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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

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                                   FORM N-PX

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              ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY

                 Investment Company Act File Number: 811-04739

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

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

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

 William Renahan, Esq., Virtus Investment Partners, Inc., One Financial Plaza,
                              Hartford, CT 06103
                    (Name and Address of agent for service)

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

                        Date of Fiscal Year End: 11/30

               Date of Reporting Period: 07/01/2018 - 06/30/2019

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

ICA File Number: 811-04739
Reporting Period: 07/01/2018 - 06/30/2019
Virtus Total Return Fund Inc.









======================== Virtus Total Return Fund Inc. =========================


AENA S.M.E. SA

Ticker:       AENA           Security ID:  E526K0106
Meeting Date: APR 09, 2019   Meeting Type: Annual
Record Date:  APR 04, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Standalone Financial Statements For       For          Management
2     Approve Consolidated Financial          For       For          Management
      Statements
3     Approve Allocation of Income and        For       For          Management
      Dividends
4     Approve Non-Financial Information       For       For          Management
      Report
5     Approve Discharge of Board              For       For          Management
6     Appoint KPMG Auditores as Auditor       For       For          Management
7.1   Ratify Appointment of and Elect         For       For          Management
      Maurici Lucena Betriu as Director
7.2   Ratify Appointment of and Elect         For       For          Management
      Angelica Martinez Ortega as Director
7.3   Ratify Appointment of and Elect         For       For          Management
      Francisco Ferrer Moreno as Director
7.4   Ratify Appointment of and Elect Juan    For       For          Management
      Ignacio Diaz Bidart as Director
7.5   Ratify Appointment of and Elect Marta   For       For          Management
      Bardon Fernandez-Pacheco as Director
7.6   Ratify Appointment of and Elect Josep   For       For          Management
      Antoni Duran i Lleida as Director
7.7   Reelect Pilar Arranz Notario as         For       For          Management
      Director
7.8   Reelect TCI Advisory Services LLP as    For       For          Management
      Director
7.9   Elect Jordi Hereu Boher as Director     For       For          Management
7.10  Elect Leticia Iglesias Herraiz as       For       For          Management
      Director
8     Amend Articles Re: Appointments and     For       For          Management
      Remuneration Committee
9     Amend Article 13.4 (v) of General       For       For          Management
      Meeting Regulations Re: Appointments
      and Remuneration Committee
10    Advisory Vote on Remuneration Report    For       For          Management
11    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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AEROPORTS DE PARIS SA

Ticker:       ADP            Security ID:  F00882104
Meeting Date: MAY 20, 2019   Meeting Type: Annual
Record Date:  MAY 15, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 3.70 per Share
4     Approve Transaction with the French     For       For          Management
      State
5     Approve Transaction with Cite de l      For       For          Management
      Architecture et du Patrimoine
6     Approve Transaction with Institut       For       For          Management
      Francais
7     Approve Transaction with SNCF Reseau    For       For          Management
      and Caisse des Depots et Consignations
8     Approve Transaction with SNCF Reseau    For       For          Management
9     Approve Transaction with Societe        For       For          Management
      Gestionnaire d Infrastructure CDG
      Express
10    Approve Transaction with Societe        For       For          Management
      Gestionnaire d Infrastructure CDG
      Express and SNCF Reseau
11    Approve Transaction with the French     For       For          Management
      State, Societe Gestionnaire d
      Infrastructure CDG Express, SNCF
      Reseau, Caisse des Depots et
      Consignations and BNP Paribas
12    Approve Transaction with Musee d Orsay  For       For          Management
      et de l Orangerie
13    Approve Transaction with Atout France   For       For          Management
14    Approve Transaction with Musee du       For       For          Management
      Louvre
15    Approve Transaction with Societe du     For       For          Management
      Grand Paris
16    Approve Transaction with Etablissement  For       For          Management
      Public du Chateau, du Musee et du
      Domaine National de Versailles
17    Approve Transaction with RATP           For       For          Management
18    Approve Transaction with Institut pour  For       For          Management
      l Innovation Economique et Sociale
19    Approve Transaction with Media          For       For          Management
      Aeroports de Paris
20    Approve Transaction with TAV            For       For          Management
      Construction and Herve
21    Approve Transaction with the French     For       For          Management
      State and SNCF Reseau
22    Authorize Repurchase of Up to 5         For       Against      Management
      Percent of Issued Share Capital
23    Approve Compensation of Augustin de     For       For          Management
      Romanet, Chairman and CEO
24    Approve Remuneration Policy of          For       For          Management
      Chairman and CEO
25    Ratify Appointment of Christophe        For       Against      Management
      Mirmand as Director
26    Reelect Augustin de Romanet as Director For       For          Management
27    Reelect Jacques Gounon as Director      For       Against      Management
28    Reelect VINCI as Director               For       Against      Management
29    Reelect Predica Prevoyance Dialogue du  For       Against      Management
      Credit Agricole as Director
30    Reelect Jacoba Van der Meijs as         For       Against      Management
      Director
31    Elect Dirk Benschop as Director         For       Against      Management
32    Elect Fanny Letier as Director          For       Against      Management
33    Renew Appointment of Christine Janodet  For       Against      Management
      as Censor
34    Renew Appointment of Anne Hidalgo as    For       Against      Management
      Censor
35    Appoint Valerie Pecresse as Censor      For       Against      Management
36    Appoint Patrick Renaud as Censor        For       Against      Management
37    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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AMERICAN ELECTRIC POWER CO., INC.

