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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

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                                   FORM N-PX

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

              ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY

                 Investment Company Act file number: 811-2514

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

                              VOYA VARIABLE FUNDS
              (Exact name of registrant as specified in charter)

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

                   7337 E. Doubletree Ranch Road, Suite 100
                             Scottsdale, AZ 85258
              (Address of principal executive offices) (Zip code)

       (Name and address of agent for service)       With copies to:

               Theresa K. Kelety, Esq.           Elizabeth J. Reza, Esq.
                Voya Investments, LLC               Ropes & Gray LLP
       7337 E. Doubletree Ranch Road, Suite 100     Prudential Tower,
                 Scottsdale, AZ 85258              800 Boylston Street
                                                    Boston, MA 02199

      Registrant's telephone number, including area code: (800) 992-0180

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

                     Date of fiscal year end: December 31

            Date of reporting period: July 1, 2015 - June 30, 2016

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Item 1. Proxy Voting Record

******************************* FORM N-PX REPORT *******************************


ICA File Number: 811-02514
Reporting Period: 07/01/2015 - 06/30/2016
Voya Variable Funds


======================= Voya Growth and Income Portfolio =======================


ABBVIE INC.

Ticker:       ABBV           Security ID:  00287Y109
Meeting Date: MAY 06, 2016   Meeting Type: Annual
Record Date:  MAR 09, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William H.L. Burnside    For       For          Management
1.2   Elect Director Brett J. Hart            For       For          Management
1.3   Elect Director Edward J. Rapp           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     Declassify the Board of Directors       For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Report on Policies for Safe Disposal    Against   Against      Shareholder
      of Prescription Drugs by Users
7     Report on Lobbying Payments and Policy  Against   Against      Shareholder


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ACTIVISION BLIZZARD, INC.

Ticker:       ATVI           Security ID:  00507V109
Meeting Date: JUN 02, 2016   Meeting Type: Annual
Record Date:  APR 07, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Corti          For       For          Management
1.2   Elect Director Hendrik Hartong, III     For       For          Management
1.3   Elect Director Brian G. Kelly           For       Against      Management
1.4   Elect Director Robert A. Kotick         For       Against      Management
1.5   Elect Director Barry Meyer              For       For          Management
1.6   Elect Director Robert J. Morgado        For       For          Management
1.7   Elect Director Peter Nolan              For       For          Management
1.8   Elect Director Casey Wasserman          For       For          Management
1.9   Elect Director Elaine Wynn              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 17, 2016   Meeting Type: Annual
Record Date:  MAR 23, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jeffrey P. Bezos         For       For          Management
1b    Elect Director Tom A. Alberg            For       For          Management
1c    Elect Director John Seely Brown         For       For          Management
1d    Elect Director William B. Gordon        For       For          Management
1e    Elect Director Jamie S. Gorelick        For       For          Management
1f    Elect Director Judith A. McGrath        For       For          Management
1g    Elect Director Jonathan J. Rubinstein   For       For          Management
1h    Elect Director Thomas O. Ryder          For       For          Management
1i    Elect Director Patricia Q. Stonesifer   For       For          Management
1j    Elect Director Wendell P. Weeks         For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Report on Sustainability, Including     Against   Against      Shareholder
      GHG Goals
4     Report on Human Rights Risk Assessment  Against   Against      Shareholder
      Process
5     Report on Political Contributions       Against   Against      Shareholder


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AMERIPRISE FINANCIAL, INC.

Ticker:       AMP            Security ID:  03076C106
Meeting Date: APR 27, 2016   Meeting Type: Annual
Record Date:  FEB 29, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James M. Cracchiolo      For       For          Management
1b    Elect Director Dianne Neal Blixt        For       For          Management
1c    Elect Director Amy DiGeso               For       For          Management
1d    Elect Director Lon R. Greenberg         For       For          Management
1e    Elect Director Siri S. Marshall         For       For          Management
1f    Elect Director Jeffrey Noddle           For       For          Management
1g    Elect Director H. Jay Sarles            For       For          Management
1h    Elect Director Robert F. Sharpe, Jr.    For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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AMGEN INC.

Ticker:       AMGN           Security ID:  031162100
Meeting Date: MAY 19, 2016   Meeting Type: Annual
Record Date:  MAR 21, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David Baltimore          For       For          Management
1.2   Elect Director Frank J. Biondi, Jr.     For       For          Management
1.3   Elect Director Robert A. Bradway        For       For          Management
1.4   Elect Director Francois de Carbonnel    For       For          Management
1.5   Elect Director Robert A. Eckert         For       For          Management
1.6   Elect Director Greg C. Garland          For       For          Management
1.7   Elect Director Fred Hassan              For       For          Management
1.8   Elect Director Rebecca M. Henderson     For       For          Management
1.9   Elect Director Frank C. Herringer       For       For          Management
1.10  Elect Director Tyler Jacks              For       For          Management
1.11  Elect Director Judith C. Pelham         For       For          Management
1.12  Elect Director Ronald D. Sugar          For       For          Management
1.13  Elect Director R. Sanders Williams      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     Provide Vote Counting to Exclude        Against   Against      Shareholder
      Abstentions


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ANADARKO PETROLEUM CORPORATION

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 10, 2016   Meeting Type: Annual
Record Date:  MAR 15, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Anthony R. Chase         For       For          Management
1b    Elect Director Kevin P. Chilton         For       For          Management
1c    Elect Director H. Paulett Eberhart      For       For          Management
1d    Elect Director Peter J. Fluor           For       For          Management
1e    Elect Director Richard L. George        For       For          Management
1f    Elect Director Joseph W. Gorder         For       For          Management
1g    Elect Director John R. Gordon           For       For          Management
1h    Elect Director Sean Gourley             For       For          Management
1i    Elect Director Mark C. McKinley         For       For          Management
1j    Elect Director Eric D. Mullins          For       For          Management
1k    Elect Director R. A. Walker             For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Report on Plans to Address Stranded     Against   Against      Shareholder
      Carbon Asset Risks


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 26, 2016   Meeting Type: Annual
Record Date:  DEC 28, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James Bell               For       For          Management
1.2   Elect Director Tim Cook                 For       For          Management
1.3   Elect Director Al Gore                  For       For          Management
1.4   Elect Director Bob Iger                 For       For          Management
1.5   Elect Director Andrea Jung              For       For          Management
1.6   Elect Director Art Levinson             For       For          Management
1.7   Elect Director Ron Sugar                For       For          Management
1.8   Elect Director Sue Wagner               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     Amend Omnibus Stock Plan                For       For          Management
5     Create Feasibility Plan for Net-Zero    Against   Against      Shareholder
      GHG Emissions, Including for Major
      Suppliers
6     Adopt Policy to Increase Diversity of   Against   Against      Shareholder
      Senior Management and Board of
      Directors
7     Report on Guidelines for Country        Against   Against      Shareholder
      Selection
8     Adopt Proxy Access Right                Against   Against      Shareholder


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ARTHUR J. GALLAGHER & CO.

