UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM N-PX

              ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                         MANAGEMENT INVESTMENT COMPANY

Investment Company Act File Number: 811-05620

                       THE ZWEIG TOTAL RETURN FUND, INC.
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              (exact name of registrant as specified in charter)

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

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

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

Date of Fiscal Year End: 12/31

Date of Reporting Period: 07/01/2015 - 06/30/2016



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

ICA File Number: 811-05620
Reporting Period: 07/01/2015 - 06/30/2016
Zweig Total Return Fund Inc









========================= Zweig Total Return Fund, Inc =========================


ABBOTT LABORATORIES

Ticker:       ABT            Security ID:  002824100
Meeting Date: APR 29, 2016   Meeting Type: Annual
Record Date:  MAR 02, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert J. Alpern         For       For          Management
1.2   Elect Director Roxanne S. Austin        For       For          Management
1.3   Elect Director Sally E. Blount          For       For          Management
1.4   Elect Director W. James Farrell         For       For          Management
1.5   Elect Director Edward M. Liddy          For       For          Management
1.6   Elect Director Nancy McKinstry          For       For          Management
1.7   Elect Director Phebe N. Novakovic       For       For          Management
1.8   Elect Director William A. Osborn        For       For          Management
1.9   Elect Director Samuel C. Scott, III     For       For          Management
1.10  Elect Director Glenn F. Tilton          For       For          Management
1.11  Elect Director Miles D. 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


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ALASKA AIR GROUP, INC.

Ticker:       ALK            Security ID:  011659109
Meeting Date: MAY 12, 2016   Meeting Type: Annual
Record Date:  MAR 18, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Patricia M. Bedient      For       For          Management
1b    Elect Director Marion C. Blakey         For       For          Management
1c    Elect Director Phyllis J. Campbell      For       For          Management
1d    Elect Director Dhiren R. Fonseca        For       For          Management
1e    Elect Director Jessie J. Knight, Jr.    For       For          Management
1f    Elect Director Dennis F. Madsen         For       For          Management
1g    Elect Director Helvi K. Sandvik         For       For          Management
1h    Elect Director Katherine J. Savitt      For       For          Management
1i    Elect Director J. Kenneth Thompson      For       For          Management
1j    Elect Director Bradley D. Tilden        For       For          Management
1k    Elect Director Eric K. Yeaman           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Approve Omnibus Stock Plan              For       For          Management
4     Ratify KPMG LLP as Auditors             For       For          Management


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ALCOA INC.

Ticker:       AA             Security ID:  013817101
Meeting Date: MAY 06, 2016   Meeting Type: Annual
Record Date:  FEB 24, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Arthur D. Collins, Jr.   For       For          Management
1.2   Elect Director Sean O. Mahoney          For       For          Management
1.3   Elect Director Michael G. Morris        For       For          Management
1.4   Elect Director E. Stanley O'Neal        For       For          Management
1.5   Elect Director Carol L. Roberts         For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Amend Executive Incentive Bonus Plan    For       For          Management
6     Require Independent Board Chairman      Against   For          Shareholder


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ALTRIA GROUP, INC.

Ticker:       MO             Security ID:  02209S103
Meeting Date: MAY 19, 2016   Meeting Type: Annual
Record Date:  MAR 28, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gerald L. Baliles        For       For          Management
1.2   Elect Director Martin J. Barrington     For       For          Management
1.3   Elect Director John T. Casteen, III     For       For          Management
1.4   Elect Director Dinyar S. Devitre        For       For          Management
1.5   Elect Director Thomas F. Farrell, II    For       For          Management
1.6   Elect Director Thomas W. Jones          For       For          Management
1.7   Elect Director Debra J. Kelly-Ennis     For       For          Management
1.8   Elect Director W. Leo Kiely, III        For       For          Management
1.9   Elect Director Kathryn B. McQuade       For       For          Management
1.10  Elect Director George Munoz             For       For          Management
1.11  Elect Director Nabil Y. Sakkab          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     Report on Health Impacts of Additives   Against   Against      Shareholder
      and Chemicals in Products
5     Participate in OECD Mediation for       Against   Against      Shareholder
      Human Rights Violations


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ANALOG DEVICES, INC.

Ticker:       ADI            Security ID:  032654105
Meeting Date: MAR 09, 2016   Meeting Type: Annual
Record Date:  JAN 08, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Ray Stata                For       For          Management
1b    Elect Director Vincent T. Roche         For       For          Management
1c    Elect Director Richard M. Beyer         For       For          Management
1d    Elect Director James A. Champy          For       For          Management
1e    Elect Director Bruce R. Evans           For       For          Management
1f    Elect Director Edward H. Frank          For       For          Management
1g    Elect Director John C. Hodgson          For       For          Management
1h    Elect Director Neil Novich              For       For          Management
1i    Elect Director Kenton J. Sicchitano     For       For          Management
1j    Elect Director Lisa T. Su               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


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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   For          Shareholder


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ARCHER-DANIELS-MIDLAND COMPANY

Ticker:       ADM            Security ID:  039483102
Meeting Date: MAY 05, 2016   Meeting Type: Annual
Record Date:  MAR 10, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Alan L. Boeckmann        For       For          Management
1.2   Elect Director Mollie Hale Carter       For       For          Management
1.3   Elect Director Terrell K. Crews         For       For          Management
1.4   Elect Director Pierre Dufour            For       For          Management
1.5   Elect Director Donald E. Felsinger      For       For          Management
1.6   Elect Director Juan R. Luciano          For       For          Management
1.7   Elect Director Antonio Maciel Neto      For       For          Management
1.8   Elect Director Patrick J. Moore         For       For          Management
1.9   Elect Director Francisco Sanchez        For       For          Management
1.10  Elect Director Debra A. Sandler         For       For          Management
1.11  Elect Director Daniel Shih              For       For          Management
1.12  Elect Director Kelvin R. Westbrook      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   For          Shareholder
      Contributions
6     Report on Lobbying Payments and Policy  Against   For          Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder


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BECTON, DICKINSON AND COMPANY

Ticker:       BDX            Security ID:  075887109
Meeting Date: JAN 26, 2016   Meeting Type: Annual
Record Date:  DEC 04, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Basil L. Anderson        For       For          Management
1.2   Elect Director Catherine M. Burzik      For       For          Management
1.3   Elect Director Vincent A. Forlenza      For       For          Management
1.4   Elect Director Claire M. Fraser         For       For          Management
1.5   Elect Director Christopher Jones        For       For          Management
1.6   Elect Director Marshall O. Larsen       For       For          Management
1.7   Elect Director Gary A. Mecklenburg      For       For          Management
1.8   Elect Director James F. Orr             For       For          Management
1.9   Elect Director Willard J. Overlock, Jr. For       For          Management
1.10  Elect Director Claire Pomeroy           For       For          Management
1.11  Elect Director Rebecca W. Rimel         For       For          Management
1.12  Elect Director Bertram L. Scott         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


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BIOGEN INC.