Ticker:       AEP            Security ID:  025537101
Meeting Date: APR 23, 2019   Meeting Type: Annual
Record Date:  FEB 25, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Nicholas K. Akins        For       For          Management
1.2   Elect Director David J. Anderson        For       For          Management
1.3   Elect Director J. Barnie Beasley, Jr.   For       For          Management
1.4   Elect Director Ralph D. Crosby, Jr.     For       For          Management
1.5   Elect Director Linda A. Goodspeed       For       For          Management
1.6   Elect Director Thomas E. Hoaglin        For       For          Management
1.7   Elect Director Sandra Beach Lin         For       For          Management
1.8   Elect Director Margaret M. McCarthy     For       For          Management
1.9   Elect Director Richard C. Notebaert     For       For          Management
1.10  Elect Director Lionel L. Nowell, III    For       For          Management
1.11  Elect Director Stephen S. Rasmussen     For       For          Management
1.12  Elect Director Oliver G. Richard, III   For       For          Management
1.13  Elect Director Sara Martinez Tucker     For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Eliminate Preemptive Rights             For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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AMERICAN TOWER CORPORATION

Ticker:       AMT            Security ID:  03027X100
Meeting Date: MAY 21, 2019   Meeting Type: Annual
Record Date:  MAR 27, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Raymond P. Dolan         For       For          Management
1b    Elect Director Robert D. Hormats        For       For          Management
1c    Elect Director Gustavo Lara Cantu       For       For          Management
1d    Elect Director Grace D. Lieblein        For       For          Management
1e    Elect Director Craig Macnab             For       For          Management
1f    Elect Director JoAnn A. Reed            For       For          Management
1g    Elect Director Pamela D.A. Reeve        For       For          Management
1h    Elect Director David E. Sharbutt        For       For          Management
1i    Elect Director James D. Taiclet         For       For          Management
1j    Elect Director Samme L. Thompson        For       For          Management
2     Ratify Deloitte & Touche LLP  as        For       For          Management
      Auditor
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Report on Political Contributions       Against   Against      Shareholder


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AMERICAN WATER WORKS COMPANY, INC.

Ticker:       AWK            Security ID:  030420103
Meeting Date: MAY 10, 2019   Meeting Type: Annual
Record Date:  MAR 15, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jeffery N. Edwards       For       For          Management
1b    Elect Director Martha Clark Goss        For       For          Management
1c    Elect Director Veronica M. Hagen        For       For          Management
1d    Elect Director Julia L. Johnson         For       For          Management
1e    Elect Director Karl F. Kurz             For       For          Management
1f    Elect Director George MacKenzie         For       For          Management
1g    Elect Director James G. Stavridis       For       For          Management
1h    Elect Director Susan N. Story           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditor
4     Report on Political Contributions       Against   Against      Shareholder
5     Report on Lobbying Payments and Policy  Against   For          Shareholder


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ANTERO MIDSTREAM GP LP

Ticker:       AMGP           Security ID:  03675Y103
Meeting Date: MAR 08, 2019   Meeting Type: Special
Record Date:  JAN 11, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Conversion from Delaware        For       For          Management
      Limited Partnership to a Delaware
      Corporation
2     Approve Merger Agreement                For       For          Management
3     Approve Omnibus Stock Plan              For       For          Management
4     Approve Issuance of Shares for a        For       For          Management
      Private Placement


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ATLANTIA SPA

Ticker:       ATL            Security ID:  T05404107
Meeting Date: APR 18, 2019   Meeting Type: Annual
Record Date:  APR 09, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements,           For       For          Management
      Statutory Reports, and Allocation of
      Income
2     Integrate Remuneration of External      For       For          Management
      Auditors
3     Authorize Share Repurchase Program and  For       For          Management
      Reissuance of Repurchased Shares
4.a   Fix Number of Directors                 None      For          Shareholder
4.b.1 Slate 1 Submitted by Sintonia SpA       None      Did Not Vote Shareholder
4.b.2 Slate 2 Submitted by Institutional      None      For          Shareholder
      Investors (Assogestioni)
4.c   Elect Fabio Cerchiai as Board Chair     None      For          Shareholder
4.d   Approve Remuneration of Directors       None      For          Shareholder
5     Approve Remuneration Policy             For       Against      Management
A     Deliberations on Possible Legal Action  None      Against      Management
      Against Directors if Presented by
      Shareholders


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ATMOS ENERGY CORP.

Ticker:       ATO            Security ID:  049560105
Meeting Date: FEB 06, 2019   Meeting Type: Annual
Record Date:  DEC 14, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Robert W. Best           For       For          Management
1b    Elect Director Kim R. Cocklin           For       For          Management
1c    Elect Director Kelly H. Compton         For       For          Management
1d    Elect Director Sean Donohue             For       For          Management
1e    Elect Director Rafael G. Garza          For       For          Management
1f    Elect Director Richard K. Gordon        For       For          Management
1g    Elect Director Robert C. Grable         For       For          Management
1h    Elect Director Michael E. Haefner       For       For          Management
1i    Elect Director Nancy K. Quinn           For       For          Management
1j    Elect Director Richard A. Sampson       For       For          Management
1k    Elect Director Stephen R. Springer      For       For          Management
1l    Elect Director Diana J. Walters         For       For          Management
1m    Elect Director Richard Ware, II         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 Methane Leaks & Management    Against   Against      Shareholder
      Actions