Ticker:       AJG            Security ID:  363576109
Meeting Date: MAY 17, 2016   Meeting Type: Annual
Record Date:  MAR 23, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sherry S. Barrat         For       For          Management
1b    Elect Director William L. Bax           For       For          Management
1c    Elect Director D. John Coldman          For       For          Management
1d    Elect Director Frank E. English, Jr     For       For          Management
1e    Elect Director J. Patrick Gallagher,    For       For          Management
      Jr.
1f    Elect Director Elbert O. Hand           For       For          Management
1g    Elect Director David S. Johnson         For       For          Management
1h    Elect Director Kay W. McCurdy           For       For          Management
1i    Elect Director Ralph J. Nicoletti       For       For          Management
1j    Elect Director Norman L. Rosenthal      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


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AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 29, 2016   Meeting Type: Annual
Record Date:  MAR 01, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Randall L. Stephenson    For       For          Management
1.2   Elect Director Samuel A. Di Piazza, Jr. For       For          Management
1.3   Elect Director Richard  W. Fisher       For       For          Management
1.4   Elect Director Scott T. Ford            For       For          Management
1.5   Elect Director Glenn H. Hutchins        For       For          Management
1.6   Elect Director William  E. Kennard      For       For          Management
1.7   Elect Director Michael B. McCallister   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     Approve Omnibus Stock Plan              For       For          Management
5     Report on Indirect Political            Against   Against      Shareholder
      Contributions
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder


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AUTOMATIC DATA PROCESSING, INC.

Ticker:       ADP            Security ID:  053015103
Meeting Date: NOV 10, 2015   Meeting Type: Annual
Record Date:  SEP 11, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ellen R. Alemany         For       For          Management
1.2   Elect Director Peter Bisson             For       For          Management
1.3   Elect Director Richard T. Clark         For       For          Management
1.4   Elect Director Eric C. Fast             For       For          Management
1.5   Elect Director Linda R. Gooden          For       For          Management
1.6   Elect Director Michael P. Gregoire      For       For          Management
1.7   Elect Director R. Glenn Hubbard         For       For          Management
1.8   Elect Director John P. Jones            For       For          Management
1.9   Elect Director Carlos A. Rodriguez      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


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BB&T CORPORATION

Ticker:       BBT            Security ID:  054937107
Meeting Date: APR 26, 2016   Meeting Type: Annual
Record Date:  FEB 17, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jennifer S. Banner       For       For          Management
1.2   Elect Director K. David Boyer, Jr.      For       For          Management
1.3   Elect Director Anna R. Cablik           For       For          Management
1.4   Elect Director James A. Faulkner        For       For          Management
1.5   Elect Director I. Patricia Henry        For       For          Management
1.6   Elect Director Eric C. Kendrick         For       For          Management
1.7   Elect Director Kelly S. King            For       For          Management
1.8   Elect Director Louis B. Lynn            For       For          Management
1.9   Elect Director Edward C. Milligan       For       For          Management
1.10  Elect Director Charles A. Patton        For       For          Management
1.11  Elect Director Nido R. Qubein           For       For          Management
1.12  Elect Director William  J. Reuter       For       For          Management
1.13  Elect Director Tollie W. Rich, Jr.      For       For          Management
1.14  Elect Director Christine Sears          For       For          Management
1.15  Elect Director Thomas E. Skains         For       For          Management
1.16  Elect Director Thomas N. Thompson       For       For          Management
1.17  Elect Director Edwin H. Welch           For       For          Management
1.18  Elect Director Stephen T. Williams      For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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BLACKROCK LIQUIDITY FUNDS

Ticker:                      Security ID:  09248U619
Meeting Date: MAR 07, 2016   Meeting Type: Special
Record Date:  DEC 11, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David O. Beim            For       For          Management
1.2   Elect Director Susan J. Carter          For       For          Management
1.3   Elect Director Collette Chilton         For       For          Management
1.4   Elect Director Neil A. Cotty            For       For          Management
1.5   Elect Director Matina S. Horner         For       For          Management
1.6   Elect Director Rodney D. Johnson        For       For          Management
1.7   Elect Director Cynthia A. Montgomery    For       For          Management
1.8   Elect Director Joseph P. Platt          For       For          Management
1.9   Elect Director Robert C. Robb, Jr.      For       For          Management
1.10  Elect Director Mark Stalnecker          For       For          Management
1.11  Elect Director Kenneth L. Urish         For       For          Management
1.12  Elect Director Claire A. Walton         For       For          Management
1.13  Elect Director Frederick W. Winter      For       For          Management
1.14  Elect Director Barbara G. Novick        For       For          Management
1.15  Elect Director John M. Perlowski        For       For          Management


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CHUBB LIMITED

Ticker:       CB             Security ID:  H1467J104
Meeting Date: MAY 19, 2016   Meeting Type: Annual
Record Date:  MAR 28, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2.1   Allocate Disposable Profit              For       For          Management
2.2   Approve Dividend Distribution From      For       For          Management
      Legal Reserves Through Capital
      Contributions Reserve Subaccount
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4.1   Ratify PricewaterhouseCoopers AG        For       For          Management
      (Zurich) as Auditors
4.2   Ratify PricewaterhouseCoopers LLP       For       For          Management
      (United States) as Independent
      Registered Accounting Firm as Auditors
4.3   Ratify BDO AG (Zurich) as Special       For       For          Management
      Auditors
5.1   Elect Director Evan G. Greenberg        For       For          Management
5.2   Elect Director Robert M. Hernandez      For       For          Management
5.3   Elect Director Michael G. Atieh         For       For          Management
5.4   Elect Director Sheila P. Burke          For       For          Management
5.5   Elect Director James I. Cash            For       For          Management
5.6   Elect Director Mary A. Cirillo          For       For          Management
5.7   Elect Director Michael P. Connors       For       For          Management
5.8   Elect Director John Edwardson           For       For          Management
5.9   Elect Director Lawrence W. Kellner      For       For          Management
5.10  Elect Director Leo F. Mullin            For       For          Management
5.11  Elect Director Kimberly Ross            For       For          Management
5.12  Elect Director Robert Scully            For       For          Management
5.13  Elect Director Eugene B. Shanks, Jr.    For       For          Management
5.14  Elect Director Theodore E. Shasta       For       For          Management
5.15  Elect Director David Sidwell            For       For          Management
5.16  Elect Director Olivier Steimer          For       For          Management
5.17  Elect Director James M. Zimmerman       For       For          Management
6     Elect Evan G. Greenberg as Board        For       For          Management
      Chairman
7.1   Appoint Michael P. Connors as Member    For       For          Management
      of the Compensation Committee
7.2   Appoint Mary A. Cirillo as Member of    For       For          Management
      the Compensation Committee
7.3   Appoint Robert M. Hernandez as Member   For       For          Management
      of the Compensation Committee
7.4   Appoint Robert Scully as Member of the  For       For          Management
      Compensation Committee
7.5   Appoint James M. Zimmerman as Member    For       For          Management
      of the Compensation Committee
8     Designate Homburger AG as Independent   For       For          Management
      Proxy
9     Issue Shares Without Preemptive Rights  For       For          Management
10    Approve Omnibus Stock Plan              For       For          Management
11.1  Approve the Increase in Maximum         For       For          Management
      Aggregate Remuneration of Directors
11.2  Approve Remuneration of Executive       For       Against      Management
      Committee in the Amount of CHF 44
      Million for Fiscal 2017
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Transact Other Business (Voting)        For       Against      Management


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: NOV 19, 2015   Meeting Type: Annual
Record Date:  SEP 21, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Carol A. Bartz           For       For          Management
1b    Elect Director M. Michele Burns         For       For          Management
1c    Elect Director Michael D. Capellas      For       For          Management
1d    Elect Director John T. Chambers         For       For          Management
1e    Elect Director Brian L. Halla           For       For          Management
1f    Elect Director John L. Hennessy         For       For          Management
1g    Elect Director Kristina M. Johnson      For       For          Management
1h    Elect Director Roderick C. McGeary      For       For          Management
1i    Elect Director Charles H. Robbins       For       For          Management
1j    Elect Director Arun Sarin               For       For          Management
1k    Elect Director Steven M. West           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Adopt Holy Land Principles              Against   Against      Shareholder
5     Adopt Proxy Access Right                Against   For          Shareholder


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COACH, INC.

