UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM N-PX

              ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY

Investment Company Act File Number: 811-21680

                           VIRTUS TOTAL RETURN FUND
--------------------------------------------------------------------------------
              (exact name of registrant as specified in charter)

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

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

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

Date of Fiscal Year End: 12/31

Date of Reporting Period: 07/01/2014 - 06/30/2015



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

ICA File Number: 811-21680
Reporting Period: 07/01/2014 - 06/30/2015
Virtus Total Return Fund





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


ABERTIS INFRAESTRUCTURAS S.A

Ticker:       ABE            Security ID:  E0003D111
Meeting Date: MAR 24, 2015   Meeting Type: Annual
Record Date:  MAR 19, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated and Standalone     For       For          Management
      Financial Statements
2     Approve Allocation of Income and        For       For          Management
      Dividends
3     Approve Discharge of Board              For       For          Management
4     Authorize Capitalization of Reserves    For       For          Management
      for Bonus Issue
5     Change Location of Registered Office    For       For          Management
      and Amend Article 3 Accordingly
6.1   Amend Article 3 bis Re: Company Website For       For          Management
6.2   Amend Article 4 Re: Corporate Purpose   For       For          Management
6.3   Amend Articles                          For       For          Management
6.4   Amend Articles                          For       For          Management
6.5   Approve Restated Articles of            For       For          Management
      Association
7.1   Amend Articles of General Meeting       For       For          Management
      Regulations
7.2   Approve New General Meeting Regulations For       For          Management
8     Receive Amendments to Board of          None      None         Management
      Directors' Regulations
9.1   Ratify Appointment of and Elect Grupo   For       For          Management
      Villar Mir SA as Director
9.2   Reelect Francisco Reynes Massanet as    For       For          Management
      Director
9.3   Reelect Miguel Angel Gutierrez Mendez   For       For          Management
      as Director
10    Renew Appointment of Deloitte as        For       For          Management
      Auditor
11    Advisory Vote on Remuneration Policy    For       For          Management
      Report
12    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

ALLETE, INC.

Ticker:       ALE            Security ID:  018522300
Meeting Date: MAY 12, 2015   Meeting Type: Annual
Record Date:  MAR 13, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Kathryn W. Dindo         For       For          Management
1b    Elect Director Sidney W. Emery, Jr.     For       For          Management
1c    Elect Director George G. Goldfarb       For       For          Management
1d    Elect Director James S. Haines, Jr.     For       For          Management
1e    Elect Director Alan R. Hodnik           For       For          Management
1f    Elect Director James J. Hoolihan        For       For          Management
1g    Elect Director Heidi E. Jimmerson       For       For          Management
1h    Elect Director Madeleine W. Ludlow      For       For          Management
1i    Elect Director Douglas C. Neve          For       For          Management
1j    Elect Director Leonard C. Rodman        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  03027X100
Meeting Date: MAY 20, 2015   Meeting Type: Annual
Record Date:  MAR 24, 2015

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


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

AMERICAN WATER WORKS COMPANY, INC.

Ticker:       AWK            Security ID:  030420103
Meeting Date: JUN 01, 2015   Meeting Type: Annual
Record Date:  MAR 17, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Julie A. Dobson          For       For          Management
1b    Elect Director Paul J. Evanson          For       For          Management
1c    Elect Director Martha Clark Goss        For       For          Management
1d    Elect Director Richard R. Grigg         For       For          Management
1e    Elect Director Julia L. Johnson         For       For          Management
1f    Elect Director Karl F. Kurz             For       For          Management
1g    Elect Director George MacKenzie         For       For          Management
1h    Elect Director William J. Marrazzo      For       For          Management
1i    Elect Director Susan N. Story           For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Adopt the Jurisdiction of               For       For          Management
      Incorporation as the Exclusive Forum
      for Certain Disputes


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

APA GROUP

Ticker:       APA            Security ID:  Q0437B100
Meeting Date: OCT 24, 2014   Meeting Type: Annual/Special
Record Date:  OCT 22, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Patricia McKenzie as Director     For       For          Management
2     Elect Robert Wright as Director         For       For          Management


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

AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 24, 2015   Meeting Type: Annual
Record Date:  FEB 25, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Randall L. Stephenson    For       For          Management
1.2   Elect Director Scott T. Ford            For       For          Management
1.3   Elect Director Glenn H. Hutchins        For       For          Management
1.4   Elect Director William E. Kennard       For       For          Management
1.5   Elect Director Jon C. Madonna           For       For          Management
1.6   Elect Director Michael B. McCallister   For       For          Management
1.7   Elect Director John B. McCoy            For       For          Management
1.8   Elect Director Beth E. Mooney           For       For          Management
1.9   Elect Director Joyce M. Roche           For       For          Management
1.10  Elect Director Matthew K. Rose          For       For          Management
1.11  Elect Director Cynthia B. Taylor        For       For          Management
1.12  Elect Director Laura D'Andrea Tyson     For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Indirect Political            Against   Against      Shareholder
      Contribution
5     Report on Lobbying Payments and Policy  Against   Against      Shareholder
6     Amend Bylaws to Call Special Meetings   Against   Against      Shareholder


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

ATLANTIA SPA

Ticker:       ATL            Security ID:  T05404107
Meeting Date: APR 23, 2015   Meeting Type: Annual
Record Date:  APR 14, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements,           For       For          Management
      Statutory Reports, and Allocation of
      Income
2     Integrate Remuneration of External      For       For          Management
      Auditors
3     Authorize Share Repurchase Program and  For       For          Management
      Reissuance of Repurchased Shares
4     Elect Director                          For       Against      Management
5.1.1 Slate Submitted by Sintonia SpA         None      Did Not Vote Shareholder
5.1.2 Slate Submitted by Institutional        None      For          Shareholder
      Investors (Assogestioni)
5.2   Approve Internal Auditors' Remuneration For       For          Management
6     Approve Remuneration Report             For       For          Management


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

AUCKLAND INTERNATIONAL AIRPORT LTD.

Ticker:       AIA            Security ID:  Q06213146
Meeting Date: OCT 23, 2014   Meeting Type: Annual
Record Date:  OCT 21, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect James Miller as Director          For       For          Management
2     Elect Justine Smyth as Director         For       For          Management
3     Elect Christine Spring as Director      For       For          Management
4     Approve the Increase in Maximum         For       For          Management
      Aggregate Remuneration of
      Non-Executive Directors
5     Authorize Board to Fix Remuneration of  For       For          Management
      the Auditors


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

BCE INC.

Ticker:       BCE            Security ID:  05534B760
Meeting Date: APR 30, 2015   Meeting Type: Annual
Record Date:  MAR 13, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barry K. Allen           For       For          Management
1.2   Elect Director Ronald A. Brenneman      For       For          Management
1.3   Elect Director Sophie Brochu            For       For          Management
1.4   Elect Director Robert E. Brown          For       For          Management
1.5   Elect Director George A. Cope           For       For          Management
1.6   Elect Director David F. Denison         For       For          Management
1.7   Elect Director Robert P. Dexter         For       For          Management
1.8   Elect Director Ian Greenberg            For       For          Management
1.9   Elect Director Gordon M. Nixon          For       For          Management
1.10  Elect Director Thomas C. O'Neill        For       For          Management
1.11  Elect Director Robert C. Simmonds       For       For          Management
1.12  Elect Director Carole Taylor            For       For          Management
1.13  Elect Director Paul R. Weiss            For       For          Management
2     Ratify Deloitte LLP as Auditors         For       For          Management
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach
4     Amend By-law One                        For       For          Management
5.1   Require Environmental/Social Issue      Against   Against      Shareholder
      Qualifications for Director Nominees
5.2   Critical Mass of 40% Representation of  Against   Against      Shareholder
      Each Sex in the Next Five Years
5.3   Disclose Business and Pricing Practices Against   Against      Shareholder


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


BIZ FINANCE PLC

Ticker:                      Security ID:  X0726CAA8
Meeting Date: APR 27, 2015   Meeting Type: Bondholder
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Extraordinary Resolution as     For       For          Management
      per Meeting Notice