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CELLNEX TELECOM SA

Ticker:       CLNX           Security ID:  E2R41M104
Meeting Date: MAY 08, 2019   Meeting Type: Annual
Record Date:  MAY 03, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated and Standalone     For       For          Management
      Financial Statements
2     Approve Non-Financial Information       For       For          Management
      Report
3     Approve Treatment of Net Loss           For       For          Management
4     Approve Discharge of Board              For       For          Management
5     Renew Appointment of Deloitte as        For       For          Management
      Auditor
6     Amend Article 26 Re: Director           For       For          Management
      Remuneration
7     Approve Annual Maximum Remuneration     For       For          Management
8     Approve Grant of Shares to CEO          For       For          Management
9     Approve Remuneration Policy             For       For          Management
10.1  Reelect Tobias Martinez Gimeno as       For       For          Management
      Director
10.2  Ratify Appointment of and Elect Marco   For       For          Management
      Patuano as Director
10.3  Ratify Appointment of and Elect Carlo   For       For          Management
      Bertazzo as Director
10.4  Ratify Appointment of and Elect         For       For          Management
      Elisabetta De Bernardi di Valserra as
      Director
10.5  Ratify Appointment of and Elect John    For       For          Management
      Benedict Mc Carthy as Director
11    Authorize Increase in Capital up to 50  For       For          Management
      Percent via Issuance of Equity or
      Equity-Linked Securities, Excluding
      Preemptive Rights of up to 10 Percent
12    Authorize Issuance of Convertible       For       For          Management
      Bonds, Debentures, Warrants, and Other
      Debt Securities with Exclusion of
      Preemptive Rights up to 10 Percent of
      Capital
13    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
14    Advisory Vote on Remuneration Report    For       For          Management


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CHENIERE ENERGY, INC.

Ticker:       LNG            Security ID:  16411R208
Meeting Date: MAY 16, 2019   Meeting Type: Annual
Record Date:  APR 01, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director G. Andrea Botta          For       For          Management
1B    Elect Director Jack A. Fusco            For       For          Management
1C    Elect Director Vicky A. Bailey          For       For          Management
1D    Elect Director Nuno Brandolini          For       For          Management
1E    Elect Director David I. Foley           For       For          Management
1F    Elect Director David B. Kilpatrick      For       For          Management
1G    Elect Director Andrew Langham           For       For          Management
1H    Elect Director Courtney R. Mather       For       For          Management
1I    Elect Director Donald F. Robillard, Jr. For       For          Management
1J    Elect Director Neal A. Shear            For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify KPMG LLP as Auditors             For       For          Management


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CMS ENERGY CORPORATION

Ticker:       CMS            Security ID:  125896100
Meeting Date: MAY 03, 2019   Meeting Type: Annual
Record Date:  MAR 05, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Jon E. Barfield          For       For          Management
1b    Elect Director Deborah H. Butler        For       For          Management
1c    Elect Director Kurt L. Darrow           For       For          Management
1d    Elect Director Stephen E. Ewing         For       For          Management
1e    Elect Director William D. Harvey        For       For          Management
1f    Elect Director Patricia K. Poppe        For       For          Management
1g    Elect Director John G. Russell          For       For          Management
1h    Elect Director Suzanne F. Shank         For       For          Management
1i    Elect Director Myrna M. Soto            For       For          Management
1j    Elect Director John G. Sznewajs         For       For          Management
1k    Elect Director Laura H. Wright          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditor
4     Report on Political Contributions       Against   Against      Shareholder
      Disclosure


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CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  22822V101
Meeting Date: MAY 16, 2019   Meeting Type: Annual
Record Date:  MAR 22, 2019

#     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 Andrea J. Goldsmith      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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CSX CORPORATION

Ticker:       CSX            Security ID:  126408103
Meeting Date: MAY 03, 2019   Meeting Type: Annual
Record Date:  MAR 04, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Donna M. Alvarado        For       For          Management
1b    Elect Director Pamela L. Carter         For       For          Management
1c    Elect Director James M. Foote           For       For          Management
1d    Elect Director Steven T. Halverson      For       For          Management
1e    Elect Director Paul C. Hilal            For       For          Management
1f    Elect Director John D. McPherson        For       For          Management
1g    Elect Director David M. Moffett         For       For          Management
1h    Elect Director Linda H. Riefler         For       For          Management
1i    Elect Director J. Steven Whisler        For       For          Management
1j    Elect Director John J. Zillmer          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


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DOMINION ENERGY, INC.

Ticker:       D              Security ID:  25746U109
Meeting Date: MAY 07, 2019   Meeting Type: Annual
Record Date:  MAR 01, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James A. Bennett         For       For          Management
1.2   Elect Director Helen E. Dragas          For       For          Management
1.3   Elect Director James O. Ellis, Jr.      For       For          Management
1.4   Elect Director Thomas F. Farrell, II    For       For          Management
1.5   Elect Director D. Maybank Hagood        For       For          Management
1.6   Elect Director John W. Harris           For       For          Management
1.7   Elect Director Ronald W. Jibson         For       For          Management
1.8   Elect Director Mark J. Kington          For       For          Management
1.9   Elect Director Joseph M. Rigby          For       For          Management
1.10  Elect Director Pamela J. Royal          For       For          Management
1.11  Elect Director Robert H. Spilman, Jr.   For       For          Management
1.12  Elect Director Susan N. Story           For       For          Management
1.13  Elect Director Michael E. Szymanczyk    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     Increase Authorized Common Stock        For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder


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DTE ENERGY COMPANY

Ticker:       DTE            Security ID:  233331107
Meeting Date: MAY 09, 2019   Meeting Type: Annual
Record Date:  MAR 12, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gerard M. Anderson       For       For          Management
1.2   Elect Director David A. Brandon         For       For          Management
1.3   Elect Director W. Frank Fountain, Jr.   For       For          Management
1.4   Elect Director Charles G. McClure, Jr.  For       For          Management
1.5   Elect Director Gail J. McGovern         For       For          Management
1.6   Elect Director Mark A. Murray           For       For          Management
1.7   Elect Director Ruth G. Shaw             For       For          Management
1.8   Elect Director Robert C. Skaggs, Jr.    For       For          Management
1.9   Elect Director David A. Thomas          For       For          Management
1.10  Elect Director James H. Vandenberghe    For       For          Management
1.11  Elect Director Valerie M. 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
4     Require Independent Board Chairman      Against   Against      Shareholder
5     Report on Political Contributions       Against   Against      Shareholder


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EAST JAPAN RAILWAY CO.

Ticker:       9020           Security ID:  J1257M109
Meeting Date: JUN 21, 2019   Meeting Type: Annual
Record Date:  MAR 31, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 75
2.1   Appoint Statutory Auditor Takiguchi,    For       Against      Management
      Keiji
2.2   Appoint Statutory Auditor Kinoshita,    For       For          Management
      Takashi
2.3   Appoint Statutory Auditor Hashiguchi,   For       For          Management
      Nobuyuki


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EMERA INCORPORATED

Ticker:       EMA            Security ID:  290876101
Meeting Date: MAY 15, 2019   Meeting Type: Annual
Record Date:  MAR 20, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Scott C. Balfour         For       For          Management
1.2   Elect Director James V. Bertram         For       For          Management
1.3   Elect Director Sylvia D. Chrominska     For       For          Management
1.4   Elect Director Henry E. Demone          For       For          Management
1.5   Elect Director Kent M. Harvey           For       For          Management
1.6   Elect Director B. Lynn Loewen           For       For          Management
1.7   Elect Director Donald A. Pether         For       For          Management
1.8   Elect Director John B. Ramil            For       For          Management
1.9   Elect Director Andrea S. Rosen          For       For          Management
1.10  Elect Director Richard P. Sergel        For       For          Management
1.11  Elect Director M. Jacqueline Sheppard   For       For          Management
1.12  Elect Director Jochen E. Tilk           For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Authorize Board to Fix Remuneration of  For       For          Management
      Auditors
4     Advisory Vote on Executive              For       For          Management
      Compensation Approach
5     The Undersigned Hereby Certifies that   None      Abstain      Management
      the Shares Represented by this Proxy
      are Owned and Controlled by a Resident
      of Canada. Vote FOR = Yes and ABSTAIN
      = No. A Vote Against will be treated
      as not voted.


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ENBRIDGE, INC.

Ticker:       ENB            Security ID:  29250N105
Meeting Date: MAY 08, 2019   Meeting Type: Annual
Record Date:  MAR 11, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Pamela L. Carter         For       For          Management
1.2   Elect Director Marcel R. Coutu          For       For          Management
1.3   Elect Director Susan M. Cunningham      For       For          Management
1.4   Elect Director Gregory L. Ebel          For       For          Management
1.5   Elect Director J. Herb England          For       For          Management
1.6   Elect Director Charles W. Fischer       For       For          Management
1.7   Elect Director V. Maureen Kempston      For       For          Management
      Darkes
1.8   Elect Director Teresa S. Madden         For       For          Management
1.9   Elect Director Al Monaco                For       For          Management
1.10  Elect Director Michael E.J. Phelps      None      None         Management
      *Withdrawn Resolution*
1.11  Elect Director Dan C. Tutcher           For       For          Management
1.12  Elect Director Catherine L. Williams    For       For          Management
2     Approve PricewaterhouseCoopers LLP as   For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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ENEL SPA

Ticker:       ENEL           Security ID:  T3679P115
Meeting Date: MAY 16, 2019   Meeting Type: Annual
Record Date:  MAY 07, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Allocation of Income            For       For          Management
3     Authorize Share Repurchase Program and  For       For          Management
      Reissuance of Repurchased Shares
4.1   Slate 1 Submitted by Italian Ministry   None      For          Shareholder
      of Economy and Finance
4.2   Slate 2 Submitted by Institutional      None      Did Not Vote Shareholder
      Investors (Assogestioni)
5     Approve Internal Auditors' Remuneration None      For          Shareholder
6     Approve Auditors and Authorize Board    For       For          Management
      to Fix Their Remuneration
7     Approve Long-Term Incentive Plan        For       For          Management
8     Approve Remuneration Policy             For       For          Management


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EVERGY, INC.

Ticker:       EVRG           Security ID:  30034W106
Meeting Date: MAY 07, 2019   Meeting Type: Annual
Record Date:  FEB 26, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Terry Bassham            For       For          Management
1.2   Elect Director Mollie Hale Carter       For       For          Management
1.3   Elect Director Charles Q. Chandler, IV  For       For          Management
1.4   Elect Director Gary D. Forsee           For       For          Management
1.5   Elect Director Scott D. Grimes          For       For          Management
1.6   Elect Director Richard L. Hawley        For       For          Management
1.7   Elect Director Thomas D. Hyde           For       For          Management
1.8   Elect Director B. Anthony Isaac         For       For          Management
1.9   Elect Director Sandra A.J. Lawrence     For       For          Management
1.10  Elect Director Ann D. Murtlow           For       For          Management
1.11  Elect Director Sandra J. Price          For       For          Management
1.12  Elect Director Mark A. Ruelle           For       For          Management
1.13  Elect Director John J. Sherman          For       For          Management
1.14  Elect Director S. Carl Soderstrom, Jr.  For       For          Management
1.15  Elect Director John Arthur Stall        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     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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

FORTIS, INC.