Ticker:       COH            Security ID:  189754104
Meeting Date: NOV 04, 2015   Meeting Type: Annual
Record Date:  SEP 08, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David Denton             For       For          Management
1b    Elect Director Andrea Guerra            For       For          Management
1c    Elect Director Susan Kropf              For       For          Management
1d    Elect Director Victor Luis              For       For          Management
1e    Elect Director Ivan Menezes             For       For          Management
1f    Elect Director William Nuti             For       For          Management
1g    Elect Director Stephanie Tilenius       For       For          Management
1h    Elect Director Jide Zeitlin             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
4     Amend Omnibus Stock Plan                For       For          Management


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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: DEC 10, 2015   Meeting Type: Special
Record Date:  OCT 20, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Conversion of Securities        For       For          Management


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COMCAST CORPORATION

Ticker:       CMCSA          Security ID:  20030N101
Meeting Date: MAY 19, 2016   Meeting Type: Annual
Record Date:  MAR 10, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth J. Bacon         For       For          Management
1.2   Elect Director Madeline S. Bell         For       For          Management
1.3   Elect Director Sheldon M. Bonovitz      For       For          Management
1.4   Elect Director Edward D. Breen          For       For          Management
1.5   Elect Director Joseph J. Collins        For       For          Management
1.6   Elect Director Gerald L. Hassell        For       For          Management
1.7   Elect Director Jeffrey A. Honickman     For       For          Management
1.8   Elect Director Eduardo G. Mestre        For       For          Management
1.9   Elect Director Brian L. Roberts         For       For          Management
1.10  Elect Director Johnathan A. Rodgers     For       For          Management
1.11  Elect Director Judith Rodin             For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Amend Restricted Stock Plan             For       For          Management
4     Amend Stock Option Plan                 For       For          Management
5     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
6     Amend Nonqualified Employee Stock       For       For          Management
      Purchase Plan
7     Report on Lobbying Payments and Policy  Against   Against      Shareholder
8     Pro-rata Vesting of Equity Awards       Against   Against      Shareholder
9     Require Independent Board Chairman      Against   Against      Shareholder
10    Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share


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CONAGRA FOODS, INC.

Ticker:       CAG            Security ID:  205887102
Meeting Date: SEP 25, 2015   Meeting Type: Annual
Record Date:  JUL 30, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Bradley A. Alford        For       For          Management
1.2   Elect Director Thomas K. Brown          For       For          Management
1.3   Elect Director Stephen G. Butler        For       For          Management
1.4   Elect Director Sean M. Connolly         For       For          Management
1.5   Elect Director Steven F. Goldstone      For       For          Management
1.6   Elect Director Joie A. Gregor           For       For          Management
1.7   Elect Director Rajive Johri             For       For          Management
1.8   Elect Director W.G. Jurgensen           For       For          Management
1.9   Elect Director Richard H. Lenny         For       For          Management
1.10  Elect Director Ruth Ann Marshall        For       For          Management
1.11  Elect Director Timothy R. McLevish      For       For          Management
1.12  Elect Director Andrew J. Schindler      For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  22822V101
Meeting Date: MAY 19, 2016   Meeting Type: Annual
Record Date:  MAR 28, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director P. Robert Bartolo        For       For          Management
1b    Elect Director Jay A. Brown             For       For          Management
1c    Elect Director Cindy Christy            For       For          Management
1d    Elect Director Ari Q. Fitzgerald        For       For          Management
1e    Elect Director Robert E. Garrison II    For       For          Management
1f    Elect Director Dale N. Hatfield         For       For          Management
1g    Elect Director Lee W. Hogan             For       For          Management
1h    Elect Director Edward C. Hutcheson, Jr. For       For          Management
1i    Elect Director J. Landis Martin         For       For          Management
1j    Elect Director Robert F. McKenzie       For       For          Management
1k    Elect Director Anthony J. Melone        For       For          Management
1l    Elect Director W. Benjamin Moreland     For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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CVS HEALTH CORPORATION

Ticker:       CVS            Security ID:  126650100
Meeting Date: MAY 19, 2016   Meeting Type: Annual
Record Date:  MAR 24, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard M. Bracken       For       For          Management
1b    Elect Director C. David Brown, II       For       For          Management
1c    Elect Director Alecia A. DeCoudreaux    For       For          Management
1d    Elect Director Nancy-Ann M. DeParle     For       For          Management
1e    Elect Director David W. Dorman          For       For          Management
1f    Elect Director Anne M. Finucane         For       For          Management
1g    Elect Director Larry J. Merlo           For       For          Management
1h    Elect Director Jean-Pierre Millon       For       For          Management
1i    Elect Director Richard J. Swift         For       For          Management
1j    Elect Director William C. Weldon        For       For          Management
1k    Elect Director Tony L. White            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 Consistency Between           Against   Against      Shareholder
      Corporate Values and Political
      Contributions
5     Report on Pay Disparity                 Against   Against      Shareholder


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DEERE & COMPANY

Ticker:       DE             Security ID:  244199105
Meeting Date: FEB 24, 2016   Meeting Type: Annual
Record Date:  DEC 31, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Samuel R. Allen          For       For          Management
1b    Elect Director Crandall C. Bowles       For       For          Management
1c    Elect Director Vance D. Coffman         For       For          Management
1d    Elect Director Dipak C. Jain            For       For          Management
1e    Elect Director Michael O. Johanns       For       For          Management
1f    Elect Director Clayton M. Jones         For       For          Management
1g    Elect Director Brian M. Krzanich        For       For          Management
1h    Elect Director Gregory R. Page          For       For          Management
1i    Elect Director Sherry M. Smith          For       For          Management
1j    Elect Director Dmitri L. Stockton       For       For          Management
1k    Elect Director Sheila G. Talton         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
4a    Adopt Proxy Access Right                Against   For          Shareholder
4b    Create Feasibility Plan for Net-Zero    Against   Against      Shareholder
      GHG Emissions
4c    Report on Consistency Between           Against   Against      Shareholder
      Corporate Values and Political
      Contributions


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DELPHI AUTOMOTIVE PLC

Ticker:       DLPH           Security ID:  G27823106
Meeting Date: APR 28, 2016   Meeting Type: Annual
Record Date:  FEB 26, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Re-elect Joseph S. Cantie as Director   For       For          Management
2     Re-elect Kevin P. Clark as Director     For       For          Management
3     Re-elect Gary L. Cowger as Director     For       For          Management
4     Re-elect Nicholas M. Donofrio as        For       For          Management
      Director
5     Re-elect Mark P. Frissora as Director   For       For          Management
6     Re-elect Rajiv L. Gupta as Director     For       For          Management
7     Re-elect J. Randall MacDonald as        For       For          Management
      Director
8     Re-elect Sean O. Mahoney as Director    For       For          Management
9     Re-elect Timothy M. Manganello as       For       For          Management
      Director
10    Re-elect Bethany J. Mayer as Director   For       For          Management
11    Re-elect Thomas W. Sidlik as Director   For       For          Management
12    Re-elect Bernd Wiedemann as Director    For       For          Management
13    Re-elect Lawrence A. Zimmerman as       For       For          Management
      Director
14    Ratify Ernst & Young LLP as Auditors    For       For          Management
      and Authorize Board to Fix Their
      Remuneration
15    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

