE-ELECT KAREN RICHARDSON

Management

For

For

For

10.

RE-ELECT NICK ROSE

Management

For

For

For

11.

RE-ELECT JASMINE WHITBREAD

Management

For

For

For

12.

ELECT MIKE INGLIS

Management

For

For

For

13.

ELECT TIM HOTTGES

Management

For

For

For

14.

ELECT SIMON LOWTH

Management

For

For

For

15.

AUDITORS' RE-APPOINTMENT

Management

For

For

For

16.

AUDITORS' REMUNERATION

Management

For

For

For

17.

AUTHORITY TO ALLOT SHARES

Management

For

For

For

18.

AUTHORITY TO ALLOT SHARES FOR CASH (SPECIAL RESOLUTION)

Management

For

For

For

19.

AUTHORITY TO PURCHASE OWN SHARES (SPECIAL RESOLUTION)

Management

For

For

For

20.

14 DAYS' NOTICE OF MEETING (SPECIAL RESOLUTION)

Management

For

For

For

21.

POLITICAL DONATIONS

Management

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

30,000

0

24-Jun-2016

07-Jul-2016

NATIONAL GRID PLC

Security

636274300

Meeting Type

Annual

Ticker Symbol

NGG

Meeting Date

25-Jul-2016

ISIN

US6362743006

Agenda

934450658 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS

Management

For

For

For

2.

TO DECLARE A FINAL DIVIDEND

Management

For

For

For

3.

TO RE-ELECT SIR PETER GERSHON

Management

For

For

For

4.

TO RE-ELECT JOHN PETTIGREW

Management

For

For

For

5.

TO RE-ELECT ANDREW BONFIELD

Management

For

For

For

6.

TO ELECT DEAN SEAVERS

Management

For

For

For

7.

TO ELECT NICOLA SHAW

Management

For

For

For

8.

TO RE-ELECT NORA MEAD BROWNELL

Management

For

For

For

9.

TO RE-ELECT JONATHAN DAWSON

Management

For

For

For

10.

TO RE-ELECT THERESE ESPERDY

Management

For

For

For

11.

TO RE-ELECT PAUL GOLBY

Management

For

For

For

12.

TO RE-ELECT RUTH KELLY

Management

For

For

For

13.

TO RE-ELECT MARK WILLIAMSON

Management

For

For

For

14.

TO REAPPOINT THE AUDITORS PRICEWATERHOUSECOOPERS LLP

Management

For

For

For

15.

TO AUTHORISE THE DIRECTORS TO SET THE AUDITORS' REMUNERATION

Management

For

For

For

16.

TO APPROVE THE DIRECTORS' REMUNERATION REPORT EXCLUDING THE EXCERPTS FROM THE REMUNERATION POLICY

Management

For

For

For

17.

TO AUTHORISE THE COMPANY TO MAKE POLITICAL DONATIONS

Management

For

For

For

18.

TO AUTHORISE THE DIRECTORS TO ALLOT ORDINARY SHARES

Management

For

For

For

19.

SPECIAL RESOLUTION: TO DISAPPLY PRE-EMPTION RIGHTS

Management

For

For

For

20.

SPECIAL RESOLUTION: TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES

Management

For

For

For

21.