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

BT GROUP PLC

Ticker:       BT.A           Security ID:  G16612106
Meeting Date: JUL 16, 2014   Meeting Type: Annual
Record Date:  JUL 14, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Remuneration Policy             For       For          Management
4     Approve Final Dividend                  For       For          Management
5     Re-elect Sir Michael Rake as Director   For       For          Management
6     Re-elect Gavin Patterson as Director    For       For          Management
7     Re-elect Tony Chanmugam as Director     For       For          Management
8     Re-elect Tony Ball as Director          For       For          Management
9     Re-elect Phil Hodkinson as Director     For       For          Management
10    Re-elect Karen Richardson as Director   For       For          Management
11    Re-elect Nick Rose as Director          For       For          Management
12    Re-elect Jasmine Whitbread as Director  For       For          Management
13    Elect Iain Conn as Director             For       For          Management
14    Elect Warren East as Director           For       For          Management
15    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
20    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice
21    Approve EU Political Donations and      For       For          Management
      Expenditure


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

BT GROUP PLC

Ticker:       BT.A           Security ID:  G16612106
Meeting Date: APR 30, 2015   Meeting Type: Special
Record Date:  APR 28, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Matters Relating to the         For       For          Management
      Acquisition of EE Limited
2     Authorise the Company to Enter Into     For       For          Management
      Two Contingent Purchase Contracts


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

CMS ENERGY CORPORATION

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 01, 2015   Meeting Type: Annual
Record Date:  MAR 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jon E. Barfield          For       For          Management
1b    Elect Director Deborah H. Butler        For       For          Management
1c    Elect Director Kurt L. Darrow           For       For          Management
1d    Elect Director Stephen E. Ewing         For       For          Management
1e    Elect Director Richard M. Gabrys        For       For          Management
1f    Elect Director William D. Harvey        For       For          Management
1g    Elect Director David W. Joos            For       For          Management
1h    Elect Director Philip R. Lochner, Jr.   For       For          Management
1i    Elect Director John G. Russell          For       For          Management
1j    Elect Director Myrna M. Soto            For       For          Management
1k    Elect Director Laura H. Wright          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  228227104
Meeting Date: NOV 19, 2014   Meeting Type: Special
Record Date:  OCT 06, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       For          Management


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

CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  22822V101
Meeting Date: MAY 29, 2015   Meeting Type: Annual
Record Date:  MAR 30, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director P. Robert Bartolo        For       For          Management
1b    Elect Director Cindy Christy            For       For          Management
1c    Elect Director Ari Q. Fitzgerald        For       For          Management
1d    Elect Director Robert E. Garrison, II   For       For          Management
1e    Elect Director Dale N. Hatfield         For       For          Management
1f    Elect Director Lee W. Hogan             For       For          Management
1g    Elect Director John P. Kelly            For       For          Management
1h    Elect Director Robert F. McKenzie       For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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

DOMINION RESOURCES, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: MAY 06, 2015   Meeting Type: Annual
Record Date:  FEB 27, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William P. Barr          For       For          Management
1.2   Elect Director Helen E. Dragas          For       For          Management
1.3   Elect Director James O. Ellis, Jr.      For       For          Management
1.4   Elect Director Thomas F. Farrell, II    For       For          Management
1.5   Elect Director John W. Harris           For       For          Management
1.6   Elect Director Mark J. Kington          For       For          Management
1.7   Elect Director Pamela J. Royal          For       For          Management
1.8   Elect Director Robert H. Spilman, Jr.   For       For          Management
1.9   Elect Director Michael E. Szymanczyk    For       For          Management
1.10  Elect Director David A. Wollard         For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Call Special Meeting   For       For          Management
5     Provide Right to Act by Written Consent Against   Against      Shareholder
6     Cease Construction of New Nuclear Units Against   Against      Shareholder
7     Report on Methane Emissions Management  Against   Against      Shareholder
      and Reduction Targets
8     Include Carbon Reduction as a           Against   Against      Shareholder
      Performance Measure for Senior
      Executive Compensation
9     Report on Financial and Physical Risks  Against   Against      Shareholder
      of Climate Change
10    Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
11    Report on Biomass Carbon Footprint and  Against   Against      Shareholder
      Assess Risks


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

DTE ENERGY COMPANY

Ticker:       DTE            Security ID:  233331107
Meeting Date: MAY 07, 2015   Meeting Type: Annual
Record Date:  MAR 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gerard M. Anderson       For       For          Management
1.2   Elect Director David A. Brandon         For       For          Management
1.3   Elect Director W. Frank Fountain, Jr.   For       For          Management
1.4   Elect Director Charles G. McClure, Jr.  For       For          Management
1.5   Elect Director Gail J. McGovern         For       For          Management
1.6   Elect Director Mark A. Murray           For       For          Management
1.7   Elect Director James B. Nicholson       For       For          Management
1.8   Elect Director Charles W. Pryor, Jr.    For       For          Management
1.9   Elect Director Josue Robles, Jr.        For       For          Management
1.10  Elect Director Ruth G. Shaw             For       For          Management
1.11  Elect Director David A. Thomas          For       For          Management
1.12  Elect Director James H. Vandenberghe    For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Report on Political Contributions       Against   Against      Shareholder
6     Adopt Proxy Access Right                Against   Against      Shareholder
7     Assess Plans to Increase Distributed    Against   Against      Shareholder
      Low-Carbon Electricity Generation
8     Require Independent Board Chairman      Against   Against      Shareholder


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

DUKE ENERGY CORPORATION

Ticker:       DUK            Security ID:  26441C204
Meeting Date: MAY 07, 2015   Meeting Type: Annual
Record Date:  MAR 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael G. Browning      For       For          Management
1b    Elect Director Harris E. DeLoach, Jr.   For       For          Management
1c    Elect Director Daniel R. DiMicco        For       For          Management
1d    Elect Director John H. Forsgren         For       For          Management
1e    Elect Director Lynn J. Good             For       For          Management
1f    Elect Director Ann Maynard Gray         For       For          Management
1g    Elect Director James H. Hance, Jr.      For       For          Management
1h    Elect Director John T. Herron           For       For          Management
1i    Elect Director James B. Hyler, Jr.      For       For          Management
1j    Elect Director William E. Kennard       For       For          Management
1k    Elect Director E. Marie McKee           For       For          Management
1l    Elect Director Richard A. Meserve       For       For          Management
1m    Elect Director James T. Rhodes          For       For          Management
1n    Elect Director Carlos A. Saladrigas     For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder
6     Report on Political Contributions       Against   Against      Shareholder
7     Adopt Proxy Access Right                Against   Against      Shareholder


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

EDISON INTERNATIONAL

Ticker:       EIX            Security ID:  281020107
Meeting Date: APR 23, 2015   Meeting Type: Annual
Record Date:  FEB 26, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jagjeet S. Bindra        For       For          Management
1.2   Elect Director Vanessa C.L. Chang       For       For          Management
1.3   Elect Director Theodore F. Craver, Jr.  For       For          Management
1.4   Elect Director Richard T. Schlosberg,   For       For          Management
      III
1.5   Elect Director Linda G. Stuntz          For       For          Management
1.6   Elect Director William P. Sullivan      For       For          Management
1.7   Elect Director Ellen O. Tauscher        For       For          Management
1.8   Elect Director Peter J. Taylor          For       For          Management
1.9   Elect Director Brett White              For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Claw-back of Payments under             Against   Against      Shareholder
      Restatements


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

ENBRIDGE INC.