DISCOVER FINANCIAL SERVICES

Ticker:       DFS            Security ID:  254709108
Meeting Date: MAY 12, 2016   Meeting Type: Annual
Record Date:  MAR 14, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Aronin        For       For          Management
1.2   Elect Director Mary K. Bush             For       For          Management
1.3   Elect Director Gregory C. Case          For       For          Management
1.4   Elect Director Candace H. Duncan        For       For          Management
1.5   Elect Director Joseph F. Eazor          For       For          Management
1.6   Elect Director Cynthia A. Glassman      For       For          Management
1.7   Elect Director Richard H. Lenny         For       For          Management
1.8   Elect Director Thomas G. Maheras        For       For          Management
1.9   Elect Director Michael H. Moskow        For       For          Management
1.10  Elect Director David W. Nelms           For       For          Management
1.11  Elect Director Mark A. Thierer          For       For          Management
1.12  Elect Director Lawrence A. Weinbach     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


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

DISH NETWORK CORPORATION

Ticker:       DISH           Security ID:  25470M109
Meeting Date: NOV 03, 2015   Meeting Type: Annual
Record Date:  SEP 08, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George R. Brokaw         For       For          Management
1.2   Elect Director James DeFranco           For       For          Management
1.3   Elect Director Cantey M. Ergen          For       Withhold     Management
1.4   Elect Director Charles W. Ergen         For       For          Management
1.5   Elect Director Steven R. Goodbarn       For       For          Management
1.6   Elect Director Charles M. Lillis        For       For          Management
1.7   Elect Director Afshin Mohebbi           For       For          Management
1.8   Elect Director David K. Moskowitz       For       For          Management
1.9   Elect Director Tom A. Ortolf            For       For          Management
1.10  Elect Director Carl E. Vogel            For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Adopt the Jurisdiction of               For       Against      Management
      Incorporation as the Exclusive Forum
      for Certain Disputes


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

DISH NETWORK CORPORATION

Ticker:       DISH           Security ID:  25470M109
Meeting Date: MAY 02, 2016   Meeting Type: Annual
Record Date:  MAR 10, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director George R. Brokaw         For       For          Management
1.2   Elect Director James DeFranco           For       For          Management
1.3   Elect Director Cantey M. Ergen          For       Withhold     Management
1.4   Elect Director Charles W. Ergen         For       Withhold     Management
1.5   Elect Director Steven R. Goodbarn       For       For          Management
1.6   Elect Director Charles M. Lillis        For       For          Management
1.7   Elect Director Afshin Mohebbi           For       For          Management
1.8   Elect Director David K. Moskowitz       For       Withhold     Management
1.9   Elect Director Tom A. Ortolf            For       For          Management
1.10  Elect Director Carl E. Vogel            For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management


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

EOG RESOURCES, INC.

Ticker:       EOG            Security ID:  26875P101
Meeting Date: APR 26, 2016   Meeting Type: Annual
Record Date:  FEB 26, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Janet F. Clark           For       For          Management
1b    Elect Director Charles R. Crisp         For       For          Management
1c    Elect Director James C. Day             For       For          Management
1d    Elect Director H. Leighton Steward      For       For          Management
1e    Elect Director Donald F. Textor         For       For          Management
1f    Elect Director William R. Thomas        For       For          Management
1g    Elect Director Frank G. Wisner          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


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

FIDELITY NATIONAL INFORMATION SERVICES, INC.

Ticker:       FIS            Security ID:  31620M106
Meeting Date: MAY 25, 2016   Meeting Type: Annual
Record Date:  APR 01, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ellen R. Alemany         For       For          Management
1b    Elect Director William P. Foley, II     For       For          Management
1c    Elect Director Thomas M. Hagerty        For       For          Management
1d    Elect Director Keith W. Hughes          For       For          Management
1e    Elect Director David K. Hunt            For       For          Management
1f    Elect Director Stephan A. James         For       For          Management
1g    Elect Director Frank R. Martire         For       For          Management
1h    Elect Director Richard N. Massey        For       For          Management
1i    Elect Director Leslie M. Muma           For       For          Management
1j    Elect Director Gary A. Norcross         For       For          Management
1k    Elect Director James B. Stallings, Jr.  For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management


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

GAMING AND LEISURE PROPERTIES, INC.

Ticker:       GLPI           Security ID:  36467J108
Meeting Date: MAR 15, 2016   Meeting Type: Special
Record Date:  FEB 08, 2016

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


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

GENERAL DYNAMICS CORPORATION

Ticker:       GD             Security ID:  369550108
Meeting Date: MAY 04, 2016   Meeting Type: Annual
Record Date:  MAR 03, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mary T. Barra            For       For          Management
1.2   Elect Director Nicholas D. Chabraja     For       For          Management
1.3   Elect Director James S. Crown           For       For          Management
1.4   Elect Director Rudy F. deLeon           For       For          Management
1.5   Elect Director William P. Fricks        For       For          Management
1.6   Elect Director John M. Keane            For       For          Management
1.7   Elect Director Lester L. Lyles          For       For          Management
1.8   Elect Director Mark M. Malcolm          For       For          Management
1.9   Elect Director James N. Mattis          For       For          Management
1.10  Elect Director Phebe N. Novakovic       For       For          Management
1.11  Elect Director William A. Osborn        For       For          Management
1.12  Elect Director Laura J. Schumacher      For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Adopt and Issue General Payout Policy   Against   Against      Shareholder
      Regarding Share Repurchases


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

GENERAL ELECTRIC COMPANY

Ticker:       GE             Security ID:  369604103
Meeting Date: APR 27, 2016   Meeting Type: Annual
Record Date:  FEB 29, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
A1    Elect Director Sebastien M. Bazin       For       For          Management
A2    Elect Director W. Geoffrey Beattie      For       For          Management
A3    Elect Director John J. Brennan          For       For          Management
A4    Elect Director Francisco D' Souza       For       For          Management
A5    Elect Director Marijn E. Dekkers        For       For          Management
A6    Elect Director Peter B. Henry           For       For          Management
A7    Elect Director Susan J. Hockfield       For       For          Management
A8    Elect Director Jeffrey R. Immelt        For       For          Management
A9    Elect Director Andrea Jung              For       For          Management
A10   Elect Director Robert W. Lane           For       For          Management
A11   Elect Director Rochelle B. Lazarus      For       For          Management
A12   Elect Director Lowell C. McAdam         For       For          Management
A13   Elect Director James J. Mulva           For       For          Management
A14   Elect Director James E. Rohr            For       For          Management
A15   Elect Director Mary L. Schapiro         For       For          Management
A16   Elect Director James S. Tisch           For       For          Management
B1    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
B2    Ratify KPMG LLP as Auditors             For       For          Management
C1    Report on Lobbying Payments and Policy  Against   Against      Shareholder
C2    Require Independent Board Chairman      Against   Against      Shareholder
C3    Adopt Holy Land Principles              Against   Against      Shareholder
C4    Restore or Provide for Cumulative       Against   Against      Shareholder
      Voting
C5    Performance-Based and/or Time-Based     Against   Against      Shareholder
      Equity Awards
C6    Report on Guidelines for Country        Against   Against      Shareholder
      Selection


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

GILEAD SCIENCES, INC.