SPECIAL RESOLUTION: TO AUTHORISE THE DIRECTORS TO HOLD GENERAL MEETINGS ON 14 WORKING DAYS' NOTICE

Management

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

87,000

0

11-Jul-2016

18-Jul-2016

NATIONAL GRID PLC, LONDON

Security

G6375K151

Meeting Type

Annual General Meeting

Ticker Symbol

Meeting Date

25-Jul-2016

ISIN

GB00B08SNH34

Agenda

707173059 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1

TO RECEIVE THE ANNUAL REPORT AND ACCOUNTS

Management

For

For

For

2

TO DECLARE A FINAL DIVIDEND

Management

For

For

For

3

TO RE-ELECT SIR PETER GERSHON

Management

For

For

For

4

TO RE-ELECT JOHN PETTIGREW

Management

For

For

For

5

TO RE-ELECT ANDREW BONFIELD

Management

For

For

For

6

TO RE-ELECT DEAN SEAVERS

Management

For

For

For

7

TO ELECT NICOLA SHAW

Management

For

For

For

8

TO RE-ELECT NORA MEAD BROWNELL

Management

For

For

For

9

TO RE-ELECT JONATHAN DAWSON

Management

For

For

For

10

TO RE-ELECT THERESE ESPERDY

Management

For

For

For

11

TO RE-ELECT PAUL GOLBY

Management

For

For

For

12

TO RE-ELECT RUTH KELLY

Management

For

For

For

13

TO RE-ELECT MARK WILLIAMSON

Management

For

For

For

14

TO REAPPOINT THE AUDITORS PRICEWATERHOUSECOOPERS LLP

Management

For

For

For

15

TO AUTHORISE THE DIRECTORS TO SET THE AUDITORS' REMUNERATION

Management

For

For

For

16

TO APPROVE THE DIRECTORS' REMUNERATION REPORT EXCLUDING THE EXCERPTS FROM THE REMUNERATION POLICY

Management

For

For

For

17

TO AUTHORISE THE COMPANY TO MAKE POLITICAL DONATIONS

Management

For

For

For

18

TO AUTHORISE THE DIRECTORS TO ALLOT ORDINARY SHARES

Management

For

For

For

19

TO DISAPPLY PRE-EMPTION RIGHTS

Management

For

For

For

20

TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES

Management

For

For

For

21

TO AUTHORISE THE DIRECTORS TO HOLD GENERAL MEETINGS ON 14 WORKING DAYS' NOTICE

Management

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

AL42

AL42

STATE STREET BANK

350,000

0

18-Jul-2016

19-Jul-2016

VODAFONE GROUP PLC

Security

92857W308

Meeting Type

Annual

Ticker Symbol

VOD

Meeting Date

29-Jul-2016

ISIN

US92857W3088

Agenda

934454947 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

TO RECEIVE THE COMPANY'S ACCOUNTS, THE STRATEGIC REPORT AND REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31 MARCH 2016

Management

For

For

For

2.

TO RE-ELECT GERARD KLEISTERLEE AS A DIRECTOR

Management

For

For

For

3.

TO RE-ELECT VITTORIO COLAO AS A DIRECTOR

Management

For

For

For

4.

TO RE-ELECT NICK READ AS A DIRECTOR

Management

For

For

For

5.

TO RE-ELECT SIR CRISPIN DAVIS AS A DIRECTOR

Management

For

For

For

6.

TO RE-ELECT DR MATHIAS DOPFNER AS A DIRECTOR

Management

For

For

For

7.

TO RE-ELECT DAME CLARA FURSE AS A DIRECTOR

Management

For

For

For

8.

TO RE-ELECT VALERIE GOODING AS A DIRECTOR

Management

For

For

For

9.

TO RE-ELECT RENEE JAMES AS A DIRECTOR

Management

For

For

For

10.

TO RE-ELECT SAMUEL JONAH AS A DIRECTOR

Management

For

For

For

11.

TO RE-ELECT NICK LAND AS A DIRECTOR

Management

For

For

For

12.

TO ELECT DAVID NISH AS A DIRECTOR IN ACCORDANCE WITH THE COMPANY'S ARTICLES OF ASSOCIATION

Management

For

For

For

13.

TO RE-ELECT PHILIP YEA AS A DIRECTOR

Management

For

For

For

14.

TO DECLARE A FINAL DIVIDEND OF 7.77 PENCE PER ORDINARY SHARE FOR THE YEAR ENDED 31 MARCH 2016

Management

For

For

For

15.

TO APPROVE THE REMUNERATION REPORT OF THE BOARD FOR THE YEAR ENDED 31 MARCH 2016

Management

For

For

For

16.

TO REAPPOINT PRICEWATERHOUSE COOPERS LLP AS THE COMPANY'S AUDITOR UNTIL THE END OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY

Management

For

For

For

17.

TO AUTHORISE THE AUDIT AND RISK COMMITTEE TO DETERMINE THE REMUNERATION OF THE AUDITOR

Management

For

For

For

18.

TO AUTHORISE THE DIRECTORS TO ALLOT SHARES

Management

For

For

For

19.

TO AUTHORISE THE DIRECTORS TO DIS-APPLY PRE-EMPTION RIGHTS (SPECIAL RESOLUTION)

Management

For

For

For

20.

TO AUTHORISE THE DIRECTORS TO DIS-APPLY PRE-EMPTION RIGHTS UP TO A FURTHER 5 PER CENT FOR THE PURPOSES OF FINANCING AN ACQUISITION OR OTHER CAPITAL INVESTMENT (SPECIAL RESOLUTION)

Management

For

For

For

21.

TO AUTHORISE THE COMPANY TO PURCHASE ITS OWN SHARES (SPECIAL RESOLUTION)

Management

For

For

For

22.

TO AUTHORISE POLITICAL DONATIONS AND EXPENDITURE

Management

For

For

For

23.

TO AUTHORISE THE COMPANY TO CALL GENERAL MEETINGS (OTHER THAN AGMS) ON 14 CLEAR DAYS' NOTICE (SPECIAL RESOLUTION)

Management

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

204,411

0

20-Jul-2016

26-Jul-2016

INFRAESTRUCTURA ENERGETICA NOVA SAB DE CV, MEXICO

Security

P5R19K107

Meeting Type

ExtraOrdinary General Meeting

Ticker Symbol

Meeting Date

07-Oct-2016

ISIN

MX01IE060002

Agenda

707412829 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

I

A REPORT REGARDING CERTAIN RESOLUTIONS THAT WERE PASSED AT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY THAT WAS HELD ON SEPTEMBER 14, 2015

Management

For

For

For

II

A REPORT REGARDING THE STATUS OF THE ACTIVITIES THAT ARE RELATED TO THE AGREEMENT FOR THE ASSIGNMENT OF A CORPORATE INTEREST DATED JULY 31, 2015, WITH PEMEX GAS Y PETROQUIMICA BASICA, WHICH IS CURRENTLY KNOWN AS PEMEX TRANSFORMACION INDUSTRIAL, FOR THE ACQUISITION BY THE COMPANY OF 50 PERCENT OF THE SHARE CAPITAL OF GASODUCTOS DE CHIHUAHUA, S. DE R.L. DE C.V