Ticker:       FTS            Security ID:  349553107
Meeting Date: MAY 02, 2019   Meeting Type: Annual
Record Date:  MAR 15, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Tracey C. Ball           For       For          Management
1.2   Elect Director Pierre J. Blouin         For       For          Management
1.3   Elect Director Paul J. Bonavia          For       For          Management
1.4   Elect Director Lawrence T. Borgard      For       For          Management
1.5   Elect Director Maura J. Clark           For       For          Management
1.6   Elect Director Margarita K. Dilley      For       For          Management
1.7   Elect Director Julie A. Dobson          For       For          Management
1.8   Elect Director Ida J. Goodreau          For       For          Management
1.9   Elect Director Douglas J. Haughey       For       For          Management
1.10  Elect Director Barry V. Perry           For       For          Management
1.11  Elect Director Joseph L. Welch          For       For          Management
1.12  Elect Director Jo Mark Zurel            For       For          Management
2     Approve Deloitte LLP as Auditors and    For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

FRONTERA ENERGY CORPORATION

Ticker:       FEC            Security ID:  35905B107
Meeting Date: MAY 29, 2019   Meeting Type: Annual/Special
Record Date:  APR 18, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Fix Number of Directors at Seven        For       For          Management
2.1   Elect Director Luis Fernando Alarcon    For       For          Management
2.2   Elect Director W. Ellis Armstrong       For       For          Management
2.3   Elect Director Gabriel de Alba          For       For          Management
2.4   Elect Director Raymond Bromark          For       For          Management
2.5   Elect Director Orlando Cabrales         For       For          Management
2.6   Elect Director Russell Ford             For       For          Management
2.7   Elect Director Veronique Giry           For       For          Management
3     Approve Ernst & Young LLP as Auditors   For       For          Management
      and Authorize Board to Fix Their
      Remuneration
4     Amend Shareholder Rights Plan           For       For          Management


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

IBERDROLA SA

Ticker:       IBE            Security ID:  E6165F166
Meeting Date: MAR 29, 2019   Meeting Type: Annual
Record Date:  MAR 22, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated and Standalone     For       For          Management
      Financial Statements
2     Approve Consolidated and Standalone     For       For          Management
      Management Reports
3     Approve Non-Financial Information       For       For          Management
      Report
4     Approve Discharge of Board              For       For          Management
5     Amend Articles Re: Purpose and Values   For       For          Management
      of the Iberdrola Group
6     Amend Articles Re: Corporate Social     For       For          Management
      Responsibility Committee
7     Approve Allocation of Income and        For       For          Management
      Dividends
8     Authorize Capitalization of Reserves    For       For          Management
      for Scrip Dividends
9     Authorize Capitalization of Reserves    For       For          Management
      for Scrip Dividends
10    Authorize Share Repurchase and Capital  For       For          Management
      Reduction via Amortization of
      Repurchased Shares
11    Advisory Vote on Remuneration Report    For       For          Management
12    Elect Sara de la Rica Goiricelaya as    For       For          Management
      Director
13    Ratify Appointment of and Elect Xabier  For       For          Management
      Sagredo Ormaza as Director
14    Reelect Maria Helena Antolin Raybaud    For       For          Management
      as Director
15    Reelect Jose Walfredo Fernandez as      For       For          Management
      Director
16    Reelect Denise Mary Holt as Director    For       For          Management
17    Reelect Manuel Moreu Munaiz  as         For       For          Management
      Director
18    Reelect Ignacio Sanchez Galan as        For       For          Management
      Director
19    Fix Number of Directors at 14           For       For          Management
20    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


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

KINDER MORGAN, INC.

Ticker:       KMI            Security ID:  49456B101
Meeting Date: MAY 08, 2019   Meeting Type: Annual
Record Date:  MAR 11, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard D. Kinder        For       For          Management
1.2   Elect Director Steven J. Kean           For       For          Management
1.3   Elect Director Kimberly A. Dang         For       For          Management
1.4   Elect Director Ted A. Gardner           For       For          Management
1.5   Elect Director Anthony W. Hall, Jr.     For       For          Management
1.6   Elect Director Gary L. Hultquist        For       For          Management
1.7   Elect Director Ronald L. Kuehn, Jr.     For       For          Management
1.8   Elect Director Deborah A. Macdonald     For       For          Management
1.9   Elect Director Michael C. Morgan        For       For          Management
1.10  Elect Director Arthur C. Reichstetter   For       For          Management
1.11  Elect Director Fayez Sarofim            For       For          Management
1.12  Elect Director C. Park Shaper           For       For          Management
1.13  Elect Director William A. Smith         For       For          Management
1.14  Elect Director Joel V. Staff            For       For          Management
1.15  Elect Director Robert F. Vagt           For       For          Management
1.16  Elect Director Perry M. Waughtal        For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

