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