Ticker:       BIIB           Security ID:  09062X103
Meeting Date: JUN 08, 2016   Meeting Type: Annual
Record Date:  APR 11, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Alexander J. Denner      For       For          Management
1b    Elect Director Caroline D. Dorsa        For       For          Management
1c    Elect Director Nancy L. Leaming         For       For          Management
1d    Elect Director Richard C. Mulligan      For       For          Management
1e    Elect Director Robert W. Pangia         For       For          Management
1f    Elect Director Stelios Papadopoulos     For       For          Management
1g    Elect Director Brian S. Posner          For       For          Management
1h    Elect Director Eric K. Rowinsky         For       For          Management
1i    Elect Director George A. Scangos        For       For          Management
1j    Elect Director Lynn Schenk              For       For          Management
1k    Elect Director Stephen A. Sherwin       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, INC.

Ticker:       BLK            Security ID:  09247X101
Meeting Date: MAY 25, 2016   Meeting Type: Annual
Record Date:  MAR 30, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Abdlatif Yousef Al-Hamad For       Against      Management
1b    Elect Director Mathis Cabiallavetta     For       For          Management
1c    Elect Director Pamela Daley             For       For          Management
1d    Elect Director William S. Demchak       For       For          Management
1e    Elect Director Jessica P. Einhorn       For       For          Management
1f    Elect Director Laurence D. Fink         For       For          Management
1g    Elect Director Fabrizio Freda           For       For          Management
1h    Elect Director Murry S. Gerber          For       For          Management
1i    Elect Director James Grosfeld           For       For          Management
1j    Elect Director Robert S. Kapito         For       For          Management
1k    Elect Director David H. Komansky        For       For          Management
1l    Elect Director Deryck Maughan           For       For          Management
1m    Elect Director Cheryl D. Mills          For       For          Management
1n    Elect Director Gordon M. Nixon          For       For          Management
1o    Elect Director Thomas H. O'Brien        For       For          Management
1p    Elect Director Ivan G. Seidenberg       For       For          Management
1q    Elect Director Marco Antonio Slim Domit For       For          Management
1r    Elect Director John S. Varley           For       For          Management
1s    Elect Director Susan L. Wagner          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
4     Provide Proxy Access Right              For       For          Management
5     Report on Proxy Voting and Executive    Against   Against      Shareholder
      Compensation


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CANON INC.

Ticker:       7751           Security ID:  138006309
Meeting Date: MAR 30, 2016   Meeting Type: Annual
Record Date:  DEC 30, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 75
2.1   Elect Director Mitarai, Fujio           For       For          Management
2.2   Elect Director Tanaka, Toshizo          For       For          Management
2.3   Elect Director Matsumoto, Shigeyuki     For       For          Management
2.4   Elect Director Maeda, Masaya            For       For          Management
2.5   Elect Director Saida, Kunitaro          For       For          Management
2.6   Elect Director Kato, Haruhiko           For       For          Management
3     Approve Annual Bonus                    For       For          Management


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 25, 2016   Meeting Type: Annual
Record Date:  MAR 30, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Alexander B. Cummings,   None      None         Management
      Jr. - Resigned
1b    Elect Director Linnet F. Deily          For       For          Management
1c    Elect Director Robert E. Denham         For       For          Management
1d    Elect Director Alice P. Gast            For       For          Management
1e    Elect Director Enrique Hernandez, Jr.   For       For          Management
1f    Elect Director Jon M. Huntsman, Jr.     For       For          Management
1g    Elect Director Charles W. Moorman, IV   For       For          Management
1h    Elect Director John G. Stumpf           For       For          Management
1i    Elect Director Ronald D. Sugar          For       For          Management
1j    Elect Director Inge G. Thulin           For       For          Management
1k    Elect Director John S. Watson           For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Approve Non-Employee Director Omnibus   For       For          Management
      Stock Plan
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Adopt Quantitative GHG Goals for        Against   Against      Shareholder
      Products and Operations
7     Annually Assess Portfolio Impacts of    Against   For          Shareholder
      Policies to Meet 2 Degree Scenario
8     Annually Report Reserve Replacements    Against   Against      Shareholder
      in BTUs
9     Increase Return of Capital to           Against   Against      Shareholder
      Shareholders in Light of  Climate
      Change Risks
10    Report on the Result of Efforts to      Against   For          Shareholder
      Minimize Hydraulic Fracturing Impacts
11    Require Director Nominee with           Against   For          Shareholder
      Environmental Experience
12    Amend Bylaws -- Call Special Meetings   Against   For          Shareholder


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DANAHER CORPORATION

Ticker:       DHR            Security ID:  235851102
Meeting Date: MAY 10, 2016   Meeting Type: Annual
Record Date:  MAR 14, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Donald J. Ehrlich        For       Against      Management
1.2   Elect Director Linda Hefner Filler      For       For          Management
1.3   Elect Director Thomas P. Joyce, Jr.     For       For          Management
1.4   Elect Director Teri List-Stoll          For       Against      Management
1.5   Elect Director Walter G. Lohr, Jr.      For       For          Management
1.6   Elect Director Mitchell P. Rales        For       For          Management
1.7   Elect Director Steven M. Rales          For       For          Management
1.8   Elect Director John T. Schwieters       For       Against      Management
1.9   Elect Director Alan G. Spoon            For       For          Management
1.10  Elect Director Elias A. Zerhouni        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 Political Contributions       Against   For          Shareholder
5     Amend Bylaws - Call Special Meetings    Against   For          Shareholder