NATIONAL GRID PLC

Ticker:       NG.            Security ID:  G6S9A7120
Meeting Date: JUL 30, 2018   Meeting Type: Annual
Record Date:  JUL 28, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3     Re-elect Sir Peter Gershon as Director  For       For          Management
4     Re-elect John Pettigrew as Director     For       For          Management
5     Re-elect Dean Seavers as Director       For       For          Management
6     Re-elect Nicola Shaw as Director        For       For          Management
7     Re-elect Nora Brownell as Director      For       For          Management
8     Re-elect Jonathan Dawson as Director    For       For          Management
9     Re-elect Therese Esperdy as Director    For       For          Management
10    Re-elect Paul Golby as Director         For       For          Management
11    Re-elect Mark Williamson as Director    For       For          Management
12    Elect Amanda Mesler as Director         For       For          Management
13    Reappoint Deloitte LLP as Auditors      For       For          Management
14    Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
15    Approve Remuneration Report             For       For          Management
16    Authorise EU Political Donations and    For       For          Management
      Expenditure
17    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
18    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights in Connection with
      an Acquisition or Other Capital
      Investment
20    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
21    Authorise the Company to Call General   For       For          Management
      Meeting with Two Weeks' Notice


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

NEXTERA ENERGY, INC.

Ticker:       NEE            Security ID:  65339F101
Meeting Date: MAY 23, 2019   Meeting Type: Annual
Record Date:  MAR 26, 2019

#     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
1m    Elect Director Darryl L. Wilson         For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Report on Political Contributions       Against   Against      Shareholder


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

NISOURCE INC.

Ticker:       NI             Security ID:  65473P105
Meeting Date: MAY 07, 2019   Meeting Type: Annual
Record Date:  MAR 12, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter A. Altabef         For       For          Management
1b    Elect Director Theodore H. Bunting, Jr. For       For          Management
1c    Elect Director Eric L. Butler           For       For          Management
1d    Elect Director Aristides S. Candris     For       For          Management
1e    Elect Director Wayne S. DeVeydt         For       For          Management
1f    Elect Director Joseph Hamrock           For       For          Management
1g    Elect Director Deborah A. Henretta      For       For          Management
1h    Elect Director Michael E. Jesanis       For       For          Management
1i    Elect Director Kevin T. Kabat           For       For          Management
1j    Elect Director Carolyn Y. Woo           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as Auditor For       For          Management
4     Increase Authorized Common Stock        For       For          Management
5     Amend Certificate of Incorporation to   For       For          Management
      Provide Directors May Be Removed With
      or Without Cause
6     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
7     Reduce Ownership Threshold for          Against   Against      Shareholder
      Shareholders to Call Special Meeting


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

NORFOLK SOUTHERN CORPORATION

Ticker:       NSC            Security ID:  655844108
Meeting Date: MAY 09, 2019   Meeting Type: Annual
Record Date:  MAR 01, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Thomas D. Bell, Jr.      For       For          Management
1b    Elect Director Daniel A. Carp           For       For          Management
1c    Elect Director Mitchell E. Daniels, Jr. For       For          Management
1d    Elect Director Marcela E. Donadio       For       For          Management
1e    Elect Director Thomas C. Kelleher       For       For          Management
1f    Elect Director Steven F. Leer           For       For          Management
1g    Elect Director Michael D. Lockhart      For       For          Management
1h    Elect Director Amy E. Miles             For       For          Management
1i    Elect Director Jennifer F. Scanlon      For       For          Management
1j    Elect Director James A. Squires         For       For          Management
1k    Elect Director John R. Thompson         For       For          Management
2     Ratify KPMG LLP as Auditor              For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Adopt Simple Majority                   Against   For          Shareholder


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

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 22, 2019   Meeting Type: Annual
Record Date:  MAR 25, 2019

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


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

ORSTED A/S

Ticker:       ORSTED         Security ID:  K7653Q105
Meeting Date: MAR 05, 2019   Meeting Type: Annual
Record Date:  FEB 26, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Report of Board                 None      None         Management
2     Accept Financial Statements and         For       For          Management
      Statutory Reports
3     Approve Discharge of Management and     For       For          Management
      Board
4     Approve Allocation of Income and        For       For          Management
      Dividends of DKK 9.75 Per Share
5     Authorize Share Repurchase Program      None      None         Management
      (The Board is Not Requesting Any
      Authorization)
6     Other Proposals from Board or           None      None         Management
      Shareholders (None Submitted)
7.1   Determine Number of Members (6) and     For       For          Management
      Deputy Members (0) of Board
7.2   Reelect Thomas Thune Andersen (Chair)   For       For          Management
      as Director
7.3   Reelect Lene Skole (Vice Chair) as      For       For          Management
      Director
7.4a  Reelect Lynda Armstrong as Director     For       For          Management
7.4b  Reelect Jorgen Kildah as Director       For       For          Management
7.4c  Reelect Peter Korsholm as Director      For       For          Management
7.4d  Reelect Dieter Wemmer as Director       For       For          Management
8     Approve Remuneration of Directors;      For       For          Management
      Approve Remuneration for Committee Work
9     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
10    Other Business                          None      None         Management