Ticker:       ENB            Security ID:  29250N105
Meeting Date: MAY 06, 2015   Meeting Type: Annual/Special
Record Date:  MAR 12, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director David A. Arledge         For       For          Management
2     Elect Director James J. Blanchard       For       For          Management
3     Elect Director Marcel R. Coutu          For       For          Management
4     Elect Director J. Herb England          For       For          Management
5     Elect Director Charles W. Fischer       For       For          Management
6     Elect Director V. Maureen Kempston      For       For          Management
      Darkes
7     Elect Director Al Monaco                For       For          Management
8     Elect Director George K. Petty          For       For          Management
9     Elect Director Rebecca B. Roberts       For       For          Management
10    Elect Director Dan C. Tutcher           For       For          Management
11    Elect Director Catherine L. Williams    For       For          Management
12    Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
13    Approve Advance Notice Policy           For       For          Management
14    Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

EUTELSAT COMMUNICATIONS

Ticker:       ETL            Security ID:  F3692M128
Meeting Date: NOV 07, 2014   Meeting Type: Annual/Special
Record Date:  NOV 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
4     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.03 per Share
5     Approve Stock Dividend Program (Cash    For       For          Management
      or Shares)
6     Reelect Bpifrance Participations SA as  For       For          Management
      Director
7     Reelect Ross McInnes as Director        For       For          Management
8     Advisory Vote on Compensation of        For       For          Management
      Michel de Rosen, Chairman and CEO
9     Advisory Vote on Compensation of        For       For          Management
      Michel Azibert, Vice CEO
10    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
11    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
12    Amend Article 21 of Bylaws Re: Proxy    For       For          Management
      Voting, Electronic Vote
13    Amend Article 12 of Bylaws Re: Absence  For       For          Management
      of Double Voting Rights
14    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

EVERSOURCE ENERGY

Ticker:       ES             Security ID:  30040W108
Meeting Date: APR 29, 2015   Meeting Type: Annual
Record Date:  MAR 02, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John S. Clarkeson        For       For          Management
1.2   Elect Director Cotton M. Cleveland      For       For          Management
1.3   Elect Director Sanford Cloud, Jr.       For       For          Management
1.4   Elect Director James S. DiStasio        For       For          Management
1.5   Elect Director Francis A. Doyle         For       For          Management
1.6   Elect Director Charles K. Gifford       For       For          Management
1.7   Elect Director Paul A. La Camera        For       For          Management
1.8   Elect Director Kenneth R. Leibler       For       For          Management
1.9   Elect Director Thomas J. May            For       For          Management
1.10  Elect Director William C. Van Faasen    For       For          Management
1.11  Elect Director Frederica M. Williams    For       For          Management
1.12  Elect Director Dennis R. Wraase         For       For          Management
2     Amend Declaration of Trust to Change    For       For          Management
      the Name of the Company from Northeast
      Utilities to Eversource Energy
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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

FERROVIAL SA

Ticker:       FER            Security ID:  E49512119
Meeting Date: MAR 26, 2015   Meeting Type: Annual
Record Date:  MAR 20, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated and Standalone     For       For          Management
      Financial Statements
2     Approve Allocation of Income            For       For          Management
3     Approve Discharge of Board              For       For          Management
4     Renew Appointment of Deloitte as        For       For          Management
      Auditor
5     Ratify Appointment of and Elect Howard  For       For          Management
      Lee Lance as Director
6     Authorize Capitalization of Reserves    For       For          Management
      for Scrip Dividends
7     Authorize Capitalization of Reserves    For       For          Management
      for Scrip Dividends
8     Authorize Share Repurchase and Capital  For       For          Management
      Reduction via Amortization of
      Repurchased Shares
9.1   Amend Articles Re: General Meetings     For       For          Management
9.2   Amend Articles Re: Board of Directors   For       For          Management
9.3   Amend Articles Re: Board, Annual        For       For          Management
      Corporate Governance Reports,
      Remuneration and Corporate Website
9.4   Amend Article 22 Re: General Meeting    For       For          Management
9.5   Amend Articles Re: Technical            For       For          Management
      Adjustments
9.6   Approve Restated Articles of            For       For          Management
      Association
10.1  Amend Article 5 of General Meeting      For       For          Management
      Regulations Re: Management Matters
10.2  Amend Articles of General Meeting       For       For          Management
      Regulations Re: Meeting Notice
10.3  Amend Articles of General Meeting       For       For          Management
      Regulations Re: Development of General
      Meeting
10.4  Amend Articles of General Meeting       For       For          Management
      Regulations Re: Technical Adjustments
10.5  Approve New General Meeting Regulations For       For          Management
11    Authorize Company to Call EGM with 15   For       For          Management
      Days' Notice
12    Approve Stock-for-Bonus Plan            For       For          Management
13    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
14    Advisory Vote on Remuneration Policy    For       For          Management
      Report
15    Receive Amendments to Board of          None      None         Management
      Directors' Regulations
16    Receive Information on Debt Securities  None      None         Management
      Issuance Approved by June 2014 AGM


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

FLUGHAFEN ZUERICH AG

Ticker:       FHZN           Security ID:  H26552101
Meeting Date: APR 28, 2015   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports (Non-Voting)
2     Receive Auditor's Report (Non-Voting)   None      None         Management
3     Accept Financial Statements and         For       For          Management
      Statutory Reports
4     Approve Remuneration Report             For       For          Management
5     Approve Discharge of Board and Senior   For       For          Management
      Management
6     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 13.50 per Share
7a    Approve Maximum Remuneration of         For       For          Management
      Directors in the Amount of CHF 1.6
      Million
7b    Approve Maximum Remuneration of         For       For          Management
      Executive Committee in the Amount of
      CHF 3.5 Million
8a.1  Reelect Guglielmo Brentel as Director   For       For          Management
8a.2  Reelect Corine Mauch as Director        For       For          Management
8a.3  Reelect Kaspar Schiller as Director     For       For          Management
8a.4  Reelect Andreas Schmid as Director      For       For          Management
8a.5  Reelect Ulrik Svensson as Director      For       For          Management
8b    Elect Andreas Schmid as Board Chairman  For       For          Management
8c.1  Appoint Kaspar Schiller as Member of    For       For          Management
      the Nomination and Compensation
      Committee
8c.2  Appoint Andreas Schmid as Member of     For       For          Management
      the Nomination and Compensation
      Committee (without Voting Rights)
8c.3  Appoint Eveline Saupper as Member of    For       For          Management
      the Nomination and Compensation
      Committee
8c.4  Appoint Vincent Albers as Member of     For       For          Management
      the Nomination and Compensation
      Committee
8d    Designate Markus Meili as Independent   For       For          Management
      Proxy
8e    Ratify KPMG AG as Auditors              For       For          Management
9     Transact Other Business (Voting)        For       Against      Management


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

HERA SPA

Ticker:       HER            Security ID:  T5250M106
Meeting Date: APR 28, 2015   Meeting Type: Annual/Special
Record Date:  APR 17, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Adopt Double Voting Rights for          For       For          Management
      Long-Term Registered Shareholders
2     Amend Company Bylaws                    For       For          Management
1     Approve Financial Statements,           For       For          Management
      Statutory Reports, and Allocation of
      Income
2     Approve Remuneration Report             For       For          Management
3     Authorize Share Repurchase Program and  For       For          Management
      Reissuance of Repurchased Shares


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

IBERDROLA S.A.