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DUKE ENERGY CORPORATION

Ticker:       DUK            Security ID:  26441C204
Meeting Date: MAY 05, 2016   Meeting Type: Annual
Record Date:  MAR 07, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael J. Angelakis     For       For          Management
1.2   Elect Director Michael G. Browning      For       For          Management
1.3   Elect Director Daniel R. DiMicco        For       For          Management
1.4   Elect Director John H. Forsgren         For       For          Management
1.5   Elect Director Lynn J. Good             For       For          Management
1.6   Elect Director Ann Maynard Gray         For       For          Management
1.7   Elect Director John T. Herron           For       For          Management
1.8   Elect Director James B. Hyler, Jr.      For       For          Management
1.9   Elect Director William E. Kennard       For       For          Management
1.10  Elect Director E. Marie McKee           For       For          Management
1.11  Elect Director Charles W. Moorman, IV   For       For          Management
1.12  Elect Director Carlos A. Saladrigas     For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Reduce Supermajority Vote Requirement   Against   For          Shareholder
5     Report on Lobbying Payments and Policy  Against   For          Shareholder


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FACEBOOK, INC.

Ticker:       FB             Security ID:  30303M102
Meeting Date: JUN 20, 2016   Meeting Type: Annual
Record Date:  APR 29, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Marc L. Andreessen       For       Withhold     Management
1.2   Elect Director Erskine B. Bowles        For       Withhold     Management
1.3   Elect Director Susan D.                 For       Withhold     Management
      Desmond-Hellmann
1.4   Elect Director Reed Hastings            For       For          Management
1.5   Elect Director Jan Koum                 For       Withhold     Management
1.6   Elect Director Sheryl K. Sandberg       For       Withhold     Management
1.7   Elect Director Peter A. Thiel           For       For          Management
1.8   Elect Director Mark Zuckerberg          For       Withhold     Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Ratify the Grant of Restricted Stock    For       Against      Management
      Units to Non-Employee Directors
5     Ratify the Grant of Restricted Stock    For       Against      Management
      Units to Non-Employee Directors
6     Approve Annual Compensation Program     For       Against      Management
      for Non-employee Directors
7A    Amend Certificate of Incorporation to   For       Against      Management
      Establish the Class C Capital Stock
      and to Make Certain Clarifying Changes
7B    Increase Authorized Common Stock        For       Against      Management
7C    Amend Certificate of Incorporation to   For       For          Management
      Provide Equal Treatment of Shares of
      Class A Common Stock, Class B Common
      Stock, and Class C Capital Stock
7D    Amend Certificate of Incorporation to   For       For          Management
      Provide for Additional Events
8     Amend Omnibus Stock Plan                For       Against      Management
9     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
10    Report on Sustainability                Against   For          Shareholder
11    Report on Lobbying Payments and Policy  Against   For          Shareholder
12    Establish International Policy Board    Against   Against      Shareholder
      Committee
13    Report on Gender Pay Gap                Against   For          Shareholder


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FEDEX CORPORATION

Ticker:       FDX            Security ID:  31428X106
Meeting Date: SEP 28, 2015   Meeting Type: Annual
Record Date:  AUG 03, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James L. Barksdale       For       For          Management
1.2   Elect Director John A. Edwardson        For       For          Management
1.3   Elect Director Marvin R. Ellison        For       For          Management
1.4   Elect Director Kimberly A. Jabal        For       For          Management
1.5   Elect Director Shirley Ann Jackson      For       For          Management
1.6   Elect Director Gary W. Loveman          For       For          Management
1.7   Elect Director R. Brad Martin           For       For          Management
1.8   Elect Director Joshua Cooper Ramo       For       For          Management
1.9   Elect Director Susan C. Schwab          For       For          Management
1.10  Elect Director Frederick W. Smith       For       For          Management
1.11  Elect Director David P. Steiner         For       For          Management
1.12  Elect Director Paul S. Walsh            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     Require Independent Board Chairman      Against   For          Shareholder
5     Adopt Policy Prohibiting Tax Payments   Against   For          Shareholder
      on Restricted Stock Awards
6     Clawback of Incentive Payments          Against   For          Shareholder
7     Adopt Proxy Access Right                Against   For          Shareholder
8     Report on Political Contributions       Against   For          Shareholder
9     Report on Lobbying Payments and Policy  Against   For          Shareholder
10    Report on Consistency Between           Against   Against      Shareholder
      Corporate Values and Political
      Contributions


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FIVE BELOW, INC.

Ticker:       FIVE           Security ID:  33829M101
Meeting Date: JUN 21, 2016   Meeting Type: Annual
Record Date:  APR 26, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1A    Elect Director Catherine E. Buggeln     For       For          Management
1B    Elect Director Michael F. Devine, III   For       For          Management
1C    Elect Director Ronald L. Sargent        For       For          Management
1D    Elect Director Daniel J. Kaufman        For       For          Management
1E    Elect Director Richard L. Markee        For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Amend Omnibus Stock Plan                For       For          Management
4     Approve Executive Incentive Bonus Plan  For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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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


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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   For          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


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

GENERAL MOTORS COMPANY

Ticker:       GM             Security ID:  37045V100
Meeting Date: JUN 07, 2016   Meeting Type: Annual
Record Date:  APR 08, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Joseph J. Ashton         For       For          Management
1b    Elect Director Mary T. Barra            For       For          Management
1c    Elect Director Linda R. Gooden          For       For          Management
1d    Elect Director Joseph Jimenez           For       For          Management
1e    Elect Director Kathryn V. Marinello     For       For          Management
1f    Elect Director Jane L. Mendillo         For       For          Management
1g    Elect Director Michael G. Mullen        For       For          Management
1h    Elect Director James J. Mulva           For       For          Management
1i    Elect Director Patricia F. Russo        For       For          Management
1j    Elect Director Thomas M. Schoewe        For       For          Management
1k    Elect Director Theodore M. Solso        For       For          Management
1l    Elect Director Carol M. Stephenson      For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
4     Adopt Holy Land Principles              Against   Against      Shareholder