Ticker:       GILD           Security ID:  375558103
Meeting Date: MAY 11, 2016   Meeting Type: Annual
Record Date:  MAR 16, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John F. Cogan            For       For          Management
1b    Elect Director Kevin E. Lofton          For       For          Management
1c    Elect Director John W. Madigan          For       For          Management
1d    Elect Director John C. Martin           For       For          Management
1e    Elect Director John F. Milligan         For       For          Management
1f    Elect Director Nicholas G. Moore        For       For          Management
1g    Elect Director Richard J. Whitley       For       For          Management
1h    Elect Director Gayle E. Wilson          For       For          Management
1i    Elect Director Per Wold-Olsen           For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Amend Executive Incentive Bonus Plan    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Provide Right to Act by Written Consent Against   Against      Shareholder


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

HASBRO, INC.

Ticker:       HAS            Security ID:  418056107
Meeting Date: MAY 19, 2016   Meeting Type: Annual
Record Date:  MAR 23, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Basil L. Anderson        For       For          Management
1.2   Elect Director Alan R. Batkin           For       For          Management
1.3   Elect Director Kenneth  A. Bronfin      For       For          Management
1.4   Elect Director Michael R. Burns         For       For          Management
1.5   Elect Director Crispin H. Davis         For       For          Management
1.6   Elect Director Lisa Gersh               For       For          Management
1.7   Elect Director Brian D. Goldner         For       For          Management
1.8   Elect Director Alan G. Hassenfeld       For       For          Management
1.9   Elect Director Tracy A. Leinbach        For       For          Management
1.10  Elect Director Edward M. Philip         For       For          Management
1.11  Elect Director Richard S. Stoddart      For       For          Management
1.12  Elect Director Linda K. Zecher          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management


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

JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 17, 2016   Meeting Type: Annual
Record Date:  MAR 18, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Linda B. Bammann         For       For          Management
1b    Elect Director James A. Bell            For       For          Management
1c    Elect Director Crandall C. Bowles       For       For          Management
1d    Elect Director Stephen B. Burke         For       For          Management
1e    Elect Director James S. Crown           For       For          Management
1f    Elect Director James Dimon              For       For          Management
1g    Elect Director Timothy P. Flynn         For       For          Management
1h    Elect Director Laban P. Jackson, Jr.    For       For          Management
1i    Elect Director Michael A. Neal          For       For          Management
1j    Elect Director Lee R. Raymond           For       For          Management
1k    Elect Director William C. Weldon        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Provide Vote Counting to Exclude        Against   Against      Shareholder
      Abstentions
6     Prohibit Accelerated Vesting of Awards  Against   Against      Shareholder
      to Pursue Government Service
7     Appoint Committee to Explore the        Against   Against      Shareholder
      Feasibly to Divest Non-Core Banking
      Segments
8     Clawback Amendment                      Against   Against      Shareholder
9     Adopt Executive Compensation            Against   Against      Shareholder
      Philosophy with Social Factors


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

KIMBERLY-CLARK CORPORATION

Ticker:       KMB            Security ID:  494368103
Meeting Date: MAY 04, 2016   Meeting Type: Annual
Record Date:  MAR 07, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John F. Bergstrom        For       For          Management
1.2   Elect Director Abelardo E. Bru          For       For          Management
1.3   Elect Director Robert W. Decherd        For       For          Management
1.4   Elect Director Thomas J. Falk           For       For          Management
1.5   Elect Director Fabian T. Garcia         For       For          Management
1.6   Elect Director Mae C. Jemison           For       For          Management
1.7   Elect Director James M. Jenness         For       For          Management
1.8   Elect Director Nancy J. Karch           For       For          Management
1.9   Elect Director Ian C. Read              For       For          Management
1.10  Elect Director Marc J. Shapiro          For       For          Management
1.11  Elect Director Michael D. White         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     Amend Omnibus Stock Plan                For       For          Management
5     Amend Non-Employee Director Omnibus     For       For          Management
      Stock Plan


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

KRAFT FOODS GROUP, INC.

Ticker:       KRFT           Security ID:  50076Q106
Meeting Date: JUL 01, 2015   Meeting Type: Special
Record Date:  MAY 13, 2015

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


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

LIBERTY PROPERTY TRUST

Ticker:       LPT            Security ID:  531172104
Meeting Date: MAY 12, 2016   Meeting Type: Annual
Record Date:  MAR 10, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frederick F. Buchholz    For       For          Management
1.2   Elect Director Thomas C. DeLoach, Jr.   For       For          Management
1.3   Elect Director Katherine Elizabeth      For       For          Management
      Dietze
1.4   Elect Director Antonio F. Fernandez     For       For          Management
1.5   Elect Director Daniel P. Garton         For       For          Management
1.6   Elect Director William P. Hankowsky     For       For          Management
1.7   Elect Director M. Leanne Lachman        For       For          Management
1.8   Elect Director David L. Lingerfelt      For       For          Management
1.9   Elect Director Fredric J. Tomczyk       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management


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

MCDONALD'S CORPORATION

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 26, 2016   Meeting Type: Annual
Record Date:  MAR 28, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Lloyd Dean               For       For          Management
1b    Elect Director Stephen Easterbrook      For       For          Management
1c    Elect Director Robert Eckert            For       For          Management
1d    Elect Director Margaret Georgiadis      For       For          Management
1e    Elect Director Enrique Hernandez, Jr.   For       For          Management
1f    Elect Director Jeanne Jackson           For       For          Management
1g    Elect Director Richard Lenny            For       For          Management
1h    Elect Director Walter Massey            For       For          Management
1i    Elect Director John Mulligan            For       For          Management
1j    Elect Director Sheila Penrose           For       For          Management
1k    Elect Director John Rogers, Jr.         For       For          Management
1l    Elect Director Miles White              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Provide Vote Counting to Exclude        Against   Against      Shareholder
      Abstentions
5     Provide Right to Act by Written Consent Against   Against      Shareholder
6     Adopt Holy Land Principles              Against   Against      Shareholder
7     Adopt Policy to Ban Non-Therapeutic     Against   Against      Shareholder
      Use of Antibiotics in Meat Supply Chain
8     Report on Consistency Between           Against   Against      Shareholder
      Corporate Values and Political
      Contributions
9     Report on Consistency Between           Against   Against      Shareholder
      Corporate Values and Political
      Activities


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

MEDTRONIC PLC

Ticker:       MDT            Security ID:  G5960L103
Meeting Date: DEC 11, 2015   Meeting Type: Annual
Record Date:  OCT 12, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard H. Anderson      For       For          Management
1b    Elect Director Craig Arnold             For       For          Management
1c    Elect Director Scott C. Donnelly        For       For          Management
1d    Elect Director Randall J. Hogan, III    For       For          Management
1e    Elect Director Omar Ishrak              For       For          Management
1f    Elect Director Shirley Ann Jackson      For       For          Management
1g    Elect Director Michael O. Leavitt       For       For          Management
1h    Elect Director James T. Lenehan         For       For          Management
1i    Elect Director Elizabeth G. Nabel       For       For          Management
1j    Elect Director Denise M. O'Leary        For       For          Management
1k    Elect Director Kendall J. Powell        For       For          Management
1l    Elect Director Robert C. Pozen          For       For          Management
1m    Elect Director Preetha Reddy            For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
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


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

MERCK & CO., INC.