Management

For

For

For

III

PAYING IN OF THE SHARE CAPITAL OF THE COMPANY

Management

For

For

For

IV

FOLLOWING UP ON CERTAIN RESOLUTIONS THAT WERE PASSED AT THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY THAT WAS HELD ON SEPTEMBER 14, 2015, A PROPOSAL AND, IF DEEMED APPROPRIATE, RATIFICATION AND APPROVAL IN REGARD TO A. THE UPDATING OF THE LISTING OF THE SHARES OF THE COMPANY ON THE NATIONAL SECURITIES REGISTRY AND THE LISTING OF SECURITIES THAT ARE AUTHORIZED TO BE LISTED ON BOLSA MEXICANA DE VALORES, S.A.B. DE C.V. AND B. THE CONDUCTING OF A PRIMARY PUBLIC OFFERING OF SHARES OF THE COMPANY IN MEXICO AND A PRIMARY PRIVATE OFFERING OF SHARES SIMULTANEOUSLY IN THE UNITED STATES OF AMERICA AND IN OTHER PLACES ABROAD UNDER RULE

Management

For

For

For

144A AND REGULATIONS OF THE SECURITIES ACT OF 1933 OF THE UNITED STATES OF AMERICA, AS WELL AS UNDER THE APPLICABLE LEGISLATION OR RULES IN THE COUNTRIES IN WHICH THE OFFER WILL BE MADE

V

FOLLOWING UP ON ITEM IV OF THE AGENDA ABOVE, A PROPOSAL AND, IF DEEMED APPROPRIATE, APPROVAL OF AN INCREASE IN THE VARIABLE PART OF THE SHARE CAPITAL OF THE COMPANY, BY MEANS OF THE CORRESPONDING ISSUANCE OF SHARES THAT ARE TO BE THE OBJECT OF A PUBLIC OFFERING AND A SIMULTANEOUS PRIVATE OFFERING, UNDER THE TERMS OF ARTICLE 53 OF THE SECURITIES MARKET LAW AND ARTICLE 13 OF THE CORPORATE BYLAWS OF THE COMPANY

Management

For

For

For

VI

A PROPOSAL AND, IF DEEMED APPROPRIATE, APPROVAL FOR THE COMPANY TO OBTAIN FINANCING

Management

For

For

For

VII

A PROPOSAL AND, IF DEEMED APPROPRIATE, APPROVAL FOR THE ACQUISITION OF 100 PERCENT OF THE CAPITAL OF THE ENTITIES THAT ARE THE OWNERS OF THE WINDFARMS VENTIKA I AND VENTIKA II, WHICH TOGETHER MAKE UP VENTIKA, UNDER THE TERMS OF THE PURCHASE AND SALE AGREEMENT THAT WAS ENTERED INTO ON SEPTEMBER 2, 2016, AS WELL AS ANY OTHER ACTS THAT MAY BE NECESSARY IN REGARD TO THE MENTIONED ACQUISITION AND ITS FINANCING, IN FULFILLMENT OF ARTICLE 47 OF THE SECURITIES MARKET LAW

Management

For

For

For

VIII

PROPOSAL AND, IF DEEMED APPROPRIATE, RATIFICATION OR APPOINTMENT OF MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY

Management

For

For

For

IX

RESOLUTIONS REGARDING THE GRANTING OF SPECIAL POWERS FOR THE IMPLEMENTATION OF THE RESOLUTIONS THAT ARE PASSED BY THE GENERAL MEETING

Management

For

For

For

X

A PROPOSAL AND, IF DEEMED APPROPRIATE, APPROVAL OF THE AMENDMENT OF ARTICLE 28 OF THE CORPORATE BYLAWS OF THE COMPANY IN REGARD TO THE MANNER OF ISSUING THE CALL NOTICES FOR THE GENERAL MEETINGS OF SHAREHOLDERS

Management

For

For

For

XI

DESIGNATION OF SPECIAL DELEGATES FROM THE GENERAL MEETING FOR THE EXECUTION AND FORMALIZATION OF ITS RESOLUTIONS

Management

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

AL42

AL42

STATE STREET BANK

625,000

0

03-Oct-2016

04-Oct-2016

ZAYO GROUP HOLDINGS INC

Security

98919V105

Meeting Type

Annual

Ticker Symbol

ZAYO

Meeting Date

08-Nov-2016

ISIN

US98919V1052

Agenda

934485954 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

DIRECTOR

Management

1

RICK CONNOR

For

For

For

2

CATHY MORRIS

For

For

For

2.

RATIFICATION OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR ITS FISCAL YEAR ENDING JUNE 30, 2017.

Management

For

For

For

3.

APPROVE, ON AN ADVISORY BASIS, EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT.

Management

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

130,000

0

18-Oct-2016

09-Nov-2016

THE WILLIAMS COMPANIES, INC.

Security

969457100

Meeting Type

Annual

Ticker Symbol

WMB

Meeting Date

23-Nov-2016

ISIN

US9694571004

Agenda

934492579 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1A.

ELECTION OF DIRECTOR: ALAN S. ARMSTRONG

Management

For

For

For

1B.

ELECTION OF DIRECTOR: STEPHEN W. BERGSTROM

Management

For

For

For

1C.

ELECTION OF DIRECTOR: STEPHEN I. CHAZEN

Management

For

For

For

1D.