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

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   For          Shareholder


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

GLAXOSMITHKLINE PLC

Ticker:       GSK            Security ID:  37733W105
Meeting Date: MAY 05, 2016   Meeting Type: Annual
Record Date:  MAR 23, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       Withhold     Management
3     Elect Vindi Banga as Director           For       For          Management
4     Elect Dr Jesse Goodman as Director      For       For          Management
5     Re-elect Sir Philip Hampton as Director For       For          Management
6     Re-elect Sir Andrew Witty as Director   For       For          Management
7     Re-elect Sir Roy Anderson as Director   For       For          Management
8     Re-elect Stacey Cartwright as Director  For       For          Management
9     Re-elect Simon Dingemans as Director    For       For          Management
10    Re-elect Lynn Elsenhans as Director     For       For          Management
11    Re-elect Judy Lewent as Director        For       For          Management
12    Re-elect Urs Rohner as Director         For       For          Management
13    Re-elect Dr Moncef Slaoui as Director   For       For          Management
14    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
15    Authorise the Audit & Risk Committee    For       For          Management
      to Fix Remuneration of Auditors
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 Market Purchase of Ordinary   For       For          Management
      Shares
20    Approve the Exemption from Statement    For       For          Management
      of the Name of the Senior Statutory
      Auditor in Published Copies of the
      Auditors' Reports
21    Authorise the Company to Call General   For       For          Management
      Meeting with 14 Working Days' Notice


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

HCA HOLDINGS, INC.

Ticker:       HCA            Security ID:  40412C101
Meeting Date: APR 28, 2016   Meeting Type: Annual
Record Date:  MAR 04, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director R. Milton Johnson        For       For          Management
1b    Elect Director Robert J. Dennis         For       For          Management
1c    Elect Director Nancy-Ann DeParle        For       For          Management
1d    Elect Director Thomas F. Frist, III     For       For          Management
1e    Elect Director William R. Frist         For       For          Management
1f    Elect Director Charles O. Holliday, Jr. For       For          Management
1g    Elect Director Ann H. Lamont            For       For          Management
1h    Elect Director Jay O. Light             For       For          Management
1i    Elect Director Geoffrey G. Meyers       For       For          Management
1j    Elect Director Michael W. Michelson     For       For          Management
1k    Elect Director Wayne J. Riley           For       For          Management
1l    Elect Director John W. Rowe             For       For          Management
2     Amend Omnibus Stock Plan                For       Against      Management
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Require a Majority Vote for the         Against   Against      Shareholder
      Election of Directors


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

JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 28, 2016   Meeting Type: Annual
Record Date:  MAR 01, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mary C. Beckerle         For       For          Management
1b    Elect Director D. Scott Davis           For       For          Management
1c    Elect Director Ian E. L. Davis          For       For          Management
1d    Elect Director Alex Gorsky              For       For          Management
1e    Elect Director Susan L. Lindquist       For       For          Management
1f    Elect Director Mark B. McClellan        For       For          Management
1g    Elect Director Anne M. Mulcahy          For       For          Management
1h    Elect Director William D. Perez         For       For          Management
1i    Elect Director Charles Prince           For       For          Management
1j    Elect Director A. Eugene Washington     For       For          Management
1k    Elect Director Ronald A. Williams       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 a Payout Policy Giving            Against   Against      Shareholder
      Preference to Share Buybacks Over
      Dividends
5     Require Independent Board Chairman      Against   For          Shareholder
6     Report on Lobbying Payments and Policy  Against   Against      Shareholder
7     Report on Policies for Safe Disposal    Against   Against      Shareholder
      of Prescription Drugs by Users


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

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   For          Shareholder
5     Provide Vote Counting to Exclude        Against   Against      Shareholder
      Abstentions
6     Prohibit Accelerated Vesting of Awards  Against   For          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


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

LINCOLN NATIONAL CORPORATION

Ticker:       LNC            Security ID:  534187109
Meeting Date: MAY 27, 2016   Meeting Type: Annual
Record Date:  MAR 21, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William H. Cunningham    For       For          Management
1.2   Elect Director George W. Henderson, III For       For          Management
1.3   Elect Director Eric G. Johnson          For       For          Management
1.4   Elect Director M. Leanne Lachman        For       For          Management
1.5   Elect Director William Porter Payne     For       For          Management
1.6   Elect Director Patrick S. Pittard       For       For          Management
1.7   Elect Director Isaiah Tidwell           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     Reduce Supermajority Vote Requirement   Against   For          Shareholder


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

MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 28, 2016   Meeting Type: Annual
Record Date:  APR 29, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard Haythornthwaite  For       For          Management
1b    Elect Director Ajay Banga               For       For          Management
1c    Elect Director Silvio Barzi             For       For          Management
1d    Elect Director David R. Carlucci        For       For          Management
1e    Elect Director Steven J. Freiberg       For       For          Management
1f    Elect Director Julius Genachowski       For       For          Management
1g    Elect Director Merit E. Janow           For       For          Management
1h    Elect Director Nancy J. Karch           For       For          Management
1i    Elect Director Oki Matsumoto            For       Against      Management
1j    Elect Director Rima Qureshi             For       For          Management
1k    Elect Director Jose Octavio Reyes       For       For          Management
      Lagunes
1l    Elect Director Jackson Tai              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

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   For          Shareholder
6     Adopt Holy Land Principles              Against   Against      Shareholder
7     Adopt Policy to Ban Non-Therapeutic     Against   For          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


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

MICHAEL KORS HOLDINGS LIMITED

Ticker:       KORS           Security ID:  G60754101
Meeting Date: JUL 30, 2015   Meeting Type: Annual
Record Date:  JUN 01, 2015

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director M. William Benedetto     For       For          Management
1b    Elect Director Stephen F. Reitman       For       For          Management
1c    Elect Director Jean Tomlin              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


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

MOHAWK INDUSTRIES, INC.

Ticker:       MHK            Security ID:  608190104
Meeting Date: MAY 19, 2016   Meeting Type: Annual
Record Date:  MAR 28, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Joseph A. Onorato        For       For          Management
1.2   Elect Director William H. Runge, III    For       For          Management
1.3   Elect Director W. Christopher Wellborn  For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


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

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


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

PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 28, 2016   Meeting Type: Annual
Record Date:  MAR 01, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis A. Ausiello       For       For          Management
1.2   Elect Director W. Don Cornwell          For       For          Management
1.3   Elect Director Joseph J. Echevarria     For       For          Management
1.4   Elect Director Frances D. Fergusson     For       For          Management
1.5   Elect Director Helen H. Hobbs           For       For          Management
1.6   Elect Director James M. Kilts           For       For          Management
1.7   Elect Director Shantanu Narayen         For       For          Management
1.8   Elect Director Suzanne Nora Johnson     For       For          Management
1.9   Elect Director Ian C. Read              For       For          Management
1.10  Elect Director Stephen W. Sanger        For       For          Management
1.11  Elect Director James C. Smith           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     Report on Lobbying Payments and Policy  Against   For          Shareholder
5     Give Shareholders Final Say on          Against   Against      Shareholder
      Election of Directors
6     Provide Right to Act by Written Consent Against   For          Shareholder
7     Prohibit Tax Gross-ups on Inversions    Against   Against      Shareholder


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

PRUDENTIAL FINANCIAL, INC.