Ticker:       IBE            Security ID:  E6165F166
Meeting Date: MAR 27, 2015   Meeting Type: Annual
Record Date:  MAR 20, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated and Standalone     For       For          Management
      Financial Statements
2     Approve Management Reports              For       For          Management
3     Approve Discharge of Board              For       For          Management
4     Renew Appointment of Ernst & Young as   For       For          Management
      Auditor
5     Approve Allocation of Income and        For       For          Management
      Dividends
6.A   Authorize Capitalization of Reserves    For       For          Management
      for Scrip Dividends
6.B   Authorize Capitalization of Reserves    For       For          Management
      for Scrip Dividends
7.A   Reelect Jose Walfredo Fernandez as      For       For          Management
      Director
7.B   Reelect Denise Mary Holt as Director    For       For          Management
7.C   Reelect Manuel Moreu Munaiz as Director For       For          Management
7.D   Reelect Angel Jesus Acebes Paniagua as  For       For          Management
      Director
7.E   Reelect Maria Helena Antolin Raybaud    For       For          Management
      as Director
7.F   Reelect Santiago Martinez Lage as       For       For          Management
      Director
7.G   Reelect Jose Luis San Pedro             For       For          Management
      Guerenabarrena as Director
7.H   Reelect Jose Ignacio Sanchez Galan as   For       For          Management
      Director
8.A   Amend Articles Re: Company, Share       For       For          Management
      Capital and Shareholders
8.B   Amend Articles Re: General Meetings     For       For          Management
8.C   Amend Articles Re: Board                For       For          Management
8.D   Amend Articles                          For       For          Management
9.A   Amend Articles of General Meeting       For       For          Management
      Regulations Re: Functions, Classes and
      Competences
9.B   Amend Articles of General Meeting       For       For          Management
      Regulations Re: Meeting Notice,
      Attendance Rights, and Media and
      Infrastructure
9.C   Amend Articles of General Meeting       For       For          Management
      Regulations Re: Development of General
      Meeting
9.D   Amend Articles of General Meeting       For       For          Management
      Regulations Re: Vote and Adoption of
      Resolutions, Completion and Minutes of
      Meeting and Post Performances
10    Authorize Share Repurchase and Capital  For       For          Management
      Reduction via Amortization of
      Repurchased Shares
11    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
12    Advisory Vote on Remuneration Policy    For       For          Management
      Report


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

ITC HOLDINGS CORP.

Ticker:       ITC            Security ID:  465685105
Meeting Date: MAY 20, 2015   Meeting Type: Annual
Record Date:  MAR 25, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Albert Ernst             For       For          Management
1.2   Elect Director Christopher H. Franklin  For       For          Management
1.3   Elect Director Edward G. Jepsen         For       For          Management
1.4   Elect Director David R. Lopez           For       For          Management
1.5   Elect Director Hazel R. O'Leary         For       For          Management
1.6   Elect Director Thomas G. Stephens       For       For          Management
1.7   Elect Director G. Bennett Stewart, III  For       For          Management
1.8   Elect Director Lee C. Stewart           For       For          Management
1.9   Elect Director Joseph L. Welch          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
4     Approve Qualified Employee Stock        For       For          Management
      Purchase Plan
5     Approve Omnibus Stock Plan              For       For          Management
6     Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder


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

KEYERA CORP.

Ticker:       KEY            Security ID:  493271100
Meeting Date: MAY 05, 2015   Meeting Type: Annual
Record Date:  MAR 19, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Ratify Deloitte LLP as Auditors         For       For          Management
2.1   Elect Director James V. Bertram         For       For          Management
2.2   Elect Director Douglas J. Haughey       For       For          Management
2.3   Elect Director Nancy M. Laird           For       For          Management
2.4   Elect Director Donald J. Nelson         For       For          Management
2.5   Elect Director H. Neil Nichols          For       For          Management
2.6   Elect Director Michael J. Norris        For       For          Management
2.7   Elect Director Thomas O'Connor          For       For          Management
2.8   Elect Director David G. Smith           For       For          Management
2.9   Elect Director William R. Stedman       For       For          Management
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49456B101
Meeting Date: NOV 20, 2014   Meeting Type: Special
Record Date:  OCT 20, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Increase Authorized Common Stock        For       For          Management
2     Issue Shares in Connection with Mergers For       For          Management
3     Adjourn Meeting                         For       For          Management


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49456B101
Meeting Date: MAY 07, 2015   Meeting Type: Annual
Record Date:  MAR 10, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard D. Kinder        For       For          Management
1.2   Elect Director Steven J. Kean           For       For          Management
1.3   Elect Director Ted A. Gardner           For       For          Management
1.4   Elect Director Anthony W. Hall, Jr.     For       For          Management
1.5   Elect Director Gary L. Hultquist        For       For          Management
1.6   Elect Director Ronald L. Kuehn, Jr.     For       For          Management
1.7   Elect Director Deborah A. MacDonald     For       For          Management
1.8   Elect Director Michael J. Miller        For       For          Management
1.9   Elect Director Michael C. Morgan        For       For          Management
1.10  Elect Director Arthur C. Reichstetter   For       For          Management
1.11  Elect Director Fayez Sarofim            For       For          Management
1.12  Elect Director C. Park Shaper           For       For          Management
1.13  Elect Director William A. Smith         For       For          Management
1.14  Elect Director Joel V. Staff            For       For          Management
1.15  Elect Director Robert F. Vagt           For       For          Management
1.16  Elect Director Perry M. Waughtal        For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Approve Executive Incentive Bonus Plan  For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
6     Amend Charter to Eliminate              For       For          Management
      Inapplicable Provisions
7     Report on Capital Expenditure Strategy  Against   Against      Shareholder
      with Respect to Climate Change Policy
8     Report on Methane Emissions Management  Against   Against      Shareholder
      and Reduction Targets
9     Report on Sustainability                Against   Against      Shareholder


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

NATIONAL GRID PLC

Ticker:       NG.            Security ID:  G6375K151
Meeting Date: JUL 28, 2014   Meeting Type: Annual
Record Date:  JUL 26, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3     Re-elect Sir Peter Gershon as Director  For       For          Management
4     Re-elect Steve Holliday as Director     For       For          Management
5     Re-elect Andrew Bonfield as Director    For       For          Management
6     Re-elect Tom King as Director           For       For          Management
7     Elect John Pettigrew as Director        For       For          Management
8     Re-elect Philip Aiken as Director       For       For          Management
9     Re-elect Nora Mead Brownell as Director For       For          Management
10    Re-elect Jonathan Dawson as Director    For       For          Management
11    Elect Therese Esperdy as Director       For       For          Management
12    Re-elect Paul Golby as Director         For       For          Management
13    Re-elect Ruth Kelly as Director         For       For          Management
14    Re-elect Mark Williamson as Director    For       For          Management
15    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
16    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
17    Approve Remuneration Policy             For       For          Management
18    Approve Remuneration Report             For       For          Management
19    Amend Long Term Performance Plan        For       For          Management
20    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
21    Approve Scrip Dividend Scheme           For       For          Management
22    Authorise Directors to Capitalise the   For       For          Management
      Appropriate Nominal Amounts of New
      Shares of the Company Allotted
      Pursuant to the Company's Scrip
      Dividend Scheme
23    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
24    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
25    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

NEXTERA ENERGY, INC.

Ticker:       NEE            Security ID:  65339F101
Meeting Date: MAY 21, 2015   Meeting Type: Annual
Record Date:  MAR 24, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sherry S. Barrat         For       For          Management
1b    Elect Director Robert M. Beall, II      For       For          Management
1c    Elect Director James L. Camaren         For       For          Management
1d    Elect Director Kenneth B. Dunn          For       For          Management
1.e   Elect Director Naren K. Gursahaney      For       For          Management
1f    Elect Director Kirk S. Hachigian        For       For          Management
1g    Elect Director Toni Jennings            For       For          Management
1h    Elect Director Amy B. Lane              For       For          Management
1i    Elect Director James L. Robo            For       For          Management
1j    Elect Director Rudy E. Schupp           For       For          Management
1k    Elect Director John L. Skolds           For       For          Management
1l    Elect Director William H. Swanson       For       For          Management
1m    Elect Director Hansel E. Tookes, II     For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Eliminate Supermajority Vote            For       For          Management
      Requirement
5     Eliminate Supermajority Vote            For       For          Management
      Requirement
6     Amend Charter to Eliminate              For       For          Management
      Supermajority Vote Requirement and
      Provide that the Vote Required is a
      Majority of Outstanding Shares, For
      Shareholder Approval of Certain
      Amendments to the Charter
7     Amend Charter to Eliminate the 'for     For       For          Management
      cause' Requirement for the Removal of
      a Director
8     Amend Right to Call Special Meeting     For       For          Management
9     Report on Political Contributions       Against   Against      Shareholder
10    Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder


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

NIPPON TELEGRAPH & TELEPHONE CORP.