ELECTION OF DIRECTOR: KATHLEEN B. COOPER

Management

For

For

For

1E.

ELECTION OF DIRECTOR: PETER A. RAGAUSS

Management

For

For

For

1F.

ELECTION OF DIRECTOR: SCOTT D. SHEFFIELD

Management

For

For

For

1G.

ELECTION OF DIRECTOR: MURRAY D. SMITH

Management

For

For

For

1H.

ELECTION OF DIRECTOR: WILLIAM H. SPENCE

Management

For

For

For

1I.

ELECTION OF DIRECTOR: JANICE D. STONEY

Management

For

For

For

2.

RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS FOR 2016.

Management

For

For

For

3.

APPROVAL, BY NONBINDING ADVISORY VOTE, OF THE COMPANY'S EXECUTIVE COMPENSATION.

Management

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

920,000

0

10-Nov-2016

10-Nov-2016

NEW JERSEY RESOURCES CORPORATION

Security

646025106

Meeting Type

Annual

Ticker Symbol

NJR

Meeting Date

25-Jan-2017

ISIN

US6460251068

Agenda

934514060 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

DIRECTOR

Management

1

JANE M. KENNY

For

For

For

2

SHARON C. TAYLOR

For

For

For

3

DAVID A. TRICE

For

For

For

2.

TO APPROVE A NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Management

For

For

For

3.

TO PROVIDE A NON-BINDING ADVISORY VOTE AS TO THE FREQUENCY (EVERY ONE, TWO OR THREE YEARS) OF THE NON-BINDING SHAREOWNER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Management

1 Year

1 Year

For

4.

TO APPROVE OUR 2017 STOCK AWARD AND INCENTIVE PLAN.

Management

For

For

For

5.

TO RATIFY THE APPOINTMENT BY THE AUDIT COMMITTEE OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2017.

Management

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

20,000

0

18-Jan-2017

26-Jan-2017

ATMOS ENERGY CORPORATION

Security

049560105

Meeting Type

Annual

Ticker Symbol

ATO

Meeting Date

08-Feb-2017

ISIN

US0495601058

Agenda

934516963 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1A.

ELECTION OF DIRECTOR: ROBERT W. BEST

Management

For

For

For

1B.

ELECTION OF DIRECTOR: KIM R. COCKLIN

Management

For

For

For

1C.

ELECTION OF DIRECTOR: KELLY H. COMPTON

Management

For

For

For

1D.

ELECTION OF DIRECTOR: RICHARD W. DOUGLAS

Management

For

For

For

1E.

ELECTION OF DIRECTOR: RUBEN E. ESQUIVEL

Management

For

For

For

1F.

ELECTION OF DIRECTOR: RAFAEL G. GARZA

Management

For

For

For

1G.

ELECTION OF DIRECTOR: RICHARD K. GORDON

Management

For

For

For

1H.

ELECTION OF DIRECTOR: ROBERT C. GRABLE

Management

For

For

For

1I.

ELECTION OF DIRECTOR: MICHAEL E. HAEFNER

Management

For

For

For

1J.

ELECTION OF DIRECTOR: NANCY K. QUINN

Management

For

For

For

1K.

ELECTION OF DIRECTOR: RICHARD A. SAMPSON

Management

For

For

For

1L.

ELECTION OF DIRECTOR: STEPHEN R. SPRINGER

Management

For

For

For

1M.

ELECTION OF DIRECTOR: RICHARD WARE II

Management

For

For

For

2.

PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

Management

For

For

For

3.

PROPOSAL FOR ADVISORY VOTE ON EXECUTIVE COMPENSATION ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL)

Management

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

31,000

0

18-Jan-2017

09-Feb-2017

CENTURYLINK, INC.

Security

156700106

Meeting Type

Special

Ticker Symbol

CTL

Meeting Date

16-Mar-2017

ISIN

US1567001060

Agenda

934531307 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

PROPOSAL TO APPROVE THE ISSUANCE OF CENTURYLINK COMMON STOCK TO LEVEL 3 STOCKHOLDERS IN CONNECTION WITH THE COMBINATION, AS CONTEMPLATED BY THE MERGER AGREEMENT, DATED OCTOBER 31, 2016, AMONG CENTURYLINK, WILDCAT MERGER SUB 1 LLC, WWG MERGER SUB LLC AND LEVEL 3 COMMUNICATIONS, INC.

Management

For

For

For

2.

PROPOSAL TO ADJOURN THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO APPROVE THE PROPOSAL TO ISSUE CENTURYLINK COMMON STOCK IN CONNECTION WITH THE COMBINATION.

Management

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

270,000

0

03-Mar-2017

17-Mar-2017

RED EL CTRICA CORPORACI N S A.