Ticker:       PRU            Security ID:  744320102
Meeting Date: MAY 10, 2016   Meeting Type: Annual
Record Date:  MAR 11, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Thomas J. Baltimore, Jr. For       For          Management
1.2   Elect Director Gilbert F. Casellas      For       For          Management
1.3   Elect Director James G. Cullen          For       For          Management
1.4   Elect Director Mark B. Grier            For       For          Management
1.5   Elect Director Martina Hund-Mejean      For       For          Management
1.6   Elect Director Karl J. Krapek           For       For          Management
1.7   Elect Director Peter R. Lighte          For       For          Management
1.8   Elect Director George Paz               For       For          Management
1.9   Elect Director Sandra Pianalto          For       For          Management
1.10  Elect Director Christine A. Poon        For       For          Management
1.11  Elect Director Douglas A. Scovanner     For       For          Management
1.12  Elect Director John R. Strangfeld       For       For          Management
1.13  Elect Director Michael A. Todma         For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Approve Omnibus Stock Plan              For       For          Management
5     Require Independent Board Chairman      Against   For          Shareholder


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

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 08, 2016   Meeting Type: Annual
Record Date:  JAN 11, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Barbara T. Alexander     For       For          Management
1b    Elect Director Raymond V. Dittamore     For       For          Management
1c    Elect Director Jeffrey W. Henderson     For       For          Management
1d    Elect Director Thomas W. Horton         For       For          Management
1e    Elect Director Paul E. Jacobs           For       For          Management
1f    Elect Director Harish Manwani           For       For          Management
1g    Elect Director Mark D. McLaughlin       For       For          Management
1h    Elect Director Steve Mollenkopf         For       For          Management
1i    Elect Director Clark T. 'Sandy' Randt,  For       For          Management
      Jr.
1j    Elect Director Francisco Ros            For       For          Management
1k    Elect Director Jonathan J. Rubinstein   For       For          Management
1l    Elect Director Anthony J. Vinciquerra   For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Approve Omnibus Stock Plan              For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Proxy Access                            Against   For          Shareholder


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

ROYAL BANK OF CANADA

Ticker:       RY             Security ID:  780087102
Meeting Date: APR 06, 2016   Meeting Type: Annual/Special
Record Date:  FEB 08, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director W. Geoffrey Beattie      For       For          Management
1.2   Elect Director Jacynthe Cote            For       For          Management
1.3   Elect Director Toos N. Daruvala         For       For          Management
1.4   Elect Director David F. Denison         For       For          Management
1.5   Elect Director Richard L. George        For       For          Management
1.6   Elect Director Alice D. Laberge         For       For          Management
1.7   Elect Director Michael H. McCain        For       For          Management
1.8   Elect Director David I. McKay           For       For          Management
1.9   Elect Director Heather Munroe-Blum      For       For          Management
1.10  Elect Director Thomas A. Renyi          For       For          Management
1.11  Elect Director Edward Sonshine          For       For          Management
1.12  Elect Director Kathleen P. Taylor       For       For          Management
1.13  Elect Director Bridget A. van Kralingen For       For          Management
1.14  Elect Director Thierry Vandal           For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote on Executive              For       For          Management
      Compensation Approach
4     Confirm By-law Amendment to Increase    For       For          Management
      Maximum Aggregate Board Compensation
5     SP 1: Simplify Financial Reporting      Against   Against      Shareholder


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

SALESFORCE.COM, INC.

Ticker:       CRM            Security ID:  79466L302
Meeting Date: JUN 02, 2016   Meeting Type: Annual
Record Date:  APR 07, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Marc Benioff             For       For          Management
1b    Elect Director Keith Block              For       For          Management
1c    Elect Director Craig Conway             For       For          Management
1d    Elect Director Alan Hassenfeld          For       For          Management
1e    Elect Director Neelie Kroes             For       For          Management
1f    Elect Director Colin Powell             For       For          Management
1g    Elect Director Sanford Robertson        For       For          Management
1h    Elect Director John V. Roos             For       For          Management
1i    Elect Director Lawrence Tomlinson       For       For          Management
1j    Elect Director Robin Washington         For       For          Management
1k    Elect Director Maynard Webb             For       For          Management
1l    Elect Director Susan Wojcicki           For       For          Management
2     Provide Directors May Be Removed With   For       For          Management
      or Without Cause
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
5     Pro-rata Vesting of Equity Awards       Against   For          Shareholder
6     Stock Retention/Holding Period          Against   For          Shareholder


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

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


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

SOUTHWEST AIRLINES CO.

Ticker:       LUV            Security ID:  844741108
Meeting Date: MAY 18, 2016   Meeting Type: Annual
Record Date:  MAR 22, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David W. Biegler         For       For          Management
1b    Elect Director J. Veronica Biggins      For       For          Management
1c    Elect Director Douglas H. Brooks        For       For          Management
1d    Elect Director William H. Cunningham    For       For          Management
1e    Elect Director John G. Denison          For       For          Management
1f    Elect Director Thomas W. Gilligan       For       For          Management
1g    Elect Director Gary C. Kelly            For       For          Management
1h    Elect Director Grace D. Lieblein        For       For          Management
1i    Elect Director Nancy B. Loeffler        For       For          Management
1j    Elect Director John T. Montford         For       For          Management
1k    Elect Director Ron Ricks                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     Proxy Access                            Against   For          Shareholder


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

TARGET CORPORATION

Ticker:       TGT            Security ID:  87612E106
Meeting Date: JUN 08, 2016   Meeting Type: Annual
Record Date:  APR 11, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Roxanne S. Austin        For       For          Management
1b    Elect Director Douglas M. Baker, Jr.    For       For          Management
1c    Elect Director Brian C. Cornell         For       For          Management
1d    Elect Director Calvin Darden            For       For          Management
1e    Elect Director Henrique De Castro       For       For          Management
1f    Elect Director Robert L. Edwards        For       For          Management
1g    Elect Director Melanie L. Healey        For       For          Management
1h    Elect Director Donald R. Knauss         For       For          Management
1i    Elect Director Monica C. Lozano         For       For          Management
1j    Elect Director Mary E. Minnick          For       For          Management
1k    Elect Director Anne M. Mulcahy          For       For          Management
1l    Elect Director Derica W. Rice           For       For          Management
1m    Elect Director Kenneth L. Salazar       For       For          Management
1n    Elect Director John G. Stumpf           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 Guidelines for Country        Against   Against      Shareholder
      Selection


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

TEMPLETON DRAGON FUND, INC.