Ticker:       9432           Security ID:  654624105
Meeting Date: JUN 26, 2015   Meeting Type: Annual
Record Date:  MAR 30, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 90
2     Amend Articles to Enable the Company    For       For          Management
      to Pay Dividends to Holders of
      Non-voting Common Shares - Indemnify
      Directors - Indemnify Statutory
      Auditors
3     Elect Director Hiroi, Takashi           For       For          Management
4.1   Appoint Statutory Auditor Kosaka,       For       For          Management
      Kiyoshi
4.2   Appoint Statutory Auditor Ide, Akiko    For       For          Management
4.3   Appoint Statutory Auditor Tomonaga,     For       For          Management
      Michiko
4.4   Appoint Statutory Auditor Ochiai,       For       For          Management
      Seiichi
4.5   Appoint Statutory Auditor Iida, Takashi For       For          Management


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

NISOURCE INC.

Ticker:       NI             Security ID:  65473P105
Meeting Date: MAY 12, 2015   Meeting Type: Annual
Record Date:  MAR 16, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard A. Abdoo         For       For          Management
2     Elect Director Aristides S. Candris     For       For          Management
3     Elect Director Sigmund L. Cornelius     For       For          Management
4     Elect Director Michael E. Jesanis       For       For          Management
5     Elect Director Marty R. Kittrell        For       For          Management
6     Elect Director W. Lee Nutter            For       For          Management
7     Elect Director Deborah S. Parker        For       For          Management
8     Elect Director Robert C. Skaggs, Jr.    For       For          Management
9     Elect Director Teresa A.Taylor          For       For          Management
10    Elect Director Richard L. Thompson      For       For          Management
11    Elect Director Carolyn Y. Woo           For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
14    Provide Right to Call Special Meeting   For       For          Management
15    Approve Decrease in Size of Board       For       For          Management
16    Amend Omnibus Stock Plan                For       For          Management
17    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
18    Report on Political Contributions       Against   Against      Shareholder


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

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 20, 2015   Meeting Type: Annual
Record Date:  MAR 23, 2015

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


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

PEMBINA PIPELINE CORPORATION

Ticker:       PPL            Security ID:  706327103
Meeting Date: MAY 08, 2015   Meeting Type: Annual
Record Date:  MAR 19, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Anne-Marie N. Ainsworth, Grant D. For       For          Management
       Billing, Michael (Mick) H. Dilger,
      Randall J. Findlay, Lorne B. Gordon,
      Gordon J. Kerr, David M.B. LeGresley,
      Robert B. Michaleski, Leslie A.
      O'Donoghue, and Jeffrey T. Smith as
      Directors
1.1   Elect Director Anne-Marie N. Ainsworth  For       For          Management
1.2   Elect Director Grant D. Billing         For       For          Management
1.3   Elect Director Michael (Mick) H. Dilger For       For          Management
1.4   Elect Director Randall J. Findlay       For       For          Management
1.5   Elect Director Lorne B. Gordon          For       For          Management
1.6   Elect Director Gordon J. Kerr           For       For          Management
1.7   Elect Director David M.B. LeGresley     For       For          Management
1.8   Elect Director Robert B. Michaleski     For       For          Management
1.9   Elect Director Leslie A. O'Donoghue     For       For          Management
1.10  Elect Director Jeffrey T. Smith         For       For          Management
2     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Amend Stock Option Plan                 For       For          Management
4     Amend Stock Option Plan                 For       For          Management
5     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

PENNON GROUP PLC

Ticker:       PNN            Security ID:  G8295T213
Meeting Date: JUL 31, 2014   Meeting Type: Annual
Record Date:  JUL 29, 2014

#     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     Approve Remuneration Policy             For       For          Management
5     Re-elect Kenneth Harvey as Director     For       For          Management
6     Re-elect Martin Angle as Director       For       For          Management
7     Re-elect Gerard Connell as Director     For       For          Management
8     Re-elect David Dupont as Director       For       For          Management
9     Re-elect Christopher Loughlin as        For       For          Management
      Director
10    Elect Ian McAulay as Director           For       For          Management
11    Re-elect Gill Rider as Director         For       For          Management
12    Appoint Ernst & Young LLP as Auditors   For       For          Management
13    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
14    Authorise EU Political Donations and    For       For          Management
      Expenditure
15    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
16    Approve Sharesave Scheme                For       For          Management
17    Approve All-Employee Share Ownership    For       For          Management
      Plan
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
20    Approve Scrip Dividend                  For       For          Management
21    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

PORTLAND GENERAL ELECTRIC COMPANY

Ticker:       POR            Security ID:  736508847
Meeting Date: MAY 06, 2015   Meeting Type: Annual
Record Date:  MAR 03, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John W. Ballantine       For       For          Management
1b    Elect Director Rodney L. Brown, Jr.     For       For          Management
1c    Elect Director Jack E. Davis            For       For          Management
1d    Elect Director David A. Dietzler        For       For          Management
1e    Elect Director Kirby A. Dyess           For       For          Management
1f    Elect Director Mark B. Ganz             For       For          Management
1g    Elect Director Kathryn J. Jackson       For       For          Management
1h    Elect Director Neil J. Nelson           For       For          Management
1i    Elect Director M. Lee Pelton            For       For          Management
1j    Elect Director James J. Piro            For       For          Management
1k    Elect Director Charles W. Shivery       For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

PPL CORPORATION

Ticker:       PPL            Security ID:  69351T106
Meeting Date: MAY 20, 2015   Meeting Type: Annual
Record Date:  FEB 27, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Rodney C. Adkins         For       For          Management
1.2   Elect Director Frederick M. Bernthal    For       For          Management
1.3   Elect Director John W. Conway           For       For          Management
1.4   Elect Director Philip G. Cox            For       For          Management
1.5   Elect Director Steven G. Elliott        For       For          Management
1.6   Elect Director Louise K. Goeser         For       For          Management
1.7   Elect Director Stuart E. Graham         For       For          Management
1.8   Elect Director Raja Rajamannar          For       For          Management
1.9   Elect Director Craig A. Rogerson        For       For          Management
1.10  Elect Director William H. Spence        For       For          Management
1.11  Elect Director Natica von Althann       For       For          Management
1.12  Elect Director Keith H. Williamson      For       For          Management
1.13  Elect Director Armando Zagalo de Lima   For       For          Management
2     Provide Right to Call Special Meeting   For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify Ernst & Young LLP as Auditors    For       For          Management
5     Report on Political Contributions       Against   Against      Shareholder
6     Proxy Access                            Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder
8     Report on GHG Emission Reduction        Against   Against      Shareholder
      Scenarios


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

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 21, 2015   Meeting Type: Annual
Record Date:  FEB 20, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Albert R. Gamper, Jr.    For       For          Management
1.2   Elect Director William V. Hickey        For       For          Management
1.3   Elect Director Ralph Izzo               For       For          Management
1.4   Elect Director Shirley Ann Jackson      For       For          Management
1.5   Elect Director David Lilley             For       For          Management
1.6   Elect Director Thomas A. Renyi          For       For          Management
1.7   Elect Director Hak Cheol (H.C) Shin     For       For          Management
1.8   Elect Director Richard J. Swift         For       For          Management
1.9   Elect Director Susan Tomasky            For       For          Management
1.10  Elect Director Alfred W. Zollar         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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

QUESTAR CORPORATION

Ticker:       STR            Security ID:  748356102
Meeting Date: MAY 27, 2015   Meeting Type: Annual
Record Date:  MAR 19, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Teresa Beck              For       For          Management
1b    Elect Director Laurence M. Downes       For       For          Management
1c    Elect Director Christopher A. Helms     For       For          Management
1d    Elect Director Ronald W. Jibson         For       For          Management
1e    Elect Director James T. McManus, II     For       For          Management
1f    Elect Director Rebecca Ranich           For       For          Management
1g    Elect Director Harris H. Simmons        For       For          Management
1h    Elect Director Bruce A. Williamson      For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Amend Omnibus Stock Plan                For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Ratify Ernst & Young LLP as Auditors    For       For          Management