Security

E42807110

Meeting Type

Ordinary General Meeting

Ticker Symbol

Meeting Date

30-Mar-2017

ISIN

ES0173093024

Agenda

707793104 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

CMMT

PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 31 MAR 2017 CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL REMAIN- VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU'

Non-Voting

1

APPROVAL OF INDIVIDUAL ANNUAL ACCOUNTS AND MANAGEMENT REPORT

Management

For

For

For

2

APPROVAL OF CONSOLIDATED ANNUAL ACCOUNTS AND MANAGEMENT REPORT

Management

For

For

For

3

ALLOCATION OF RESULTS

Management

For

For

For

4

APPROVAL OF THE MANAGEMENT OF THE BOARD OF DIRECTORS

Management

For

For

For

5.1

REELECTION OF MS MARIA JOSE GARCIA BEATO AS INDEPENDENT DIRECTOR

Management

For

For

For

5.2

APPOINTMENT OF MR ARSENIO FERNANDEZ DE MESA Y DIAZ DEL RIO

Management

For

For

For

5.3

APPOINTMENT OF MR ALBERTO CARBAJO JOSA AS INDEPENDENT DIRECTOR

Management

For

For

For

6.1

APPROVAL OF THE REMUNERATION OF THE BOARD OF DIRECTORS

Management

For

For

For

6.2

APPROVAL OF THE ANNUAL REMUNERATION REPORT OF THE BOARD OF DIRECTORS

Management

For

For

For

7

DELEGATION OF POWERS TO THE BOARD OF DIRECTORS TO IMPLEMENT AGREEMENTS ADOPTED BY SHAREHOLDERS AT THE GENERAL MEETING

Management

For

For

For

8

INFORMATION ABOUT ANNUAL CORPORATE GOVERNANCE REPORT

Non-Voting

9

INFORMATION ABOUT AMENDMENTS OF THE REGULATION OF THE BOARD OF DIRECTORS

Non-Voting

CMMT

28 FEB 2017: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF THE-TEXT OF RESOLUTION NO 7. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO-NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK-YOU.

Non-Voting

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

AL42

AL42

STATE STREET BANK

100,000

0

24-Mar-2017

27-Mar-2017

THE KRAFT HEINZ COMPANY

Security

500754106

Meeting Type

Annual

Ticker Symbol

KHC

Meeting Date

19-Apr-2017

ISIN

US5007541064

Agenda

934534555 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1A.

ELECTION OF DIRECTOR: GREGORY E. ABEL

Management

For

For

For

1B.

ELECTION OF DIRECTOR: ALEXANDRE BEHRING

Management

For

For

For

1C.

ELECTION OF DIRECTOR: WARREN E. BUFFETT

Management

For

For

For

1D.

ELECTION OF DIRECTOR: JOHN T. CAHILL

Management

For

For

For

1E.

ELECTION OF DIRECTOR: TRACY BRITT COOL

Management

For

For

For

1F.

ELECTION OF DIRECTOR: FEROZ DEWAN

Management

For

For

For

1G.

ELECTION OF DIRECTOR: JEANNE P. JACKSON

Management

For

For

For

1H.

ELECTION OF DIRECTOR: JORGE PAULO LEMANN

Management

For

For

For

1I.

ELECTION OF DIRECTOR: MACKEY J. MCDONALD

Management

For

For

For

1J.

ELECTION OF DIRECTOR: JOHN C. POPE

Management

For

For

For

1K.

ELECTION OF DIRECTOR: MARCEL HERRMANN TELLES

Management

For

For

For

2.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

Management

For

For

For

3.

RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT AUDITORS FOR 2017.

Management

For

For

For

4.

SHAREHOLDER PROPOSAL: RESOLUTION RELATED TO SUSTAINABILITY AND NUTRITION.

Shareholder

Against

Against

For

5.

SHAREHOLDER PROPOSAL: RESOLUTION RELATED TO PACKAGING.

Shareholder

Against

Against

For

6.

SHAREHOLDER PROPOSAL: RESOLUTION RELATED TO DEFORESTATION.

Shareholder

Against

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

66,000

0

13-Apr-2017

20-Apr-2017

SOUTH JERSEY INDUSTRIES, INC.

Security

838518108

Meeting Type

Annual

Ticker Symbol

SJI

Meeting Date

21-Apr-2017

ISIN

US8385181081

Agenda

934551385 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1A.

ELECTION OF DIRECTOR: SARAH M. BARPOULIS

Management

For

For

For

1B.

ELECTION OF DIRECTOR: THOMAS A. BRACKEN

Management

For

For

For

1C.

ELECTION OF DIRECTOR: KEITH S. CAMPBELL

Management

For

For

For

1D.

ELECTION OF DIRECTOR: VICTOR A. FORTKIEWICZ

Management

For

For

For

1E.

ELECTION OF DIRECTOR: SHEILA HARTNETT-DEVLIN, CFA

Management

For

For

For

1F.

ELECTION OF DIRECTOR: WALTER M. HIGGINS III

Management

For

For

For

1G.

ELECTION OF DIRECTOR: SUNITA HOLZER

Management

For

For

For

1H.

ELECTION OF DIRECTOR: MICHAEL J. RENNA

Management

For

For

For

1I.

ELECTION OF DIRECTOR: JOSEPH M. RIGBY

Management

For

For

For

1J.

ELECTION OF DIRECTOR: FRANK L. SIMS

Management

For

For

For

2.

TO HOLD AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

Management

For

For

For

3.

TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF EXECUTIVE COMPENSATION VOTES.

Management

1 Year

1 Year

For

4.

TO CONSIDER AND VOTE ON THE EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN.

Management

For

For

For

5.

TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017.

Management

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

105,000

0

19-Apr-2017

24-Apr-2017

CHARTER COMMUNICATIONS, INC.