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

PEMBINA PIPELINE CORPORATION

Ticker:       PPL            Security ID:  706327103
Meeting Date: MAY 03, 2019   Meeting Type: Annual/Special
Record Date:  MAR 15, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Anne-Marie N. Ainsworth  For       For          Management
1.2   Elect Director Michael (Mick) H. Dilger For       For          Management
1.3   Elect Director Randall J. Findlay       For       For          Management
1.4   Elect Director Maureen E. Howe          For       For          Management
1.5   Elect Director Gordon J. Kerr           For       For          Management
1.6   Elect Director David M.B. LeGresley     For       For          Management
1.7   Elect Director Robert B. Michaleski     For       For          Management
1.8   Elect Director Leslie A. O'Donoghue     For       For          Management
1.9   Elect Director Bruce D. Rubin           For       For          Management
1.10  Elect Director Jeffrey T. Smith         For       For          Management
1.11  Elect Director Henry W. Sykes           For       For          Management
2     Approve KPMG LLP Auditors and           For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Re-approve Shareholder Rights Plan      For       For          Management
4     Increase Authorized Class A Preferred   For       For          Management
      Shares
5     Advisory Vote on Executive              For       For          Management
      Compensation Approach


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

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

Ticker:       PEG            Security ID:  744573106
Meeting Date: APR 16, 2019   Meeting Type: Annual
Record Date:  FEB 15, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Willie A. Deese          For       For          Management
1.2   Elect Director William V. Hickey        For       For          Management
1.3   Elect Director Ralph Izzo               For       For          Management
1.4   Elect Director Shirley Ann Jackson      For       For          Management
1.5   Elect Director David Lilley             For       For          Management
1.6   Elect Director Barry H. Ostrowsky       For       For          Management
1.7   Elect Director Laura A. Sugg            For       For          Management
1.8   Elect Director Richard J. Swift         For       For          Management
1.9   Elect Director Susan Tomasky            For       For          Management
1.10  Elect Director Alfred W. Zollar         For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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

SEMPRA ENERGY

Ticker:       SRE            Security ID:  816851109
Meeting Date: MAY 09, 2019   Meeting Type: Annual
Record Date:  MAR 14, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan L. Boeckmann        For       For          Management
1.2   Elect Director Kathleen L. Brown        For       For          Management
1.3   Elect Director Andres Conesa            For       For          Management
1.4   Elect Director Maria Contreras-Sweet    For       For          Management
1.5   Elect Director Pablo A. Ferrero         For       For          Management
1.6   Elect Director William D. Jones         For       For          Management
1.7   Elect Director Jeffrey W. Martin        For       For          Management
1.8   Elect Director Michael N. Mears         For       For          Management
1.9   Elect Director William C. Rusnack       For       For          Management
1.10  Elect Director Lynn Schenk              For       For          Management
1.11  Elect Director Jack T. Taylor           For       For          Management
1.12  Elect Director Cynthia L. Walker        For       For          Management
1.13  Elect Director James C. Yardley         For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Require Independent Board Chairman      Against   Against      Shareholder


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

SPIRE, INC. (MISSOURI)

Ticker:       SR             Security ID:  84857L101
Meeting Date: JAN 31, 2019   Meeting Type: Annual
Record Date:  NOV 30, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Brenda D. Newberry       For       For          Management
1.2   Elect Director Suzanne Sitherwood       For       For          Management
1.3   Elect Director Mary Ann Van Lokeren     For       For          Management
1.4   Elect Director Stephen S. Schwartz      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


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

SYDNEY AIRPORT

Ticker:       SYD            Security ID:  Q8808P103
Meeting Date: MAY 24, 2019   Meeting Type: Annual
Record Date:  MAY 22, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Remuneration Report             For       For          Management
2     Elect John Roberts as Director          For       For          Management
3     Elect David Gonski as Director          For       For          Management
4     Approve Grant of Rights to Geoff        For       For          Management
      Culbert
1     Elect Eleanor Padman as Director        For       For          Management


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

TARGA RESOURCES CORP.

Ticker:       TRGP           Security ID:  87612G101
Meeting Date: MAY 30, 2019   Meeting Type: Annual
Record Date:  APR 02, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Waters S. Davis, IV      For       For          Management
1.2   Elect Director Rene R. Joyce            For       For          Management
1.3   Elect Director Chris Tong               For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

THE WILLIAMS COMPANIES, INC.

Ticker:       WMB            Security ID:  969457100
Meeting Date: AUG 09, 2018   Meeting Type: Special
Record Date:  JUL 09, 2018

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


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

THE WILLIAMS COMPANIES, INC.

Ticker:       WMB            Security ID:  969457100
Meeting Date: MAY 09, 2019   Meeting Type: Annual
Record Date:  MAR 11, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan S. Armstrong        For       For          Management
1.2   Elect Director Stephen W. Bergstrom     For       For          Management
1.3   Elect Director Nancy K. Buese           For       For          Management
1.4   Elect Director Stephen I. Chazen        For       For          Management
1.5   Elect Director Charles I. Cogut         For       For          Management
1.6   Elect Director Kathleen B. Cooper       For       For          Management
1.7   Elect Director Michael A. Creel         For       For          Management
1.8   Elect Director Vicki L. Fuller          For       For          Management
1.9   Elect Director Peter A. Ragauss         For       For          Management
1.10  Elect Director Scott D. Sheffield       For       For          Management
1.11  Elect Director Murray D. Smith          For       For          Management
1.12  Elect Director William H. Spence        For       For          Management
2     Ratify Ernst & Young LLP as Auditor     For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

TRANSCANADA CORP.