Ticker:       MRK            Security ID:  58933Y105
Meeting Date: MAY 24, 2016   Meeting Type: Annual
Record Date:  MAR 31, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Leslie A. Brun           For       For          Management
1b    Elect Director Thomas R. Cech           For       For          Management
1c    Elect Director Pamela J. Craig          For       For          Management
1d    Elect Director Kenneth C. Frazier       For       For          Management
1e    Elect Director Thomas H. Glocer         For       For          Management
1f    Elect Director C. Robert Kidder         For       For          Management
1g    Elect Director Rochelle B. Lazarus      For       For          Management
1h    Elect Director Carlos E. Represas       For       For          Management
1i    Elect Director Paul B. Rothman          For       For          Management
1j    Elect Director Patricia F. Russo        For       For          Management
1k    Elect Director Craig B. Thompson        For       For          Management
1l    Elect Director Wendell P. Weeks         For       For          Management
1m    Elect Director Peter C. Wendell         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Provide Right to Act by Written Consent Against   Against      Shareholder
5     Require Independent Board Chairman      Against   Against      Shareholder
6     Report on Policies for Safe Disposal    Against   Against      Shareholder
      of Prescription Drugs by Users


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

MICROCHIP TECHNOLOGY INCORPORATED

Ticker:       MCHP           Security ID:  595017104
Meeting Date: AUG 14, 2015   Meeting Type: Annual
Record Date:  JUN 18, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steve Sanghi             For       For          Management
1.2   Elect Director Matthew W. Chapman       For       For          Management
1.3   Elect Director L.B. Day                 For       For          Management
1.4   Elect Director Esther L. Johnson        For       For          Management
1.5   Elect Director Wade F. Meyercord        For       For          Management
2     Approve Conversion of Securities        For       For          Management
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

MICROSOFT CORPORATION

Ticker:       MSFT           Security ID:  594918104
Meeting Date: DEC 02, 2015   Meeting Type: Annual
Record Date:  OCT 02, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William H. Gates, lll    For       For          Management
1.2   Elect Director Teri L. List-Stoll       For       For          Management
1.3   Elect Director G. Mason Morfit          For       For          Management
1.4   Elect Director Satya Nadella            For       For          Management
1.5   Elect Director Charles H. Noski         For       For          Management
1.6   Elect Director Helmut Panke             For       For          Management
1.7   Elect Director Sandra E. Peterson       For       For          Management
1.8   Elect Director Charles W. Scharf        For       For          Management
1.9   Elect Director John W. Stanton          For       For          Management
1.10  Elect Director John W. Thompson         For       For          Management
1.11  Elect Director Padmasree Warrior        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


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

NEXTERA ENERGY, INC.

Ticker:       NEE            Security ID:  65339F101
Meeting Date: MAY 19, 2016   Meeting Type: Annual
Record Date:  MAR 23, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sherry S. Barrat         For       For          Management
1b    Elect Director James L. Camaren         For       For          Management
1c    Elect Director Kenneth B. Dunn          For       For          Management
1d    Elect Director Naren K. Gursahaney      For       For          Management
1e    Elect Director Kirk S. Hachigian        For       For          Management
1f    Elect Director Toni Jennings            For       For          Management
1g    Elect Director Amy B. Lane              For       For          Management
1h    Elect Director James L. Robo            For       For          Management
1i    Elect Director Rudy E. Schupp           For       For          Management
1j    Elect Director John L. Skolds           For       For          Management
1k    Elect Director William H. Swanson       For       For          Management
1l    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     Amend Omnibus Stock Plan                For       For          Management
5     Report on Political Contributions       Against   Against      Shareholder
6     Adopt Proxy Access Right                Against   For          Shareholder
7     Report on Risks and Costs of Sea Level  Against   Against      Shareholder
      Rise


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

NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 17, 2015   Meeting Type: Annual
Record Date:  JUL 20, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan B. Graf, Jr.        For       For          Management
1.2   Elect Director John C. Lechleiter       For       For          Management
1.3   Elect Director Michelle A. Peluso       For       For          Management
1.4   Elect Director Phyllis M. Wise          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Increase Authorized Common Stock        For       For          Management
4     Amend Executive Incentive Bonus Plan    For       For          Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Report on Political Contributions       Against   Against      Shareholder
7     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: APR 29, 2016   Meeting Type: Annual
Record Date:  FEB 29, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Spencer Abraham          For       For          Management
1.2   Elect Director Howard I. Atkins         For       For          Management
1.3   Elect Director Eugene L. Batchelder     For       For          Management
1.4   Elect Director Stephen I. Chazen        For       For          Management
1.5   Elect Director John E. Feick            For       For          Management
1.6   Elect Director Margaret M. Foran        For       For          Management
1.7   Elect Director Carlos M. Gutierrez      For       For          Management
1.8   Elect Director Vicki A. Hollub          For       For          Management
1.9   Elect Director William R. Klesse        For       For          Management
1.10  Elect Director Avedick B. Poladian      For       For          Management
1.11  Elect Director Elisse B. Walter         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management
4     Review and Assess Membership of         Against   Against      Shareholder
      Lobbying Organizations
5     Annually Assess Portfolio Impacts of    Against   Against      Shareholder
      Policies to Meet 2 Degree Scenario
6     Amend Bylaws -- Call Special Meetings   Against   Against      Shareholder
7     Report on Methane and Flaring           Against   Against      Shareholder
      Emissions Management and Reduction
      Targets


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

PEPSICO, INC.

Ticker:       PEP            Security ID:  713448108
Meeting Date: MAY 04, 2016   Meeting Type: Annual
Record Date:  FEB 26, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Shona L. Brown           For       For          Management
1b    Elect Director George W. Buckley        For       For          Management
1c    Elect Director Cesar Conde              For       For          Management
1d    Elect Director Ian M. Cook              For       For          Management
1e    Elect Director Dina Dublon              For       For          Management
1f    Elect Director Rona A. Fairhead         For       For          Management
1g    Elect Director Richard W. Fisher        For       For          Management
1h    Elect Director William R. Johnson       For       For          Management
1i    Elect Director Indra K. Nooyi           For       For          Management
1j    Elect Director David C. Page            For       For          Management
1k    Elect Director Robert C. Pohlad         For       For          Management
1l    Elect Director Lloyd G. Trotter         For       For          Management
1m    Elect Director Daniel Vasella           For       For          Management
1n    Elect Director Alberto Weisser          For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Establish a Board Committee on          Against   Against      Shareholder
      Sustainability
6     Report on Plans to Minimize             Against   Against      Shareholder
      Pesticides' Impact on Pollinators
7     Adopt Holy Land Principles              Against   Against      Shareholder
8     Adopt Quantitative Renewable Energy     Against   Against      Shareholder
      Goals


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

PG&E CORPORATION

Ticker:       PCG            Security ID:  69331C108
Meeting Date: MAY 23, 2016   Meeting Type: Annual
Record Date:  MAR 24, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Lewis Chew               For       For          Management
1.2   Elect Director Anthony F. Earley, Jr.   For       For          Management
1.3   Elect Director Fred J. Fowler           For       For          Management
1.4   Elect Director Maryellen C. Herringer   For       For          Management
1.5   Elect Director Richard C. Kelly         For       For          Management
1.6   Elect Director Roger H. Kimmel          For       For          Management
1.7   Elect Director Richard A. Meserve       For       For          Management
1.8   Elect Director Forrest E. Miller        For       For          Management
1.9   Elect Director Rosendo G. Parra         For       For          Management
1.10  Elect Director Barbara L. Rambo         For       For          Management
1.11  Elect Director Anne Shen Smith          For       For          Management
1.12  Elect Director Barry Lawson Williams    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