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 13, 2015   Meeting Type: Annual
Record Date:  MAR 17, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan L. Boeckmann        For       For          Management
1.2   Elect Director James G. Brocksmith, Jr. For       For          Management
1.3   Elect Director Kathleen L. Brown        For       For          Management
1.4   Elect Director Pablo A. Ferrero         For       For          Management
1.5   Elect Director William D. Jones         For       For          Management
1.6   Elect Director William G. Ouchi         For       For          Management
1.7   Elect Director Debra L. Reed            For       For          Management
1.8   Elect Director William C. Rusnack       For       For          Management
1.9   Elect Director William P. Rutledge      For       For          Management
1.10  Elect Director Lynn Schenk              For       For          Management
1.11  Elect Director Jack T. Taylor           For       For          Management
1.12  Elect Director Luis M. Tellez           For       For          Management
1.13  Elect Director James C. Yardley         For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder


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

SES SA

Ticker:       SESG           Security ID:  L8300G135
Meeting Date: APR 02, 2015   Meeting Type: Annual
Record Date:  MAR 19, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Attendance List, Quorum, and Adoption   None      None         Management
      of  Agenda
2     Appoint One Secretary and Two Meeting   None      None         Management
      Scrutineers
3     Receive Board's 2014 Activities Report  None      None         Management
4     Receive Explanations on Main            None      None         Management
      Developments during 2014 and
      Perspectives
5     Receive Information on 2014 Financial   None      None         Management
      Results
6     Receive Auditor's Report                None      None         Management
7     Accept Consolidated and Individual      For       For          Management
      Financial Statements
8     Approve Allocation of Income            For       For          Management
9     Approve Standard Accounting Transfers   For       For          Management
10    Approve Discharge of Directors          For       For          Management
11    Approve Discharge of Auditors           For       For          Management
12    Approve Auditors and Authorize Board    For       For          Management
      to Fix Their Remuneration
13    Approve Share Repurchase                For       For          Management
14.1  Ratify Cooptation of A.C. Ries as       For       For          Management
      Director
14.2  Ratify Cooptation of K. Wehr-Seiter as  For       For          Management
      Director
15.1  Elect H. De Liedekerke Beaufort as      For       For          Management
      Director
15.2  Elect C. Kullman as Director            For       For          Management
15.3  Elect M. Speeckaert as Director         For       For          Management
15.4  Elect K. Wehr-Seiter as Director        For       For          Management
15.5  Elect S. Allegrezza as Director         For       For          Management
15.6  Elect V. Rod as Director                For       For          Management
16    Approve Remuneration of Directors       For       For          Management
17    Transact Other Business (Non-Voting)    None      None         Management


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

SES SA

Ticker:       SESG           Security ID:  L8300G135
Meeting Date: APR 02, 2015   Meeting Type: Special
Record Date:  MAR 19, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Attendance List, Quorum, and Adoption   None      None         Management
      of Agenda
2     Appoint One Secretary and Two Meeting   None      None         Management
      Scrutineers
3     Amend Article 10 Re: Daily Management   For       For          Management
      - Special Powers
4     Amend Article 11 Re: Board Chairman     For       For          Management
5     Amend Article 27 Re: Shareholders'      For       Against      Management
      Competence to Discharge Auditors
6     Amend Article 28 Re: Accounting Year    For       For          Management
      and According Filing Requirements
7     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights
8     Transact Other Business (Non-Voting)    None      None         Management


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

SINGAPORE TELECOMMUNICATIONS LTD.

Ticker:       Z74            Security ID:  Y79985209
Meeting Date: JUL 25, 2014   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Adopt Financial Statements and          For       For          Management
      Directors' and Auditors' Reports
2     Declare Final Dividend                  For       For          Management
3     Elect Peter Ong Boon Kwee as Director   For       For          Management
4     Elect Low Check Kian as Director        For       For          Management
5     Elect Christina Hon Kwee Fong as        For       For          Management
      Director
6     Approve Directors' Fees                 For       For          Management
7     Reappoint Deloitte & Touche LLP as      For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
8     Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities with or
      without Preemptive Rights
9     Approve Issuance of Shares and Grant    For       For          Management
      of Awards Pursuant to the SingTel
      Performance Share Plan 2012


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

SINGAPORE TELECOMMUNICATIONS LTD.

Ticker:       Z74            Security ID:  Y79985209
Meeting Date: JUL 25, 2014   Meeting Type: Special
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Authorize Share Repurchase Program      For       For          Management
2     Approve Alterations to the SingTel      For       For          Management
      Performance Share Plan 2012
3     Approve Participation by the Relevant   For       For          Management
      Executive Director in the SingTel
      Performance Share Plan 2012
4     Approve Participation by the Relevant   For       For          Management
      Non-Executive Director in the SingTel
      Performance Share Plan 2012


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

SNAM SPA

Ticker:       SRG            Security ID:  T8578N103
Meeting Date: DEC 10, 2014   Meeting Type: Special
Record Date:  DEC 01, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Share Capital Increase          For       For          Management
      Reserved to CDP GAS S.r.l. to Be
      Subscribed through a Contribution in
      Kind


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

SPECTRA ENERGY CORP

Ticker:       SE             Security ID:  847560109
Meeting Date: APR 28, 2015   Meeting Type: Annual
Record Date:  MAR 02, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1a  Elect Director Gregory L. Ebel          For       For          Management
1.1b  Elect Director F. Anthony Comper        For       For          Management
1.1c  Elect Director Austin A. Adams          For       For          Management
1.1d  Elect Director Joseph Alvarado          For       For          Management
1.1e  Elect Director Pamela L. Carter         For       For          Management
1.1f  Elect Director Clarence P. Cazalot, Jr. For       For          Management
1.1g  Elect Director Peter B. Hamilton        For       For          Management
1.1h  Elect Director Miranda C. Hubbs         For       For          Management
1.1i  Elect Director Michael McShane          For       For          Management
1.1j  Elect Director Michael G. Morris        For       For          Management
1.1k  Elect Director Michael E.J. Phelps      For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions       Against   Against      Shareholder
5     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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

SSE PLC

Ticker:       SSE            Security ID:  G8842P102
Meeting Date: JUL 17, 2014   Meeting Type: Annual
Record Date:  JUL 15, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Policy             For       For          Management
3     Approve Remuneration Report             For       For          Management
4     Approve Final Dividend                  For       For          Management
5     Re-elect Lord Smith of Kelvin as        For       For          Management
      Director
6     Re-elect Alistair Phillips-Davies as    For       For          Management
      Director
7     Re-elect Gregor Alexander as Director   For       For          Management
8     Re-elect Jeremy Beeton as Director      For       For          Management
9     Re-elect Katie Bickerstaffe as Director For       For          Management
10    Elect Sue Bruce as Director             For       For          Management
11    Re-elect Richard Gillingwater as        For       For          Management
      Director
12    Elect Peter Lynas as Director           For       For          Management
13    Reappoint KPMG LLP as Auditors          For       For          Management
14    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
15    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
16    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
17    Authorise Market Purchase Ordinary      For       For          Management
      Shares
18    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