Ticker:       TRP            Security ID:  89353D107
Meeting Date: MAY 03, 2019   Meeting Type: Annual/Special
Record Date:  MAR 18, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stephan Cretier          For       For          Management
1.2   Elect Director Russell K. Girling       For       For          Management
1.3   Elect Director S. Barry Jackson         For       For          Management
1.4   Elect Director Randy Limbacher          For       For          Management
1.5   Elect Director John E. Lowe             For       For          Management
1.6   Elect Director Una Power                For       For          Management
1.7   Elect Director Mary Pat Salomone        For       For          Management
1.8   Elect Director Indira V. Samarasekera   For       For          Management
1.9   Elect Director D. Michael G. Stewart    For       For          Management
1.10  Elect Director Siim A. Vanaselja        For       For          Management
1.11  Elect Director Thierry Vandal           For       For          Management
1.12  Elect Director Steven W. Williams       For       For          Management
2     Approve KPMG LLP as Auditors and        For       For          Management
      Authorize Board to Fix Their
      Remuneration
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach
4     Change Company Name to TC Energy        For       For          Management
      Corporation/ Corporation TC Energie
5     Approve Shareholder Rights Plan         For       For          Management
6     Prepare a Report Outlining How the      Against   Against      Shareholder
      Company Respects Internationally
      Recognized Standards for Indigenous
      Peoples Rights in its Business
      Activities


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

TRANSURBAN GROUP LTD.

Ticker:       TCL            Security ID:  Q9194A106
Meeting Date: OCT 11, 2018   Meeting Type: Annual
Record Date:  OCT 09, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
2a    Elect Mark Birrell as Director          For       For          Management
2b    Elect Christine O'Reilly as Director    For       For          Management
3     Approve the Remuneration Report         For       For          Management
4     Approve Grant of Performance Awards to  For       For          Management
      Scott Charlton


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

UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 16, 2019   Meeting Type: Annual
Record Date:  MAR 22, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Andrew H. Card, Jr.      For       For          Management
1b    Elect Director Erroll B. Davis, Jr.     For       For          Management
1c    Elect Director William J. DeLaney       For       For          Management
1d    Elect Director David B. Dillon          For       For          Management
1e    Elect Director Lance M. Fritz           For       For          Management
1f    Elect Director Deborah C. Hopkins       For       For          Management
1g    Elect Director Jane H. Lute             For       For          Management
1h    Elect Director Michael R. McCarthy      For       For          Management
1i    Elect Director Thomas F. McLarty, III   For       For          Management
1j    Elect Director Bhavesh V. Patel         For       For          Management
1k    Elect Director Jose H. Villarreal       For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   Against      Shareholder


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

VINCI SA

Ticker:       DG             Security ID:  F5879X108
Meeting Date: APR 17, 2019   Meeting Type: Annual/Special
Record Date:  APR 15, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
2     Approve Financial Statements and        For       For          Management
      Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.67 per Share
4     Reelect Robert Castaigne as Director    For       For          Management
5     Reelect Ana Paula Pessoa as Director    For       For          Management
6     Reelect Pascale Sourisse as Director    For       For          Management
7     Elect Caroline Gregoire Sainte Marie    For       For          Management
      as Director
8     Elect Dominique Muller Joly-Pottuz as   None      For          Management
      Representative of Employee
      Shareholders to the Board
9     Elect Francoise Roze as Representative  None      Against      Management
      of Employee Shareholders to the Board
10    Elect Jarmila Matouskova as             None      Against      Management
      Representative of Employee
      Shareholders to the Board
11    Elect Jean-Charles Garaffa as           None      Against      Management
      Representative of Employee
      Shareholders to the Board
12    Renew Appointment of Deloitte Et        For       For          Management
      Associes as Auditor
13    Appoint PricewaterhouseCoopers Audit    For       For          Management
      as Auditor
14    Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 1.6 Million
15    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
16    Approve Remuneration Policy for         For       For          Management
      Chairman and CEO
17    Approve Compensation of Xavier          For       For          Management
      Huillard, Chairman and CEO
18    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
19    Authorize Capitalization of Reserves    For       For          Management
      for Bonus Issue or Increase in Par
      Value
20    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 300 Million
21    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 150 Million
22    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities for Private
      Placements, up to Aggregate Nominal
      Amount of EUR 150 Million
23    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Under Items 20-22
24    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for
      Contributions in Kind
25    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
26    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans Reserved
      for Employees of International
      Subsidiaries
27    Amend Article 10 of Bylaws Re:          For       For          Management
      Shareholding Disclosure Thresholds
28    Amend Article 16 of Bylaws to Comply    For       For          Management
      with Legal Changes Re: Auditors
29    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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

XCEL ENERGY INC.

Ticker:       XEL            Security ID:  98389B100
Meeting Date: MAY 15, 2019   Meeting Type: Annual
Record Date:  MAR 21, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Lynn Casey               For       For          Management
1b    Elect Director Richard K. Davis         For       For          Management
1c    Elect Director Ben Fowke                For       For          Management
1d    Elect Director Richard T. O'Brien       For       For          Management
1e    Elect Director David K. Owens           For       For          Management
1f    Elect Director Christopher J.           For       For          Management
      Policinski
1g    Elect Director James T. Prokopanko      For       For          Management
1h    Elect Director A. Patricia Sampson      For       For          Management
1i    Elect Director James J. Sheppard        For       For          Management
1j    Elect Director David A. Westerlund      For       For          Management
1k    Elect Director Kim Williams             For       For          Management
1l    Elect Director Timothy V. Wolf          For       For          Management
1m    Elect Director Daniel Yohannes          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

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



                                  SIGNATURES

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

(Registrant) Virtus Total Return Fund Inc.

By:
       ----------------------------
       George R. Aylward, President

Date:  August 7, 2019