Ticker:       TDF            Security ID:  88018T101
Meeting Date: MAY 26, 2016   Meeting Type: Annual
Record Date:  MAR 31, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Edith E. Holiday         For       For          Management
1b    Elect Director Larry D. Thompson        For       For          Management
1c    Elect Director Rupert H. Johnson, Jr.   For       For          Management
1d    Elect Director Gregory E. Johnson       For       For          Management
2     Ratify PricewaterhouseCoopers LLPas     For       For          Management
      Auditors


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

THE BOEING COMPANY

Ticker:       BA             Security ID:  097023105
Meeting Date: MAY 02, 2016   Meeting Type: Annual
Record Date:  MAR 03, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David L. Calhoun         For       For          Management
1b    Elect Director Arthur D. Collins, Jr.   For       For          Management
1c    Elect Director Kenneth M. Duberstein    For       For          Management
1d    Elect Director Edmund P. Giambastiani,  For       For          Management
      Jr.
1e    Elect Director Lynn J. Good             For       For          Management
1f    Elect Director Lawrence W. Kellner      For       For          Management
1g    Elect Director Edward M. Liddy          For       For          Management
1h    Elect Director Dennis A. Muilenburg     For       For          Management
1i    Elect Director Susan C. Schwab          For       For          Management
1j    Elect Director Randall L. Stephenson    For       For          Management
1k    Elect Director Ronald A. Williams       For       For          Management
1l    Elect Director Mike S. Zafirovski       For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
4     Report on Lobbying Payments and Policy  Against   For          Shareholder
5     Reduce Ownership Threshold for          Against   For          Shareholder
      Shareholders to Call Special Meeting
6     Require Independent Board Chairman      Against   Against      Shareholder
7     Report on Weapon Sales to Israel        Against   Against      Shareholder


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

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 GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 20, 2016   Meeting Type: Annual
Record Date:  MAR 21, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Lloyd C. Blankfein       For       For          Management
1b    Elect Director M. Michele Burns         For       For          Management
1c    Elect Director Gary D. Cohn             For       For          Management
1d    Elect Director Mark Flaherty            For       For          Management
1e    Elect Director William W. George        For       For          Management
1f    Elect Director James A. Johnson         For       For          Management
1g    Elect Director Lakshmi N. Mittal        For       Against      Management
1h    Elect Director Adebayo O. Ogunlesi      For       For          Management
1i    Elect Director Peter Oppenheimer        For       For          Management
1j    Elect Director Debora L. Spar           For       For          Management
1k    Elect Director Mark E. Tucker           For       For          Management
1l    Elect Director David A. Viniar          For       For          Management
1m    Elect Director Mark O. Winkelman        For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Prohibit Accelerated Vesting of Awards  Against   Against      Shareholder
      to Pursue Government Service
5     Provide Vote Counting to Exclude        Against   Against      Shareholder
      Abstentions
6     Require Independent Board Chairman      Against   For          Shareholder


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

THE GOODYEAR TIRE & RUBBER COMPANY

Ticker:       GT             Security ID:  382550101
Meeting Date: APR 11, 2016   Meeting Type: Annual
Record Date:  FEB 16, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director William  J. Conaty       For       For          Management
1b    Elect Director James A. Firestone       For       For          Management
1c    Elect Director Werner Geissler          For       For          Management
1d    Elect Director Peter S. Hellman         For       For          Management
1e    Elect Director Laurette T. Koellner     For       For          Management
1f    Elect Director Richard J. Kramer        For       For          Management
1g    Elect Director W. Alan McCollough       For       For          Management
1h    Elect Director John E. McGlade          For       For          Management
1i    Elect Director Michael J. Morell        For       For          Management
1j    Elect Director Roderick A. Palmore      For       For          Management
1k    Elect Director Stephanie A. Streeter    For       For          Management
1l    Elect Director Thomas H. Weidemeyer     For       For          Management
1m    Elect Director Michael R. Wessel        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     Proxy Access                            Against   For          Shareholder


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

THE HOME DEPOT, INC.

Ticker:       HD             Security ID:  437076102
Meeting Date: MAY 19, 2016   Meeting Type: Annual
Record Date:  MAR 21, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Gerard J. Arpey          For       For          Management
1b    Elect Director Ari Bousbib              For       For          Management
1c    Elect Director Gregory D. Brenneman     For       For          Management
1d    Elect Director J. Frank Brown           For       For          Management
1e    Elect Director Albert P. Carey          For       For          Management
1f    Elect Director Armando Codina           For       For          Management
1g    Elect Director Helena B. Foulkes        For       For          Management
1h    Elect Director Linda R. Gooden          For       For          Management
1i    Elect Director Wayne M. Hewett          For       For          Management
1j    Elect Director Karen L. Katen           For       For          Management
1k    Elect Director Craig A. Menear          For       For          Management
1l    Elect Director Mark Vadon               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     Prepare Employment Diversity Report     Against   For          Shareholder
      and Report on Diversity Policies
5     Reduce Ownership Threshold for          Against   For          Shareholder
      Shareholders to Call Special Meeting


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

THE KROGER CO.