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

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 04, 2016   Meeting Type: Annual
Record Date:  MAR 11, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Harold Brown             For       For          Management
1.2   Elect Director Andre Calantzopoulos     For       For          Management
1.3   Elect Director Louis C. Camilleri       For       For          Management
1.4   Elect Director Werner Geissler          For       For          Management
1.5   Elect Director Jennifer Li              For       For          Management
1.6   Elect Director Jun Makihara             For       For          Management
1.7   Elect Director Sergio Marchionne        For       For          Management
1.8   Elect Director Kalpana Morparia         For       For          Management
1.9   Elect Director Lucio A. Noto            For       For          Management
1.10  Elect Director Frederik Paulsen         For       For          Management
1.11  Elect Director Robert B. Polet          For       For          Management
1.12  Elect Director Stephen M. Wolf          For       For          Management
2     Ratify PricewaterhouseCoopers SA as     For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Human Rights Policy, Including    Against   Against      Shareholder
      the Right to Health
5     Participate in OECD Mediation for       Against   Against      Shareholder
      Human Rights Violations


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

ROPER TECHNOLOGIES, INC.

Ticker:       ROP            Security ID:  776696106
Meeting Date: MAY 27, 2016   Meeting Type: Annual
Record Date:  MAR 29, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Amy Woods Brinkley       For       For          Management
1.2   Elect Director John F. Fort, III        For       For          Management
1.3   Elect Director Brian D. Jellison        For       For          Management
1.4   Elect Director Robert D. Johnson        For       For          Management
1.5   Elect Director Robert E. Knowling, Jr.  For       For          Management
1.6   Elect Director Wilbur J. Prezzano       For       For          Management
1.7   Elect Director Laura G. Thatcher        For       For          Management
1.8   Elect Director Richard F. Wallman       For       For          Management
1.9   Elect Director Christopher 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
4     Approve Omnibus Stock Plan              For       For          Management


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

ROYAL DUTCH SHELL PLC

Ticker:       RDSA           Security ID:  780259206
Meeting Date: JAN 27, 2016   Meeting Type: Special
Record Date:  JAN 04, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve the Cash and Share Offer for    For       For          Management
      BG Group plc


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

ROYAL DUTCH SHELL PLC

Ticker:       RDSA           Security ID:  780259206
Meeting Date: MAY 24, 2016   Meeting Type: Annual
Record Date:  APR 14, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Re-elect Ben van Beurden as Director    For       For          Management
4     Re-elect Guy Elliott as Director        For       For          Management
5     Re-elect Euleen Goh as Director         For       For          Management
6     Re-elect Simon Henry as Director        For       For          Management
7     Re-elect Charles Holliday as Director   For       For          Management
8     Re-elect Gerard Kleisterlee as Director For       For          Management
9     Re-elect Sir Nigel Sheinwald as         For       For          Management
      Director
10    Re-elect Linda Stuntz as Director       For       For          Management
11    Re-elect Hans Wijers as Director        For       For          Management
12    Re-elect Patricia Woertz as Director    For       For          Management
13    Re-elect Gerrit Zalm as Director        For       For          Management
14    Appoint Ernst & Young LLP as Auditors   For       For          Management
15    Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
16    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
17    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
18    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
19    Approve that Shell will become a        Against   Against      Shareholder
      Renewable Energy Company by Investing
      the Profits from Fossil Fuels in
      Renewable Energy


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

SCHLUMBERGER LIMITED

Ticker:       SLB            Security ID:  806857108
Meeting Date: APR 06, 2016   Meeting Type: Annual
Record Date:  FEB 17, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter L.S. Currie        For       For          Management
1b    Elect Director V. Maureen Kempston      For       For          Management
      Darkes
1c    Elect Director Paal Kibsgaard           For       For          Management
1d    Elect Director Nikolay Kudryavtsev      For       For          Management
1e    Elect Director Michael E. Marks         For       For          Management
1f    Elect Director Indra K. Nooyi           For       For          Management
1g    Elect Director Lubna S. Olayan          For       For          Management
1h    Elect Director Leo Rafael Reif          For       For          Management
1i    Elect Director Tore I. Sandvold         For       For          Management
1j    Elect Director Henri Seydoux            For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Adopt and Approve Financials and        For       For          Management
      Dividends
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
5     Amend Articles                          For       For          Management
6     Fix Number of Directors at Twelve       For       For          Management
7     Amend 2010 Omnibus Stock Incentive Plan For       For          Management


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

SHIRE PLC

Ticker:       SHP            Security ID:  82481R106
Meeting Date: APR 28, 2016   Meeting Type: Annual
Record Date:  MAR 18, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       Against      Management
3     Re-elect Dominic Blakemore as Director  For       For          Management
4     Elect Olivier Bohuon as Director        For       For          Management
5     Re-elect William Burns as Director      For       For          Management
6     Re-elect Dr Steven Gillis as Director   For       For          Management
7     Re-elect Dr David Ginsburg as Director  For       For          Management
8     Re-elect Susan Kilsby as Director       For       For          Management
9     Elect Sara Mathew as Director           For       For          Management
10    Re-elect Anne Minto as Director         For       For          Management
11    Re-elect Dr Flemming Ornskov as         For       For          Management
      Director
12    Elect Jeffrey Poulton as Director       For       For          Management
13    Reappoint Deloitte LLP as Auditors      For       For          Management
14    Authorise the Audit, Compliance & Risk  For       For          Management
      Committee to Fix Remuneration of
      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 of Ordinary   For       For          Management
      Shares
18    Approve Increase in Authorised Share    For       For          Management
      Capital and Amend Memorandum of
      Association
19    Adopt New Articles of Association       For       For          Management
20    Authorise the Company to Call General   For       For          Management
      Meeting with Two Week's Notice


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

SHIRE PLC

Ticker:       SHP            Security ID:  82481R106
Meeting Date: MAY 27, 2016   Meeting Type: Special
Record Date:  APR 21, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Matters Relating to the Cash    For       For          Management
      and Share Offer for Baxalta
2     Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
3     Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
4     Authorise Market Purchase of Ordinary   For       For          Management
      Shares


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

SIMON PROPERTY GROUP, INC.

Ticker:       SPG            Security ID:  828806109
Meeting Date: MAY 11, 2016   Meeting Type: Annual
Record Date:  MAR 14, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Glyn F. Aeppel           For       For          Management
1b    Elect Director Larry C. Glasscock       For       For          Management
1c    Elect Director Karen N. Horn            For       For          Management
1d    Elect Director Allan Hubbard            For       For          Management
1e    Elect Director Reuben S. Leibowitz      For       For          Management
1f    Elect Director Gary M. Rodkin           For       For          Management
1g    Elect Director Daniel C. Smith          For       For          Management
1h    Elect Director J. Albert Smith, Jr.     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management


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

TE CONNECTIVITY LTD.