Security

16119P108

Meeting Type

Annual

Ticker Symbol

CHTR

Meeting Date

25-Apr-2017

ISIN

US16119P1084

Agenda

934544518 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1A.

ELECTION OF DIRECTOR: W. LANCE CONN

Management

For

For

For

1B.

ELECTION OF DIRECTOR: KIM C. GOODMAN

Management

For

For

For

1C.

ELECTION OF DIRECTOR: CRAIG A. JACOBSON

Management

For

For

For

1D.

ELECTION OF DIRECTOR: GREGORY B. MAFFEI

Management

For

For

For

1E.

ELECTION OF DIRECTOR: JOHN C. MALONE

Management

For

For

For

1F.

ELECTION OF DIRECTOR: JOHN D. MARKLEY, JR.

Management

For

For

For

1G.

ELECTION OF DIRECTOR: DAVID C. MERRITT

Management

For

For

For

1H.

ELECTION OF DIRECTOR: STEVEN A. MIRON

Management

For

For

For

1I.

ELECTION OF DIRECTOR: BALAN NAIR

Management

For

For

For

1J.

ELECTION OF DIRECTOR: MICHAEL A. NEWHOUSE

Management

For

For

For

1K.

ELECTION OF DIRECTOR: MAURICIO RAMOS

Management

For

For

For

1L.

ELECTION OF DIRECTOR: THOMAS M. RUTLEDGE

Management

For

For

For

1M.

ELECTION OF DIRECTOR: ERIC L. ZINTERHOFER

Management

For

For

For

2.

APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION

Management

For

For

For

3.

AN ADVISORY VOTE ON THE FREQUENCY OF HOLDING AN ADVISORY VOTE ON EXECUTIVE COMPENSATION

Management

3 Years

3 Years

For

4.

THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDED DECEMBER 31, 2017

Management

For

For

For

5.

STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS

Shareholder

Against

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

286,000

0

21-Apr-2017

26-Apr-2017

BCE INC.

Security

05534B760

Meeting Type

Annual

Ticker Symbol

BCE

Meeting Date

26-Apr-2017

ISIN

CA05534B7604

Agenda

934549998 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

01

DIRECTOR

Management

1

B.K. ALLEN

For

For

For

2

S. BROCHU

For

For

For

3

R.E. BROWN

For

For

For

4

G.A. COPE

For

For

For

5

D.F. DENISON

For

For

For

6

R.P. DEXTER

For

For

For

7

I. GREENBERG

For

For

For

8

K. LEE

For

For

For

9

M.F. LEROUX

For

For

For

10

G.M. NIXON

For

For

For

11

C. ROVINESCU

For

For

For

12

K. SHERIFF

For

For

For

13

R.C. SIMMONDS

For

For

For

14

P.R. WEISS

For

For

For

02

APPOINTMENT OF DELOITTE LLP AS AUDITORS.

Management

For

For

For

03

ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION AS DESCRIBED IN THE MANAGEMENT PROXY CIRCULAR.

Management

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

505,000

0

21-Apr-2017

27-Apr-2017

PORTLAND GENERAL ELECTRIC CO

Security

736508847

Meeting Type

Annual

Ticker Symbol

POR

Meeting Date

26-Apr-2017

ISIN

US7365088472

Agenda

934544051 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1A.

ELECTION OF DIRECTOR: JOHN W. BALLANTINE

Management

For

For

For

1B.

ELECTION OF DIRECTOR: RODNEY L. BROWN, JR.

Management

For

For

For

1C.

ELECTION OF DIRECTOR: JACK E. DAVIS

Management

For

For

For

1D.

ELECTION OF DIRECTOR: DAVID A. DIETZLER

Management

For

For

For

1E.

ELECTION OF DIRECTOR: KIRBY A. DYESS

Management

For

For

For

1F.

ELECTION OF DIRECTOR: MARK B. GANZ

Management

For

For

For

1G.

ELECTION OF DIRECTOR: KATHRYN J. JACKSON

Management

For

For

For

1H.

ELECTION OF DIRECTOR: NEIL J. NELSON

Management

For

For

For

1I.

ELECTION OF DIRECTOR: M. LEE PELTON

Management

For

For

For

1J.

ELECTION OF DIRECTOR: JAMES J. PIRO

Management

For

For

For

1K.

ELECTION OF DIRECTOR: CHARLES W. SHIVERY

Management

For

For

For

2.

TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2017.

Management

For

For

For

3.

TO APPROVE, BY A NON-BINDING VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

Management

For

For

For

4.

TO RECOMMEND, IN A NON-BINDING VOTE, THE FREQUENCY OF FUTURE NON-BINDING SHAREHOLDER VOTES TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

Management

1 Year

1 Year

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

75,000

0

24-Apr-2017

27-Apr-2017

BAKER HUGHES INCORPORATED

Security

057224107

Meeting Type

Annual

Ticker Symbol

BHI

Meeting Date

27-Apr-2017

ISIN

US0572241075

Agenda

934542893 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1A.

ELECTION OF DIRECTOR: GREGORY D. BRENNEMAN

Management

For

For

For

1B.

ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR.

Management

For

For

For

1C.

ELECTION OF DIRECTOR: MARTIN S. CRAIGHEAD

Management

For

For

For

1D.

ELECTION OF DIRECTOR: WILLIAM H. EASTER III

Management

For

For

For

1E.