Ticker:       KR             Security ID:  501044101
Meeting Date: JUN 23, 2016   Meeting Type: Annual
Record Date:  APR 27, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Nora A. Aufreiter        For       For          Management
1b    Elect Director Robert D. Beyer          For       For          Management
1c    Elect Director Anne Gates               For       For          Management
1d    Elect Director Susan J. Kropf           For       For          Management
1e    Elect Director W. Rodney McMullen       For       For          Management
1f    Elect Director Jorge P. Montoya         For       For          Management
1g    Elect Director Clyde R. Moore           For       For          Management
1h    Elect Director Susan M. Phillips        For       For          Management
1i    Elect Director James A. Runde           For       For          Management
1j    Elect Director Ronald L. Sargent        For       For          Management
1k    Elect Director Bobby S. Shackouls       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     Report on Human Rights Risk Assessment  Against   For          Shareholder
      Process
5     Assess Environmental Impact of          Against   For          Shareholder
      Non-Recyclable Packaging
6     Assess Feasibility and Benefits of      Against   For          Shareholder
      Adopting Quantitative Renewable Energy
      Goals
7     Adopt a Payout Policy Giving            Against   Against      Shareholder
      Preference to Share Buybacks Over
      Dividends


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

THE PROGRESSIVE CORPORATION

Ticker:       PGR            Security ID:  743315103
Meeting Date: MAY 13, 2016   Meeting Type: Annual
Record Date:  MAR 16, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Stuart B. Burgdoerfer    For       For          Management
1.2   Elect Director Charles A. Davis         For       For          Management
1.3   Elect Director Roger N. Farah           For       For          Management
1.4   Elect Director Lawton W. Fitt           For       For          Management
1.5   Elect Director Jeffrey D. Kelly         For       For          Management
1.6   Elect Director Patrick H. Nettles       For       For          Management
1.7   Elect Director Glenn M. Renwick         For       For          Management
1.8   Elect Director Bradley T. Sheares       For       For          Management
1.9   Elect Director Barbara R. Snyder        For       For          Management
2     Eliminate Supermajority Vote            For       For          Management
      Requirement
3     Remove Supermajority Vote Requirement   For       For          Management
      Applicable to Preferred Stock
4     Adopt the Jurisdiction of               For       Against      Management
      Incorporation as the Exclusive Forum
      for Certain Disputes
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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

THE SOUTHERN COMPANY

Ticker:       SO             Security ID:  842587107
Meeting Date: MAY 25, 2016   Meeting Type: Annual
Record Date:  MAR 28, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Juanita Powell Baranco   For       For          Management
1b    Elect Director Jon A. Boscia            For       For          Management
1c    Elect Director Henry A. 'Hal' Clark,    For       For          Management
      III
1d    Elect Director Thomas A. Fanning        For       For          Management
1e    Elect Director David J. Grain           For       For          Management
1f    Elect Director Veronica M. Hagen        For       For          Management
1g    Elect Director Warren A. Hood, Jr.      For       For          Management
1h    Elect Director Linda P. Hudson          For       For          Management
1i    Elect Director Donald M. James          For       For          Management
1j    Elect Director John D. Johns            For       For          Management
1k    Elect Director Dale E. Klein            For       For          Management
1l    Elect Director William G. Smith, Jr.    For       For          Management
1m    Elect Director Steven R. Specker        For       For          Management
1n    Elect Director Larry D. Thompson        For       For          Management
1o    Elect Director E. Jenner Wood, III      For       For          Management
2     Provide Proxy Access Right              For       For          Management
3     Reduce Supermajority Vote Requirement   For       For          Management
4     Eliminate Fair Price Provision          For       For          Management
5     Permit Board to Amend Bylaws Without    For       For          Management
      Shareholder Consent
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Amend Omnibus Stock Plan                For       For          Management
8     Ratify Deloitte & Touche as Auditors    For       For          Management
9     Report on Strategy for Aligning with 2  Against   For          Shareholder
      Degree Scenario
10    Report on Financial Risks of Stranded   Against   For          Shareholder
      Carbon Assets


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

TIME WARNER INC.

Ticker:       TWX            Security ID:  887317303
Meeting Date: JUN 17, 2016   Meeting Type: Annual
Record Date:  APR 20, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director James L. Barksdale       For       For          Management
1.2   Elect Director William P. Barr          For       For          Management
1.3   Elect Director Jeffrey L. Bewkes        For       For          Management
1.4   Elect Director Stephen F. Bollenbach    For       For          Management
1.5   Elect Director Robert C. Clark          For       For          Management
1.6   Elect Director Mathias Dopfner          For       For          Management
1.7   Elect Director Jessica P. Einhorn       For       For          Management
1.8   Elect Director Carlos M. Gutierrez      For       For          Management
1.9   Elect Director Fred Hassan              For       For          Management
1.10  Elect Director Paul D. Wachter          For       For          Management
1.11  Elect Director Deborah C. Wright        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


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

TOTAL SA

Ticker:       FP             Security ID:  89151E109
Meeting Date: MAY 24, 2016   Meeting Type: Annual/Special
Record Date:  APR 22, 2016

#     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 2.44 per Share
4     Approve Stock Dividend Program (Cash    For       For          Management
      or New Shares)
5     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
6     Reelect Gerard Lamarche as Director     For       Against      Management
7     Elect Maria Van der Hoeven as Director  For       For          Management
8     Elect Jean Lemierre as Director         For       For          Management
9     Elect Renata Perycz as Representative   For       For          Management
      of Employee Shareholders to the Board
A     Elect Charles Keller as Representative  Against   Against      Management
      of Employee Shareholders to the Board
B     Elect Werner Guyot as Representative    Against   Against      Management
      of Employee Shareholders to the Board
10    Renew Appointment of Ernst and Young    For       For          Management
      Audit as Auditor
11    Renew Appointment of KPMG SA as Auditor For       For          Management
12    Renew Appointment of Auditex as         For       For          Management
      Alternate Auditor
13    Appoint Salustro Reydel SA as           For       For          Management
      Alternate Auditor
14    Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions Including a
      New Transaction with Thierry Desmarest
15    Approve Agreements with Patrick         For       For          Management
      Pouyanne
16    Advisory Vote on Compensation of        For       For          Management
      Thierry Desmarest, Chairman until Dec.
      18, 2015
17    Advisory Vote on Compensation of        For       For          Management
      Patrick Pouyanne, CEO until Dec. 18,
      2015,  CEO and Chairman since Dec. 19,
2015
18    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights and/or
      Capitalization of Reserves for Bonus
      Issue or Increase in Par Value up to
      Aggregate Nominal Amount of EUR 2.5
      Billion
19    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 600 Million
20    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities for Private
      Placements, up to Aggregate Nominal
      Amount of EUR 600 Million
21    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Under Items 19 and 20
22    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for
      Contributions in Kind
23    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
24    Authorize up to 0.8 Percent of Issued   For       Against      Management
      Capital for Use in Restricted Stock
      Plans
25    Authorize up to 0.75 Percent of Issued  For       Against      Management
      Capital for Use in Stock Option Plans