SUEZ ENVIRONNEMENT COMPANY

Ticker:       SEV            Security ID:  F4984P118
Meeting Date: MAY 12, 2015   Meeting Type: Annual/Special
Record Date:  MAY 07, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.65 per Share
4     Ratify Appointment and Reelect Anne     For       For          Management
      Lauvergeon as Director
5     Ratify Appointment of Isidro Faine      For       For          Management
      Casas as Director
6     Reelect Nicolas Bazire as Director      For       For          Management
7     Reelect Valerie Bernis as Director      For       For          Management
8     Reelect Lorenz d Este as Director       For       For          Management
9     Reelect Isabelle Kocher as Director     For       For          Management
10    Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions Regarding
      New Transactions
11    Advisory Vote on Compensation of        For       For          Management
      Gerard Mestrallet, Chairman
12    Advisory Vote on Compensation of Jean   For       For          Management
      Louis Chaussade, CEO
13    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
14    Amend Article 10 of Bylaws Re:          For       For          Management
      Appointment of Employee Representatives
15    Amend Article 23 of Bylaws Re: Absence  For       For          Management
      of Double-Voting Rights
16    Amend Article 20 of Bylaws Re: Record   For       For          Management
      Date
17    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
18    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 432 Million
19    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 216 Million
20    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities for up to 20
      Percent of Issued Capital Per Year for
      Private Placements, up to Aggregate
      Nominal Amount of EUR 216 Million
21    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
22    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for
      Contributions in Kind
23    Authorize Capital Increase of Up to     For       For          Management
      EUR 216 Million for Future Exchange
      Offers
24    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
25    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans Reserved
      for Employees of International
      Subsidiaries
26    Set Total Limit for Capital Increase    For       For          Management
      to Result from All Issuance Requests
      at EUR 432 Million
27    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

SYDNEY AIRPORT

Ticker:       SYD            Security ID:  Q8808P103
Meeting Date: MAY 14, 2015   Meeting Type: Annual
Record Date:  MAY 12, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
2     Approve the Remuneration Report         For       For          Management
3     Elect Trevor Gerber as Director         For       For          Management
1     Elect Russell Balding as Director       For       For          Management


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

TELIASONERA AB

Ticker:       TLSN           Security ID:  W95890104
Meeting Date: APR 08, 2015   Meeting Type: Annual
Record Date:  MAR 31, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Chairman of Meeting               For       For          Management
2     Prepare and Approve List of             For       For          Management
      Shareholders
3     Approve Agenda of Meeting               For       For          Management
4     Designate Inspector(s) of Minutes of    For       For          Management
      Meeting
5     Acknowledge Proper Convening of Meeting For       For          Management
6     Receive Financial Statements and        None      None         Management
      Statutory Reports
7     Accept Financial Statements and         For       For          Management
      Statutory Reports
8     Approve Allocation of Income and        For       For          Management
      Dividends of SEK 3.00 Per Share
9     Approve Discharge of Board and          For       For          Management
      President
10    Determine Number of Directors (8) and   For       For          Management
      Deputy Directors (0) of Board
11    Approve Remuneration of Directors in    For       For          Management
      the Amount of SEK 1.55 Million for
      Chairman, SEK 750,000 for Vice
      Chairman, and SEK 530,000 for Other
      Directors; Approve Remuneration for
      Committee Work
12    Reelect Marie Ehrling, Mats Jansson,    For       For          Management
      Olli-Pekka Kallasvuo, Mikko Kosonen,
      Nina Linander, Martin Lorentzon,
      Per-Arne Sandstrom, and Kersti
      Strandqvist as Directors
13    Reelect Marie Ehrling as Chairman of    For       For          Management
      the Board and Olli-Pekka Kallasvuo as
      Vice Chairman of the Board
14    Determine Number of Auditors (1) and    For       For          Management
      Deputy Auditors (0)
15    Approve Remuneration of Auditors        For       For          Management
16    Ratify Deloitte as Auditors             For       For          Management
17    Elect Daniel Kristiansson, Kari         For       For          Management
      Jarvinen, Jan Andersson, Anders
      Oscarsson, and Marie Ehrling as
      Members of Nominating Committee;
      Adoption of Instructions for the
      Nominating Committee
18    Approve Remuneration Policy And Other   For       For          Management
      Terms of Employment For Executive
      Management
19    Authorize Share Repurchase Program      For       For          Management
20a   Approve 2015/2018 Performance Share     For       For          Management
      Program
20b   Approve Transfer of Shares in           For       For          Management
      Connection with the 2015/2018
      Performance Share Program
21    Resolution on Publication of Norton     Against   Against      Shareholder
      Rose Fulbright's Report
22a   Special Investigation of the Company's  None      Against      Shareholder
      Non-European Business
22b   Instruct the Board to Take Necessary    None      Against      Shareholder
      Action to Establish a Shareholders'
      Association
22c   Instruct the Board to Prepare a         None      Against      Shareholder
      Proposal Concerning a System for
      Giving Small and Medium-Sized
      Shareholders Representation on the
      Board


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

TELUS CORPORATION

Ticker:       T              Security ID:  87971M996
Meeting Date: MAY 07, 2015   Meeting Type: Annual
Record Date:  MAR 10, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director R. H. (Dick) Auchinleck  For       For          Management
1.2   Elect Director Micheline Bouchard       For       For          Management
1.3   Elect Director R. John Butler           For       For          Management
1.4   Elect Director Raymond T. Chan          For       For          Management
1.5   Elect Director Stockwell Day            For       For          Management
1.6   Elect Director Lisa de Wilde            For       For          Management
1.7   Elect Director Darren Entwistle         For       For          Management
1.8   Elect Director Ruston (Rusty) E.T.      For       For          Management
      Goepel
1.9   Elect Director Mary Jo Haddad           For       For          Management
1.10  Elect Director John S. Lacey            For       For          Management
1.11  Elect Director William (Bill) A.        For       For          Management
      MacKinnon
1.12  Elect Director John Manley              For       For          Management
1.13  Elect Director Sarabjit (Sabi) S.       For       For          Management
      Marwah
1.14  Elect Director Joe Natale               For       For          Management
1.15  Elect Director Donald Woodley           For       For          Management
2     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

THE WILLIAMS COMPANIES, INC.

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 21, 2015   Meeting Type: Annual
Record Date:  MAR 31, 2015

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


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

TRANSCANADA CORPORATION

Ticker:       TRP            Security ID:  89353D107
Meeting Date: MAY 01, 2015   Meeting Type: Annual/Special
Record Date:  MAR 23, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin E. Benson          For       For          Management
1.2   Elect Director Derek H. Burney          For       For          Management
1.3   Elect Director Paule Gauthier           For       For          Management
1.4   Elect Director Russell K. Girling       For       For          Management
1.5   Elect Director S. Barry Jackson         For       For          Management
1.6   Elect Director Paula Rosput Reynolds    For       For          Management
1.7   Elect Director John Richels             For       For          Management
1.8   Elect Director Mary Pat Salomone        For       For          Management
1.9   Elect Director D. Michael G. Stewart    For       For          Management
1.10  Elect Director Siim A. Vanaselja        For       For          Management
1.11  Elect Director Richard E. Waugh         For       For          Management
2     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach
4     Establish Range for Board Size          For       For          Management
      (Minimum of Eight to Maximum of
      Fifteen)
5     Amend By-Law Number 1                   For       For          Management


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

TRANSURBAN GROUP

Ticker:       TCL            Security ID:  Q9194A106
Meeting Date: OCT 09, 2014   Meeting Type: Annual/Special
Record Date:  OCT 07, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
2a    Elect Neil Chatfield as Director        For       For          Management
2b    Elect Robert Edgar as Director          For       For          Management
3     Approve the Remuneration Report         For       For          Management
4     Approve the Grant of Performance        For       For          Management
      Awards to Scott Charlton, CEO of the
      Company


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

VECTREN CORPORATION

Ticker:       VVC            Security ID:  92240G101
Meeting Date: MAY 12, 2015   Meeting Type: Annual
Record Date:  MAR 13, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Carl L. Chapman          For       For          Management
1.2   Elect Director James H.                 For       For          Management
      DeGraffenreidt, Jr.
1.3   Elect Director John D. Engelbrecht      For       For          Management
1.4   Elect Director Anton H. George          For       For          Management
1.5   Elect Director Martin C. Jischke        For       For          Management
1.6   Elect Director Robert G. Jones          For       For          Management
1.7   Elect Director J. Timothy McGinley      For       For          Management
1.8   Elect Director Patrick K. Mullen        For       For          Management
1.9   Elect Director R. Daniel Sadlier        For       For          Management
1.10  Elect Director Michael L. Smith         For       For          Management
1.11  Elect Director Jean L. Wojtowicz        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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