ELECTION OF DIRECTOR: LYNN L. ELSENHANS

Management

For

For

For

1F.

ELECTION OF DIRECTOR: ANTHONY G. FERNANDES

Management

For

For

For

1G.

ELECTION OF DIRECTOR: CLAIRE W. GARGALLI

Management

For

For

For

1H.

ELECTION OF DIRECTOR: PIERRE H. JUNGELS

Management

For

For

For

1I.

ELECTION OF DIRECTOR: JAMES A. LASH

Management

For

For

For

1J.

ELECTION OF DIRECTOR: J. LARRY NICHOLS

Management

For

For

For

1K.

ELECTION OF DIRECTOR: JAMES W. STEWART

Management

For

For

For

1L.

ELECTION OF DIRECTOR: CHARLES L. WATSON

Management

For

For

For

2.

AN ADVISORY VOTE RELATED TO THE COMPANY'S EXECUTIVE COMPENSATION PROGRAM.

Management

For

For

For

3.

AN ADVISORY VOTE ON THE FREQUENCY OF THE HOLDING OF AN ADVISORY VOTE ON THE EXECUTIVE COMPENSATION.

Management

1 Year

1 Year

For

4.

THE RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2017.

Management

For

For

For

5.

A STOCKHOLDER PROPOSAL REGARDING A MAJORITY VOTE STANDARD FOR ALL NON-BINDING STOCKHOLDER PROPOSALS.

Shareholder

Against

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

216,000

0

25-Apr-2017

28-Apr-2017

EDISON INTERNATIONAL

Security

281020107

Meeting Type

Annual

Ticker Symbol

EIX

Meeting Date

27-Apr-2017

ISIN

US2810201077

Agenda

934542665 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.1

ELECTION OF DIRECTOR: VANESSA C.L. CHANG

Management

For

For

For

1.2

ELECTION OF DIRECTOR: LOUIS HERNANDEZ, JR.

Management

For

For

For

1.3

ELECTION OF DIRECTOR: JAMES T. MORRIS

Management

For

For

For

1.4

ELECTION OF DIRECTOR: PEDRO J. PIZARRO

Management

For

For

For

1.5

ELECTION OF DIRECTOR: LINDA G. STUNTZ

Management

For

For

For

1.6

ELECTION OF DIRECTOR: WILLIAM P. SULLIVAN

Management

For

For

For

1.7

ELECTION OF DIRECTOR: ELLEN O. TAUSCHER

Management

For

For

For

1.8

ELECTION OF DIRECTOR: PETER J. TAYLOR

Management

For

For

For

1.9

ELECTION OF DIRECTOR: BRETT WHITE

Management

For

For

For

2.

RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Management

For

For

For

3.

ADVISORY VOTE TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION

Management

For

For

For

4.

ADVISORY VOTE ON THE FREQUENCY OF SAY-ON-PAY VOTES

Management

1 Year

1 Year

For

5.

SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER PROXY ACCESS REFORM

Shareholder

Against

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

90,000

0

21-Apr-2017

28-Apr-2017

SCANA CORPORATION

Security

80589M102

Meeting Type

Annual

Ticker Symbol

SCG

Meeting Date

27-Apr-2017

ISIN

US80589M1027

Agenda

934563431 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

DIRECTOR

Management

1

JOHN F.A.V. CECIL

For

For

For

2

D. MAYBANK HAGOOD

For

For

For

3

ALFREDO TRUJILLO

For

For

For

2.

ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION.

Management

For

For

For

3.

ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF THE EXECUTIVE COMPENSATION VOTE.

Management

1 Year

1 Year

For

4.

APPROVAL OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Management

For

For

For

5.

APPROVAL OF BOARD-PROPOSED AMENDMENTS TO ARTICLE 8 OF OUR ARTICLES OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS AND PROVIDE FOR THE ANNUAL ELECTION OF ALL DIRECTORS.

Management

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

528,000

0

21-Apr-2017

28-Apr-2017

AT&T INC.

Security

00206R102

Meeting Type

Annual

Ticker Symbol

T

Meeting Date

28-Apr-2017

ISIN

US00206R1023

Agenda

934539935 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1A.

ELECTION OF DIRECTOR: RANDALL L. STEPHENSON

Management

For

For

For

1B.

ELECTION OF DIRECTOR: SAMUEL A. DI PIAZZA, JR.

Management

For

For

For

1C.

ELECTION OF DIRECTOR: RICHARD W. FISHER

Management

For

For

For

1D.

ELECTION OF DIRECTOR: SCOTT T. FORD

Management

For

For

For

1E.

ELECTION OF DIRECTOR: GLENN H. HUTCHINS

Management

For

For

For

1F.

ELECTION OF DIRECTOR: WILLIAM E. KENNARD

Management

For

For

For

1G.

ELECTION OF DIRECTOR: MICHAEL B. MCCALLISTER

Management

For

For

For

1H.

ELECTION OF DIRECTOR: BETH E. MOONEY

Management

For

For

For

1I.

ELECTION OF DIRECTOR: JOYCE M. ROCHE

Management

For

For

For

1J.

ELECTION OF DIRECTOR: MATTHEW K. ROSE

Management

For

For

For

1K.

ELECTION OF DIRECTOR: CYNTHIA B. TAYLOR

Management

For

For

For

1L.

ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON

Management

For

For

For

1M.

ELECTION OF DIRECTOR: GEOFFREY Y. YANG

Management

For

For

For

2.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS.

Management

For

For

For

3.

ADVISORY APPROVAL OF EXECUTIVE COMPENSATION.

Management

For

For

For

4.

ADVISORY APPROVAL OF FREQUENCY OF VOTE ON EXECUTIVE COMPENSATION

Management

1 Year

1 Year

For

5.

PREPARE POLITICAL SPENDING REPORT.

Shareholder

Against

Against

For

6.

PREPARE LOBBYING REPORT.

Shareholder

Against

Against

For

7.

MODIFY PROXY ACCESS REQUIREMENTS.

Shareholder

Against

Against

For

8.

REDUCE VOTE REQUIRED FOR WRITTEN CONSENT.

Shareholder

Against

Against

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

997AL42

REAVES UTILITY INCOME FUND

10000000

STATE STREET BANK & TRUST CO

1,040,000

0

24-Apr-2017

01-May-2017

INFRAESTRUCTURA ENERGETICA NOVA SAB DE CV, MEXICO

Security

P5R19K107

Meeting Type

Ordinary General Meeting

Ticker Symbol

Meeting Date

28-Apr-2017

ISIN

MX01IE060002

Agenda

708001564 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

I

PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE REPORT FROM THE GENERAL DIRECTOR THAT IS PREPARED IN ACCORDANCE WITH ARTICLE 172 OF THE GENERAL MERCANTILE COMPANIES LAW, ACCOMPANIED BY THE REPORT FROM THE OUTSIDE AUDITOR, IN REGARD TO THE OPERATIONS AND RESULTS OF THE COMPANY FOR THE FISCAL YEAR THAT ENDED ON DECEMBER 31, 2016, AS WELL AS THE OPINION OF THE BOARD OF DIRECTORS IN REGARD TO THE CONTENT OF THAT REPORT, PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE REPORT FROM THE BOARD OF DIRECTORS THAT IS REFERRED TO IN LINE B OF ARTICLE 172 OF THE GENERAL MERCANTILE COMPANIES LAW, IN WHICH ARE CONTAINED THE MAIN ACCOUNTING AND INFORMATION POLICIES AND CRITERIA THAT WERE FOLLOWED IN THE PREPARATION OF THE FINANCIAL INFORMATION OF THE COMPANY, PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE FINANCIAL STATEMENTS OF THE COMPANY TO DECEMBER 31, 2016, AND THE ALLOCATION OF THE RESULTS FROM THE FISCAL YEAR, PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE REPORT IN REGARD TO THE FULFILLMENT OF THE TAX OBLIGATIONS THAT ARE THE RESPONSIBILITY OF THE COMPANY, PRESENTATION AND, IF DEEMED APPROPRIATE, APPROVAL OF THE ANNUAL REPORT IN REGARD TO THE ACTIVITIES THAT WERE CARRIED OUT BY THE AUDIT AND CORPORATE PRACTICES COMMITTEES. RESOLUTIONS IN THIS REGARD

Management

For

For

For

II

APPOINTMENT, RESIGNATION, REELECTION AND OR RATIFICATION OF THE MEMBERS OF THE BOARD OF DIRECTORS, BOTH FULL AND ALTERNATE, AS WELL AS OF THE MEMBERS AND CHAIRPERSON OF THE AUDIT AND CORPORATE PRACTICES COMMITTEES, CLASSIFICATION IN REGARD TO THE INDEPENDENCE OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY, IN ACCORDANCE WITH THAT WHICH IS ESTABLISHED IN ARTICLE 26 OF THE SECURITIES MARKET LAW. RESOLUTIONS IN THIS REGARD

Management

For

For

For

III

COMPENSATION FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND OF THE VARIOUS COMMITTEES, BOTH FULL AND ALTERNATE, AS WELL AS FOR THE SECRETARY OF THE COMPANY. RESOLUTIONS IN THIS REGARD

Management

For

For

For

IV

RESTATEMENT OF THE BYLAWS. RESOLUTIONS IN THIS REGARD

Management

For

For

For

V

DESIGNATION OF SPECIAL DELEGATES. RESOLUTIONS IN THIS REGARD

Management

For

For

For

Account Number

Account Name

Internal Account

Custodian

Ballot Shares

Unavailable Shares

Vote Date

Date Confirmed

AL42

AL42

STATE STREET BANK

700,000

0

19-Apr-2017

23-Apr-2017

AQUA AMERICA, INC.

Security

03836W103

Meeting Type

Annual

Ticker Symbol

WTR

Meeting Date

03-May-2017

ISIN

US03836W1036

Agenda

934549683 - Management

Item

Proposal

Proposed by

Vote

Management Recommendation

For/Against Management

1.

DIRECTOR

Management

1

CAROLYN J. BURKE

For

For

For

2

NICHOLAS DEBENEDICTIS

For

For

For

3

CHRISTOPHER H. FRANKLIN

For

For

For

4

RICHARD H. GLANTON

For

For

For

5

LON R. GREENBERG

For

For

For

6

WILLIAM P. HANKOWSKY

For

For

For

7

WENDELL F. HOLLAND

For

For

For

8

ELLEN T. RUFF