Ticker:       TEL            Security ID:  H84989104
Meeting Date: MAR 02, 2016   Meeting Type: Annual
Record Date:  FEB 11, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Pierre R. Brondeau       For       For          Management
1b    Elect Director Terrence R. Curtin       For       For          Management
1c    Elect Director Carol A. ("John")        For       For          Management
      Davidson
1d    Elect Director Juergen W. Gromer        For       For          Management
1e    Elect Director William A. Jeffrey       For       For          Management
1f    Elect Director Thomas J. Lynch          For       For          Management
1g    Elect Director Yong Nam                 For       For          Management
1h    Elect Director Daniel J. Phelan         For       For          Management
1i    Elect Director Paula A. Sneed           For       For          Management
1j    Elect Director Mark C. Trudeau          For       For          Management
1k    Elect Director John C. Van Scoter       For       For          Management
1l    Elect Director Laura H. Wright          For       For          Management
2     Elect Board Chairman Thomas J. Lynch    For       For          Management
3a    Elect Daniel J. Phelan as Member of     For       For          Management
      Management Development & Compensation
      Committee
3b    Elect Paula A. Sneed as Member of       For       For          Management
      Management Development & Compensation
      Committee
3c    Elect John C. Van Scoter as Member of   For       For          Management
      Management Development & Compensation
      Committee
4     Designate Jvo Grundler as Independent   For       For          Management
      Proxy
5.1   Accept Annual Report for Fiscal Year    For       For          Management
      Ended September 26, 2014
5.2   Accept Statutory Financial Statements   For       For          Management
      for Fiscal Year Ended September 26,
      2014
5.3   Approve Consolidated Financial          For       For          Management
      Statements for Fiscal Year Ended
      September 26, 2014
6     Approve Discharge of Board and Senior   For       For          Management
      Management
7.1   Ratify Deloitte & Touche LLP as         For       For          Management
      Independent Registered Public
      Accounting Firm for Fiscal Year Ending
      September 25, 2015
7.2   Ratify Deloitte AG as Swiss Registered  For       For          Management
      Auditors
7.3   Ratify PricewaterhouseCoopers AG as     For       For          Management
      Special Auditors
8     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
9     Approve the Increase in Maximum         For       For          Management
      Aggregate Remuneration of Executive
      Management
10    Approve the Increase in Maximum         For       For          Management
      Aggregate Remuneration of Board of
      Directors
11    Approve Allocation of Available         For       For          Management
      Earnings for Fiscal Year 2014
12    Approve Declaration of Dividend         For       For          Management
13    Authorize Share Repurchase Program      For       Against      Management
14    Amend Articles of Association Re:       For       For          Management
      Capital and Related Amendments
15    Approve Reduction of Share Capital      For       For          Management
16    Adjourn Meeting                         For       Against      Management


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

THE DOW CHEMICAL COMPANY

Ticker:       DOW            Security ID:  260543103
Meeting Date: MAY 12, 2016   Meeting Type: Annual
Record Date:  MAR 14, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ajay Banga               For       For          Management
1b    Elect Director Jacqueline K. Barton     For       For          Management
1c    Elect Director James A. Bell            For       For          Management
1d    Elect Director Richard K. Davis         For       For          Management
1e    Elect Director Jeff M. Fettig           For       For          Management
1f    Elect Director  Andrew N. Liveris       For       For          Management
1g    Elect Director Mark Loughridge          For       For          Management
1h    Elect Director Raymond J. Milchovich    For       For          Management
1i    Elect Director Robert S. Miller         For       For          Management
1j    Elect Director Paul Polman              For       For          Management
1k    Elect Director Dennis H. Reilley        For       For          Management
1l    Elect Director James M. Ringler         For       For          Management
1m    Elect Director Ruth G. Shaw             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     Proxy Access                            Against   For          Shareholder


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

THE KRAFT HEINZ COMPANY

Ticker:       KHC            Security ID:  500754106
Meeting Date: APR 21, 2016   Meeting Type: Annual
Record Date:  FEB 22, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gregory E. Abel          For       For          Management
1b    Elect Director Alexandre Behring        For       For          Management
1c    Elect Director Warren E. Buffett        For       For          Management
1d    Elect Director John T. Cahill           For       For          Management
1e    Elect Director Tracy Britt Cool         For       For          Management
1f    Elect Director Jeanne P. Jackson        For       For          Management
1g    Elect Director Jorge Paulo Lemann       For       For          Management
1h    Elect Director Mackey J. McDonald       For       For          Management
1i    Elect Director John C. Pope             For       For          Management
1j    Elect Director Marcel Herrmann Telles   For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Approve Omnibus Stock Plan              For       For          Management
5     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

TRANSDIGM GROUP INCORPORATED

Ticker:       TDG            Security ID:  893641100
Meeting Date: MAR 02, 2016   Meeting Type: Annual
Record Date:  JAN 04, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William Dries            For       For          Management
1.2   Elect Director Mervin Dunn              For       For          Management
1.3   Elect Director Michael Graff            For       For          Management
1.4   Elect Director W. Nicholas Howley       For       For          Management
1.5   Elect Director Raymond Laubenthal       For       For          Management
1.6   Elect Director Robert Small             For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management


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

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 06, 2016   Meeting Type: Annual
Record Date:  APR 08, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William C. Ballard, Jr.  For       For          Management
1b    Elect Director Edson Bueno              For       For          Management
1c    Elect Director Richard T. Burke         For       For          Management
1d    Elect Director Robert J. Darretta       For       For          Management
1e    Elect Director Stephen J. Hemsley       For       For          Management
1f    Elect Director Michele J. Hooper        For       For          Management
1g    Elect Director Rodger A. Lawson         For       For          Management
1h    Elect Director Glenn M. Renwick         For       For          Management
1i    Elect Director Kenneth I. Shine         For       For          Management
1j    Elect Director Gail R. Wilensky         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


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

VALERO ENERGY CORPORATION

Ticker:       VLO            Security ID:  91913Y100
Meeting Date: MAY 12, 2016   Meeting Type: Annual
Record Date:  MAR 15, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Joseph W. Gorder         For       For          Management
1b    Elect Director Deborah P. Majoras       For       For          Management
1c    Elect Director Donald L. Nickles        For       For          Management
1d    Elect Director Philip J. Pfeiffer       For       For          Management
1e    Elect Director Robert A. Profusek       For       For          Management
1f    Elect Director Susan Kaufman Purcell    For       For          Management
1g    Elect Director Stephen M. Waters        For       For          Management
1h    Elect Director Randall J. Weisenburger  For       For          Management
1i    Elect Director Rayford Wilkins, Jr.     For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Certificate of Incorporation to   For       For          Management
      provide for removal of directors
      without cause
5     Amend Omnibus Stock Plan                For       For          Management


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

WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 26, 2016   Meeting Type: Annual
Record Date:  MAR 01, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John D. Baker, II        For       For          Management
1b    Elect Director Elaine L. Chao           For       For          Management
1c    Elect Director John S. Chen             For       For          Management
1d    Elect Director Lloyd H. Dean            For       For          Management
1e    Elect Director Elizabeth A. Duke        For       For          Management
1f    Elect Director Susan E. Engel           For       For          Management
1g    Elect Director Enrique Hernandez, Jr.   For       For          Management
1h    Elect Director Donald M. James          For       For          Management
1i    Elect Director Cynthia H. Milligan      For       For          Management
1j    Elect Director Federico F. Pena         For       For          Management
1k    Elect Director James H. Quigley         For       For          Management
1l    Elect Director Stephen W. Sanger        For       For          Management
1m    Elect Director John G. Stumpf           For       For          Management
1n    Elect Director Susan G. Swenson         For       For          Management
1o    Elect Director Suzanne M. Vautrinot     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Report on Lobbying Payments and Policy  Against   Against      Shareholder



========== END N-PX REPORT



                                  SIGNATURES

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

VOYA VARIABLE FUNDS

By:    /s/ Shaun P. Mathews
       -------------------------------------
       Shaun P. Mathews
       President and Chief Executive Officer

Date:  August 22, 2016