VEOLIA ENVIRONNEMENT

Ticker:       VIE            Security ID:  F9686M107
Meeting Date: APR 22, 2015   Meeting Type: Annual/Special
Record Date:  APR 17, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Non-Deductible Expenses         For       For          Management
4     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.70 per Share
5     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions
6     Approve Management Incentive Plan in    For       For          Management
      Favor of Antoine Frerot
7     Reelect Maryse Aulagnon as Director     For       For          Management
8     Reelect Baudouin Prot as Director       For       For          Management
9     Reelect Louis Schweitzer as Director    For       For          Management
10    Elect Homaira Akbari as Director        For       For          Management
11    Elect Clara Gaymard as Director         For       For          Management
12    Ratify Appointment of George Ralli as   For       For          Management
      Director
13    Advisory Vote on Compensation of        For       For          Management
      Antoine Frerot, Chairman and CEO
14    Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 1.08
      Million
15    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
16    Amend Article 22 of Bylaws Re:          For       For          Management
      Attendance to General Meetings
A     Amend Article 10 of Bylaws Re: Absence  Against   For          Management
      of Double-Voting Rights
17    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 07, 2015   Meeting Type: Annual
Record Date:  MAR 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Shellye L. Archambeau    For       For          Management
1.2   Elect Director Mark T. Bertolini        For       For          Management
1.3   Elect Director Richard L. Carrion       For       For          Management
1.4   Elect Director Melanie L. Healey        For       For          Management
1.5   Elect Director M. Frances Keeth         For       For          Management
1.6   Elect Director Lowell C. McAdam         For       For          Management
1.7   Elect Director Donald T. Nicolaisen     For       For          Management
1.8   Elect Director Clarence Otis, Jr.       For       For          Management
1.9   Elect Director Rodney E. Slater         For       For          Management
1.10  Elect Director Kathryn A. Tesija        For       For          Management
1.11  Elect Director Gregory D. Wasson        For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Net Neutrality                Against   Against      Shareholder
5     Report on Indirect Political            Against   Against      Shareholder
      Contributions
6     Submit Severance Agreement              Against   Against      Shareholder
      (Change-in-Control) to Shareholder Vote
7     Stock Retention/Holding Period          Against   Against      Shareholder
8     Provide Right to Act by Written Consent Against   Against      Shareholder


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

VINCI

Ticker:       DG             Security ID:  F5879X108
Meeting Date: APR 14, 2015   Meeting Type: Annual/Special
Record Date:  APR 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve 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 2.22 per Share
4     Reelect Robert Castaigne as Director    For       For          Management
5     Reelect Pascale Sourisse  as Director   For       For          Management
6     Elect Ana Paula Pessoa as Director      For       For          Management
7     Elect Josiane Marquez as                None      For          Management
      Representative of Employee
      Shareholders to the Board
8     Elect Gerard Duez as Representative of  None      Against      Management
      Employee Shareholders to the Board
9     Elect Karin Willio as Representative    None      Against      Management
      of Employee Shareholders to the Board
10    Elect Thomas Franz as Representative    None      Against      Management
      of Employee Shareholders to the Board
11    Elect Roland Innocenti as               None      Against      Management
      Representative of Employee
      Shareholders to the Board
12    Elect Michel Pitte Representative of    None      Against      Management
      Employee Shareholders to the Board
13    Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 1.15
      Million
14    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
15    Approve Additional Pension Scheme       For       For          Management
      Agreement with Pierre Coppey
16    Approve Transaction with Vinci          For       For          Management
      Concessions Re: Management of Comarnic
      Brasov
17    Approve Transaction with Vinci          For       For          Management
      Concessions Re: Financial
      Restructuring of Via Solutions Sudwest
18    Advisory Vote on Compensation of the    For       For          Management
      Chairman and CEO
19    Advisory Vote on Compensation of the    For       For          Management
      Vice CEO since April 15, 2014
20    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
21    Authorize Capitalization of Reserves    For       For          Management
      for Bonus Issue or Increase in Par
      Value
22    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 300 Million
23    Authorize Issuance of Specific          For       For          Management
      Convertible Bonds without Preemptive
      Rights Named Oceane, up to an
      Aggregate Nominal Amount EUR 150
      Million
24    Approve Issuance of Convertible Bonds   For       For          Management
      without Preemptive Rights Other than
      Oceane, up to an Aggregate Nominal
      Amount EUR 150 Million
25    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
26    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for
      Contributions in Kind
27    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
28    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans Reserved
      for Employees of International
      Subsidiaries
29    Amend Article 8 of Bylaws Re: Absence   For       For          Management
      of Double Voting Rights
30    Amend Article 10 of Bylaws  Re:         For       For          Management
      Shareholding Disclosure Thresholds
31    Amend Article 17 of Bylaws Re: Record   For       For          Management
      Date
32    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

VODAFONE GROUP PLC

Ticker:       VOD            Security ID:  92857W308
Meeting Date: JUL 29, 2014   Meeting Type: Annual
Record Date:  JUN 03, 2014

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Re-elect Gerard Kleisterlee as Director For       For          Management
3     Re-elect Vittorio Colao as Director     For       For          Management
4     Elect Nick Read as Director             For       For          Management
5     Re-elect Stephen Pusey as Director      For       For          Management
6     Elect Sir Crispin Davis as Director     For       For          Management
7     Elect Dame Clara Furse as Director      For       For          Management
8     Elect Valerie Gooding as Director       For       For          Management
9     Re-elect Renee James as Director        For       For          Management
10    Re-elect Samuel Jonah as Director       For       For          Management
11    Re-elect Omid Kordestani as Director    For       For          Management
12    Re-elect Nick Land as Director          For       For          Management
13    Re-elect Luc Vandevelde as Director     For       For          Management
14    Re-elect Philip Yea as Director         For       For          Management
15    Approve Final Dividend                  For       For          Management
16    Approve Remuneration Policy             For       For          Management
17    Approve Remuneration Report             For       For          Management
18    Approve Incentive Plan                  For       For          Management
19    Appoint PricewaterhouseCoopers LLP as   For       For          Management
      Auditors
20    Authorise the Audit and Risk Committee  For       For          Management
      to Fix Remuneration of Auditors
21    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
22    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
23    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
24    Authorise EU Political Donations and    For       For          Management
      Expenditure
25    Authorise the Company to Call EGM with  For       For          Management
      Two Weeks' Notice


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

WINDSTREAM HOLDINGS, INC.

Ticker:       WIN            Security ID:  97382A101
Meeting Date: FEB 20, 2015   Meeting Type: Special
Record Date:  JAN 09, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Reverse Stock Split             For       For          Management
2     Amend Certificate of Incorporation of   For       For          Management
      Windstream Holdings to Eliminate
      Certain Voting Provisions to
      Facilitate a Spin-off without
      Incurring a Large Tax Liability
3     Adjourn Meeting                         For       For          Management


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

WINDSTREAM HOLDINGS, INC.

Ticker:       WIN            Security ID:  97382A101
Meeting Date: MAY 14, 2015   Meeting Type: Annual
Record Date:  MAR 19, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Carol B. Armitage        For       For          Management
1b    Elect Director Samuel E. Beall, III     For       For          Management
1c    Elect Director Francis X. ('Skip')      For       For          Management
      Frantz
1d    Elect Director Jeffrey T. Hinson        For       For          Management
1e    Elect Director Judy K. Jones            For       For          Management
1f    Elect Director William G. LaPerch       For       For          Management
1g    Elect Director William A. Montgomery    For       For          Management
1h    Elect Director Michael G. Stoltz        For       For          Management
1i    Elect Director Anthony W. Thomas        For       For          Management
1j    Elect Director Alan L. Wells            For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Provide Right to Call Special Meeting   For       For          Management
4     Eliminate Supermajority Vote            For       For          Management
      Requirement
5     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors

========== END NPX REPORT



                                  SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

(Registrant) Virtus Total Return Fund

By:

/s/ George R. Aylward
------------------------------
George R. Aylward, President

Date: August 12, 2015