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

UBS GROUP AG

Ticker:       UBSG           Security ID:  H42097107
Meeting Date: MAY 10, 2016   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Accept Financial Statements and         For       For          Management
      Statutory Reports
1.2   Approve Remuneration Report             For       For          Management
2.1   Approve Allocation of Income and        For       For          Management
      Dividends of 0.60 per Share from
      Capital Contribution Reserves
2.2   Approve Supplementary Dividends of CHF  For       For          Management
      0.25 per Share from Capital
      Contribution Reserves
3     Approve Discharge of Board and Senior   For       For          Management
      Management
4     Approve Variable Remuneration of        For       For          Management
      Executive Committee in the Amount of
      CHF 71.25 Million
5     Approve Fixed Remuneration of           For       For          Management
      Executive Committee in the Amount of
      CHF 28.5 Million
6.1.1 Reelect Axel Weber as Director and      For       For          Management
      Board Chairman
6.1.2 Reelect Michel Demare as Director       For       For          Management
6.1.3 Reelect David Sidwell as Director       For       For          Management
6.1.4 Reelect Reto Francioni as Director      For       For          Management
6.1.5 Reelect Ann Godbehere as Director       For       For          Management
6.1.6 Reelect William Parrett as Director     For       For          Management
6.1.7 Reelect Isabelle Romy as Director       For       For          Management
6.1.8 Reelect Beatrice Weder di Mauro as      For       For          Management
      Director
6.1.9 Reelect Joseph Yam as Director          For       For          Management
6.2.1 Elect Robert Scully as Director         For       For          Management
6.2.2 Elect Dieter Wemmer as Director         For       For          Management
6.3.1 Appoint Ann Godbehere as Member of the  For       For          Management
      Compensation Committee
6.3.2 Appoint Michel Demare as Member of the  For       For          Management
      Compensation Committee
6.3.3 Appoint Reto Francioni as Member of     For       For          Management
      the Compensation Committee
6.3.4 Appoint William Parrett as Member of    For       For          Management
      the Compensation Committee
7     Approve Maximum Remuneration of         For       For          Management
      Directors in the Amount of CHF 14
      Million
8.1   Designate ADB Altorfer Duss &           For       For          Management
      Beilstein AG as Independent Proxy
8.2   Ratify Ernst & Young AG as Auditors     For       For          Management
9     Transact Other Business (Voting)        For       Against      Management


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

UNITED PARCEL SERVICE, INC.

Ticker:       UPS            Security ID:  911312106
Meeting Date: MAY 05, 2016   Meeting Type: Annual
Record Date:  MAR 07, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director David P. Abney           For       For          Management
1b    Elect Director Rodney C. Adkins         For       For          Management
1c    Elect Director Michael J. Burns         For       For          Management
1d    Elect Director William R. Johnson       For       For          Management
1e    Elect Director Candace Kendle           For       For          Management
1f    Elect Director Ann M. Livermore         For       For          Management
1g    Elect Director Rudy H.P. Markham        For       For          Management
1h    Elect Director Clark 'Sandy' T. Randt,  For       For          Management
      Jr.
1i    Elect Director John T. Stankey          For       For          Management
1j    Elect Director Carol B. Tome            For       For          Management
1k    Elect Director Kevin M. Warsh           For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors
3     Report on Lobbying Payments and Policy  Against   For          Shareholder
4     Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to Have One-vote per Share
5     Adopt Holy Land Principles              Against   Against      Shareholder


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

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


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

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 05, 2016   Meeting Type: Annual
Record Date:  MAR 07, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Shellye L. Archambeau    For       For          Management
1.2   Elect Director Mark T. Bertolini        For       For          Management
1.3   Elect Director Richard L. Carrion       For       For          Management
1.4   Elect Director Melanie L. Healey        For       For          Management
1.5   Elect Director M. Frances Keeth         For       For          Management
1.6   Elect Director Karl-Ludwig Kley         For       For          Management
1.7   Elect Director Lowell C. McAdam         For       For          Management
1.8   Elect Director Donald T. Nicolaisen     For       For          Management
1.9   Elect Director Clarence Otis, Jr.       For       For          Management
1.10  Elect Director Rodney E. Slater         For       For          Management
1.11  Elect Director Kathryn A. Tesija        For       For          Management
1.12  Elect Director Gregory D. Wasson        For       For          Management
1.13  Elect Director Gregory G. Weaver        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     Adopt Quantitative Renewable Energy     Against   Against      Shareholder
      Goals
5     Report on Indirect Political            Against   For          Shareholder
      Contributions
6     Report on Lobbying Payments and Policy  Against   For          Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder
8     Submit Severance Agreement              Against   For          Shareholder
      (Change-in-Control) to Shareholder Vote
9     Stock Retention/Holding Period          Against   Against      Shareholder


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

WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 03, 2016   Meeting Type: Annual
Record Date:  APR 08, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James I. Cash, Jr.       For       For          Management
1b    Elect Director Pamela J. Craig          For       For          Management
1c    Elect Director Timothy P. Flynn         For       For          Management
1d    Elect Director Thomas W. Horton         For       For          Management
1e    Elect Director Marissa A. Mayer         For       For          Management
1f    Elect Director C. Douglas McMillon      For       For          Management
1g    Elect Director Gregory B. Penner        For       For          Management
1h    Elect Director Steven S. Reinemund      For       For          Management
1i    Elect Director Kevin Y. Systrom         For       For          Management
1j    Elect Director S. Robson Walton         For       For          Management
1k    Elect Director Steuart L. Walton        For       For          Management
1l    Elect Director Linda S. Wolf            For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
4     Ratify Ernst & Young LLP as Auditors    For       For          Management
5     Require Independent Board Chairman      Against   For          Shareholder
6     Report on Incentive Compensation Plans  Against   For          Shareholder
7     Report on Guidelines for Country        Against   Against      Shareholder
      Selection


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

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 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) The Zweig Total Return Fund, Inc.

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

Date: August 11, 2016